---

      T R O U B L E D   C O M P A N Y   R E P O R T E R

         Friday, September 2, 2005, Vol. 9, No. 208

                          Headlines

A&E FAMILY: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Arahova Panel Wants Protocol Order Stayed
ALLEGHENY ENERGY: 24.75 Mil. Common Shares Registered for Resale
ALLIED WASTE: S&P Rates $2 Billion Securities at (P)BB- & (P)B+
AMHERST TECHNOLOGIES: Committee Wants Drinker Biddle as Counsel

AMHERST TECHNOLOGIES: Hires Consilium Group as Financial Advisor
AMHERST TECH: Wants Open-Ended Deadline to Decide on Leases
API/ATHENS: Case Summary & 30 Largest Unsecured Creditors
ARVINMERITOR INC: Exchanging Notes for New $300 Million Sr. Bonds
ARVINMERITOR INC: Moody's Rates New $300 Million Notes at Ba2

ASARCO CONSULTING: Case Summary & 10 Largest Unsecured Creditors
ASARCO LLC: U.S. Trustee Sets Organizational Meeting Today
ATA AIRLINES: Gets Court Nod to Enter Into IAA & Regions Bank Deal
BIG 5: Lenders Waive 10-K Filing Deadline Until Sept. 9
CANDESCENT TECHNOLOGIES: Asks Court to Nix AIM Advisor's Claim

CAPITAL ONE: Moves Merger Closing to Sept. 7 Due to Katrina
CARILLON HOLDING: Moody's Confirms $4.5 Million Notes' Junk Rating
CATHOLIC CHURCH: Portland's Move for Protective Order Draws Fire
CENTURY ALUMINUM: Nordural Unit Borrows $20MM More Under Sr. Loan
CHENIERE LNG: Closes $600 Million Senior Secured Term Loan

CITIGROUP MORTGAGE: Fitch Rates $2.4 Mil. Private Class at Low-B
CITIZENS COMMS: S&P Affirms BB+ Corporate Credit Rating
DEAN FOODS: Names Joseph E. Scalzo as WhiteWave Foods President
DERIVIUM CAPITAL: Files for Chapter 11 Protection in S.D. New York
DERIVIUM CAPITAL: Case Summary & 20 Largest Unsecured Creditors

DOANE PET: Moody's Reviews $150 Million Sr. Sub. Notes Junk Rating
E*TRADE FINANCIAL: Appoints Ken Hight EVP for Capital Markets
EAGLEPICHER HOLDINGS: Claims Bar Date Slated for Sept. 30
EL PASO: Closes $834 Million Medicine Bow Energy Acquisition
ENESCO GROUP: Amended Credit Facility Resets EBITDA & Covenants

FEDDERS CORP: Majority of Noteholders Agree to Waive Default
FINLAY FINE: S&P Lowers Corporate Credit Rating to B+ from BB-
FIRST HORIZON: Fitch Places BB Rating on $2.9 Mil. Class B Certs.
FIRST HORIZON: Fitch Assigns Low-B Rating to Two Cert. Classes
FYTOKEM PRODUCTS: June 30 Balance Sheet Upside Down by $478,239

GARDENBURGER INC: Terminates Robert Trebing's Services as SVP
GILBERT DISTRIBUTING: Case Summary & 20 Unsecured Creditors
GSRPM MORTGAGE: Future Loss Expectations Prompt Fitch's Downgrade
HARBORVIEW MORTGAGE: Fitch Puts BB Rating on $28.5MM Certificates
HOMEROOMS INC: Case Summary & 20 Largest Unsecured Creditors

INFOUSA INC: S&P Affirms BB Corporate Credit Rating
INTEGRATED TELECOM: Supreme Court Won't Hear Appeal on Dismissal
INTERMET CORP: Wants Court to Allow 10 Claims for Voting Purposes
INTERSTATE BAKERIES: Davenport Bakery Closing Affects 150 Workers
JERNBERG INDUSTRIES: Panel Taps FTI Consulting as Fin'l Advisors

JERNBERG INDUSTRIES: Has Until Sept. 29 to Decide on Leases
JP MORGAN: Fitch Places Low-B Rating on Two Certificate Classes
KAISER ALUMINUM: Court Approves Consent Decree on Mica Landfill
KEYSTONE CONSOLIDATED: Exits Chapter 11 Protection
KMART CORP: Wants Further Pleadings on Global Property Claims

KMART CORP: Wants Unsecured Status of David Rots' Claim Confirmed
MATAI MACHINE: Case Summary & 20 Largest Unsecured Creditors
MCI INC: Mailing Proxy Materials in Pending Verizon/MCI Merger
METROPOLITAN MORTGAGE: Has $16.7MM for Distribution to Creditors
MIRANT CORP: Bankr. Court Enforces Stay on Securities Litigation

MIRANT CORP: Proposes CalPX Claims Assignment Procedures
MIRANT CORP: Temporarily Halts Potomac River Generating Station
MOHEGAN TRIBAL: New Management Board Members Arrive on Oct. 3
MORGAN STANLEY: Fitch Junks $13.9 Million Class J Certificates
MORTGAGE CAPITAL: Fitch Holds Junk Rating on $13.2 Million Certs.

NATIONAL WATERWORKS: Moody's Withdraws $200 Mil. Notes' B3 Rating
NEW WORLD: Obtains Binding Commitment for $240-Mil Exit Financing
NOBLE DREW: Wants Stay Lifted to Resolve Three Disputes
ONE CHANCE: Case Summary & 5 Largest Unsecured Creditors
PHARMACEUTICAL FORMULATIONS: Committee Hires A&G as Local Counsel

PHARMACEUTICAL FORMULATIONS: Has Until Dec. 31 to Decide on Leases
PLIANT CORP: Names Harold Bevis as Chief Financial Officer
POLYMER RESEARCH: Chapter 7 Trustee Auctioning Brooklyn Property
PORTAL SOFTWARE: More Material Weaknesses Spur 10-K Filing Delay
PREMCOR REFINING: Moody's Upgrades Notes' Rating to Baa3 from Ba3

PREMIUM STANDARD: Moody's Withdraws $175 Million Notes' B1 Rating
PRIME MORTGAGE: Fitch Places Low-B Rating on Two Class B Certs.
PROTOCOL SERVICES: Jenner & Block Approved as Bankruptcy Counsel
PROTOCOL SERVICES: Wants Key Employee Retention Plan Approved
PROTOCOL SERVICES: U.S. Trustee Says KERP Is Unwarranted

PROVIDIAN FINANCIAL: Shareholders Approve Washington Mutual Merger
REGIONAL DIAGNOSTICS: Inks Settlement Pact Over Pineapple Grove
REMEC INC: Shareholders Approve Asset Sale & Plan of Dissolution
ROYAL CAKE: Court Okays $10 Million 363 Sale to Flower Foods
SACO I: Fitch Puts BB+ Rating on $9.4 Mil. Private Certificates

SAFETY-KLEEN: Wants 633 Claimants Removed From Distribution List
SALA GRUPPI: Case Summary & 20 Largest Unsecured Creditors
SBARRO INC: Incurs $9.05 Million Net Loss in Second Quarter
SCIENTIFIC GAMES: 100% of Noteholders Swap Old Notes for New Bonds
SEASPECIALTIES INC: Files for Chapter 11 Protection in Florida

SECOND CHANCE: Gets Court Nod to Enforce Employee Retention Plan
SECOND START: Case Summary & 20 Largest Unsecured Creditors
SGP ACQUISITION: Gets Court Nod to Reject Unexpired Leases
SGP ACQUISITION: Resolves Dunlop Settlement Proceeds Allocation
STRATUS TECHNOLOGIES: S&P Affirms B Corporate Credit Rating

SUN WORLD: Court Confirms Amended Plan of Reorganization
SUN WORLD: Cadiz Retains Tax NOLs Use in Court-Approved Settlement
SYNBIOTICS CORP: Restructures Debt Obligations with Barnes-Jewish
TELECOM ARGENTINA: Completes Debt Restructuring Process
TORCH OFFSHORE: Cal Dive Closes $85 Mil. Asset Purchase Agreement

TOUCH AMERICA: Seeks Declaratory Judgment in Montana Power Spat
UNITED AIRLINES: Inks Heavy Maintenance Pact with Ameco Beijing
US AIRWAYS: Can Use ATSB's Cash Collateral Until October 25
US AIRWAYS: Files Prospectus for New Common Stock Offering
VALERO ENERGY: Premcor Acquisition Cues Fitch to Affirm Ratings

VALERO ENERGY: Moody's Confirms Preferred Stock's Ba2 Rating
VERITAS DGC: Moody's Affirms Ba3 Corporate Family Rating
VIA NET.WORKS: Selling All Assets to Interoute for $18.1 Million
VITRO S.A.: Poor Credit Protection Prompts Fitch to Junk Ratings
WASHINGTON MUTUAL: Fitch Affirms Low-B Rating on Six Cert. Classes

WORLDCOM INC: Wants Court to Nix Max Ediger's $10 Million Claim
WORLDGATE COMMS: Shareholder Deficit Narrows in First Quarter

* Encore Capital Group Acquires Ascension Capital Group

* BOOK REVIEW: Comprehensive Emergency Mental Health Care

                          *********

A&E FAMILY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: A&E Family Investment, LLC
        aka A&E Investment, LLC
        4612 East Foothill Drive
        Paradise Valley, Arizona 85253

Bankruptcy Case No.: 05-16331

Chapter 11 Petition Date: August 31, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Lyndon B. Steimel, Esq.
                  Law Office of Lyndon B. Steimel
                  14614 North Kierland Boulevard #N-135
                  Scottsdale, Arizona 85254
                  Tel: (480) 367-1188
                  Fax: (480) 367-1174

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.


ADELPHIA COMMS: Arahova Panel Wants Protocol Order Stayed
---------------------------------------------------------
Pursuant to Rule 8005 of the Federal Rules of Bankruptcy
Procedure, the ad hoc committee of holders of over $500 million in
senior notes issued by Arahova Communications, Inc., Adelphia
Communications Corporation's debtor-affiliate, asks the U.S.
Bankruptcy Court for the Southern District of New York for a stay
pending appeal from Judge Gerber's order approving the ACOM
Debtors' Resolution Process.

John K. Cunningham, Esq., at White & Case LLP, in New York, tells
Judge Gerber that the requested stay is directed solely with
respect to those provisions in the Intercompany Procedures Order
addressing deadlines and other sufficiently final provisions on:

    -- discovery;
    -- briefing and "Final Issues Statement";
    -- hearing dates, sequencing of issues and pretrial orders;
    -- burdens of proof; and
    -- initial scope of Court determinations.

Mr. Cunningham notes that the Court of Appeals for the Second
Circuit has adopted a four-part test for determining whether to
grant a stay pending appeal:

    1. whether the movant will suffer irreparable injury absent a
       stay;

    2. whether other parties will suffer injury if a stay is
       issued;

    3. whether the movant has demonstrated a substantial
       possibility of success on appeal; and

    4. the public interests that may be affected.

The Arahova Committee believes that the four factors are easily
met in the ACOM Debtors' case.

The Resolution Procedures, Mr. Cunningham asserts, are flawed.
"The mechanism is so fundamentally flawed as to be entirely
ineffective for its desired purpose and, in all candor, portends
a massive misuse of time, money and judicial resources."

Thus, if the Debtors' Plan of Reorganization is consummated based
on the results of a defective Resolution Process prior to a
ruling on the appeal, Mr. Cunningham says, the Arahova
Noteholders will be without any effective remedy to redress the
harm.

No party-in-interest will suffer injury if a stay pending appeal
is issued, Mr. Cunningham insists.  Although the Court believes
that failure to implement Resolution Procedures may result in the
ACOM Debtors losing the sale of their assets to Time Warner,
Inc., and Comcast Corp., the Arahova Committee sees no evidence
in the record to support that finding.

Because the procedures outlined in the Intercompany Procedures
Order are based on the proposition that a Bankruptcy Court can
adversely impact one debtor's estate to benefit another debtor's
estate -- a proposition that the Second Circuit has rejected --
the Arahova Committee believes there is a substantial possibility
of success on the appeal on the Intercompany Procedures Order.

"With billions of dollars of recoveries to creditors at stake in
these Cases, the public interest clearly supports staying . . .
the Intercompany Procedures Order impacting creditor rights now
to allow the validity of the Intercompany Procedures Order to be
reviewed by the District Court on appeal to insure that the
proper procedures are employed at the very beginning of the
'Resolution Process,'" Mr. Cunningham adds.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLEGHENY ENERGY: 24.75 Mil. Common Shares Registered for Resale
----------------------------------------------------------------
Allegheny Energy, Inc., delivered a Registration Statement to the
Securities and Exchange Commission on August 30, 2005, relating to
the resale of 24,749,009 shares of its common stock to be issued
upon tender or conversion of preferred securities by these selling
securityholders:

   Selling Security Holders                 # of Shares Offered
   ------------------------                 -------------------
   Alexandra Global Master Fund, Ltd.                   416,650

   Barnet Partners Ltd.                                 166,660

   Black River Convertible Bonds
   & Derivatives FD Ltd.                                416,650
   
   Credit Suisse First Boston Europe
   Limited                                            5,208,125
   
   DBAG Managed Account (QVT)                           452,648

   Deutsche Bank AG                                     416,650

   The Drake Offshore Master Fund Ltd.                2,083,250

   Global Bermuda Limited Partnership                   166,660

   Goldman, Sachs & Co.                               6,166,420

   Highbridge International LLC                       1,041,625

   Hollowbattle & Co.                                   333,320

   Lakeshore International, Ltd.                        666,640

   Polygon Global Opportunity Master Fund               833,300

   QVT Fund LP                                        1,880,591

   Rabobank Capital Services Inc.                     3,333,200

   St. Albans Partners Ltd.                             333,320

   Windmill Master Fund, L.P.                           833,300

Allegheny Capital Trust I originally issued the 11-7/8%
Mandatorily Convertible Trust Preferred Securities in a private
placement on July 24, 2003.

Allegheny Energy's common stock is listed for trading on the New
York Stock Exchange, the Pacific Stock Exchange and the Chicago
Stock Exchange under the symbol "AYE."  Allegheny Energy's share
price climbed from less than $10 when the Trust Preferred Shares
were issued to over $30 this past week.  

Credit Suisse First Boston Limited and Goldman, Sachs & Co., are
the underwriters in this transaction.

Headquartered in Greensburg, Pa., Allegheny Energy --  
http://www.alleghenyenergy.com/-- is an investor-owned utility   
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.

The Ba1 Senior Implied rating reflects the credit profile of the
AYE corporate family of companies, which includes investment grade
utility operating subsidiaries as well as a holding company whose
Ba2 senior unsecured rating reflects its still high balance
leverage.  The Ba1 Senior Implied rating also reflects the
company's improved financial performance and the expectation that
AYE's credit profile will continue to improve over the next 2 to 3
years, with further debt reduction and substantial improvement in
cash flow, and that there will be a reasonably supportive
regulatory response to rate filings to recover increased costs and
outlays for environmental spending.


ALLIED WASTE: S&P Rates $2 Billion Securities at (P)BB- & (P)B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' and 'B+'
preliminary ratings to Allied Waste Industries Inc.'s $2 billion
senior and subordinated debt securities, respectively, filed under
SEC Rule 415 shelf registration.
     
At the same time, Standard & Poor's affirmed its ratings,
including its 'BB' corporate credit rating, on Allied Waste.  The
outlook is stable.  About $7.2 billion of debt is outstanding.
      
"The ratings on Allied Waste reflect a highly leveraged financial
profile, which outweighs the company's fairly strong competitive
business position," said Standard & Poor's credit analyst Roman
Szuper.
     
Scottsdale, Arizona-based Allied Waste is the second-largest solid
waste management participant in the U.S., with 2005 revenues and
EBITDA estimated at $5.5 billion and $1.43 billion-$1.50 billion,
respectively.  The company provides collection, transfer,
disposal, and recycling services to about 10 million residential,
commercial, and industrial customers in 37 states.  Leading shares
in most local markets, good collection-route density, and a high
rate of waste internalization enhance operations.
     
Allied Waste's highly leveraged financial profile stems mainly
from high debt levels incurred in the 1999 acquisition of
Browning-Ferris Industries Inc.  Since that time, the firm's key
focus has been on:

   * debt reduction from free cash flow;

   * the issuance of common equity and mandatory convertible
     preferred stock;  and

   * the proceeds from divestitures.

However, profits have also steadily declined since 2001, affected
by:

   * volume pressures, especially in the more cyclical industrial
     and roll-off segments (about 20% of collection revenues);

   * reduced pricing flexibility; and

   * an inability to pass on higher costs.

Consequently, the company's historically very impressive profit
margins in the mid-30% area declined to the mid- to high-20% area
in 2004, with a further, albeit modest, deterioration likely in
2005.


AMHERST TECHNOLOGIES: Committee Wants Drinker Biddle as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Amherst
Technologies, LLC, and its debtor-affiliates ask the U.S
Bankruptcy Court for the District of New Hampshire for authority
to retain Drinker Biddle & Reath LLP as lead counsel, nunc pro
tunc to Aug. 2, 2005,

The Committee believes that Drinker Biddle is both well qualified
and uniquely suited to serve as legal counsel due to its
representation over the years of several creditors' committees in
other national cases.

Drinker Biddle will:

    a) advise the Committee with respect to its rights, powers,
       and duties in these cases;

    b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of these cases
       including the proposed sale of the Debtors' businesses as a
       going concern;

    c) assist the Committee in analyzing the claims of creditors
       and in negotiating with such creditors;

    d) assist the Committee with its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors and of the operation of the Debtors' businesses
       in order to maximize the value of the Debtors' assets for
       the benefit of all creditors;

    e) assist the Committee in its analysis of, and negotiations
       with the Debtors or any third party concerning matters  
       related to, among other things, the terms of a plan of
       reorganization or plan orderly liquidation;

    f) assist and advise the Committee with respect to any  
       communications with the general creditor body regarding   
       significant matters in these cases;

    g) commence and prosecute necessary and appropriate actions
       or proceedings on behalf of the Committee;

    h) review, analyze or prepare, on behalf of the Committee,
       all necessary applications, motions, answers, orders,
       reports, schedules, pleadings and other documents;

    i) represent the Committee at hearings and other proceedings;

    j) confer with other professional advisors retained by the
       Committee in providing advice to the members of the
       Committee; and

    k) perform other necessary legal services in this case as  
       requested by the Committee.

Robert K. Malone, Esq., a partner at Drinker Biddle and the lead
attorney in this engagement, bills $450 per hour for his services.  
The current hourly rate for Drinker Biddle's other attorneys and
paraprofessionals are:

        Designation                 Hourly Rate
        -----------                 -----------
        Partners                    $325 to $600
        Counsel and Associates      $175 to $375
        Paraprofessionals           $ 75 to $190

To the best of the Committee's knowledge Drinker Biddle is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Headquartered in Philadelphia, Drinker Biddle --
http://www.drinkerbiddle.com/about/-- represents clients  
consisting primarily of substantial businesses, money and asset
managers and investors, ranging from mid-sized enterprises to
Fortune 50 companies.  The Firm's prominence today combines a
comprehensive range of traditional legal practices with
significant national roles in such practices as class action
defense, intellectual property, insurance, investment management,
private equity, bankruptcy, environmental, education and
communications.
   
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.


AMHERST TECHNOLOGIES: Hires Consilium Group as Financial Advisor
----------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire gave Amherst Technologies, LLC, and its
debtor-affiliates permission to employ The Consilium Group, LLC,
as their financial advisor.

The Debtors selected Consilium Group based on the Firm's
significant experience with financial and restructuring matters
and related financial consulting services.

In this engagement, Consilium Group will:

    a) assist the Debtors in preparing and reviewing the various
       periodic reports required for the bankruptcy proceedings,
       including working directly with designated Debtors'
       personnel and the Debtors' bankruptcy counsel to identify
       the appropriate information required, assisting with
       preparation of the reports, and reviewing and commenting as
       necessary; and

    b) provide other financial advisory services as the Debtors
       may request in these chapter 11 cases, including:

         - developing and reviewing cash flow and business
           forecast models, and valuation analyses;

         - providing advise with respect to the development of
           the Debtor's business and strategic plans, including
           financial projections and short-term liquidity
           forecasts, the value of the Debtors' assets and
           operations, the development of an appropriate capital
           structure for their business; and

         - providing testimony, if required, with respect to any
           matter as to which the Firm is rendering services to
           the Debtors.  

Consilium Group charges $200 per hour for its financial advisory
services.  The Debtors have agreed to give a $10,000 retainer that
the Firm will apply to the final invoices submitted and approved
by the Bankruptcy Court.

To the best of Debtors' knowledge, Consilium Group dose not hold
any interest adverse to the Debtors or their respective estates
and is a "disinterested person," as defined section 101(14) of the
Bankruptcy Code.

The Consilium Group, LLC, headed by its founder and president Mark
C. Olsen,  is a management consulting services firm providing
merger/acquisition, interim management, and strategic planning
services to middle market companies throughout New England.  The
Firm works with clients to develop business plans, cash flow
forecasts, and assist companies through various types of
transactions.

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.


AMHERST TECH: Wants Open-Ended Deadline to Decide on Leases
-----------------------------------------------------------
Amherst Technologies, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Hampshire to extend the
period within which they can elect to assume, assume and assign,
or reject their unexpired non-residential real property leases
until the confirmation of a plan of reorganization.

The Debtors want their lease-decision period extended until plan
confirmation because they continue to operate their businesses and
need to occupy the buildings subject to the leases.  The Debtors
tell the Bankruptcy Court that they expect to remain in the lease
locations until the end of their respective lease terms.

A list of the Debtor's unexpired non-residential real property
leases is available for free at:

          http://researcharchives.com/t/s?13d

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.


API/ATHENS: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: API/Athens, OH, Inc.

Bankruptcy Case No.: 05-34901

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      API/Lancaster, OH, Inc.                    05-34902
      API/Logan, OH, Inc.                        05-34903
      API/Washington C.H., OH, Inc.              05-34904
      API/Metropolis, IL, Inc.                   05-34905
      Shorewood Hotel Investments, Inc.          05-34906

Type of Business: The Debtors are affiliates of Arlington
                  Hospitality Inc.  The Debtors develop and
                  construct limited service hotels and own,
                  operate, manage and sell those hotels.
                  Arlington Hospitality and 14 of its debtor-
                  affiliates also filed for chapter 11 protection
                  on August 31, 2005 (Bankr. N.D. Ill. Case No.
                  05-34885), with Judge Goldgar presiding.  A copy
                  of Arlington Hospitality's filing is reported in
                  the Troubled Company Reporter on Sept. 1, 2005.

Chapter 11 Petition Date: August 31, 2005

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtors' Counsel: Brian H. Meldrum, Esq.
                  Catherine L. Steege, Esq.
                  Jenner & Block LLP
                  One IBM Plaza
                  Chicago, Illinois 60611
                  Tel: (312) 222-9350
                  Fax: (312) 527-0484

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
API/Lancaster, OH, Inc.       $0 to $50,000      $50,000 to
                                                 $100,000

API/Athens, OH, Inc.          $0 to $50,000      $0 to $50,000

API/Logan, OH, Inc.           $0 to $50,000      $0 to $50,000

API/Washington C.H., OH, Inc. $0 to $50,000      $0 to $50,000

API/Metropolis, IL, Inc.      $0 to $50,000      $0 to $50,000

Shorewood Hotel               $0 to $50,000      $0 to $50,000
Investments, Inc.

The 21 Debtors' Consolidated List of 30 Largest Unsecured
Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
GE Commercial Franchise Finance  Trade Creditor         $835,026
17202 North Perimeter Drive
Scottsdale, AZ 85255
Tel: (480) 585-4500
Fax: (480) 585-2225

First Federal Bank               Trade Creditor         $339,040
West Des Moines
3900 Westown Parkway
West Des Moines, IA 50366
Tel: (515) 224-1800
Fax: (515) 224-4844

Amerihost Franchise              Trade Creditor         $245,883
Systems, Inc.
P.O. Box 371714
Pittsburgh, PA 15251-7714

Houlihan Lokey Howard & Zukin    Trade Creditor         $138,802
1930 Century Park West
Los Angeles, CA 90067-6802

Wausau Insurance Co.             Trade Creditor         $125,000
2000 Westwood Drive
Wausau, WI 55401-7881

Multi-Systems, Inc.              Trade Creditor          $11,118

Gordon Food Service, Inc.        Trade Creditor           $6,687

S.A. Comunale                    Trade Creditor           $5,118

E & L Blacktop Sealing           Trade Creditor           $5,066

Columbia Gas                     Trade Creditor           $4,968

Mill Distributor's, Inc.         Trade Creditor           $4,206

Guest Distribution/              Trade Creditor           $3,998
Breckendridge Co.

Ecolab                           Trade Creditor           $3,846

Onity, Inc.                      Trade Creditor           $3,568

American Electric Power          Trade Creditor           $3,493

Northwest Carpets, Inc.          Trade Creditor           $3,212

The Home Depot Supply            Trade Creditor           $3,064

Tallahatchie Valley Electric     Trade Creditor           $2,986

Murray Electric System           Trade Creditor           $2,735

Allegheny Power                  Trade Creditor           $2,639

Courtesy Products, LLC           Trade Creditor           $2,085

Parkersburg Utility Board        Trade Creditor           $2,026

Safemark Systems                 Trade Creditor           $2,008

The Lamar Companies              Trade Creditor           $1,710

K.D. Merritt                     Trade Creditor           $1,660

Ohio Hotel & Lodging Association Trade Creditor           $1,611

Unique Bath Solutions            Trade Creditor           $1,536

Ohio Logos, Inc.                 Trade Creditor           $1,500

Quill Corporation                Trade Creditor           $1,439

Arthur J. Gallagher Risk         Trade Creditor           $1,405
Management Service


ARVINMERITOR INC: Exchanging Notes for New $300 Million Sr. Bonds
-----------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) disclosed an offer to exchange
a new series of Senior Notes due Sept. 15, 2015, for up to
$300 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.  Consummation of the exchange offer is
subject to a number of conditions, including the absence of
certain adverse legal and market developments and the valid tender
of at least $100 million aggregate principal amount of the Old
Notes prior to the expiration of the exchange offers.

The offering is only made, and copies of the offering documents
will only be made available to, holders of 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 today, will be distributed to Eligible Holders and is
available to Eligible Holders through the information agent,
Global Bondholder Services Corp. at (866) 470-4200 or
(212) 430-3774.

Key elements of the exchange offer include:

   -- The exchange offer will expire at 12 midnight, (ET), on
      Sept. 28, 2005, unless extended or terminated. Tenders of
      Old Notes may be withdrawn at any time prior to 5 p.m.,
      (ET), on Sept. 14, 2005, subject to extension.

   -- The company is offering to exchange, for each $1,000
      principal amount of Old Notes, a like principal amount of
      New Notes, and cash.  The total exchange price will include
      an early participation payment, payable only to holders of
      Old Notes that tender their Old Notes at or before 5 p.m.,
      (ET), on Sept. 14, 2005, subject to extension.

   -- The total exchange price for the Old Notes is based on a
      fixed-spread pricing formula and will be calculated at 2
      p.m., (ET), on Sept. 26, 2005.

   -- The New Notes will mature on Sept. 15, 2015, and will bear
      interest at an annual rate, determined two business days
      prior to the expiration of the exchange offers, such that
      the new issue price will be at or below, but as close as
      possible to, par.

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.

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

                        *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Moody's Investors Service has downgraded the corporate family
rating (formerly senior implied rating) and senior unsecured
ratings of ArvinMeritor, Inc., to Ba2 from Ba1.  The speculative
grade liquidity rating has been lowered to SGL-3 (adequate) from
SGL-2 (good).

The actions consider the challenging automotive production
environment the company's Light Vehicle Systems Group continues to
face and the impact to the company's liquidity profile arising
from restructuring programs and reduced, but adequate, access to
its revolving credit as a result of narrowed headroom under its
financial covenants.


ARVINMERITOR INC: Moody's Rates New $300 Million Notes at Ba2
-------------------------------------------------------------
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.

On June 23, 2005 Moody's lowered ArvinMeritor's corporate family
and senior unsecured ratings to the current level of Ba2 from Ba1
with a stable outlook, and also changed the company's speculative
grade liquidity rating to SGL-3 (adequate) from SGL-2.  These
actions reflected the challenging operating environment facing
ArvinMeritor's Light Vehicle Systems Group given the severe
production cut backs by domestic OEMs, and the reduced headroom
under the financial covenants contained in the company's revolving
credit facility.  The rating action also acknowledged the
improving performance and solid market fundamentals of
ArvinMeritor's Commercial Vehicle Systems Group, and the potential
benefits that could result from the company's proposed sale of its
aftermarket business.  

The stable outlook anticipates that downturn effecting LVS will
have bottomed out by the end of 2005, and that the continuing
strength of CVS will enable ArvinMeritor to stem the erosion in
its credit metrics.  The SGL-3 rating has also been affirmed.

The exchange will not increase the amount of existing indebtedness
of the company but will beneficially extend the debt maturity
profile of the firm.  The ratings continue to reflect
ArvinMeritor's elevated leverage, the challenging operating
environment in its LVS group partially offset by improving results
in its CVS group.  In addition, the rating reflects:

   * expectations of negative free cash flow for the current
     fiscal year;

   * the impact of the company's restructuring program on
     future results;

   * positive earnings and cash flow developments for fiscal 2006;

   * prospects for significant asset sales to facilitate
     incremental debt reduction; and

   * an adequate liquidity profile.

Furthermore, the ratings take into account:

   * the cyclical nature of the company's automotive and
     commercial vehicle markets;

   * ongoing pricing pressure from raw materials; and

   * agreed customer price-downs.

The notes will be sold in a privately negotiated transaction
without registration under the Securities Act of 1933 under
circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.  Subsequent to finalization of
the exchange offer, the company will enter into an agreement to
register the notes under the Act.  The issue will be kept pari
passu with existing senior unsecured indebtedness through the
provision of up-streamed guarantees from certain domestic
operating subsidiaries.  Under certain conditions in the company's
bank credit agreement, which involves identical up-streamed
guarantees, these up-streamed guarantees can be terminated and or
released in parallel actions under the bank credit agreement and
the indenture.

The transaction will involve replacing roughly $300 million of
unsecured debt maturing in early 2009 with a like amount of
unsecured debt maturing in 2015.  Achievement of the full $300
million in note exchanges will reduce the maturities of long-term
debt in 2009 to roughly $349 million from $649 million and
facilitate a longer debt maturity profile.  As the new notes will
also be fixed rate, the company's favorable fixed vs. floating
rate position will not be altered.  While final terms have yet to
be set, it is anticipated the coupon on the new notes will be
higher than the rates paid on the notes being retired.  However,
it is not expected to materially increase the company's interest
expense.  As the new notes do not otherwise increase the company's
leverage nor shift the priority of claims among existing
creditors, the new notes have been assigned Ba2 ratings, level
with current Corporate Family and Senior Unsecured ratings.

The SGL-3 liquidity rating reflects Moody's expectation that
ArvinMeritor will maintain adequate liquidity over the next twelve
months.  Lower levels of cash flow generation have impacted the
company's liquidity profile.  At June 30, 2005 the company had
approximately $180 million of cash, up from $132 million at its
fiscal year-end in September 2004 and $99 million at the end of
March.  However, the company's use of the accounts receivable
securitization facility also increased over this period growing
from $24 million at the end of September to $65 million at the end
of March and $156 million at the end of June.  Free cash flow from
operations will be constrained over the next 18 months as the cash
portion of the company's restructuring initiatives will reduce
cash generated from operations.  The sale of the North American
portion of its Aftermarket business has been delayed and
additional business units may be considered for disposition.
Proceeds from divestitures should more than offset cash used for
restructuring and supplement cash from operations in fiscal 2006.
When completed, the restructuring program is represented to
generate annual savings of between $50-$60 million/year.

The company's unsecured bank credit facility is for $900 million
and has a maturity in 2008.  The facility provides for same-day
borrowing capability for the full amount of the facility, but does
include a MAC clause at each drawing for so long as the company
does not have an investment grade rating.  The principle financial
covenants are:

   * Net Debt/EBITDA not to exceed 3.25 times; and
   * (EBITDA less capex)/Interest greater than 1.50 times.

The company has remained in compliance with these covenants, but
headroom has diminished during the course of the fiscal year, but
up slightly from the end of the previous quarter.  While potential
improvements in operating results could improve the cushion over
the next year, the covenants currently limit the company's access
to less than the full amount of the facility.  There are no rating
triggers involved, but the pricing grid is driven by the company's
long-term debt ratings.  At the end of June there was no usage
under the revolver other than roughly $30 million of letters of
credit issued under its commitment.

ArvinMeritor's $250 million domestic account receivable
securitization facility has a current maturity date in September
2005.  A Euro 50 million (approx. $60 million) facility for
European receivables expired at the end of March.  The domestic
facility does have a rating trigger, but the company's ratings are
above this level (ratings must fall below Ba3 at Moody's or below
BB- at Standard & Poor's).  At June 30 the company had utilized
approximately $156 million of the commitments under the
securitization arrangement.  European subsidiaries had factored
approximately $30 million of receivables at the end of third
fiscal quarter compared to $15 million at the end of March.

ArvinMeritor is an $8 billion global supplier of a broad range of:

   * integrated systems,
   * modules, and
   * components to the motor vehicle industry.

The company is headquartered in Troy, Michigan and services the:

   * light vehicle,
   * commercial truck,
   * trailer and specialty equipment manufacturers, and
   * related aftermarkets.  

The company employs approximately 31,000 people at manufacturing
locations in 25 countries


ASARCO CONSULTING: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: ASARCO Consulting, Inc.
        fka Hydrometrics, Inc.
        1150 North 7th Avenue
        Tucson, Arizona 85705

Bankruptcy Case No.: 05-21346

Type of Business: The Debtor provides a wide range of professional
                  consulting services and remediation and cleanup
                  services for contaminated industrial sites.
                  ASARCO Consulting, Inc. is affiliated with
                  ASARCO LLC (Bankr. S.D. Tex. Case No. 05-21207).
                  ASARCO LLC filed for chapter 11 protection on
                  August 9, 2005, and its case is pending before
                  Hon. Richard Schmidt.  
                  See http://www.asarco.com/

                  The other Debtor-affiliates who filed for
                  chapter 11 protection are: Lac d'Amiante du
                  Qu,bec Lt,e (Bankr. S.D. Tex. Case No. 05-
                  20521); CAPCO Pipe Company, Inc. (Bankr. S.D.
                  Tex. Case No. 05-20522); Cement Asbestos
                  Products Co. (Bankr. S.D. Tex. Case No.
                  05-20523); Lake Asbestos of Quebec, Ltd.
                  (Bankr. S.D. Tex. Case No. 05-20524);
                  LAQ Canada, Ltd. (Bankr. S.D. Tex. Case
                  No. 05-20525); Encycle, Inc. (Bankr. S.D.
                  Tex. Case No. 05-21305); and Encycle/Texas, Inc.
                  (Bankr. S.D. Tex. Case No. 05-21304).

                  Lac d'Amiante du Qu,bec Lt,e,  CAPCO Pipe
                  Company, Inc., Cement Asbestos Products Co.,
                  Lake Asbestos of Quebec, Ltd., and
                  LAQ Canada, Ltd. all filed for chapter 11
                  protection on April 11, 2005, and their case are
                  pending before Hon. Richard Schmidt.

                  Encycle, Inc. and Encycle/Texas, Inc. both filed
                  for chapter 11 protection on August 26, 2005,
                  and their case are pending before
                  Hon. Richard Schmidt.


Chapter 11 Petition Date: September 1, 2005

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Eric Soderlund, Esq.
                  Jack L. Kinzie, Esq.
                  James R. Prince, Esq.
                  Baker Botts L.L.P.
                  2001 Ross Avenue
                  Dallas, Texas 75201-2980
                  Tel: (214) 953-6500
                  Fax: (214) 953-6503

Estimated Assets: $0 to $50,000

Estimated Debts:  $0 to $50,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Department of Labor & Securities  Premiums                $8,074
Box 34388
Seattle, WA

Northland Engineering             Trade                     $770
Alvernate Way #1A
2969 Airport Road
Helena, MT 59601

Pacific Office Automation         Trade                     $369
14335 Northwest Science
Park Drive
Portland, OR 97229

The Montana Power Company         Trade                     $229

Chuckals Inc.                     Trade                     $170

Cascade Coffee                    Trade                     $132

Shawnee Instruments, Inc.         Trade                     $121

FEDEX                             Trade                      $99

Global Crossing Conferencing      Trade                      $10

MCI                               Trade                       $6


ASARCO LLC: U.S. Trustee Sets Organizational Meeting Today
----------------------------------------------------------
Richard W. Simmons, the United States Trustee for Region 7, has
scheduled an organizational meeting of the Official Unsecured
Creditors' Committee today, Sept. 2, 2005, at 10:00 a.m. in the
United States Courthouse, 515 Rusk, Jury Assembly Room,
6th Floor, Houston, Texas.

Creditors are requested to attend the meeting in person, rather
than through a representative or attorney.  However, creditors
may attend by telephone conference call.

Creditors unavailable for this meeting may notify Hector Duran,
Trial Attorney, Office of the United States Trustee, by
10:00 a.m. (Central Time) today, September 2.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
thru 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe
Company, Inc., Cement Asbestos Products Company, Lake Asbestos Of
Quebec, Ltd., and LAQ Canada, Ltd.  Details about their asbestos-
driven chapter 11 filings have appeared in the Troubled Company
Reporter since Apr. 18, 2005.  ASARCO has asked that the five
subsidiary cases be jointly administered with its chapter 11 case.
(ASARCO Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Gets Court Nod to Enter Into IAA & Regions Bank Deal
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 9, 2005, ATA
Airlines, Inc., sought the U.S. Bankruptcy Court for the Southern
District of Indiana's authority to perform the contemplated
transactions in the Master Agreement with the Indianapolis Airport
Authority and Regions Bank

ATA, the IAA and Regions Bank, successor by merger to Union
Planters Bank, N.A., have reached a Master Agreement to set forth
various transactions, that would resolve their conflicting claims,
interests and objectives related to the Maintenance Facility
Lease, the Corporate Office Lease, the Regions Claim, the Regions
Mortgage, and the Regions Set-off.

The Debtors, the Indianapolis Airport Authority and Regions Bank
have revised their Master Agreement to provide these changes:

   (A) Closing Date.  The parties replaced the provisions
       relating to the "Effective Date" with the "Closing Date,"
       which is set to September 9, 2005, when all agreements,
       assignments, leases, documents and payments will be
       concurrently executed, delivered and paid.

   (B) New Office Lease.  ATA Airlines and the IAA have reached a
       land and building lease agreement, which among others,
       requires the Debtors to employ their administrative or
       support employees either domiciled or based in Indiana,
       comprising not less than 12% of the Debtors' total
       employment.  Failure to maintain the level of employment
       is not a default by ATA but will entitle the IAA to
       increase the rental by $0.05 per square foot for each
       1% reduction in the Employees below the percentage number
       of required employment.

   (C) New Maintenance Facility Lease.  Regions Bank will have
       the right to sell and assign its interest in the Lease to:

       (a) Republic Airways Holdings, Inc.;

       (b) another person with net worth not less than
           $10,000,000; or

       (c) the sub-lessee.

   (D) Operations Center Lease.  Regions Bank will have a right
       to sublease the leased premises and space in the buildings
       to one or more tenants including (i) ATA, through
       August 31, 2008, (ii) Republic Airways, or (iii) any
       tenant, which would be reasonably acceptable to IAA.  
       Regions Bank will have right to sell and assign its
       interest in the Lease to (a) Republic Airways, (b) any
       other person with a net worth not less than $5,000,000 and
       (c) to the sub-lessee.

   (E) General Conditions Precedent.  The Master Agreement will
       be null and void if these conditions are not satisfied:

       (a) Entry of the Bankruptcy Court of an order approving
           the Agreement on or before August 22, 2005, which
           Order has become final and non-appealable no later
           than the Closing Date; and

       (b) The Board of the IAA will have approved and
           authorized the Agreement not later than September 8,
           2005.

The parties have deleted the provision requiring Chautauqua
Airlines to agree to the termination of the Chautauqua Lease.

A full copy of the Revised Master Agreement is available at no
charge at:

      http://bankrupt.com/misc/2765_revised_accord.pdf

                          *     *     *

The Court grants the Debtors' Motion with finality, and authorizes
the Debtors to perform the transactions contemplated under the
Revised Master Agreement.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 32; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BIG 5: Lenders Waive 10-K Filing Deadline Until Sept. 9
-------------------------------------------------------
Big 5 Sporting Goods Corporation (Nasdaq: BGFVE) has obtained an
extension until Sept. 9, 2005, from its lenders for the Company to
deliver its audited financial statements for the fiscal year ended
Dec. 31, 2004, as required by its financing agreement.

While the Company expects to be able to deliver its audited
financial statements by then, if the Company is not able to do so,
it intends to seek another extension, although there is no
assurance that one will be granted.  The Company is in compliance
with all of the covenants contained in its financing agreement.

The Company was unable to file its 2004 financials with the
Securities and Exchange Commission by the Aug. 31, 2005, extended
deadline provided by the Nasdaq Listing Qualifications Panel.  

KPMG LLP, the Company's independent registered public accounting
firm), has informed the Company that it has not yet completed its
final review and audit of the Company's Annual Report on Form 10-K
for fiscal 2004.  Based on discussions with KPMG, the Company had
expected that this review and audit would be completed in order to
permit the filing of the Form 10-K by Aug. 31, 2005.  The Company
has now been advised by KPMG that it still needs an additional few
days for all work associated with the audit to be completed.  The
Company's previous announcements regarding the expected impact of
all known restatement items remain unchanged.

The Company previously disclosed that the Panel had granted the
Company an additional extension to Aug. 31, 2005, to file the
fiscal 2004 Form 10-K.  The Company also announced that as part of
its decision, the Panel advised the Company that no further
requests for an extension to file the fiscal 2004 Form 10-K would
be considered.  

                      Nasdaq Listing

The Company and KPMG advised the Nasdaq Listing Qualifications
Hearings Department on Aug. 31 of the status of the Company's
fiscal 2004 Form 10-K and the Company requested that the Panel
grant an additional brief extension of time to allow KPMG to
conclude its work and to enable the Company to file its Form 10-K.  
The Company has not received any decision from the Panel in
response to its request, and there can be no assurance that the
Company's request will be granted.  In the event that the request
is not granted, the Company's shares may be delisted from the
Nasdaq National Market.  In such event, the Company expects that
its shares would trade in the over-the-counter market and the
Company would apply for relisting of its shares on the Nasdaq
National Market as soon as its SEC filings were current.

Big 5 is a leading sporting goods retailer in the United States,
operating 311 stores in 10 states under the "Big 5 Sporting Goods"
name.  Big 5 provides a full-line product offering in a
traditional sporting goods store format that averages 11,000
square feet. Big 5's product mix includes athletic shoes, apparel
and accessories, as well as a broad selection of outdoor and
athletic equipment for team sports, fitness, camping, hunting,
fishing, tennis, golf, snowboarding and in-line skating.


CANDESCENT TECHNOLOGIES: Asks Court to Nix AIM Advisor's Claim
--------------------------------------------------------------
Candescent Technologies Corporation asks the U.S. Bankruptcy Court
for the Northern District of California in San Jose to approve a
stipulation providing for the disallowance of claims filed by AIM
Advisor, Inc., because these claims are duplicative of another
claim class identified in the Debtor's approved Joint Second
Amended Plan of Reorganization.

The Debtor's counsel Ramon M. Naguiat, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub PC, tells the Bankruptcy Court
that the Plan, approved on June 17, 2005, permits payment on the
principal amounts of the 7% Senior Subordinated Convertible
Debentures issued in 1998 and 2000 totaling approximately
$125 million and $85 million.  The payment will be made through
the indenture trustee, which filed the claim for all of the Debt
Securities.

Mr. Naguiat explains that AIM Advisor's claim is based upon the
beneficial ownership of a claim based on the Debt Securities and
thus is essentially included in the indenture trustee's claim.

Pursuant to the stipulation, AIM Advisor agrees to be paid
according to the payment terms outlined for the indenture
trustee's claim provided that the Plan is not amended with changes
materially adverse to the bondholders represented by AIM advisor.

The stipulation further states that if changes adversely affecting
AIM Advisor's claim are made or if the Debtors fail to make the
payments with respect to the Debt Securities contemplated by the
Plan, the Bankruptcy Court will reinstate AIM Advisor's claim.  

Mr. Naguiat informs the Bankruptcy Court that the Debtor has made
the initial payment due under the Debt Securities.

Headquartered in Los Gatos, California, Candescent Technologies
Corp. -- http://www.candescent.com/-- is a supplier of flat panel   
displays for notebook computers, communications and consumer
products.  The Company filed for chapter 11 protection on June 16,
2004 (Bankr. N.D. Calif. Case No. 04-53803).  Ramon Naguiat, 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 reported
debts and assets of more than $100 million.


CAPITAL ONE: Moves Merger Closing to Sept. 7 Due to Katrina
-----------------------------------------------------------
Capital One Financial Corporation (NYSE: COF) and Hibernia
Corporation (NYSE: HIB) have mutually agreed to reschedule the
planned closing of their transaction as a result of the
devastation and disruption caused by Hurricane Katrina.  The
companies now expect the transaction will close on Sept. 7, 2005.

As reported in the Troubled Company Reporter on March 8, 2005,
Capital One Financial Corporation and Hibernia Corporation
disclosed a definitive agreement under which Capital One will
acquire Hibernia in a stock and cash transaction valued at
approximately $5.3 billion.  Among U.S. financial institutions,
the combined company will be one of the top 10 largest consumer
lenders and one of the top 20 in terms of total deposits.

The transaction will combine Capital One, a bank holding company
that is one of the nation's leading diversified consumer financial
services companies, with Hibernia, a financial holding company
with operations in Louisiana and Texas that provides a wide array
of financial products and services through its bank and non-bank
subsidiaries, including a full range of deposit products, small
business, commercial, mortgage and private and international
banking, trust and investment management, brokerage, investment
banking and insurance.  Hibernia is the largest depository
institution in Louisiana and has 207 current locations throughout
Louisiana and 109 locations in Texas, including the high-growth
areas of Houston and Dallas-Fort Worth.

Upon closing of the transaction, Hibernia National Bank will
become a subsidiary of Capital One, with Hibernia President and
Chief Executive Officer J. Herbert Boydstun as its President,
reporting to Capital One's Chairman and Chief Executive Officer,
Richard D. Fairbank.  Hibernia's Chairman, E.R. Campbell, will
join Capital One's Board of Directors.

Under the terms of the definitive agreement, which has been
approved by both companies' boards of directors, Hibernia
shareholders will have the right, subject to proration, to elect
to receive cash or Capital One common stock, in either case having
a value equal to $15.35 plus the value at closing of .2261 Capital
One shares.  Based on the price of Capital One shares at the close
of business on March 4, 2005, the transaction is valued at
$33.00 per Hibernia share.  The actual value on consummation of
the acquisition will depend on Capital One's share price at that
time.  The total transaction value of approximately $5.3 billion
includes approximately $2.4 billion in cash.  The acquisition
price represents a 24 percent premium over the closing price of
Hibernia shares on March 4, 2005.

Hibernia is on Forbes magazine's list of the world's 2,000 largest
companies and Fortune magazine's list of America's top 1,000
companies according to annual revenue.  Hibernia has $22.1 billion
in assets and 321 locations in 34 Louisiana parishes and 36 Texas
counties.  Hibernia Corporation's common stock (HIB) is listed on
the New York Stock Exchange.

Headquartered in McLean, Virginia, Capital One Financial
Corporation -- http://www.capitalone.com/-- is a financial  
holding company whose principal subsidiaries, Capital One Bank,
Capital One, F.S.B. and Capital One Auto Finance, Inc., offer a
variety of consumer lending products.  As of June 30, 2005,
Capital One's subsidiaries collectively had 48.9 million accounts
and $83.0 billion in managed loans outstanding.  Capital One is a
Fortune 500 company and, through its subsidiaries, is one of the
largest providers of MasterCard and Visa credit cards in the
world.  Capital One trades on the New York Stock Exchange under
the symbol "COF" and is included in the S&P 500 index.

                        *     *     *

As reported in the Troubled Company Reporter on March 10, 2005,
Fitch Ratings has placed the senior debt, preferred stock, and
individual ratings of Capital One Financial Corp. -- COF -- and
related subsidiaries on Rating Watch Positive.  The short-term
ratings of 'F2' are affirmed by Fitch. Hibernia Corp. -- HIB --
and related subsidiaries have been placed on Rating Watch Negative
by Fitch:

      -- Long-term 'A-';
      -- Short-term 'F1';
      -- Individual rating 'B'.


CARILLON HOLDING: Moody's Confirms $4.5 Million Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service has taken rating actions on these notes
issued by Carillon Holding, Limited:

   (1) the U.S. $85,000,000 Class II Senior Secured Floating Rate
       Notes, Due 2008 (previously rated A1 on watch for possible
       upgrade) have been upgraded to Aaa;

   (2) the U.S. $11,000,000 Second Priority Senior Notes, Due 2008
       (previously rated B1 on watch for possible upgrade), have
       been upgraded to A1 and left on watch for possible upgrade;
       and

   (3) the U.S. $4,500,000 Senior Subordinated Notes, Due 2008
       (previously rated Caa2 on watch for possible downgrade),
       have been removed the watch for possible downgrade and
       confirmed at Caa2.

Moody's noted that the rating action is primarily a result of the
rapid amortization of the transaction since the end of the
reinvestment period.

Rating Action: Upgrade and put on watch for possible upgrade

Issuer: Carillon Holding, Ltd.

  Tranche: U.S. $85,000,000 Class II Senior Secured Floating Rate
           Notes, Due 2008

    Prior Rating: A1 on watch for possible upgrade
    Current Rating: Aaa

  Tranche: U.S. $11,000,000 Second Priority Senior Notes,
           Due 2008

    Prior Rating: B1 on watch for possible upgrade
    Current Rating: A1 on watch for possible upgrade

Rating Action: Confirm

  Tranche: U.S. $4,500,000 Senior Subordinated Notes, Due 2008

    Prior Rating: Caa2 on watch for possible downgrade
    Current Rating: Caa2


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

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

                           Responses

(a) Central Catholic High and Regis High

Central Catholic High School Alumni Association, Central Catholic
High School Parents Association, Friends of Regis High School and
Regis High School Foundation are not against the Archdiocese of
Portland in Oregon's request for a protective order on discovery,
provided Central Catholic and Regis are given adequate
dispositive motions in the "property of the estate" adversary
proceeding, Brad T. Summers, Esq., at Ball Janik LLP, in
Portland, Oregon, tells the U.S. Bankruptcy Court for the District
of Oregon.

Regis was only recently named as a defendant in the Property
Adversary and has not completed its factual investigations in
connection with the matter, Mr. Summers explains.

Regis needs to be afforded an opportunity to complete document
discovery from the Archdiocese, Mr. Summers asserts.  The
Archdiocese has provided certain documents to Regis in response to
informal document requests.  However, Regis expects and believes
that there are many documents that have not yet been produced in
part because they have no yet been located.

Central Catholic has also requested production of documents from
the Archdiocese on an informal basis.  Similarly, the Archdiocese
has produced certain documents in the response to Central
Catholic's requests, but Central Catholic believes there are many
documents that have not yet been produced because they have not
yet been located.

Given the demands that are being placed on Portland by other
matters and other parties in connection with the case, Central
Catholic and Regis have resisted pressing for a more thorough and
comprehensive response to their discovery requests.

Mr. Summers notes that if Portland is unable to devote adequate
resources to make a thorough and comprehensive review of its
files, Regis and Central Catholic must be given an opportunity to
do the thorough and comprehensive review of the files on their
own.

If motions are to be heard on the merits in the Property
Adversary Proceeding relating to the Regis property or the
Central Catholic property, Regis and Central Catholic need to be
given an opportunity to obtain complete discovery responses from
Portland, Mr. Summers says.

(b) Insurers

Several insurers contend that to the extent Portland seeks to
preclude discovery related to contested matters in the Chapter 11
case, Portland's request must be denied because:

   -- the Court cannot grant relief which contradicts express
      provisions of the Federal Rules of Bankruptcy Procedure;
      and

   -- Portland has not made a specific showing that any discovery
      requests of the Insurers imposes or will impose an
      inappropriate burden or hardship on the Archdiocese.

The Insurers consist of:

   1.  Natural Surety Corporation;

   2.  Centennial Insurance Company;

   3.  Interstate Fire and Casualty Company;

   4.  Certain Underwriters at Lloyd's London subscribing
       severally and not jointly as their interests appear to
       Policy Nos. MO 10345, SL 3075, SL 3391, SL 3831 and
       ISL 3232;

   5.  Excess Ins. Co., Ltd.;

   6.  Terra Nova Ins. Co.;

   7.  Tenecom, Ltd.; and

   8.  Sphere Drake Ins. Co. PLC

To the extent Portland merely seeks to stay discovery in the
insurance coverage adversary cases unrelated to the pending
motions for summary judgment, Portland's request should include a
request to stay the insurance adversary proceedings once the
motions for summary judgment has been resolved, Thomas W. Brown,
Esq., at Cosgrave Vergeer Kester LLP, in Portland, Oregon, says.

It would be patently unfair and impermissible as a matter of law,
to force an adversary proceeding forward without the benefit of
discovery, Mr. Brown continues.  

Portland seeks to enjoy the benefits of Chapter 11 without
accepting the burden of full disclosure on all matters relevant to
the administration of its estate.

"The Court should not condone [Portland's] apparent attempt to
unilaterally modify the requirements of the Federal Rules and to
undermine the purpose of the Chapter 11 of the Bankruptcy Code to
the detriment of other parties-in-interest," Mr. Brown tells
Judge Perris.

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


CENTURY ALUMINUM: Nordural Unit Borrows $20MM More Under Sr. Loan
-----------------------------------------------------------------
Nordural ehf, a wholly owned subsidiary of Century Aluminum Co.,
made additional borrowings totaling $20 million under its
$365 million senior term loan facility, in connection with the
ongoing expansion of the Company's primary aluminum reduction
facility in Grundartangi, Iceland.

Combined with previous borrowings, Nordural has $188 million in
principal amount outstanding under the Term Loan Facility as of
August 25, 2005.

Amounts borrowed under the Term Loan Facility may be drawn down in
minimum amounts of $10 million, on the 25th day of any month.
Drawings under the facility may be made until Sept. 30, 2006.
Nordural intends to make monthly borrowings to finance the ongoing
expansion of the Nordural facility and to fully draw the Term Loan
Facility by Sept. 30, 2006.

The full terms and conditions of the Term Loan Facility are
contained in the Loan Agreement between Nordural and the lenders
party, a copy of which is available for free at
http://ResearchArchives.com/t/s?13b   

Century Aluminum Co. owns 615,000 metric tons per year (mtpy) of
primary aluminum capacity.  The company owns and operates a
244,000-mtpy plant at Hawesville, Kentucky, a 170,000-mtpy plant
at Ravenswood, West Virginia, and a 90,000-mtpy plant at
Grundartangi, Iceland.  Century also owns a 49.67-percent interest
in a 222,000-mtpy reduction plant at Mt. Holly, South Carolina.
Alcoa Inc. owns the remainder and is the operating partner.
Century's corporate offices are located in Monterey, California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's $175 million senior unsecured convertible notes due
2024.  

These ratings were affirmed:

   * The Ba3 rating for Century's $100 million senior secured
     revolving credit facility,

   * The B1 rating for Century's $250 million 7.5% senior notes
     due 2014

   * Century's B1 senior implied rating, and

   * Century's B3 senior unsecured issuer rating.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services raised its rating on Century
Aluminum Company's $150 million 1.75% convertible notes due 2024
to 'BB-' from 'B' and removed it from CreditWatch.  At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the Monterey, California-based company.


CHENIERE LNG: Closes $600 Million Senior Secured Term Loan
----------------------------------------------------------
Cheniere LNG Holdings, LLC, an indirect wholly owned subsidiary of
Cheniere Energy, Inc. (AMEX:LNG), has closed on a $600 million
Senior Secured Term Loan with Credit Suisse.  The Term Loan has a
rate of London Interbank Offered Rate plus 2.75% and is due in
2012.  In connection with the closing, Cheniere LNG Holdings has
entered into swap agreements with Credit Suisse to hedge the LIBOR
interest rate component of the Term Loan.  The blended results of
the swap agreements on the Term Loan are an annual fixed interest
rate of 7.25% for the first 5 years.

Cheniere LNG Holdings owns Cheniere Energy's 100% equity interest
in Sabine Pass LNG, L.P. and Cheniere's 30% limited partner equity
interest in Freeport LNG Development, L.P., each of which owns an
LNG receiving terminal project that is currently under
construction.

The Term Loan proceeds will be used to fund:

    (1) Cheniere's remaining equity requirements for the
        construction of the Sabine Pass LNG receiving terminal;

    (2) a reserve account for Term Loan debt service obligations
        and pre-operating expenses;

    (3) fees and expenses of the transaction;

    (4) Cheniere's equity requirements including funds for the
        potential expansion of the Sabine Pass LNG receiving
        terminal, construction of the Corpus Christi and the
        Creole Trail LNG receiving terminals and pipelines from
        Cheniere's various LNG receiving terminals; and

    (5) Cheniere's general corporate purposes.

Cheniere Energy, Inc. -- http://www.cheniere.com/-- is a Houston  
based energy company engaged in developing LNG Receiving Terminals
and Gulf of Mexico Exploration & Production.  Cheniere is building
a 100% owned Gulf Coast LNG Receiving Terminal near Sabine Pass in
Cameron Parish, LA and developing 100% owned Gulf Coast LNG
Receiving Terminals near Corpus Christi, TX, and near the Creole
Trail in Cameron Parish, LA.  Cheniere is also a 30% limited
partner in Freeport LNG Development, L.P., which is building an
LNG Receiving Terminal in Freeport, Texas.  Cheniere explores for
oil and gas in the Gulf of Mexico using a regional database of
7,000 square miles of PSTM 3D seismic data.  Cheniere owns 9% of
Gryphon Exploration Company, along with Warburg, Pincus Equity
Partners, L.P., which owns 91%.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to the
proposed $600 million term loan B bank facility at Cheniere LNG
Holdings LLC (CLH), an indirectly owned 100% subsidiary of
Cheniere Energy Inc. (B/Stable/--), the Houston-based liquefied
natural gas (LNG) project developer.  

The rating reflects:

   * construction risk in the building of the LNG terminals;

   * cash flow available for debt service at CLH that is
     subordinated to debt service at Sabine Pass; and

   * refinancing risk.

S&P said the outlook is stable.  Standard & Poor's also assigned
its '3' recovery rating to the bank loan, indicating meaningful
(50%-80%) recovery of principal in the event of a default.


CITIGROUP MORTGAGE: Fitch Rates $2.4 Mil. Private Class at Low-B
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc. mortgage pass-
through certificates; series 2005-5 consisting of three groups
each with a separate set of related subordinate certificates:

These are rated 'AAA" by Fitch:

     -- $245,325,101 (Group I senior certificates), classes I-A1,
        I-A2, I-A3, I-A4, I-A5, I-F and I-R;

     -- $340,028,076 (Group II senior certificates) classes II-1-
        1A1, II-1-1A2, II-1-1A3, II-1-1A4, II-1-1A5, II-1-1A6, II-
        1-2A1, II-1-2A2, II-1-2A3, II-1-2A4, II-1-2A5, II-1-2A6,
        II-1-2A7, II-A2, II-A3, II-XS1, II-XS2, II-XS3, II-PO1,
        II-PO2, II-PO3 and II-R;

     -- $518,480,100 (Group III senior certificates) classes III-
        A1A, III-A1B, III-A2A, III-A2B, III-A3A, III-A3B, III-A4A,
        III-A4B, III-A5 and III-R.

Fitch also rates these Group III classes:

     -- $14,265,000 III-B1 'AA';
     -- $5,212,000 class III-B2 'A';
     -- $4,115,000 class III-B3 'BBB';
     -- $2,469,000 privately offered class III-B4 'BB';
     -- $2,195,000 privately offered class III-B5 'B'.

The privately offered $1,920,147 class III-B6 certificates are not
rated by Fitch.

Group I classes not rated by Fitch:

     -- $9,729,000 I-B1;
     -- $3,418,000I-B2;
     -- $1,841,000I-B3;
     -- $1,052,000 privately offered I-B4;
     -- $920,000 privately offered I-B5;
     -- $657,455.83 privately offered I-B6.

Group II classes not rated by Fitch:

     -- $8,901,000 II-B1;
     -- $3,204,000 II-B2;
     -- $1,424,000 II-B3;
     -- $1,068,000 privately offered II-B4;
     -- $890,000 privately offered II-B5;
     -- $535,819 privately offered class II-B6.

The 'AAA' rating on the group I senior certificates reflects the
6.70% credit enhancement provided by the 3.70% class I-B1, 1.30%
class I-B2, 0.70% class I-B3, 0.40% class I-B4, 0.35% class I-B5,
and 0.25% class I-B6.  The 'AAA' rating on the group II senior
certificates reflects the 4.50% CE provided by the 2.50% II-B1,
0.90% II-B2, 0.40% II-B3, 0.30% II-B4, 0.25% II-B5, and 0.15% II-
B6.  The 'AAA' rating on the group III senior certificates
reflects the 5.50% CE provided by the 2.60% III-B1, 0.95% III-B2,
0.75% III-B3, 0.45% III-B4, 0.40% III-B5, and 0.35% III-B6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of Greenpoint Mortgage Funding
which is rated 'RPS2-' by Fitch, GMAC Mortgage Corporation which
is rated 'RPS1' by Fitch, National City Mortgage which is rated
'RPS2-' by Fitch, Countrywide Home Loans Servicing LP which is
rated 'RPS1' by Fitch, Wells Fargo Bank, N.A. which is rated
'RPS1' by Fitch, and the master servicing capabilities of
CitiMortgage, Inc., which is rated 'RMS1-' by Fitch.

The trust will be divided into three bond groups.  Group I will
contain five loan groups, Group II will contain three loan groups,
and Group III will contain five loan groups.  All the mortgage
loans were originated by Ameriquest, Countrywide Home Loans, Inc.,
Wells Fargo Bank, N.A., GMAC Mortgage Corporation, Greenpoint,
National City Mortgage, Mortgage IT, and Quicken Loans, Inc. and
were then acquired directly by Citigroup Global Markets Realty
Corp.

Group I consists of 1,212 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$262,942,655.  The average principal balance of the loans in this
pool is approximately $216,949.  The mortgage pool has a weighted
average original loan-to-value ratio of 79.88%.  Rate/Term and
cash-out refinance loans account for 12.27% and 82.12% of the
pool, respectively.  The weighted average FICO score is 716.  The
states with the largest concentrations are California (23.92%),
New Jersey (10.03%), New York (8.21%) and Florida (7.79%).

Group II consists of 2,258 conventional, fully amortizing, fixed-
rate mortgage loans secured by first liens on single-family
residential properties with an aggregate principal of
$356,050,994.87.  The average principal balance of the loans in
this pool is approximately $157,684.  The mortgage pool has a
weighted average OLTV of 74.14%.  Rate/Term and cash-out refinance
loans account for 17.30% and 81.12% of the pool, respectively.  
The weighted average FICO score is 724.  The states with the
largest concentrations are California (17.32%), New York (10.81%),
Florida (10.58%), Texas (6.05%), Maryland (5.79%) and New Jersey
(5.74%)

Group III consists of 1,393 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$548,656,247.  The average principal balance of the loans in this
pool is approximately $393,867.  The mortgage pool has a weighted
average OLTV of 73.74%.  Rate/Term and cash-out refinance loans
account for 15.39% and 23.39% of the pool, respectively.  The
weighted average FICO score is 728. The states with the largest
concentrations are California (48.37%) and Virginia (7.07%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation,'
available on the Fitch Ratings web site at
http://www.fitchratings.com/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust which issued the certificates.  For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits.


CITIZENS COMMS: S&P Affirms BB+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Stamford, Connecticut-based Citizens Communications Co., including
the 'BB+' corporate credit rating.  All ratings were removed from
CreditWatch, where they were placed with negative implications on
May 27, 2005, following the company's announcement that its
board of directors had authorized the repurchase of $250 million
worth of its outstanding shares over the next 12 months.  The
outlook is negative.  Citizens had roughly $4.25 billion of total
debt as of June 30, 2005.
      
"The affirmation results from our belief that, despite the share
repurchases, the company should still be able to generate
sufficient cash flow after its share repurchase program and
dividend payout in order to maintain a total debt to EBITDA ratio
in the 3.5-4.0x area, a parameter supportive of the rating," said
Standard & Poor's credit analyst Allyn Arden.
     
S&P's ratings on Citizens Communications Co. reflect a
shareholder-oriented financial policy with an aggressive dividend
payout and share repurchases, as well as an increasing business
risk profile due to rising competition from cable telephony and
wireless companies, which are responsible for ongoing access line
losses and gradual revenue declines.

Additionally, Citizens does not have a firm video strategy to help
combat the triple-play bundle being offered by some cable
operators.  Material mitigating factors include:

   * Citizens' status as a well-positioned telephone carrier with
     a relatively stable;

   * high-margin incumbent local exchange carrier business
     primarily in less competitive rural areas;

   * some growth potential for data services; and

   * strong free cash flow generating characteristics.


DEAN FOODS: Names Joseph E. Scalzo as WhiteWave Foods President
---------------------------------------------------------------
Dean Foods Company selected a new President for WhiteWave Foods
Company.  Joseph E. Scalzo, currently Group President, Personal
Care and Global Value Chain for The Gillette Company, will begin
his tenure at WhiteWave Foods shortly after the completion of the
pending merger of The Gillette Company and Procter & Gamble.  He
will report directly to Gregg Engles, our Chairman of the Board
and Chief Executive Officer.

Dean Foods Company expectS to enter into an agreement with Mr.
Scalzo pursuant to which the Company will agree to pay him a
prorated 2005 salary of $600,000, subject to annual increases
beginning in 2006 at the discretion of the Compensation Committee
of our Board of Directors.  He will also receive a one-time
signing bonus of $200,000, which amount must be reimbursed on a
pro-rata basis if Mr. Scalzo voluntarily resigns his position
during his first year of employment.  Pursuant to the Company's
Executive Incentive Compensation Plan, he will be eligible to earn
an annual bonus with a target amount equal to 80% of his base
annual salary, subject to the achievement of certain operating
targets for WhiteWave Foods.  His 2005 bonus will be prorated
based on the period of time he is employed at WhiteWave Foods.
Pursuant to the Executive Incentive Compensation Plan, he will be
eligible to earn up to 200% of his target bonus if WhiteWave
Foods' operating targets are exceeded.

Prior to joining The Gillette Company in 2001, Mr. Scalzo,
currently age 47, served in various capacities at the Coca-Cola
Company from 1997 to 2001, including as Vice President & General
Manager of Coca-Cola North America and as Senior Vice President
and Chief Marketing Officer of The Minute Maid Company.  He began
his career at Procter & Gamble in 1985 where he held various
leadership positions.  Mr. Scalzo also serves on the Board of
Directors of HNI Corporation, a leading office furniture and wood
burning fireplace manufacturer.

Dean Foods Company is one of the leading food and beverage
companies in the United States.  Its Dairy Group division is the
largest processor and distributor of milk and other dairy
products in the country, with an extensive refrigerated direct-
store-delivery network.  Through its WhiteWave and Horizon
Organic brands, Dean Foods Company also owns the nation's leading
soymilk and organic milk brands.  The company's Specialty Foods
Group is a leading manufacturer of private label pickles and non-
dairy powdered coffee creamers.  Dean Foods Company and its
subsidiaries operate approximately 120 plants in 36 U.S. states,
Spain, Portugal and the United Kingdom, and employ approximately
29,000 people.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2005,
Fitch Ratings has affirmed the ratings for Dean Foods Company
following the announcement that Dean will pursue a tax-free
spin-off of its Specialty Foods Group to Dean shareholders.  Fitch
rates Dean's:

     -- Senior secured credit facility 'BBB-';
     -- Senior unsecured notes 'BB'.
     -- Rating Outlook Positive.

As of Sept. 30, 2004, Dean had approximately $3.3 billion of debt.
For the latest 12 months ended Sept. 30, 2004, Dean's total debt-
to-earnings before interest taxes depreciation and amortization  
(EBITDA) was 3.8 times, its EBITDA-to-interest incurred was 5.0x,
and its net cash from operating activities-to-total debt was
13.6%.


DERIVIUM CAPITAL: Files for Chapter 11 Protection in S.D. New York
------------------------------------------------------------------
Derivium Capital LLC filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of New York on
Sept. 1, 2005, in order to get a final determination regarding the
nature of its loan transactions.

The Debtor has been party to lawsuits commenced by borrowers that
have resulted in arbitration awards and judgments totaling
approximately $79,479,176.  The Debtor tells the Court that
liabilities arising from the said actions are subject to setoff or
indemnification from a third party.  The defense of the said
lawsuits, however, has substantially drained the Debtor's
resources and damaged its business prospects.

The Debtor's principal assets include:

    (a) unique and proprietary business model for marketing
        and administrating sophisticated loan transactions;

    (b) infrastructure to effect the transactions;

    (c) access to lenders and borrowers to realize the
        transaction; and

    (d) its various claims against third parties for breach
        of contract, indemnification, set-off, insider trading and
        abuse of process.

                      IRS Investigation

The Internal Revenue Service investigated the Debtor's financial
transactions.  The IRS concluded that the multi-billion loan
transaction marketed and administrated by the Debtor should have
been taxed.

As a result of the IRS' probe, the Debtor is unable to continue
its operations.

                         DOC Lawsuit

The Debtor is a defendant to a lawsuit brought by the California
Department of Corporations in 2002 (Case No. 02-05849), which
alleges non-compliance with the California's Finance Lenders Law's
required licensing during 1998-2001.  The lawsuit remains
unsettled.

Contrary to the IRS' conclusion, the Superior Court of California
in Sacramento County determined that the loan transactions were
legitimate and do not create tax liabilities.

The Debtor contended that the DOC violated California law by
disclosing confidential information about borrowers to the
California Franchise Tax Board.

Despite the State Court's determination, the Tax Board alleged
that the transactions were sales of securities.  The transactions
also attempted to impose taxes and penalties on the Debtor's
California clients.

The Debtor says that it intends to obtain a declaratory relief
with respect to the nature of its loan transactions in accordance
with the provisions of the Bankruptcy Code.

A favorable tax determination will enable it to re-establish its
successful financial services operation and revive its business in
California.  A business, the Debtor reveals, "generated over a
billion dollars in loan transactions from 1999-2002."

The Debtor says it could have arranged up to $50 million in loan
transactions through negotiations with several parties, prior to
the IRS' investigation.

The Debtor tells the Court that given the opportunity, it believes
it will be able to:

    * establish the legitimacy of its loan business;

    * negotiate an agreement with an interested party to fund the
      loans;

    * file a chapter 11 plan; and

    * pay creditors a substantial percentage of their respective
      claims.

Headquartered in Tuxedo, New York, Derivium Capital LLC markets
and administers loans.  The Company filed for chapter 11
protection on Sept. 1, 2005 (Bankr. S.D.N.Y. Case NO. 05-37491).  
Steven Soulios, Esq., at Ruta & Soulios, LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $60,000,000 ini assets
and $79,890,199 in debts.


DERIVIUM CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Derivium Capital LLC
        P.O. Box 754
        Tuxedo, New York 10987

Bankruptcy Case No.: 05-37491

Type of Business: The Debtor markets and administers loans.

Chapter 11 Petition Date: September 1, 2005

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Steven Soulios, Esq.
                  Ruta & Soulios, LLP
                  1500 Broadway, 21st Floor
                  New York, New York 10036
                  Tel: (212) 997-4500
                  Fax: (212) 768-0649

Total Assets: $60,000,000

Total Debts:  $79,890,199

Debtor's 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   General Holdings, Inc.                     $46,572,069
   P.O. Box 2050
   Fair Oaks, CA 95628

   Morouse Family Trust                       $15,008,887
   c/o Stephen A. Husman, Esq.
   Turner, Padgett LLP
   1901 Main Street
   Columbia, SC 29201

   Robert G. Sabelhaus                        $10,277,234
   227 Greenspring Valley Road
   Owings Mills, MD 21117

   Bancroft Ventures Limited                   $4,637,425
   European Union Information Office
   2 Sofouli Street, Second Floor
   1095 Nicosia, Cyprus

   Hammond 1994 FLP                            $3,191,094
   1943 Running Springs
   Kingswood, TX 77339

   The Newton Family                           $2,134,444
   P.O. Box 14670
   Jackson, WY 83001

   Shenandoah Holdings, LLC                    $1,542,400
   1117 Desert Lane
   Las Vegas, NV 89102

   J. Rodney Seal                              $1,395,405
   c/o David M. Woodbridge
   Sirote &Permutt, PC
   P.O. Box 55727
   Birmingham, AL 35255-5727

   Department of Corporations                  $1,250,000
   Enforcement Division
   1515 K Street, Suite 200
   Sacramento, CA 95814-4052

   Lee Family Trust                              $900,000
   c/o Christopher D. Denny, Esq.
   The Corporate Law Group
   500 Airport Boulevard, Suite 120
   Burlingame, CA 94010

   Musick Peeler & Garrett LLP                   $171,338
   One Wilshire Boulevard, Suite 2000
   Los Angeles, CA 90017

   Yuri Debevc                                   $100,000
   1483 Burning Tree Road
   Charleston, SC 29412

   Shartsis Friese LLP                            $99,704
   One Maritime Plaza, 18th Floor
   San Francisco, CA 94111-3598

   Barnwell Whaley Patterson & Helms LLP          $50,983
   885 Island Park Drive
   P.O. Drawer H
   Charleston, SC 29402

   Shearman & Sterling                            $39,123
   801 Pennsylvania Avenue
   Washington, DC 20004

   David S. Liu & Pi-yal Aileen Liu               Unknown
   110 Algonquin Road
   Newton, MA 02467

   Pete & Maureen Botting                         Unknown
   c/o Geoffrey P. Chism, Chism,
   Thiel, McCafferty & Campbell
   2001 Western Avenue, Suite 430
   Seattle, WA 98121

   McGeehee Family Partnership                    Unknown
   700 Colonial Road, Suite 125
   Memphis, TN 38117

   WCN/GAN Partners, Ltd.                         Unknown
   Arthur Fine, Mitchell Silberberg & Knupp, LLP
   11377 West Olympic Boulevard
   Los Angeles, CA 90064-1683

   Jacobs Applied Technologies                    Unknown
   P.O. Box 63125
   Goose Creek, SC 29445


DOANE PET: Moody's Reviews $150 Million Sr. Sub. Notes Junk Rating
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Doane Pet Care
Company and Doane Products Company under review for possible
upgrade.  This follows Doane's announcement that it has entered
into a definitive agreement in which its parent company -- Doane
Pet Care Enterprises, Inc., will be acquired by Teachers' Private
Capital for $840 million.  Doane has stated that as part of the
transactions, Teachers will make a substantial equity investment
into Doane, allowing it to retire all of its outstanding preferred
stock and reduce the amount of funded debt on its balance sheet.

As part of the review, Moody's will evaluate:

   1) the post transaction capital structure and resulting
      financial flexibility of the company;

   2) Doane's progress in improving its underlying operating
      performance; and

   3) the degree to which Doane's customer contract renegotiations
      over the past year has improved its ability to pass on
      commodity price changes, and hence dampen earnings and cash
      flow volatility.

Doane's existing ratings are limited by:

   * a weak balance sheet and a high level of debt;
   * weak operating performance;
   * its exposure to volatile commodity input; and
   * packaging and fuel costs.

Doane's ratings gain material support from its:

   * dominant position in private label dry pet food in the US;
   * the large scale of its dry pet food manufacturing operations;
   * its distribution reach; and
   * the strength of its relationship with Wal-Mart.

Ratings placed under review for possible upgrade are:

  Doane Pet Care Company:

     * $35 million senior secured revolving credit at B2

     * $195 million senior secured term loan B at B2

     * $213 million 10.75% senior unsecured notes, due 2010 at B3

     * $150 million 9.75% senior subordinated notes, due 2007
       at Caa2

     * Corporate family rating at B3

  Doane Products Company:

     * $106 million redeemable preferred securities at Ca

Based in Brentwood, Tennessee, Doane Pet Care Company is a
manufacturer of private label pet food.


E*TRADE FINANCIAL: Appoints Ken Hight EVP for Capital Markets
-------------------------------------------------------------
E*TRADE FINANCIAL Corporation (NYSE: ET) reported the appointment
of Ken Hight to the position of Executive Vice President, Capital
Markets, effective September 6, 2005.  

Mr. Hight joins the Company from another electronic trading
pioneer, Investment Technology Group, Inc.  As Executive Vice
President, Capital Markets, Mr. Hight will be responsible for the
management of the Company's Institutional equity business,
including market making, global institutional brokerage,
electronic trading products (DMA), wholesale execution and the
securities lending operations.  Mr. Hight will report to Dennis
Webb, President, E*TRADE Capital Markets.

Mr. Hight comes to E*TRADE with over 30 years experience in the
financial services industry.  He most recently served as Chief
Executive Officer and President, ITG Canada, having joined the
company in March 2000 to establish that subsidiary.  Prior to ITG,
Mr. Hight spent seven years with TD Securities where he served as
Deputy Chair, responsible for Global Institutional Equities, and
as a member of the Executive Committee.  Mr. Hight has also held
various senior management positions with TD Bank in Australia,
Canada and the United States.

"E*TRADE Capital Markets is differentiated in that it benefits
from the unique flows of business generated by our Retail
customers," said R. Jarrett Lilien, President and COO, E*TRADE
FINANCIAL.  "The opportunity is to fully leverage these flows
through interaction with our Institutional customer base.  Ken's
overall experience with both the global Institutional markets and
the electronic delivery of execution services makes him the ideal
choice to lead us toward fully realizing this opportunity."

Mr. Hight said, "It is an exciting time to join E*TRADE Capital
Markets, a group that has accomplished a great deal over the past
few years and already accounts for approximately four percent of
the consolidated tape for Listed and OTC securities.  I look
forward to working with E*TRADE FINANCIAL's extraordinary team."

E*TRADE Capital Markets provides global execution, independent
research, settlement, brokerage services, market making,
electronic trading products, wholesale execution and securities
lending to financial institutions around the world.  From
locations in New York, Chicago, Toronto, London, Tokyo and
Hong Kong, E*TRADE Capital Markets offers 24-hour trading coverage
in equities, foreign exchange and fixed income products in over 42
markets; and is a leading market maker in over 9000 Listed,
NASDAQ, Bulletin Board, Pink Sheets, ADR and Foreign Securities.
    
The E*Trade Financial family of companies provide financial  
services including trading, investing, banking and lending for  
retail and institutional customers.  Securities products and  
services are offered by E(x)TRADE Securities LLC (Member  
NASD/SIPC). Bank and lending products and services are offered by  
E(x)TRADE Bank, a Federal savings bank, Member FDIC, or its  
subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,  
Moody's Investors Service affirmed all outstanding ratings of   
E*Trade Financial Corporation ("E*Trade"; long-term senior debt at   
B1) and its lead bank subsidiary, E*Trade Bank (long-term deposits   
at Ba2; other senior obligations at Ba3).  The rating outlooks   
remain stable.  

In addition, Standard & Poor's Ratings Services changed its  
outlook on E*TRADE Financial Corp. to stable from positive.  At  
the same time, Standard & Poor's affirmed its 'B+' long-term  
counterparty credit rating on E*TRADE Financial Corp and its  
'BB/Stable/B' counterparty credit rating on E*TRADE Bank.  
        
"The outlook change reflects E*TRADE's increased financial   
leverage and decreased liquidity as a result of the company's   
announced acquisition of Harrisdirect for $700 million," said   
Standard & Poor's credit analyst Helene De Luca.


EAGLEPICHER HOLDINGS: Claims Bar Date Slated for Sept. 30
---------------------------------------------------------
The Honorable J. Vincent Aug, Jr., of the U.S. Bankruptcy Court
for the Southern District of Ohio, Western Division, established
4:00 p.m. on Sept. 30, 2005, as the deadline for all creditors
owed money on account of claims arising prior to April 11, 2005,
against EaglePicher Holdings, Inc., and its debtor-affiliates, to
file proofs of claim.

Creditors must file written proofs of claim on or before the
September 30 Claims Bar Date and those forms must be sent either:

   (a) by mail or courier to:

       Mr. Michael D. Webb
       Clerk of the Bankruptcy Court
       U.S. Bankruptcy Court for the Southern District of Ohio
       Western Division
       221 East 4th Street, Atrium Two, Suite 800
       Cincinnati, OH 45202

          - or -

   (b) by electronic filing through the Court's Electronic
       Case Filing System at http://ecf.ohsb.uscourts.gov/

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.


EL PASO: Closes $834 Million Medicine Bow Energy Acquisition
------------------------------------------------------------
El Paso Corporation (NYSE: EP) has closed its previously announced
acquisition of Denver-based Medicine Bow Energy Corporation for
$834 million in cash through its wholly owned subsidiary, El Paso
Production Holding Company.

The adjusted purchase price of $834 million is primarily
attributable to Medicine Bow's acquisition of incremental
ownership interest in Four Star Oil & Gas prior to closing.  
El Paso's ownership of Four Star at closing is 43.1 percent, up
from 38.6 percent when the transaction was originally announced.  
Estimated proved reserves associated with the Medicine Bow
acquisition are 383 billion cubic feet equivalent, and estimated
average daily production is 103 million cubic feet equivalent per
day.  As indicated previously, Four Star's reserves and volumes
will not be consolidated into El Paso Corporation's or El Paso
Production Holding Company's financial reports but will be
reported as an equity interest.

                  Increased Presence in Denver

Slightly more than half of the acquired proved reserves are in the
Rocky Mountains, expanding El Paso's presence in this important
region.  "We are excited to increase our presence in the Rockies,
and we expect to retain the majority of Medicine Bow's talented
staff as well as its existing office in downtown Denver," said
Lisa Stewart, president of El Paso's Production and Non-regulated
Operations.  "In addition, we plan to move the management of El
Paso's existing Rockies assets to Denver from Houston and will add
additional personnel to the Denver office to focus on expanding
our Rockies presence."

El Paso Corporation -- http://www.elpaso.com/-- provides natural  
gas and related energy products in a safe, efficient, and
dependable manner.  The company owns North America's largest
natural gas pipeline system and one of North America's largest
independent natural gas producers.

                        *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to El
Paso Corp.'s subsidiary Colorado Interstate Gas Co.'s planned
$200 million senior unsecured notes.

At the same time, Standard & Poor's affirmed its 'B-' corporate
credit ratings on El Paso and its subsidiaries and revised the
outlook on the companies to stable from negative.

The outlook revision reflects El Paso's progress on restructuring
its business and the company's improved liquidity ahead of large
debt maturities in the next three years.

"The stable outlook reflects the expectation that El Paso will
continue to address adequately the company's operational and
financial issues," said Standard & Poor's credit analyst Ben
Tsocanos.

"Although liquidity is not an immediate concern, El Paso will
struggle to produce enough cash flow to barely cover its debt
service as it tackles the challenges in its plan," said Mr.
Tsocanos.


ENESCO GROUP: Amended Credit Facility Resets EBITDA & Covenants
---------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) amended its current U.S. credit
facility, effective as of Aug. 31, 2005.  The ninth amendment
reset the Company's minimum EBITDA and capital expenditure
covenants through the facility termination date, Dec. 31, 2005,
based on the Company's reforecast and long-term partnership with
Bank of America, as successor to Fleet National Bank, and LaSalle
Bank.  The Company is aggressively pursuing a replacement senior
credit facility.

The ninth amendment also added the accounts receivable and
inventories of Enesco Limited, Enesco Holdings Limited and
Bilston & Battersea Enamels Limited, and the accounts receivable
of Enesco International (H.K.) Limited as eligible collateral to
the borrowing base under the current credit facility, and reduced
the advance rate on inventory from 50% to 33%.

The ninth amendment also increased the current credit facility
size to $75.0 million, rather than a variable size of $50 million
to $70.0 million.

As reported in the Troubled Company Reporter on June 30, 2005,
Enesco Group, Inc. obtained a waiver of its minimum EBITDA
covenant default for April 2005 and May 2005 and a waiver of
compliance with this covenant through July 31, 2005, from Fleet
National Bank, agent under its existing United States credit
facility with Fleet National Bank and LaSalle Bank N.A.   

Enesco Group, Inc. -- http://www.enesco.com/-- distributes  
products to a wide variety of specialty card and gift retailers,
home decor boutiques as well as mass-market chains and direct mail
retailers.  Internationally, Enesco serves markets operating in  
Europe, Canada, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries located in Europe and Canada, and a business unit in  
Hong Kong, Enesco's international distribution network is a leader
in the industry.  The Company's product lines include some of the
world's most recognizable brands, including Heartwood Creek by Jim  
Shore, Walt Disney Company, Walt Disney Classics Collection, Pooh  
& Friends, Nickelodeon, Bratz, Halcyon Days, Lilliput Lane and  
Border Fine Arts, among others.

At June 30, 2005, Enesco's balance sheet showed $156.7 million in
assets and liabilities totaling $85.7 million.  

                         *     *     *

               What Happened to Precious Moments?  

On May 17, 2005, pursuant to a Seventh Amendment and Termination
Agreement, Enesco, Inc., terminated its license agreement with
Precious Moments, Inc. to sell Precious Moments licensed products.
As part of the PM Termination Agreement, the Company also entered
into a Transitional Services Agreement with PMI in which the
Company agreed to provide transitional services to PMI related to
its licensed inventory for a period of time, but ending not later
than December 31, 2006.


FEDDERS CORP: Majority of Noteholders Agree to Waive Default
------------------------------------------------------------
Fedders Corporation (NYSE: FJC) reached an agreement in principle
with holders representing more than a majority in principal amount
of Fedders North America's $155 million principal amount of 9-7/8%
Senior Notes due 2014 on a waiver of the existing event of default
under the Senior Notes.

The event of default results from the Company's failure to timely
file its Form 10-K for the year ended Dec. 31, 2004, as previously
announced on June 30, 2005, and other defaults resulting from its
failure to timely file its subsequent quarterly reports.  The
Company has also reached agreement in principle with its senior
lender with respect to the waiver under the Senior Notes and a
waiver of the default under its agreement with the senior lender,
also related to the failure to timely file the Form 10-K and
subsequent quarterly reports.  Both agreements are subject to
completion of final documentation and there can be no assurance
that the Company will reach a final agreement with the holders of
the Senior Notes and the Company's senior lender.

The Company will not make the Sept. 1, 2005, interest payment due
on its Senior Notes until final documentation concerning the
waiver is completed with the holders of the Senior Notes.  The
Company intends to make the interest payment promptly following
receipt of the requisite waiver.

In connection with reaching agreement in principle with the
holders of the Senior Notes, the Company's Board of Directors did
not declare quarterly dividends on the Company's Series A
Cumulative Preferred Stock, Common Stock or Class B Stock which
ordinarily would be paid on Sept. 1, 2005.

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

                     *     *     *

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

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

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

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


FINLAY FINE: S&P Lowers Corporate Credit Rating to B+ from BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
specialty jewelry retailer, Finlay Fine Jewelry Corp., including
its corporate credit rating to 'B+' from 'BB-'.  The outlook is
negative.  The ratings are removed from CreditWatch, where they
were placed with negative implications on March 2, 2005.
     
The rating action follows the completion of the merger between
Finlay's two largest customers, Federated Department Stores Inc.
and May Department Stores Co.
      
"We believe the merger will increase Finlay's business risk," said
Standard & Poor's credit analyst Ana Lai.  The merged entity will
account for more than 70% of New York-based Finlay's total sales.
Given the high revenue concentration, Finlay's bargaining power
could be reduced and profitability could be pressured as leases
come up for renewal.
     
More important, Finlay is vulnerable to potential store closings
arising from the rationalization of the merged company's store
base, as well as the assumption of jewelry department operations
by host department stores as the merged entity seeks to achieve
synergies.  Although Federated has not made any decision regarding
Lord & Taylor, it plans to rebrand May's other stores to the
Macy's name and to sell 75 department stores.  Finlay operates
more than 40 of these locations, which bring in annual sales of
over $50 million.
     
Despite long-standing relationships with most of its host store
groups, Finlay's leases average less than five years.  Therefore,
depending on Federated's jewelry strategy, Finlay's business could
face increasing pressure as its leases with the combined company
expire.


FIRST HORIZON: Fitch Places BB Rating on $2.9 Mil. Class B Certs.
-----------------------------------------------------------------
Fitch rates First Horizon Alternative Mortgage Trust mortgage
pass-through certificates, series 2005-AA8:

     -- $509.1 million classes I-A-1, I-A-2, I-A-R, II-A-1,
        III-A-1 and III-A-2 certificates (senior certificates)
        'AAA';

     -- $11.3 million class B-1 certificates 'AA';

     -- $6.2 million class B-2 certificates 'A';
  
     -- $4.8 million class B-3 certificates 'BBB';

     -- $2.9 million class B-4 certificates 'BB';

     -- $2.4 million class B-5 certificates 'B'.

The 'AAA' rating on the senior certificates reflects the 5.55%
subordination provided by the 2.10% class B-1, the 1.15% class
B-2, the 0.90% class B-3, the 0.55% privately offered class B-4,
the 0.45% privately offered class B-5, and the 0.40% privately
offered class B-6 (not rated by Fitch).  The classes B-1, B-2,
B-3, B-4, and B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B'
based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

The certificates represent ownership interests in a trust fund
that consists of three pools of mortgage loans.  The senior
certificates whose class designation begins with I, II, and III
correspond to pools I, II, and III, respectively.  Each of the
senior certificates generally receives distributions based on
principal and interest collected from mortgage loans in its
corresponding mortgage pool.  If on any distribution date a pool
is undercollaterized and borrower payments from the underlying
loans are insufficient to pay senior certificate principal and
interest, borrower payments from the other pool that would have
been distributed to the subordinate certificates will instead be
distributed as principal and interest to the undercollaterized
group's senior certificates.  The subordinate certificates will
only receive principal and/or interest distributions after all the
senior certificates receive all their required principal and
interest distributions.

Pool I consists of conventional, fully amortizing, adjustable-rate
mortgage loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.  The loans have an initial fixed interest
rate period of three years.  Thereafter, the interest rate will
adjust semi-annually based on the sum of six-month LIBOR index and
a gross margin specified in the applicable mortgage note.

Approximately 83.10% of the mortgage loans in pool I have
interest-only payments scheduled for a period of 10 years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.

The aggregate principal balance of this pool is $24,020,167, and
the average principal balance is approximately $245,104.  The
mortgage pool has a weighted average original loan-to-value ratio
of 72.84%, and the weighted average FICO is 720.  Rate/term and
cash-out refinance loans account for 9.54% and 41.41% of the pool,
respectively.  Second homes represent 3.74% of the pool, and
investor occupancies represent 14.02% of the pool.  The states
with the largest concentrations are California (15.80%), Arizona
(10.70%), Florida (8.83%), Virginia (8.19%), Washington (7.81%),
New Jersey (6.99%), Nevada (6.58%), and Georgia (5.79%).  All
other states represent less than 5% of the pool as of cut-off
date.

Pool II consists of conventional, fully amortizing, adjustable-
rate mortgage loans secured by first liens on single-family
residential properties, substantially all of which have original
terms to maturity of 30 years.  The loans have an initial fixed
interest rate period of five years.  Thereafter, the interest rate
will adjust semi-annually based on the sum of the six-month LIBOR
index and a gross margin specified in the applicable mortgage
note.

Approximately 85.52% of the mortgage loans in pool II have
interest-only payments scheduled for a period of 10 years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.

The aggregate principal balance of this pool is $379,905,359 and
consists of conventional, fully amortizing, adjustable-rate
mortgage loans secured by first liens on single-family residential
properties, substantially all of which have original terms to
maturity of 30 years.  The average principal balance is
approximately $201,755.  The mortgage pool has a weighted average
OLTV of 75.82%, and the weighted average FICO is 719.  Rate/term
and cash-out refinance loans account for 9.48% and 22.09% of the
pool, respectively.  Second homes represent 4.17%, and investor
occupancies represent 24.77% of the pool.  The states with the
largest concentration are California (12.23%), Arizona (12.13%),
Virginia (9.27%), Washington (7.90%), Maryland (7.86%), and
Florida (6.09%). All other states represent less than 5% of the
pool as of cut-off date.

Pool III consists of conventional, fully amortizing, adjustable-
rate mortgage loans secured by first liens on single-family
residential properties, substantially all of which have original
terms to maturity of 30 years.  The loans have an initial fixed
interest rate period of five years.  Thereafter, the interest rate
will adjust semi-annually based on the sum of six-month LIBOR
index and a gross margin specified in the applicable mortgage
note.

Approximately 88.54% of the mortgage loans in pool II have
interest-only payments scheduled for a period of 10 years
following the origination date of the mortgage loan.  Thereafter,
monthly payments will be increased to include principal and
interest payments to sufficiently amortize the loan over the
remaining term.  The aggregate principal balance of this pool is
$135,102,019 and consists of conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties, substantially all of which have
original terms to maturity of 30 years.

The average principal balance is approximately $565,280. The
mortgage pool has a weighted average OLTV of 73.37%, and the
weighted average FICO is 719.  Rate/term and cash-out refinance
loans account for 7.45% and 35.96% of the pool, respectively.
Second homes represent 9.15%, and investor occupancies represent
13.34% of the pool.  The states with the largest concentration are
California (32.96%), Virginia (16.87%), and Arizona (10.05%). All
other states represent less than 5% of the pool as of cut-off
date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release dated May 1, 2003 'Fitch Revises Rating
Criteria in Wake of Predatory Lending Legislation,' available on
the Fitch Ratings web site at http://www.fitchratings.com/

All the mortgage loans were originated or acquired in accordance
with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-AA8, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FIRST HORIZON: Fitch Assigns Low-B Rating to Two Cert. Classes
--------------------------------------------------------------
Fitch rates First Horizon Asset Securities Inc. $353.8 million
mortgage pass-through certificates, series 2005-5 class I-A-1
through I-A-12, I-A-PO, I-A-R, II-A-1, II-A-PO certificates 'AAA'.

In addition, Fitch rates these issues:

     -- $7,129,000 class B-1 'AA';
     -- $2,012,000 class B-2 'A';
     -- $914,000 class B-3 'BBB';
     -- $731,000 class B-4 'BB';
     -- $548,000 class B-5 'B'.

The class B-6 certificates are not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.25%
subordination provided by the 1.95% class B-1, the 0.55% class
B-2, the 0.25% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6 certificates.  The ratings on the class B-1,
B-2, B-3, B-4, and B-5 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings reflect the quality of the mortgage collateral, strength
of the legal and financial structures, and the servicing
capabilities of First Horizon Home Loan Corporation, currently
rated 'RPS2' by Fitch.

As of the cut-off date, Aug. 1, 2005, pool I consists of 630
conventional, fully amortizing, 30-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $335,342,802.
The average principal balance of the loans in this pool is
approximately $532,290.

The mortgage pool has a weighted average original loan-to-value
ratio of 70.89%.  The weighted average FICO score is approximately
746.  The states that represent the largest portion of the
mortgage loans are California (27.15%), Virginia (11.95%),
Washington (8.55%), Maryland (8.45%), and Massachusetts (5.83%).
All other states represent less than 5% of the pool as of the cut-
off-date.

As of the cut-off date, Aug. 1, 2005, pool II consists of 54
conventional, fully amortizing, 15-year fixed-rate mortgage loans
secured by first liens on one- to four-family residential
properties, with an aggregate principal balance of $30,294,185.
The average principal balance of the loans in this pool is
approximately $561,003.

The mortgage pool has a weighted average OLTV of 59.63%.  The
weighted average FICO score is approximately 756.  The states that
represent the largest portion of the mortgage loans are California
(26.11%), Tennessee (12.81%), Maryland (9.06%), Utah (6.84%),
Washington (6.77%), Connecticut (6.04%), and Massachusetts
(5.73%). All other states represent less than 5% of the pool as of
the cut-off-date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

All of the mortgage loans were originated or acquired in
accordance with First Horizon Home Loan Corporation's underwriting
guidelines.  The trust, First Horizon Mortgage Pass-Through Trust
2005-5, was created for the sole purpose of issuing the
certificates.  For federal income tax purposes, an election will
be held to treat the trust as multiple real estate mortgage
investment conduits.  The Bank of New York will act as trustee.


FYTOKEM PRODUCTS: June 30 Balance Sheet Upside Down by $478,239
---------------------------------------------------------------
Fytokem Products Inc. reported its second quarter financial
results for the period ending June 30, 2005.

Second quarter sales growth brought sales for the first half of
the year up by 62% over the first half of last year.  This growth
continues the strong overall sales trend established during the
later months of last year and expected for the balance of the
year.  A quarterly reduction year-over-year of $91,000 in other
sources of revenue combined with a decrease in gross margin due to
one-time increases in production costs resulted in a $104,000 loss
this quarter.

Sales of Tyrostat(TM), the Company's skin-lightening line of
products, have grown sharply during the first half of 2005 to more
than three times higher than all of last year.  For the first time
Tyrostat(TM), sales made up over half of total sales during the
first six months of this year.  Canadian Willowherb(TM) sales have
grown as well, and several mass market customers are now
conducting trials on Canadian Willowherb(TM) based products.

Long-term marketing efforts in India are showing positive results.   
The Company recently finalized an agreement with Unimarck Pharma
(India) Ltd.  As part of this agreement Unimarck is now in the
process of obtaining approval from the Indian Drug Authority for
the use of the Company's products as active pharmaceutical
ingredients for sale in India's pharma market.

"I am excited by the combination of strong sales growth within our
existing markets, the anticipated approval of our products by the
IDA and the sales expected to flow from this" said Art Hesje,
President & CEO.  "We are gearing up for an exciting second half
of 2005."

Fytokem Products Inc. develops and delivers proven natural
ingredients to leading formulators in the personal care,
nutraceutical and pharmaceutical industries.  The Company has been
issued patents for technology related to two of its products and
has other patent applications pending.

As of June 30, 2005, Fytokem Products' equity deficit widened to
$478,239 from a $347,537 equity deficit at Dec. 31, 2004.


GARDENBURGER INC: Terminates Robert Trebing's Services as SVP
-------------------------------------------------------------
Gardenburger, Inc., terminated the services of Robert T. Trebing,
Jr., the Company's Senior Vice President and Chief Financial
Officer and Secretary, without cause from his employment as the
Company's Senior Vice President, on Aug. 26, 2005.  

Mr. Trebing will receive severance under his Employment Agreement
with the Registrant, as amended, in the amount of:

   (a) Mr. Trebing's annual base salary payable in full on the
       termination date; and

   (b) continuation of all health and welfare benefits for Mr.
       Trebing and his dependents for a period of 12 months
       following termination at the same or comparable levels of
       coverage.

In connection with his termination of employment, Mr. Trebing
entered into a Separation Agreement with the Company, pursuant to
which Mr. Trebing agreed to release the Registrant from any and
all claims of any kind and not to compete with the Company for a
period of three years following his termination.  

A full-text copy of the Separation Agreement is available for free
at http://ResearchArchives.com/t/s?13f

The Company and Mr. Trebing also entered into a consulting
agreement, whereby Mr. Trebing will continue to serve as the
Company's Chief Financial Officer as a consultant.  The Consulting
Agreement provides for a lump sum payment to Mr. Trebing in the
amount of $25,500 upon signing of the agreement, and $8,500 every
two weeks.  Pursuant to the Consulting Agreement, Mr. Trebing will
render financial consulting services and advice to the Company,
including, without limitation, serving as the Company's principal
financial officer.  

A full text copy of the Consulting Agreement is available for free
at http://ResearchArchives.com/t/s?140

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.,
is an innovator in meatless, low- fat food products. The Company
distributes its flagship Gardenburger(R) veggie patty to more than
30,000 food service outlets throughout the United States and
Canada.  Retail customers include more than 24,000 grocery,
natural food and club stores.  Based in Portland, Ore., the
Company currently employs approximately 175 people.

At June 30, 2005, the Company's balance sheet shows $20,244,000 in
total assets and a $79,173,000 stockholders deficit.  

The company was out of compliance with certain debt covenants as
of June 30, 2005, under its credit agreements with CapitalSource
Finance LLC and Annex Holdings I LP.


GILBERT DISTRIBUTING: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: The Gilbert Distributing Company
        Box 1600
        Gilbert, West Virginia 25621

Bankruptcy Case No.: 05-22776

Type of Business: The Debtor is a wholesaler of motor oil and
                  synthetic lubricants.

Chapter 11 Petition Date: August 31, 2005

Court: Southern District of West Virginia (Charleston)

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  P.O. Box 4427
                  Charleston, West Virginia 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
WV State Tax Department       Motor fuel excise       $2,588,692
                              tax + interest +
                              additions to tax

James R. Harless                                        $187,000
P.O. Box 1210
Gilbert, WV 256211210

Marathon Oil                                            $111,463
539 South Main Street
Findlay, OH 45840

Pennzoil Products Company                                $98,134

Bristol Lubricants Co.                                   $91,664

Gilbert Development Co., Inc.                            $84,000

Gilbert Supply                                           $54,241

Internal Revenue Service                                 $29,415

Century Lubricants                                       $22,183

Pamela Anne Lambert ATL                                  $20,661

Advantage Tank Lines                                      $6,476

Kentucky Department of Tax                                $6,353
and Revenue

Town of Gilbert                                           $4,544

American Express                                          $3,245

WV State Tax Department       Sales tax                   $3,197

McNeal, Williamson & Co.,                                 $2,880
CPA's

Kat Tank                                                  $2,653

Coal City parts Company                                   $2,340

WV Workers Compensation                                   $1,838
Commission

APS Petroleum Equipment                                     $850


GSRPM MORTGAGE: Future Loss Expectations Prompt Fitch's Downgrade
-----------------------------------------------------------------
Fitch takes these rating actions one GSRPM Mortgage Trust issue:

   Series 2002-1:

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

The affirmation of the class A reflects a stable relationship
between credit enhancement and future loss expectations and the
guaranty of payment by Ambac Assurance Corporation.  The
affirmation affects approximately $58.3 million of outstanding
certificates.

The negative rating actions on classes M-1, M-2, and B, which are
$34 million of outstanding certificates, reflect deterioration in
the relationship between credit enhancement and future loss
expectations.  While Fitch feels there is no material risk of a
principal writedown of the M-1 and M-2 classes under the expected-
case scenario, neither class is currently able to satisfactorily
sustain the projected stressed-case scenarios required to maintain
their respective initial ratings.

Although the bonds have benefited from significantly more excess
spread to date than initially expected due to a favorable interest
rate environment, losses on the collateral to date have been
higher than initially expected.  As of the August 2005
distribution, the cumulative loss was 6.75%.  In recent months,
net losses have exceeded available excess spread, which has
prevented the overcollateralization from remaining at its target.

The mortgage pool consists of reperforming loans, which at some
point prior to closing may have been delinquent.  At closing, a
portion of the pool was delinquent and some mortgage loan
documents required to be delivered to the servicers were missing
or incomplete.

The mortgage loans were acquired from EquiCredit, KeyBank, Wells
Fargo, US Bank, and other sellers.  The loans are collectively
serviced by Countrywide Home Loans, Inc., Wells Fargo, and Select
Portfolio Servicing.  Countrywide and Wells Fargo are rated 'RPS1'
and Select is rated 'RPS2-' by Fitch as primary servicers.

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


HARBORVIEW MORTGAGE: Fitch Puts BB Rating on $28.5MM Certificates
-----------------------------------------------------------------
Fitch rates HarborView Mortgage Loan Trust 2005-9 mortgage loan
pass-through certificates:

     --$2,183,908,200 class 1-A, 2-A-1A through 2-A-1C, 1-PO,
       2-PO, 3-PO, and A-R 'AAA';

     --$50,519,000 class B-1 'AA+';

     --$46,632,000 class B-2 'AA+';

     --$29,792,000 class B-3 'AA+';

     --$25,906,000 class B-4 'AA+';

     --$25,906,000 class B-5 'AA';

     --$23,316,000 class B-6 'AA-';

     --$22,020,000 class B-7 'A+';

     --$19,430,000 class B-8 'A';

     --$18,134,000 class B-9 'A-';

     --$41,450,000 class B-10 'BBB-';

     --$28,497,000 class B-11 'BB';

The class B-12 and B-13 are not rated by Fitch.

The 'AAA' ratings on the class 1-A, 2-A-1A through 2-A-1C, 1-PO,
2-PO, 3-PO, and A-R certificates are based on the 15.70% credit
enhancement provided by the 1.95% class B-1, 1.80% class B-2,
1.15% class B-3, 1.00% class B-4, 1.00% class B-5, 0.90% class
B-6, 0.85% class B-7, 0.75% class B-8, 0.70% class B-9, 1.60%
class B-10, 1.10% class B-11, 1.60% class B-12, and 1.30% class
B-13.  The ratings on the classes B-1 through B-11 certificates
are based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings reflect the
quality of the mortgage collateral, strength of the legal and
financial structures, and Washington Mutual Bank's servicing
capabilities as servicer.  Fitch's current rating for Washington
Mutual Bank as an Alt-A servicer is 'RPS2'.

The trust is comprised of two cross-collateralized groups of 6,985
conventional first lien mortgage loans with an aggregate principal
balance of $2,590,639,810.  The collateral was originated by
Washington Mutual Bank.  The mortgage loans are adjustable-rate
mortgages with the potential to negatively amortize, commonly
known as Option ARMs.  

The Option ARM borrowers have four payment options: interest-only,
minimum monthly payment, principal and interest payment based on a
15 year amortization schedule, and principal and interest payment
based on a 30 year amortization schedule.  The loans may negative
amortize if the borrower chooses to make the MMP particularly in a
rising rate environment.  The Option ARMs are indexed to the 12-
month moving average U.S. Treasury index plus a spread.

The group 1 loans have conforming balances with an aggregate
principal balance of $974,108,456.  The average principal balance
as of the cut-off date is $216,084.  The original weighted average
loan-to-value ratio is 68.97% and the weighted average FICO score
is 637.  Cash-out and rate/term refinance loans represent 59.13%
and 17.88% of the loan pool, respectively.  The states that
represent the largest portion of mortgage loans are California
(62.15%), Florida (17.22%), New York (8.06%), Illinois (7.23%) and
Washington (5.33%).  All other loans represent less than 5% of the
loan pool.

The group 2 loans have conforming balances with an aggregate
principal balance of $1,616,531,355.  The average principal
balance as of the cut-off date is $652,617.  The original weighted
average loan-to-value ratio (OLTV) is 69.90% and the weighted
average FICO score is 650.  Cash-out and rate/term refinance loans
represent 55.51% and 16.10% of the loan pool, respectively.  The
states that represent the largest portion of mortgage loans are
California (68.70%), Florida (13.13%), and New York (11.00%).  All
other loans represent less than 5% of the loan pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The certificates are issued pursuant to a pooling and servicing
agreement dated Aug. 1, 2005 among Greenwich Capital Acceptance,
Inc., as depositor, Washington Mutual Bank as servicer, and
Deutsche Bank National Trust Company as trustee.  For federal
income tax purposes, elections will be made to treat the trust
fund as two Real Estate Mortgage Investment Conduits.


HOMEROOMS INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Homerooms, Inc.
        2501 Southeast Evangeline Thruway
        Lafayette, Louisiana 70508

Bankruptcy Case No.: 05-52307

Chapter 11 Petition Date: August 31, 2005

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Kenneth A. Back, Esq.
                  P.O. Box 51778
                  Lafayette, Louisiana 70505
                  Tel: (337) 237-3429
                  Fax: (337) 237-3493

Estimated Assets: $1 Million to $10 Million

Total Debts:  $1,997,136

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wealth Management             Trade debt                $110,000
675 Normandy Road
Moorsville, NC 28117

Tandem Enterprises, Inc.      Trade debt                 $67,844
2503 SE Evangeline Thruway
Lafayette, LA 70508

LUS                           Trade debt                 $35,389
Post Office Box 4024
Lafayette, LA 70502

Entergy                       Trade debt                 $33,527

Lafayette Parish Sheriff                                 $30,000

Berg, Inc.                    Trade debt                 $14,000

Atmos Energy                  Trade debt                  $7,079

IRS                                                       $4,563

IRS District Counsel                                      $4,563

Louisiana Dept. of Revenue                                $3,655

Dish Network                  Trade debt                  $1,658

Bellsouth                     Trade debt                  $1,100

Benton's Fire & Safety        Trade debt                    $519

Louisiana Dept. of Revenue                                  $457

Rabalais Services             Trade debt                    $385

Multiple Supply Inc.          Trade debt                    $326

Jeff's Electric Motors        Trade debt                    $182

Kustom Key, Inc.              Trade debt                    $147

DHL Express                   Trade debt                     $76

Communigroup                                                 $36


INFOUSA INC: S&P Affirms BB Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on infoUSA
Inc., including the 'BB' corporate credit rating, and removed
ratings from CreditWatch where they were placed on June 14, 2005.
     
The Omaha, Nebraska-headquartered company is a provider of:

   * business and consumer information;
   * data processing; and
   * database marketing services.

infoUSA had about $215 million in lease-adjusted debt outstanding.
The outlook is stable.
     
The CreditWatch removal reflects the announcement by the company's
board of directors it has dissolved the Special Committee of
directors that was formed to review the previously announced offer
to take infoUSA private by Vin Gupta & Co. LLC. and to explore
potential strategic alternatives which could have included a sale
of the company.  Vin Gupta & Co. is an entity controlled by the
company's chairman and CEO, and holder of about 38% of infoUSA's
common shares.  The ratings affirmation reflects the company's
financial profile, which remains good for the ratings level.


INTEGRATED TELECOM: Supreme Court Won't Hear Appeal on Dismissal
----------------------------------------------------------------
The United States Supreme Court declined to hear Integrated
Telecom Express, Inc.'s appeal of the decision of the United
States Court of Appeals for the Third Circuit to dismiss the
Company's chapter 11 case.  Consequently, the Company has
exhausted all appellate options.  The Company expects that the
case in the near future will be remanded to the Bankruptcy Court
with instructions to dismiss Integrated Telecom Express'
bankruptcy petition.

On Aug. 27, 2005, the Company completed settlement negotiations
with its former landlord, the Company's largest remaining
creditor.  The settlement included a full release from all future
liability with respect to the Company's former premises.

Once the case is dismissed from bankruptcy, the Company's
remaining affairs will be wound down and dissolved under Delaware
General Corporation Law and other applicable law.

Further distributions, if any, will be made as soon as practicable
pending final administration of the Company's estate.

Headquartered in San Jose, Calif., Integrated Telecom Express,
Inc., filed for chapter 11 protection on Oct. 8, 2002 (Bankr. Del.
Case No. 02-12945).  David W. Carickhoff, Jr., Esq., and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl Young & Jones
represent the Debtor in its bankruptcy proceeding.  When the
Debtor filed for protection from its creditors, it listed
$116 million in total assets and $4.3 million in total debts.

The Company's Amended Chapter 11 Plan of Liquidation took effect
on May 2, 2003.  On the effective date, the Company closed its
stock transfer books and discontinued recording common stock
transfers at the close of business on May 2, 2003.


INTERMET CORP: Wants Court to Allow 10 Claims for Voting Purposes
-----------------------------------------------------------------
On July 7, 2005, Intermet Corporation and its debtor-affiliates
objected to Commerce Bank, N.A., and CBI Leasing, Inc.'s claims,
arguing the claims were superseded or duplicative.  Commerce and
CBI filed 10 claims against the Debtors of at least $300,000 each.

Pending resolution of the claims, the Debtors ask the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to allow Commerce and CBI's claims for voting purposes
since they already have commenced soliciting acceptances of their
Plan of Reorganization.  The deadline for creditors to make all
relevant elections must be made by Sept. 20, 2005.  The Plan
confirmation hearing will be made on Sept. 26.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling   
services for the automotive and industrial markets specializing
in the design and manufacture of highly engineered, cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed $735,821,000 in total assets
and $592,816,000 in total debts.


INTERSTATE BAKERIES: Davenport Bakery Closing Affects 150 Workers
-----------------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ) plans to close its
bakery in Davenport, Iowa, as part of its nationwide restructuring
efforts.  The Company expects the closing to be completed by
Nov. 4, 2005, subject to bankruptcy court approval.  The closure
is expected to affect approximately 150 workers.

"We appreciate the hard work of all our employees in the North
Central region.  While it's painful to close any facility, this
move will help preserve the long-term health of Interstate
Bakeries," said Tony Alvarez II, chief executive of IBC and co-
founder and co-chief executive of Alvarez & Marsal, the global
corporate advisory and turnaround management services firm.

The Company's preliminary estimate of charges to be incurred in
connection with the closure is approximately $5 million, including
approximately:

   -- $1.5 million of severance charges;
   -- $2.0 million of asset impairment charges; and
   -- $1.5 million in other charges.

IBC further estimates that approximately $3 million of such costs
will result in future cash expenditures.  In addition, the Company
intends to spend approximately $500,000 in capital expenditures
and accrued expenses to affect the closure.

Production capacity at the Wonder bakery at 1034 E. River Drive in
Davenport will be transferred to other bakeries in the region.
Distribution of IBC's branded products to food stores in the North
Central region will be largely unaffected by the closure.

As previously disclosed, IBC currently contributes to more than 40
multi-employer pension plans as required under various collective
bargaining agreements, many of which are underfunded.  The portion
of a plan's under funding allocable to an employer deemed to be
totally or partially withdrawing from the plan as the result of
downsizing, job transfers or otherwise is referred to as
"withdrawal liability."  

Certain of the plans have filed proofs of claim in IBC's
bankruptcy case alleging that partial withdrawals have already
occurred.  IBC disputes these claims; however, there is a risk
that the closing announced on Aug. 31, could significantly
increase the amount of liability to IBC should a partial
withdrawal from the multi-employer pension plans covering the
Davenport employees be found to have occurred.  

IBC is conducting the Davenport closure in a manner that it
believes will not constitute a total or partial withdrawal from
the relevant multi-employer pension plans.  Nevertheless, due to
the complex nature of such a determination, no assurance can be
given that withdrawal claims based upon IBC's prior action or
resulting from this closure or future closures will not result in
significant liabilities for IBC.  Should a partial withdrawal be
found to have occurred, the amount of any partial withdrawal
liability arising from the underfunded multi-employer pension
plans to which IBC contributes would likely be material and could
adversely affect our financial condition and, as a general
unsecured claim, any potential recovery to our constituencies.

Recently, the Company disclosed the closing of its bakeries in:

   * Miami, Florida;
   * Charlotte, North Carolina;
   * New Bedford, Massachusetts; and
   * San Francisco, California;

and the consolidation of production, routes, depots and thrift
stores in its Florida, Mid-Atlantic, Northeast, Northern
California and Southern California PCs.  Certain aspects of the
consolidation of production, routes, depots and thrift stores have
been deferred as the Company continues negotiations with its labor
unions as previously announced.  Bakery closures, like the one
announced today, are generally not being deferred during this
period of union negotiations.

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.  


JERNBERG INDUSTRIES: Panel Taps FTI Consulting as Fin'l Advisors
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Official Committee of Unsecured Creditors of Jernberg
Industries, Inc., and its debtor-affiliates, permission to employ
FTI Consulting, Inc., as its financial advisors.

FTI Consulting will:

   1) assist in the review of financial information distributed by
      the Debtors to creditors and others, including cash flow
      projections and budgets, cash receipts and disbursement
      analysis, analysis of various asset and liability accounts,
      and analysis of proposed transactions for which Court
      approval is required;

   2) assist the Committee with information and analyses required
      pursuant to the Debtors' DIP financing, including
      preparation for hearings regarding the use of cash
      collateral and DIP financing;

   3) assist in the review of the Debtors' proposed key employee
      retention and other critical employee benefit programs, and
      assist in the review of the terms of their proposed asset
      sale and evaluation of alternative offers;

   4) attend meetings and assist in discussions with the Debtors,
      potential investors, banks, other secured lenders, the
      Committee and any other official committees organized in
      the Debtors' chapter 11 cases, the U.S. Trustee, other
      parties in interest and professionals hired by the Debtors;

   5) assist in the review and preparation of information and
      analysis necessary for the confirmation of a plan in the
      Debtors' chapter 11 proceedings;

   6) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   7) render other general business consulting and financial
      advisory services as the Committee, its counsel and FTI
      will mutually agree upon.

Robert Caruso, a Senior Managing Director of FTI Consulting, is
one of the Firm's professionals performing services for the
Committee.

Mr. Caruso reports FTI Consulting's professionals bill:

      Designation                          Hourly Rate
      -----------                          -----------
      Sr. Managing Directors               $560 - $625
      Directors & Managing Directors       $395 - $560
      Associates & Consultants             $195 - $385
      Administration & Paraprofessionals    $95 - $168      

FTI Consulting assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

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


JERNBERG INDUSTRIES: Has Until Sept. 29 to Decide on Leases
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until Sept. 29, 2005, the period within which Jernberg
Industries, Inc., and its debtor-affiliates, can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Debtors explain that they filed their chapter 11 cases in
order to implement a going concern sale of their assets and
businesses to Hephaestus Holdings, Inc., pursuant to Sections 363
and 365 of the Bankruptcy Code.

As part of the sale offer, Hephaestus Holdings seeks to have the
Debtors assume all of their unexpired nonresidential real property
leases, so that Hephaestus can take an assignment of the unexpired
leases.

The extension is therefore necessary because the unexpired leases
are important assets of the Debtors' estates and those leases are
to be assigned to Hephaestus Holdings as part of the sale offer.

In addition, the extension will not prejudice the lessors of the
unexpired leases and the Debtors assure the Court that they are
current on all post-petition obligations under the leases.

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


JP MORGAN: Fitch Places Low-B Rating on Two Certificate Classes
---------------------------------------------------------------
J.P. Morgan Mortgage Trust $1.309 billion mortgage pass-through
certificates, series 2005-S2 are rated by Fitch:

   Aggregate Pool I

      -- $1,083,221,595 classes 1-A-1, 1-A-2, 1-A-3, 1-A-4, 1-A-5,
         1-A-6, 2-A-1 through 2-A-16, 2-A-X, A-P, and 3-A-1,
         senior classes, 'AAA';

      -- $20,152,900 class I-B-1 certificates 'AA';

      -- $7,277,500 class I-B-2 certificates 'A';

      -- $3,358,800 class I-B-3 certificates 'BBB';

      -- $2,239,200 privately offered class I-B-4 certificates)
         'BB';

      -- $1,679,400 privately offered class I-B-5 certificates
         'B';

      -- $1,679,492 privately offered class I-B-6 certificates are
         not rated by Fitch.

   Pool 4

      -- $190,998,502 4-A-1, 4-A-2, 4-A-4, 4-A-P, 4-A-X, and A-R,
         senior classes 'AAA';

      -- $4,156,400 class 4-B-1 certificates, $1,187,500 4-B-2
         certificates, $494,900 4-B-3 certificates, and the
         $494,800 privately offered class 4-B-4 certificates,
         $296,900 4-B-5 certificates, and $296,908 4-B-6
         certificates are not rated by Fitch.

The 'AAA' rating on the aggregate pool I senior classes reflects
the 3.25% subordination provided by the 1.80% class I-B-1, the
0.65% class I-B-2, the 0.30% class I-B-3, the 0.20% privately
offered class I-B-4, the 0.15% privately offered class I-B-5, and
the 0.15% privately offered class I-B-6 certificates.

The 'AAA' rating on the pool 4 senior class reflects the 3.50%
subordination provided by the 2.10% class 4-B-1, the 0.60% class
4-B-2, the 0.25% class 4-B-3, the 0.25% privately offered class
II-B-4, the 0.15% privately offered class II-B-5, and the 0.15%
privately offered class II-A-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

As of the cut-off date (Aug. 1, 2005) the assets of the trust
consisted of four mortgage pools.  These pools have further been
aggregated into two groups, aggregate pool I, consisting of
mortgage pools 1 through 3; and pool 4. Aggregate pool I and pool
4 have their respective subordination.

Wachovia Bank, N.A. will serve as trustee.  J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust, which issued the certificates.  For federal income
tax purposes, the trustee will elect to treat all or portion of
the assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KAISER ALUMINUM: Court Approves Consent Decree on Mica Landfill
---------------------------------------------------------------
The Hon. Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved Kaiser Aluminum Corporation and its
debtor-affiliates' Consent Decree and the Settlement Agreement
with Mica Landfill Superfund Site pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure.

As previously reported in the Troubled Company Reporter on July
28, 2005, The Mica Landfill Superfund Site is a solid waste
landfill owned and operated by Spokane County in Washington,
approximately 12 miles southeast of the City of Spokane.  Jason M.
Madron, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, tells the U.S. Bankruptcy Court for the District of
Delaware that industrial wastes from certain of Kaiser Aluminum
Chemical Corp.'s facilities located near the City of Spokane were
disposed of at the Mica Landfill Site.

The significant terms of the Consent Decree are:

   (a) The United States will be allowed a general, non-priority
       unsecured claim against KACC for $68,292.  The Claim will
       be deemed allocated to all past, present and future
       claims of the EPA, the State of Washington and potentially
       responsible parties or groups, for response and cleanup
       costs with respect to the Site.  The Allowed Claim will
       receive the same treatment under any plan of
       reorganization as other general unsecured claims against
       KACC and will not be subordinated to any other, allowed
       general, unsecured claim against KACC.

   (b) The parties will not bring a civil or, administrative
       action against each other with respect to the Site
       pursuant to Sections 106 and 107 of the CERCLA, Section
       7003 of the Resource Conservation and Recovery Act or
       applicable sections of the MTCA.

   (c) The United States and the State of Washington reserve all
       rights against the Debtors with respect to any matter not
       addressed by the covenant not to sue, including with
       respect to claims based on criminal liability, a failure
       to meet a requirement of the Consent Decree, and liability
       for any other site.  The United States and the State of
       Washington also reserve the right to petition the Court
       for approval to bring a Released Action against the
       Debtors if factors unknown at the time the parties entered
       into the Consent Decree are discovered and present a
       previously unknown threat to human health or the
       environment.

   (d) The Debtors are entitled to protection against any current
       or future actions or claims for contribution by other
       parties with respect to the Site.

   (e) The Consent Decree directs Logan & Company, Inc., the
       Debtors' claims and noticing agent, to create an allowed,
       general non-priority unsecured claim for $68,292 for the
       EPA's benefit.  Any proof of claim filed by Ecology with
       respect to the Site will be deemed withdrawn.

Moreover, on December 6, 2004, KACC and the Spokane County entered
into a Settlement Agreement, pursuant to these terms:

   (1) The Spokane County's Claim No. 1674 will be reduced and
       allowed as general non-priority unsecured claim against
       KACC for $3,000,000.

   (2) The Spokane County and its affiliates release KACC with
       respect to any claim that the County has for KACC's
       disposal activities at, or transportation or contribution
       of materials to, the Site before the Settlement
       Agreement's effective date.

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


KEYSTONE CONSOLIDATED: Exits Chapter 11 Protection
--------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Pink Sheets: KESNQ)
emerged from Chapter 11 bankruptcy proceedings on Aug. 31, 2005.  
Keystone previously received confirmation of its Third Amended
Joint Plan of Reorganization from the U.S. Bankruptcy Court for
the Eastern District of Wisconsin in Milwaukee at a confirmation
hearing held on Aug. 10, 2005.

Keystone believes it is one of the few steel companies that has
been able to successfully reorganize and remain an independent
company.  David L. Cheek, President and Chief Executive Officer of
Keystone said: "This restructuring has been a success by any
measure thanks to the cooperation and continued commitment and
support of our employees, retirees and creditors, as well as
the support of our loyal customer base.  The success of our
restructuring has allowed Keystone to emerge with improved cost
structure, liquidity, financial condition and competitive position
with other steel and wire product manufacturers - both domestic
and foreign.  Our customers can be assured of the continued
delivery of quality and service that RED BRAND has exemplified."

Significant provisions of the Company's Plan of Reorganization
include, among other things:

   -- Assumption of the previously negotiated amendment to the
      collective bargaining agreement with the Independent Steel
      Workers Alliance, Keystone's largest labor union;

   -- Assumption of the previously negotiated agreements reached
      with certain retiree groups that will provide relief by
      permanently reducing healthcare related payments to these
      retiree groups from pre-petition levels;

   -- The Company's obligations due to pre-petition secured
      lenders other than its DIP lenders were reinstated in full
      against reorganized Keystone;

   -- All shares of Keystone's common and preferred stock
      outstanding at the petition date (February 26, 2004) were
      cancelled;

   -- Pre-petition unsecured creditors with allowed claims against
      Keystone will receive, on a pro rata basis, in the
      aggregate, $5.2 million in cash, a $4.8 million secured
      promissory note and 49% of the new common stock of
      reorganized Keystone;

   -- Certain operating assets and existing operations of Sherman
      Wire Company, one of Keystone's pre-petition wholly owned
      subsidiaries, will be sold at fair market value to Keystone,
      which will then be used to form and operate a newly created
      wholly owned subsidiary of reorganized Keystone named
      Keystone Wire Products Inc.;

   -- Sherman Wire was also reorganized and the proceeds of the
      operating asset sale to Keystone and other funds will be
      distributed, on a pro rata basis, to Sherman Wire's pre-   
      petition unsecured creditors;

   -- Sherman Wire's pre-petition wholly-owned non-operating
      subsidiaries, J.L. Prescott Company, and DeSoto
      Environmental Management, Inc. as well as Sherman Wire of
      Caldwell, Inc., a wholly owned subsidiary of Keystone, will
      ultimately be liquidated and the pre-petition unsecured
      creditors with allowed claims against these entities will
      receive their pro-rata share of the respective entity's net
      liquidation proceeds;

   -- Pre-petition unsecured creditors with allowed claims against
      FV Steel & Wire Company, another one of Keystone's wholly-
      owned subsidiaries, will receive cash in an amount equal to
      their allowed claims;

   -- One of Keystone's Debtor-In-Possession lenders, EWP
      Financial, LLC (an affiliate of Contran Corporation,
      Keystone's largest pre-shareholder) converted $5 million of
      its DIP credit facility, certain of its pre-petition
      unsecured claims and all of its administrative claims
      against Keystone into 51% of the new common stock of
      reorganized Keystone; and

   -- The Board of Directors of reorganized Keystone now consists
      of seven individuals, two each of which were designated by
      Contran and the Official Committee of Unsecured Creditors,
      respectively.

The remaining three directors qualify as independent directors.  
Two of the independent directors were appointed by Contran with
the OCUC's consent and one was appointed by the OCUC with
Contran's consent.

                        Exit Financing

In addition, Keystone has obtained an $80 million secured credit
facility from Wachovia Capital Finance (Central).  Proceeds from
this credit facility will be used to extinguish Keystone's
existing debtor-in-possession credit facilities and to provide
working capital for reorganized Keystone.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


KMART CORP: Wants Further Pleadings on Global Property Claims
-------------------------------------------------------------
In June 2002, Global Property Services, Inc., filed Claim No.
2261 against Kmart Corporation on account of amounts owed on
prepetition invoices.  A year later, GPS filed an administrative
expense claim, Claim No. 53441, for postpetition invoices.  GPS
also asserted Claim No. 53442 against Kmart for unliquidated
damages due to breach of contract and tortious misconduct.

On September 10, 2003, GPS filed Claim No. 56747 which purports to
amend Claim No. 53441.

Kmart filed its 19th Omnibus Objection to Claims, which sought to
disallow the GPS Claims, among others.  Kmart asserted that the
GPS Claims had either been paid in full or that Kmart has no
liability and, therefore, the GPS Claims have no merit.

GPS opposed Kmart's contention.

On April 19, 2005, the U.S. Bankruptcy Court for the Northern
District of Illinois entered a pre-trial scheduling order with
respect to the GPS Claims and Kmart's Objection.  Consequently,
Kmart and GPS have commenced extensive discovery.  In addition,
GPS provided Kmart with a supplemental statement of its claims.

By this motion, Kmart asks Judge Sonderby to require the parties
to submit further pleadings that spell out in reasonable detail
the claims and objections involved in the contested matter.  

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that although
Claim Nos. 22691 and 53441 are for unpaid invoices and are,
therefore, fairly straightforward, Claim No. 53442, which asserts
breach of contract and various torts and damages in excess of
$25 million, includes at least nine legal theories and will
involve a multitude of facts.

Mr. Barrett explains that even if Rule 9014 of the Federal Rules
of Bankruptcy Procedure incorporates many of the rules applicable
to adversary proceedings, it does not incorporate Bankruptcy Rules
7008 and 7012, which are the general rules for pleading claims and
defenses in an adversary case.

Specifically, Kmart wants Judge Sonderby to either:

   (a) direct GPS to state its claims in a complaint that meets
       the requirements of Bankruptcy Rule 7008 on or before
       October 15, 2005, and that Kmart timely respond to the
       complaint as provided under Rule 9012; or

   (b) require the parties to prepare and file a joint pre-trial
       statement by November 15, 2005.

Mr. Barrett says that either of the proposed procedures will give
the parties a better grasp of their claims and objections,
facilitate the identification of issues for dispositive motions,
and set the boundaries of relevancy for discovery and trial
purposes.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Wants Unsecured Status of David Rots' Claim Confirmed
-----------------------------------------------------------------
David Rots served as executive vice president and administrative
officer of Kmart Corporation until March 2002.  Mr. Rots asserted
Claim No. 33780 for severance benefits under a prepetition
employment agreement.

Mr. Rots then filed Claim No. 56664 for $2,701,000 to replace the
prior claim.  The Rots Claim asserts:

   (i) $1,575,000 for severance pay consisting of his base salary
       for 36 months after termination;

  (ii) $936,000 for bonuses for three years;

(iii) $100,000 as prorated share of his annual bonus for 2002;
       and

  (iv) $90,000 in legal fees.

Kimberly J. Robinson, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, agrees that the
employment agreement dated December 3, 2001, and amended
January 21, 2002, between Kmart and Mr. Rots provides for
severance payments in the event of termination without cause.

However, Ms. Robinson asserts that Mr. Rots' claims for severance
are not entitled to administrative treatment.  She points out that
Kmart did not assume the Employment Agreement.  Although Mr. Rots
continued to work as Kmart executive two months after the Petition
Date, he was adequately compensated for those services.

Kmart asks the Court to enter judgment holding that the Rots
Claim is solely entitled to general unsecured status, on these
grounds:  

   (1) The Claim arises under a contract with prepetition Kmart,
       not with Kmart as a debtor-in-possession; and

   (2) Mr. Rots is asserting severance pay for over $2.7 million
       for the time he did not work, and thus, Kmart received no
       benefit postpetition for that Claim.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MATAI MACHINE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Matai Machine Tools, Inc.
        dba DynaPath USA
        29108 Lorie Lane
        Wixom, Michigan 48393

Bankruptcy Case No.: 05-68269

Type of Business: The Debtor sells and services DynaPath
                  Products.  See http://www.dynapath.com/

Chapter 11 Petition Date: September 1, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Howard Borin, Esq.
                  Schafer & Weiner, P.C.
                  40950 Woodward Avenue, Suite 100
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 540-3340

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   ECOCA Industrial Co., Ltd.                       $90,190
   No. 401, 28th Road
   Taichung Industrial Park
   Taichung City, Taiwan, R.O.C.

   Hurco Automation Ltd.                            $59,549
   6F No. 31 Shintai Road
   Jubei City
   Hsinchu Shien 30244, Taiwan

   Jiuh-Yeh Precision Machinery Co., Ltd.           $45,275
   No. 195, Road 11
   Ta-Li Industrial Park
   Ta-Li City, TaichungHsie,
   Taiwan, R.O.C.

   Manutek                                          $43,711

   Alberta Precision                                $12,388

   L&W Machine Tools, Inc.                          $12,290

   PSM Computers Pty., Ltd.                          $9,995

   Precision Industries                              $9,502

   Polyfab, Inc.                                     $9,425

   Tom Janiga                                        $4,800

   SEM Controlled Motor Technology                   $4,369

   Mitsubishi Electric Taiwan Co., Ltd.              $4,285

   Deltron, Inc.                                     $4,217

   Yaskawa Electric America                          $1,730

   TempusTech                                        $1,169

   TDS Metrocom                                      $1,055

   United Parcel Service                               $998

   Tryco, Inc.                                         $160

   SBC                                                 $135

   Lightyear Network Solutions                          $97


MCI INC: Mailing Proxy Materials in Pending Verizon/MCI Merger
--------------------------------------------------------------
MCI, Inc. (NASDAQ: MCIP) will commence mailing proxy materials in
connection with the special meeting of MCI shareholders to be held
at MCI headquarters on Thursday, Oct. 6, at 10 a.m. EDT for the
purpose of voting upon the approval and authorization of the
previously announced Verizon/MCI merger agreement.  MCI
headquarters is located at 22001 Loudoun County Parkway, in
Ashburn, Virginia.

The matters to be considered at the special meeting are more fully
described in the proxy materials filed by MCI with the SEC and
expected to be mailed to MCI shareholders beginning today,
Sept. 2, 2005.

A full-text copy of the proxy statement and prospectus relating to
the Verizon/MCI merger is available at no charge at
http://ResearchArchives.com/t/s?14d

With more than $71 billion in annual revenues, Verizon
Communications Inc. (NYSE:VZ) is one of the world's leading
providers of communications services.  Verizon has a diverse work
force of 214,000 in four business units: Domestic Telecom provides
customers based in 28 states with wireline and other
telecommunications services, including broadband.  Verizon
Wireless owns and operates the nation's most reliable wireless
network, serving 47.4 million voice and data customers across the
United States.  Information Services operates directory publishing
businesses and provides electronic commerce services.  
International includes wireline and wireless operations and
investments, primarily in the Americas and Europe.

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.

*     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

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

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


METROPOLITAN MORTGAGE: Has $16.7MM for Distribution to Creditors  
----------------------------------------------------------------
Metropolitan Mortgage & Securities Co. realized $16.7 million in
net proceeds from the sale of some of its prime Hawaiian
beachfront property, the Associated Press reports.  The sale
proceeds will be distributed to thousands of creditors who
invested in the financially troubled company.

As previously reported, the Company expected $12 million net sale
(after paying notes and other contingencies) from the beachfront
lots but the auction generated $4 million more, which is good news
for the estate's creditors.  

The Company's lots are 45 minutes from Honolulu.  They were
acquired several years ago by Metropolitan's founder C. Paul
Sandifur, Sr., for $17 million.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  It filed for
Chapter 11 protection (Bankr. E.D. Wash. Case No. 04-00757), along
with Summit Securities Inc., on Feb. 4, 2004.  Bruce W. Leaverton,
Esq., of Lane Powell Spears Lubersky LLP and Doug B. Marks, Esq.,
of Elsaesser, Jarzabek, Anderson, Marks, Elliot & McHugh represent
the Debtors in their restructuring efforts.  When Metropolitan
Mortgage filed for chapter 11 protection, it listed assets of
$420,815,186 and debts of $415,252,120.   As reported in the
Troubled Company Reporter on Sept. 24, 2004, Metropolitan Mortgage
& Securities Co., Inc., and its debtor-affiliate Summit
Securities, Inc., filed a Joint Plan of Reorganization that would
form the Metropolitan Creditors' Trust to convert assets to cash,
resolve creditors' claims, and make distributions to creditors.  
The Company is subject to numerous ongoing investigations by state
and federal regulators, including the U.S. Securities and Exchange
Commission.


MIRANT CORP: Bankr. Court Enforces Stay on Securities Litigation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
directed the plaintiffs in the case styled "In re Mirant
Corporation Securities Litigation" to withdraw the subpoena on
Troutman Sanders LLP, Mirant Corporation and its debtor-
affiliates' former attorneys.  

The United States District Court for the Northern District of
Georgia issued the subpoena to compel the firm to produce a copy
of all documents it produces to the Debtors.

As reported in the Troubled Company Reporter on Aug. 17, 2005, the
Bankruptcy Court previously stayed the Consolidated Securities
Litigation on November 19, 2003.

The Consolidated Plaintiffs, Robin E. Phelan, Esq., at Haynes and
Boone, LLP, in Dallas, Texas, contended, "are clearly attempting
to circumvent the requirements of the Stay Order and the
automatic stay protection of Section 362(a)(3) of the Bankruptcy
Code by seeking the Debtors' documents without first obtaining
[the Bankruptcy Court's] approval."

According to Mr. Phelan, the Subpoena is invalid because it:

    (a) was not issued from the Bankruptcy Court in violation the
        Stay Order;

    (b) seeks property of the Debtors' Chapter 11 estate in
        violation of the stay;

    (c) is overly broad; and

    (d) seeks production of documents protected by the attorney-
        client privilege.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Proposes CalPX Claims Assignment Procedures
--------------------------------------------------------
Prior to January 31, 2001, California Power Exchange Corporation
administered certain wholesale electricity markets in California
and acted as a "Scheduling Coordinator" in connection with
wholesale electricity markets administered by the California
Independent System Operator.  CalPX served as a "clearinghouse"
for transactions entered into by third party buyers and sellers
who were the participants in those markets, including Mirant
Americas Energy Marketing, LP.

On December 15, 2003, CalPX asserted Claim No. 6540 against
Mirant Corp. and Claim No. 6531 against MAEM.

On June 25, 2004, MAEM initiated an adversary proceeding against
CalPX.  MAEM and Mirant Corp. have also filed additional
objections to the CalPX Claims in the Court.

The Adversary Proceeding and the Claim Objection Proceedings have
been consensually stayed to facilitate a settlement agreement
among:

   1.  Mirant Corporation and its affiliate-debtors;

   2.  the California Parties, namely:

       * Pacific Gas and Electric Company;

       * Southern California Edison Company;

       * San Diego Gas & Electric Company;

       * the California Public Utilities Commission;

       * the California Department of Water Resources, acting
         solely under the authority and powers created by
         California Assembly Bill 1 from the First Extraordinary
         Session of 2000-2001;

       * the California Attorney General; and

       * the California Electricity Oversight Board; and

   3.  the Office of Market Oversight and Investigations of the
       Federal Energy Regulatory Commission.

The California Settlement Agreement was finally approved on
April 15, 2005.

Under the terms of the Settlement Agreement:

   -- market participants other than the California Parties were
      given the time to opt in to the California Settlement as
      "Additional Settling Participants."  Those market
      participants who did not opt-in become Non-Settling
      Participants; and

   -- each NSP is assigned a portion of CalPX's Claims against
      Mirant Corp. and MAEM.  As an assignee, an NSP receiving a
      partial assignment of the CalPX Claims will "step into the
      shoes" of CalPX.

To effectuate the assignment of claims to the NSPs, the Debtors
and CalPX ask Judge Lynn to approve procedures governing the
transfer of claims to the NSPs, the Adversary Proceeding and the
Claims disputes:

A. Procedures for Transfer of Claims to NSPs

   a. The Clerk of the Court or any applicable claims agent will
      amend the claims register to reflect prepetition
      unliquidated claims by each NSP that are partially secured
      by cash collateral held by CalPX.

      Each NSP will be treated as if it had filed its own claims
      against Mirant Corp. and MAEM separately from the claims of
      other NSPs.  The Clerk will assign each NSP two new claim
      numbers to evidence the transfer of the CalPX claims to
      that NSP.

   b. The Clerk will amend the claims register to reflect CalPX's
      remaining claim as an allowed administrative claim in the
      amount of any wind-up charges attributable to MAEM as
      determined by the Federal Energy Regulatory Commission for
      work performed prior to April 15, 2005, partially secured
      by cash collateral held by CalPX.

   c. The Mirant Parties will serve a Court-approved Notice of
      Election that will provide space for the NSP to indicate
      its election of one of three options:

      Option A: The NSP will be substituted as a defendant in
                place of CalPX in the Claim Objection Proceeding,
                with respect to the assigned claims.

      Option B: The NSP will not be substituted as a defendant in
                place of CalPX in the Claims Objection
                Proceeding, but will continue to assert the
                assigned claims.

      Option C: The NSP affirmatively waives its assigned claims
                against MAEM and Mirant Corp.  The assigned
                claims will be deemed disallowed and expunged in
                their entirety.

   d. Upon Court approval of the proposed procedures, any NSP may
      file with the Court and serve on the Mirant Parties and
      CalPX a completed Notice of Election indicating its
      election of Option A, Option B or Option C.

      Any NSP that fails to file a timely Notice of Election will
      be deemed to have elected Option B.  Any NSP that files a
      timely Notice of Election but does not indicate its
      election of Option A, B or C, or that indicates its
      election of more than one of Option A, B or C, will be
      deemed to have elected Option B.

   e. Upon filing of a Notice of Election, the NSP will be
      substituted as a defendant in the Claims Objections
      Proceeding, as a successor to the position of CalPX with
      respect to the portion of CalPX's claim assigned to that
      NSP.

B. Adversary Proceeding Procedure

   CalPX and MAEM will dismiss the Adversary Proceeding, with
   prejudice, on the grounds that it has been rendered moot by
   the California Settlement.

C. Claim Objection Proceeding Procedures

   No later than 14 days after the deadline for NSPs to file the
   Notice of Election, Mirant Corp. and MAEM will dismiss CalPX
   as a defendant in the Claims Objection Proceeding with
   prejudice.

   If one or more NSPs substitute in as defendants in the Claims
   Objection Proceeding, the Proceeding will go forward only as
   to the portions of the CalPX's claims assigned to those
   defendants.

                         Stays and Tolling

Since the Claim Objection Proceeding has been consensually stayed
until July 15, 2005, the Debtors and CalPX ask the Court to
extend the stay to a date that is not less than 14 days after the
last day for substitution of NSPs into the Claim Objection
Proceeding.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, notes that the parties have tolled deadlines established
by the Court as part of the claims estimation procedures.  All
extensions will apply with respect to the claims assigned by the
CalPX to the NSPs.

Thus, the parties also ask the Court to toll the deadlines for an
additional period of days equal to the number of days between
July 15, 2005, and the date falling 14 days after the last date
for substitution of NSPs into the Claim Objection Proceeding.

According to Mr. Phelan, the short, consensual extension of the
stays and tolling is necessary and appropriate to permit the
parties to prepare to resume litigation, and to permit an
opportunity for NSPs and the Debtors to discuss possible
consensual resolution of their disputes.

                 Stipulation re Amount of Claims
                  for Feasibility Purposes Only

For purposes of determining in the Debtors' Chapter 11 cases
whether their plan of reorganization is feasible for
confirmation, the parties agree that the aggregate amount of
CalPX's claims assigned to NSPs pursuant to the California
Settlement Agreement will not exceed $14 million.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Temporarily Halts Potomac River Generating Station
---------------------------------------------------------------
Mirant Corp. (Pink Sheets: MIRKQ) affirmed its decision to
temporarily halted power production at all five units of its
Potomac River Generating Station, inspite objections.

The Company halted power production last week.

Mirant took the action due to an acceptable short-term solution
could not be identified to alleviate potential health concerns
cited in a recent computer modeling study of air quality in the
area immediately surrounding the plant.

Mirant reduced output of all units at the plant to their lowest
feasible levels as an immediate response to the study's findings
on August 21.

The Virginia Department of Environmental Quality gave Mirant until
Aug. 24 to submit a summary of actions to be taken to eliminate
modeled National Ambient Air Quality Standards (NAAQS) exceedances
in the immediate area surrounding the plant.

"Mirant has received and understands the DEQ's requirements, but
it is not possible for us to satisfy them in the minimal time they
allowed us.  As such, we are temporarily shutting down to
alleviate potential health concerns to the nearby community,"
said Lisa D. Johnson, president, Mirant's Northeast and Mid-
Atlantic business unit.  "Mirant continues to work diligently on
short-and long-term solutions that would return the plant to
operation, and satisfy the DEQ.  We are confident that we can
identify solutions, and hopeful we can gain cooperation to
implement them."

In recognition of the electric system reliability implications of
the plant shutdown, Mirant has notified various agencies of its
actions, including the DEQ, the Federal Energy Regulatory
Commission, the United States Department of Energy, the United
States Department of Homeland Security, the Public Service
Commissions of the District of Columbia and Maryland, the Virginia
State Corporation Commission, PJM Interconnection (which manages
the mid-Atlantic states' transmission grid), Pepco (the local
electric distribution company serving the District of Columbia and
some nearby communities), and the White House.

The decision to temporarily close the plant arose from findings in
a study completed August 19, 2005.  It was commissioned under an
agreement between Mirant and the DEQ.  The computer modeling of
five air pollutants from the plant showed that for three types of
emissions -- PM10 (particulate matter with an aerodynamic diameter
of 10 micrometers or smaller), NO2 (nitrogen dioxide), and SO2
(sulfur dioxide) -- the plant's emissions have the potential to
contribute to localized, modeled exceedances of NAAQS under some
conditions.

The computer modeling was designed to analyze local air quality
levels using 'worst case' assumptions, including the operation of
all five units at maximum permitted output with maximum emissions
combined with unfavorable wind conditions.  The combined
conditions occur infrequently, Mirant said.

The coal-fired power plant, which began operation in 1949,
produces 482 megawatts of electricity for Washington D.C. and
surrounding communities.  It is located in Alexandria, Va., and
employs 120 people.  The plant has been identified by PJM and
Pepco as a critical component for the reliability of the electric
grid in the Washington, D.C. area.

           District of Columbia Opposes Potomac Closure

The District of Columbia Public Service Commission asks the U.S.
Department of Energy and the Federal Energy Regulatory Commission
to re-open the Potomac River Generating Station power plant.  The
power plant halted its operation on August 24, 2005, due to
certain air quality concerns recently reported in an
environmental study performed by the Virginia Department of
Environmental Quality.

Prior to the scheduled shutdown, DCPSC also filed an Emergency
Petition and Complaint with the Department of Energy and the FERC
to avert the impending shutdown of the power plant.  DCPSC
complained that the shutdown will have a drastic and potentially
immediate effect on the electric reliability in the greater
Washington, D.C., area and could expose hundreds of thousands of
consumers, agencies of the Federal Government and critical
federal infrastructure, to:

    -- curtailments of electric service;
    -- load shedding and
    -- blackouts.

The DCPSC asked:

    a. the Secretary of Energy and the FERC to issue orders
       pursuant to Section 202(c) of the Federal Power Act,
       finding that an emergency exists as a result of the
       proposed shutdown of the Potomac River Plant and direct
       Mirant to continue the operation of the Potomac River Plant
       until further orders are issued; and

    b. the FERC, pursuant to its authority under Sections 207 and
       309 of the FPA, to institute a hearing and take immediate
       action preventing Mirant from ceasing operations at the
       Potomac River Plant to ensure that electric reliability in
       the area is not adversely affected.

           D.C. Office of the People's Counsel Intervenes

The Office of the People's Counsel of the District of Columbia is
an independent agency of the District of Columbia government and
the statutory representative of the District of Columbia
consumers in public utility issues in proceedings before:

    -- the District of Columbia Public Service Commission;
    -- federal regulatory agencies; and
    -- state and federal courts.

The DC OPC asks the Commission for permission to intervene in the
proceeding to ensure that the interests of retail consumers in
the District of Columbia are adequately represented.

Sandra Mattavous-Frye, the Deputy People's Counsel, tells the
Commission that DC OPC represents the interests of retail
residential consumers in the District of Columbia who would be
affected by the generation loss and reliability concerns that the
closure of the power plant would create.  "[T]hese consumers
currently bear the transmission cost of the lines serving the
substation and who would most likely bear the cost of any needed
transmission upgrades or construction that closure may create.
The transmission costs borne by the supplier are usually rolled
into the rates charged to retail choice customers.  Thus, the
filing affects the interests of the retail consumers that DC OPC
represents."

Ms. Frye points out that no other party can represent retail
consumers.  "The electric utility that serves District of
Columbia consumers must represent the interests of their
shareholders, which sometimes can conflict with the interests of
small retail consumers.  Additionally, the District of Columbia
Public Service Commission represents the public interest in the
District, which includes interests broader than those represented
by the DC OPC."

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOHEGAN TRIBAL: New Management Board Members Arrive on Oct. 3
-------------------------------------------------------------
The Mohegan Tribal Gaming Authority is governed by a nine-member
Management Board consisting of the nine members of the Mohegan
Tribal Council.  Any change in the composition of the Mohegan
Tribal Council results in a corresponding change in the
Authority's Management Board.  The registered voters of the Tribe
elect all members of the Tribal Council.

On Aug. 28, 2005, the Tribe reported the results of an election
held that day wherein all nine seats on the Mohegan Tribal Council
were chosen.  Effective as of Oct. 3, 2005, the Tribal Council
will be comprised of:

            * Bruce S. Bozsum,
            * Mark F. Brown,
            * Ralph James Gessner, Jr.,
            * Mark W. Hamilton,
            * Roland J. Harris,
            * Roberta J. Harris-Payne,
            * Allison D. Johnson,
            * Marilynn R. Malerba, and
            * William Quidgeon, Jr.

Mark F. Brown is the current Chairman of the Tribal Council.  
Bruce S. Bozsum and Roland J. Harris are each current council
members of the Tribal Council.

Christine Damon-Murtha, Jayne G. Fawcett, Glenn R. Lavigne, Peter
J. Schultz, Maynard L. Strickland and Shirley M. Walsh will each
remain as members of the Tribal Council until their successors are
seated on October 3, 2005.  The new Chairman and other officers of
the Tribal Council will be determined by the newly elected council
members.

Bruce S. Bozsum, Ralph James Gessner, Jr., Mark W. Hamilton,
Marilynn R. Malerba and William Quidgeon, Jr. will each serve
four-year terms, while Mark F. Brown, Roland J. Harris, Roberta J.
Harris-Payne and Allison D. Johnson will each serve two-year
terms. Ralph James Gessner, Jr. and Mark W. Hamilton are currently
employees of the Authority.

The Authority is an instrumentality of the Mohegan Tribe of
Indians of Connecticut a federally recognized Indian tribe with an
approximately 405-acre reservation situated in southeastern
Connecticut, adjacent to Uncasville, Connecticut.  The Authority
has been granted the exclusive power to conduct and regulate
gaming activities on the existing reservation of the Tribe, and
the non-exclusive authority to conduct such activities elsewhere,
including the operation of Mohegan Sun, a gaming and entertainment
complex that is situated on a 240-acre site on the Tribe's
reservation.  The Tribe's gaming operation is one of only two
legally authorized gaming operations in New England offering
traditional slot machines and table games.  

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 8, 2005,
Moody's Investors Service assigned a Ba2 rating to Mohegan Tribal
Gaming Authority's new $250 million 6.125% guaranteed senior notes
due 2013 and a Ba3 rating to its new $200 million 6.875%
guaranteed senior subordinated notes due 2015.

Existing ratings were affirmed.  Proceeds from the new note
offerings will be used to repay Mohegan Tribal's outstanding bank
borrowings.  Moody's said the rating outlook is stable.

As reported in the Troubled Company Reporter on Feb. 7, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the Mohegan Tribal Gaming Authority's -- MTGA -- proposed
$200 million senior unsecured notes due 2013.

At the same time, Standard & Poor's assigned its 'B+' rating to
MTGA's proposed $200 million senior subordinated notes due 2015.  
In addition, Standard & Poor's affirmed its ratings on MTGA,
including its 'BB' corporate credit rating.  S&P said the outlook
is stable.


MORGAN STANLEY: Fitch Junks $13.9 Million Class J Certificates
--------------------------------------------------------------
Fitch Ratings downgrades Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1998-XL1:

     -- $13.9 million class J to 'CCC' from 'B+'.

These classes have been upgraded by Fitch:

     -- $64.8 million class D to 'AAA' from 'AA+';
     -- $46.3 million class E to 'AAA' from 'A';
     -- $11.7 million class F to 'AAA' from 'BBB+'.

These classes are affirmed by Fitch:

     -- $102 million class A-2 at 'AAA';
     -- $393.2 million class A-3 at 'AAA';
     -- $796.2 interest-only class X at 'AAA';
     -- $13.9 million class B at 'AAA';
     -- $46.3 million class C at 'AAA';
     -- $27.8 million class H at 'BBB-';
     -- $30 million class G at 'BBB+';

Class A-1 has paid in full.

The upgrades are due to the improved performance of several loans
and the amortization of five of the seven remaining mortgage loans
in the transaction.  The downgrade is the result of the continuing
decline in the performance of the Charlestowne Mall in IL.

The certificates are currently collateralized by seven mortgage
loans (68.3%) and government securities that support the
defeasance of two of the original loans (31.7%), the Del Coronado
Hotel and the Magellan Pool.  With the exception of the
Charlestowne Mall, all loans are performing at or above
expectations at issuance.  The weighted average debt service
coverage ratio at year-end 2004, was 1.91 times (x) vs. 1.47x at
issuance.

The Charlestowne Mall (7.0%) was transferred to special servicing
when it failed to secure new financing at its anticipated maturity
date in April 2005.  The property is currently 79% occupied and
being marketed for sale by the borrower.  The Fitch stressed DSCR
at YE 2004 was 0.88x vs. 1.24x at YE 2003 and 1.49x at issuance.
The stressed NCF has declined by 45% since issuance.  The borrower
continues to make payments according to the original loan terms,
with penalty interest accruing on the mortgage balance.  
Information on retail sales was not available for this loan.  The
servicer is working with the borrower to secure disposition of the
asset by YE.

The Center America (22.5%) loan is collateralized by a pool of 42
retail assets located in Houston and Dallas, Texas.  While the
overall weighted average occupancy in the pool has declined
slightly to 88.5% from 91.7% at issuance, the DSCR at YE 2004 has
risen to 1.86x from 1.71x YE 2003, and 1.37x at issuance, largely
due to an increase in rents.  Since issuance, NCF has increased
19%. It is currently the largest non-defeased loan in the pool.

The West Town Mall (11.5%) in Knoxville TN is 97% occupied vs. 92%
at issuance.  The current NCF is 32% above the NCF at issuance.  
YE 2004 per square foot sales were 4.2% above 2003 sales, using
comparable stores, and 5.5% using overall sales.  Current stressed
DSCR is 2.35x, vs. 1.78x at issuance.

The Equity Residential loan (7.6%) is collateralized by five
multifamily properties in MN, IL and WI.  Occupancy has declined
slightly to 89.2% at YE 2004 compared to 90% at YE 2003 and 94% at
issuance.  NCF at YE 2004 was down 1.6% from the previous period,
but was 3.6% above the NCF at issuance.  The YE 2004 DSCR was
1.69x vs. 1.63x at issuance.

The Ramco-Gershenson loan (6.8%) consists of seven anchored
community and neighborhood shopping centers.  The WA occupancy is
90%, up from 83% at YE 2003.  The NCF at YE 2004, holding constant
for capital expenses, increased by 34.7% over issuance.  The DSCR
on this loan was 2.34x vs. 1.59 at issuance.  Although one of the
properties, Stonegate Plaza, is experiencing a high vacancy rate
of 26%, two other properties with previously dark anchors have
recovered.

Courthouse Plaza (6.7%), a mixed use, primarily multi-tenant
office property in Alexandria VA, has a current occupancy of 97%,
the same as at issuance.  The AMC Theatre tenant, making up
approximately 10% of the property, has been operating on a month-
to-month lease for more than a year and is paying percentage
rents.  Given that the local county government occupies more than
50% of the office space in the building for a period of at least
12 more years, Fitch is not currently concerned about the
performance of this loan.  The property is outperforming the
current Northern VA market where the average vacancy rate is above
12%.  The current DSCR on this loan is 1.37x compared to 1.22x at
issuance, with the improved performance due largely to
amortization.

The Quail Spring Mall in Oklahoma City (6.2%) was 96% occupied at
YE 2004, as opposed to 78% at issuance.  Sales figures for the
property were not provided, but NCF at the property has increased
by 123% since issuance.  The current DSCR on the loan is 2.80x.  
At securitization, the DSCR was 1.12x.


MORTGAGE CAPITAL: Fitch Holds Junk Rating on $13.2 Million Certs.
-----------------------------------------------------------------
Fitch Ratings upgrades Mortgage Capital Funding, Inc.'s
multifamily/commercial mortgage pass-through certificates, series
1997-MC1:

     -- $32.9 million class D to 'AAA' from A+;

Fitch affirms the remaining certificates:

     -- $50.4 million class A-3 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $39.5 million class B at 'AAA';
     -- $36.2 million class C at 'AAA';
     -- $39.5 million class F at 'BB';
     -- $6.6 million class G at 'B+';
     -- $13.2 million class H at 'CC';
     -- $2.7 million class J at 'D'.

The $13.2 million class E is not rated by Fitch.  Classes A-1 and
A-2 have paid off in full.  Class K has been reduced to zero due
to realized losses.

The upgrades reflect improved credit enhancement levels to the
senior classes due to loan payoffs, amortization and liquidations.  
As of the August 2005 distribution date, the pool's aggregate
certificate balance decreased 64% since issuance to $234.1 million
from $658.5 million.  Of the original 158 loans in the pool, 69
loans remain outstanding.  To date, the transaction has realized
losses in the amount of $14.5 million.

Currently, four loans (8.5%) are in special servicing.  The
largest loan in special servicing is secured by a single tenant
retail center located in Plymouth, MA.  The loan became real-
estate owned in 2003 due to Kmart rejecting the lease during
bankruptcy.  The property is currently being prepared to be
marketed for sale.  Losses are expected upon the sale of the
property.

The second largest loan in special servicing is collateralized by
a multi-tenant retail center in Mobile, AL.  The loan had
transferred to SS due to delinquent payments.  A forbearance
agreement is currently being negotiated and upon the execution of
which, the loan will be returned to the master servicer.


NATIONAL WATERWORKS: Moody's Withdraws $200 Mil. Notes' B3 Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of National
Waterworks, Inc. following the completion of the company's
acquisition by The Home Depot, Inc.  Home Depot has a senior
unsecured rating of Aa3 and a stable outlook.  All of National
Waterworks' rated debt was repaid in connection with the
acquisition.

Moody's withdrew these ratings:

   * $210 million senior secured term loan B due 2009, B1

   * $75 million senior secured revolving credit facility
     due 2008, B1

   * $200 million senior subordinated notes due 2012, B3

   * Corporate family (formerly senior implied) rating, B2

Headquartered in Waco, Texas, National Waterworks is a leading
distributor of water and wastewater transmission products in the
United States.  Revenue for the year ended December 31, 2004 was
approximately $1.5 billion.


NEW WORLD: Obtains Binding Commitment for $240-Mil Exit Financing
-----------------------------------------------------------------
New World Pasta Company received a binding agreement from Morgan
Stanley Senior Funding, Inc., GE Commercial Finance and Wells
Fargo Foothill, Inc., for $240 million in new financing.  The new
financing, subject to court approval, will be used to finance the
Company's exit from its Chapter 11 reorganization proceedings.  

"We are delighted to announce this commitment for new financing,
and we are pleased to be working with such leading lending
institutions such as Morgan Stanley, GE Commercial Finance and
Wells Fargo Foothill," said Lisa Donahue, the Chief Executive
Officer of New World Pasta Company.  "This financing will enable
the Company to successfully emerge from bankruptcy, and will
provide the Company with financial flexibility and additional
liquidity.  We have made substantial progress in our restructuring
of the Company, and the result has been that we have achieved our
business plan year-to-date in 2005.  Just as important, we have
hit the significant milestones we set for our Company this year,
including the filing of our plan of reorganization with the Court
on July 15, 2005.  We hope to emerge from Chapter 11 before the
end of the year.  We are on the right track, and this financing is
just one more indicator of that."

"The progress we have made in reorganizing our Company is, in
large part, due to the extraordinary support of our employees,
customers, suppliers, brokers and other constituent groups," added
Doug Ehrenkranz, the Company's Senior Vice President, Sales and
Marketing.  "When we first began our business restructuring, we
set out to focus on our core branded retail business, and to
strengthen our marketplace position.  We are doing that.  We have
grown market share on our existing brands, and we continue to have
significant success with HEALTHY HARVEST pasta, a whole wheat
blend pasta that has helped stimulate increased interest in the
pasta category.  While we understand that until the Company exits
from bankruptcy there will be more court proceedings, our Company
will keep its business focus on where it needs to be -- on our
customers, our consumers and on our leading pasta brands."

The Company filed a plan of reorganization and a related
disclosure statement on July 15, 2005.  

A full-text copy of the Disclosure Statement is available for a
fee at http://ResearchArchives.com/t/s?14a

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the     
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.


NOBLE DREW: Wants Stay Lifted to Resolve Three Disputes
-------------------------------------------------------
Noble Drew Ali Plaza Housing Corp. asks the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
so it can resolve three specific matters:

   -- two matters involving the Noble Drew Ali Plaza Tenants
      Association [King County, Index No. 53655/02]; and

   -- an appeal at the Supreme Court, Kings County Index No.
      28902/02, seeking relief to sell assets.

The Debtor owns real property consisting of five buildings in
Brooklyn, New York.  The property has a total of 385 apartments.  
The tenants of the buildings are receiving Section 8 Federal
housing subsidies.

After 1996, many tenants began withholding the non-subsidized
portions of their rent allegedly because of inadequate housing
conditions.  Receiving only the rent subsidies, the Debtor was
impeded in making improvements to the buildings.

The Debtor wants the disputes resolved so it can sell the
buildings and collect rent from its tenants.

The Court will convene a hearing on Sept. 8, 2005, at 2:00 p.m. to
consider the Debtor's request.

Headquartered in Brooklyn, New York, Noble Drew Ali Plaza Housing
Corp., filed for chapter 11 protection on March 25, 2005 (Bankr.
S.D.N.Y. Case No. 05-11915).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
total assets of $43,500,000 and total debts of $18,639,981.


ONE CHANCE: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: One Chance Productions LLC
        4301 Livermore Place
        Cypress, California 90630

Bankruptcy Case No.: 05-18990

Chapter 11 Petition Date: August 31, 2005

Court: Central District of California (Riverside)

Judge: David N. Naugle

Debtor's Counsel: Michael G. Spector, Esq.
                  Law Offices of Michael G. Spector
                  2677 North Main Street, Suite 320
                  Santa Ana, California 92705-6631
                  Tel: (714) 835-3130

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
4 CD Trust                    Loan                      $167,238
c/o Jack Stevens
6508 Canyon Crest Drive
Salt Lake City, UT 84121

Divine Legacy Holdings, Inc.  Loan                      $120,216
16911 Bellflower Boulevard
Bellflower, CA 90706

H.M. Trust                    Loan                      $110,025
c/o Jack Stevens
6508 Canyon Crest Drive
Salt Lake City, UT 84121

Stevens, Jack                 Loan                       $62,714
6508 Canyon Crest Drive
Salt Lake City, UT 84121

KTM, Inc.                     Loan                       $58,353
16911 Bellflower Boulevard
Bellflower, CA 90706


PHARMACEUTICAL FORMULATIONS: Committee Hires A&G as Local Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
the Official Committee of Unsecured Creditors appointed in
Pharmaceutical Formulations, Inc.'s chapter 11 case permission
to retain Ashby & Geddes, P.A., as its co-counsel, effective
as of July 20, 2005.

As reported in the Troubled Company Reporter yesterday, the
Committee has also sought and obtained the Court's approval to
retain Winston & Strawn, LLP, as its lead counsel.  Both firms
will work together to ensure that there will be no unnecessary
duplication of efforts on behalf of, or services rendered to, the
Committee.

Ashby & Geddes will:

   1) provide legal advice regarding the rules and practices of
      the Court applicable to the Committee's powers and duties as
      an official committee appointed under Section 1102 of the
      Bankruptcy Code;

   2) provide legal advice regarding any disclosure statement and
      plan filed in the Debtor's chapter 11 case and with respect
      to the process for approving or disapproving a disclosure
      statement and confirming or denying the plan confirmation;

   3) prepare and review applications, motions, complaints,
      answers, orders, agreements and other legal papers filed on
      behalf of the Committee for compliance with the rules and
      practices of this Court;

   4) appear in Court to present necessary motions, applications
      and pleadings and otherwise protect the interest of the
      Committee and unsecured creditors of the Debtor; and

   5) perform other legal services for the Committee as the
      Committee believes may be necessary and proper in these
      proceedings.

Christopher S. Sontchi, Esq., an Ashby & Geddes member, reports
the firm's professionals bill:

      Atttorney                Designation        Hourly Rate
      ---------                -----------        -----------
      William P. Bowden        Partners              $440
      Christopher S. Sontchi   Partner               $395
      Gregory A. Taylor        Associate             $285
      Charles H. Gray          Associate             $180
      Cathic Boyer             Paralegal             $150

Ashby & Geddes assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private   
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Has Until Dec. 31 to Decide on Leases
------------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware extended,
until Dec. 31, 2005, the period within which Pharmaceutical
Formulations, Inc., can elect to assume, assume and assign, or
reject its unexpired nonresidential real property leases.

The Debtor reminds the Court that it entered into an Asset
Purchase Agreement with Leiner Health Products L.L.C., calling for
the sale of substantially all of the Debtor's assets to Leiner
Health for $23 million.  The sale hearing for that asset sale is
currently scheduled on Sept. 20, 2005.

The Debtor gave the Court two reasons in support of the extension:

   a) the extension is necessary to preserve the status quo of the
      of the unexpired leases until the Debtor consummates and
      closes the asset sale to Leiner Health or other successful
      purchaser;

   b) it is current on all post-petition obligations under the
      unexpired leases and the extension will not prejudice the
      landlords of those leases.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations
-- http://www.pfiotc.com/-- is a publicly traded private  
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts


PLIANT CORP: Names Harold Bevis as Chief Financial Officer
----------------------------------------------------------
Harold Bevis, President and CEO of Pliant Corporation, disclosed
the appointment of Joe Kwederis as the company's Chief Financial
Officer.  Mr. Kwederis joined Pliant earlier this year as Senior
Vice President-Finance and has distinguished himself in that role
by providing leadership to the financial organization and to
Pliant.

Before joining Pliant, Mr. Kwederis was CFO of Dura-Line
Corporation, a manufacturer of plastic extrusion products.  Prior
to that assignment, Mr. Kwederis was VP-Finance at International
Wire Group.  He had joined them after spending over 20 years with
General Cable Corporation where he held financial management
positions.

Mr. Kwederis received his BS in Accounting from Rutgers University
and holds an MBA from the University of Connecticut.

Pliant Corporation -- http://www.pliantcorp.com/-- is a leading  
producer of value-added film and flexible packaging products for
personal care, medical, food, industrial and agricultural markets.  
The Company operates 25 manufacturing and research and development
facilities around the world, and employs approximately 3,015
people.

At June 30, 2005, Pliant Corp.'s balance sheet showed a
$575,434,000 stockholders' deficit, compared to a $520,968,000
deficit at Dec. 31, 2004.


POLYMER RESEARCH: Chapter 7 Trustee Auctioning Brooklyn Property
----------------------------------------------------------------
Alan Nisselson, the Chapter 7 Trustee overseeing the liquidation
of Polymer Research Corp. of America, will conduct a Court-
approved auction of the Debtor's real property located at 2186
Mill Avenue in Brooklyn, New York.  

David R. Maltz & Co., Inc., will host the auction at 11:00 a.m. on
Oct. 11, 2005, at the offices of:

        Brauner Baron Rosenzweig & Klein, LLP
        61 Broadway, 18th Floor
        New York, New York 10006

Copies of the Sale Terms and other information regarding the
property can be obtained at http://www.maltzauctions.com/

Interested parties who want to inspect the buildings must contact
David R. Maltz & Co. at 516-349-7022.

Prospective bidders must make a $500,000 deposit.  The highest
bidder's deposit will be retained as downpayment while the second
highest bidder's deposit will be held in escrow until a sale is
consummated.  All other deposits will be returned after the
auction.  The sale is expected to close by November 11.

Objections to the sale, if any, must be received no later than
5:00 p.m. of Sept. 23 by:

        a) The chapter 7 Trustee

           Brauner Baron Rosenzweig & Klein, LLP
           Attn: Alan Nisselson
           61 Broadway, 18th Floor
           New York, New York 10006

        b) The office of the U.S. Trustee

           U.S. Trustee, Eastern District of New York
           Attn: Diana Adams, Esq.
           33 Whitehall Street, 21st Floor
           New York, New York 10004

        c) The auctioneers
        
        d) Counsel for Wachovia Bank, N.A.
   
           Esanu Katsky Korins & Siger, LLP
           Attn: Robert A. Abrams, Esq.
           695 Third Avenue
           New York, New York 10158-0038

        e) Debtor's counsel

           Stavis & Kornfeld
           Attn: Randy M. Kornfeld, Esq.
           820 Second Avenue
           New York, New York 10017

Headquartered in Brooklyn, New York, Polymer Research Corp. of
America -- http://www.polymer-ny.com/-- was a company devoted to   
research and development of utilizing a proprietary process called
chemical grafting.  The Company filed for chapter 11 protection on
October 1, 2004 (Bankr. E.D.N.Y. Case No. 04-24036).  Randy M.
Kornfeld, Esq., at Stavis & Kornfeld LLP, represents the Debtor.  
When the Debtor filed for chapter 11 protection, it listed
$15,000,000 in total assets and $5,033,000 in total liabilities.  
The Court converted the Debtor's case to a chapter 7 liquidation
proceeding on Feb. 25, 2005.  Alan Nisselson, Esq., is the chapter
7 Trustee for the Debtor's estate.


PORTAL SOFTWARE: More Material Weaknesses Spur 10-K Filing Delay
----------------------------------------------------------------
Portal Software, Inc. (Pink Sheets:PRSF) updated the status of its
SEC filing progress and its previously released preliminary,
unaudited financial results for the fourth quarter of fiscal 2005.
The Company also disclosed additional preliminary, unaudited
financial results for the first quarter of fiscal 2006 which ended
April 29, 2005, along with an update on key second quarter fiscal
2006 results.
                    
The Company's delisted status continues to relate to SEC
compliance issues.  During the extensive year-end audit that is
still underway, no fraud or intentional misconduct has been found,
although the Company has identified additional material weaknesses
in its internal controls that contribute to the delay in filing
its Form 10-K.

"Because we believe in the importance of providing our investors,
customers and employees with continued updates on our progress
toward regaining SEC compliance, as well as providing a view into
our current financial results, we are giving an update to our
previously released Q4 fiscal 2005 financials, as well as
preliminary insight into our Q1 and Q2 fiscal 2006 results," said
Dave Labuda, Portal's chief executive officer.  "We have made
considerable progress in completing the internal activities
related to filing our Form 10-K for fiscal 2005."

                        SEC Filing Update

As disclosed previously, as a result of the extended financial
close process as well as the assessment of its internal controls
as required by Section 404 of the Sarbanes-Oxley Act of 2002,
Portal is currently delinquent in filing its Form 10-K for the
fiscal year ended January 28, 2005 and in filing its Form 10-Q for
the fiscal quarter ended April 29, 2005.

While Portal has substantially completed its internal assessment
required by Sarbanes-Oxley and its documentation in support of the
fiscal 2005 financial audit, it will not file a completed, fully
audited and reviewed Form 10-K by August 31, 2005 as previously
estimated.  The current estimate is that it will take the Company
and its auditors up to an additional six weeks to complete their
assessment of the Company's internal controls and financial
results.  During this time, Portal expects to complete additional
procedures to verify that the results of its financial audit are
fair and accurate in all material respects, notwithstanding the
material weaknesses that existed during fiscal 2005 and that
continue to exist today.

Portal will continue to make every effort to file its Form 10-K
for fiscal 2005, as well as its Forms 10-Q for the first and
second quarters of fiscal 2006, as soon as possible.  However, the
anticipated delay in the 10-K filing will result in filing delays
of the Company's Forms 10-Q for the first three quarters of fiscal
2006 compared to the dates previously estimated.

The Company has provided new estimates of these filing dates
below:

    -- For the first quarter ended April 29, 2005, six weeks after
       the filing of the 10-K.

    -- For the second quarter ended July 29, 2005, ten weeks after
       the filing of the 10-K.

    -- For the third quarter ending October 28, 2005, fourteen
       weeks after the filing of the 10-K.

The Company intends to seek re-listing on the NASDAQ Stock Market
as soon as it can satisfy NASDAQ's listing standards.  There can
be no assurance, however, that the Company will be successful in
obtaining re-listing with NASDAQ.

                        Material Weaknesses

As previously reported, the Company has identified multiple,
unremediated material weaknesses in its internal controls over
financial reporting.

Subsequent to the press release dated June 30, 2005, which
provided preliminary, unaudited financial information for the
Company's fourth quarter fiscal 2005 and in conjunction with the
ongoing Section 404 Internal Control testing, management
identified additional material weaknesses in its internal controls
over financial reporting.  Specifically, management identified
material weaknesses related to the management of payroll related
taxes in foreign countries and related to its overall entity level
controls.  The material weaknesses in our entity level controls
relate to establishing an effective control environment, assessing
risk, performing control activities, and monitoring controls.
These material weaknesses are in addition to the material
weaknesses that were previously disclosed and that continue to
exist, including, without limitation, those in revenue recognition
processing, financial close processing, and a shortage of
qualified finance staff (all of which also existed at the end of
fiscal year 2005).

These material weaknesses have contributed to the delays in the
Company's filing of its periodic reports with the SEC and increase
the risk that there may be material inaccuracies in our filed
reports or in the preliminary results reported herein.  Portal has
been and continues to work diligently to remediate these material
weaknesses.  The Company believes it has made progress on several
fronts in remediating the control deficiencies that have caused
the material weaknesses, and it is committed to fixing these
control deficiencies and remediating the material weaknesses in
the Company's internal controls.

Portal Software is the premier provider of billing and Revenue
Management solutions for the global communications and media
markets.  The Company delivers the only platform for the end-to-
end management of customer revenue across offerings, channels, and
geographies.  Portal's solutions enable companies to dramatically
accelerate the launch of innovative, profit-rich services while
significantly reducing the costs associated with legacy billing
systems.  Portal is the Revenue Management partner of choice to
the world's leading service providers including: Vodafone, AOL
Time Warner, Deutsche Telekom, TELUS, NTT, China Telecom, Reuters,
Telstra, China Mobile, Telenor Mobil, and France Telecom.


PREMCOR REFINING: Moody's Upgrades Notes' Rating to Baa3 from Ba3
-----------------------------------------------------------------
Moody's Investors Service confirmed Valero Energy Corporation's
Baa3 senior unsecured ratings and upgraded The Premcor Refining
Group's senior unsecured notes to Baa3 from Ba3.  The rating
actions end a review initiated on April 25, 2005 following
Valero's announcement regarding its planned acquisition of Premcor
Inc. for approximately $8.7 billion, including assumed debt.  The
transaction, which has been approved by Premcor's shareholders,
remains subject to FTC approval and is expected to close on
September 1, 2005.

Ratings confirmed:

   Valero Energy Corporation's:

      * Baa3 rated senior unsecured notes, debentures, and
     medium-term notes;

      * its Ba1 rated subordinated debentures;

      * its shelf registration for senior unsecured
        debt/subordinated debt/preferred stock rated
        (P)Baa3/(P)Ba1/(P)Ba2; and

      * its Ba2 rated mandatory convertible preferred stock.

Ratings upgraded:

   Premcor Refining Group:

      * senior unsecured notes from Ba3 to Baa3

   Port Arthur Finance Corporation:

      * senior secured notes from Ba3 to Baa3

At the same time, Moody's withdrew Premcor Inc.'s corporate family
(formerly known as Senior Implied) rating and speculative grade
liquidity rating and PRG's senior secured bank facility rating and
senior subordinated note rating.

The purchase consideration will be funded with approximately 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion (approximately $3.6 billion) with a combination of:

   * cash on hand;

   * $400 million of drawdowns under its $1 billion accounts
     receivables securitization facility;  and

   * a $1.5 billion senior unsecured bank term loan.

At approximately $1,000 per complexity barrel, the transaction
appears fully priced.

Moody's confirmation of Valero's ratings and the stable rating
outlook are based on:

   * economies of scale, diversification and other strategic
     benefits expected to result from the merger;

   * the current robust refining margin environment, which has
     resulted in stronger-than-anticipated cash builds at both
     Valero and Premcor since the announcement of their pending
     merger in April 2005, and which should facilitate planned
     debt reduction;

   * senior management's stated commitment to repay term loan
     outstandings by the end of 2006 and to manage strategic
     capital expenditures and share buybacks within cash flow;

   * through-the-cycle metrics that are consistent with a Baa3
     rating, taking into consideration the size and market
     position of the merged entity; and

   * the upstream/downstream guarantees to be provided at closing.

Above-average distillate margins and wide light/heavy spreads have
generated larger-than expected cash balances at Valero and at
Premcor at August 31, 2005.  As a result, the incremental amount
of balance-sheet debt required to finance the acquisition at
closing is expected to be about the same (approximately $3.0
billion) as the company had originally anticipated despite the
acceleration of the closing date from year-end 2005 to September
1, 2005.  Valero expects incremental balance-sheet debt incurred
in the acquisition to decline to about $2.3 billion by the end of
2005, as compared to management's original estimate of $2.9
billion.  Moody's had stated in its press release of April 25,
2005 that incremental balance-sheet debt in excess of $2.9 billion
at closing could pressure Valero's ratings.

Moody's notes that Valero's commitment to repay the term loan by
the end of 2006 will be critical to maintaining a stable outlook,
as it will demonstrate management's willingness to balance share
repurchases and strategic growth capital spending with debt
repayment, a somewhat more conservative financial strategy than in
the past.  In order to maintain a solid investment-grade rating,
Valero will need to maintain through-the-cycle average retained
cash flow to adjusted debt of at least 25%, excluding the debt of
Valero L.P., a master limited partnership for which Valero is the
general partner (20% including Valero L.P. debt).  The Baa3 rating
assumes Valero will continue to pursue acquisition opportunities.

An over-reliance on debt to fund future acquisitions could
pressure Valero's ratings, unless the company finances a
meaningful amount of the transaction with equity and/or proceeds
from asset sales.  A positive outlook would require a more
conservative fiscal policy, as well as a significantly improved
sustainable financial leverage profile.

The combined entity's pro-forma financial leverage at
September 1, 2005 is expected to be approximately $389 per
complexity barrel (excluding the debt of Valero L.P.).  Moody's
expects adjusted debt per complexity barrel to decline to about
$356 by year-end 2005, but this will still exceed the average for
the company's investment-grade peers.  Nevertheless, the merged
entity's size and diversification (over 3 million barrels per day
of distillation capacity, about $32 billion in pro-forma assets
and 18 refineries) and management's plan to repay the term loan
over the next 16 months help mitigate the combined entity's above-
average leverage.

Valero's Baa3 rating is supported by the benefits of the Premcor
acquisition, including:

   * a significant increase in refining capacity;

   * greater geographic diversification;

   * certain operating synergies;

   * increased exposure to heavy sour crudes (from 24% to 31% of
     total crude slate); and

   * by management's track record with prior acquisitions in
     improving refinery operating performance and realizing
     synergies.

Premcor's Memphis and Lima refineries have suffered from
relatively low utilization rates, and the Delaware City Refinery
has had operating problems.  However, Valero has demonstrated
success in improving the performance of its acquired assets.

On the other hand, the rating also considers Valero's and
Premcor's heavy capital requirements in 2006 and 2007, including
substantial environmental capital expenditures, and the fact that
Valero's estimates for capital required to meet more stringent
diesel sulfur rules have continued to rise.  Nevertheless,
assuming mid-cycle (2000-2004 average) refining margins in 2006
and a downturn (2002 margins) in 2007, Moody's believes the merged
entity will have sufficient flexibility to reduce strategic growth
capital expenditures to avoid further material increases in its
debt obligations.

Premcor Inc. will be merged into Valero and its existence as a
separate entity will cease.  Premcor Inc.'s subsidiaries,
including PRG, will become 100% owned direct and indirect
subsidiaries of Valero Energy.  Valero will guarantee all of the
senior notes of PRG and its affiliates.  At the same time, all of
Valero's senior notes and debentures will be supported by upstream
guarantees from PRG.

Valero Energy Corporation is the largest independent refining and
marketing company in the United States and is headquartered in San
Antonio, Texas.

Premcor Inc. is an independent refining and marketing company
headquartered in Old Greenwich, Connecticut.


PREMIUM STANDARD: Moody's Withdraws $175 Million Notes' B1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 senior unsecured rating
and Ba3 corporate family rating for Premium Standard Farms, and
withdrew all ratings.  Moody's has withdrawn these ratings for
business reasons.

The affirmation of the ratings is supported by:

   * PSF's vertical integration, which moderates the impact of    
     cyclical price swings and provides opportunity for greater
     quality control of its product;

   * its focus on value-added products for premium niches;

   * its relatively new facilities and equipment, competitive cost
     position and regional diversification; and

   * a management team with significant industry experience.

PSF's ratings are limited by:

   * its exposure to the cyclical, volatile, and highly
     competitive pork industry;

   * its relatively narrow product line; and

   * its relatively small size.

Following PSF's tender offer in May 2005, $2 million of the
company's $175 million in senior unsecured 9.25% notes due in June
2011 remain outstanding.

Ratings affirmed and withdrawn are:

   * $175 million senior unsecured 9.25% notes due 6/15/11 at B1
   * Corporate family rating at Ba3

Premium Standard Farms, Inc., with headquarters in Kansas City,
Missouri, is an integrated U.S. hog producer and pork processor
with facilities in Missouri, North Carolina, and Texas.


PRIME MORTGAGE: Fitch Places Low-B Rating on Two Class B Certs.
---------------------------------------------------------------
Prime Mortgage Trust, mortgage pass-through certificates, series
2005-3 are rated by Fitch Ratings:

     -- $236,796,745 classes A-1 through A-4, PO, X, R-1, and R-2,
        'AAA' ('senior certificates');

     -- $1,443,148 class B-1, 'AA';

     -- $962,099 class B-2, 'A';

     -- $481,049 class B-3, 'BBB';

     -- $360,787 class B-4, 'BB';

     -- $120,262 class B-5, 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
1.55% subordination provided by the 0.60% class B-1, the 0.40%
class B-2, the 0.20% class B-3, the 0.15% privately offered class
B-4, the 0. 05% privately offered class B-5 and the 0.15%
privately offered class B-6 (not rated by Fitch).  Classes B-1, B-
2, B-3, B-4 and B-5 are rated 'AA', 'A', 'BBB', 'BB' and 'B' based
on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of Wells Fargo Bank N.A., rated
'RPS1' by Fitch.

The collateral consists of 15-year fixed-rate mortgage loans
totaling $240,524,781, as of the cut-off date (Aug. 1, 2005),
secured by first liens on one- to four-family residential
properties.  The mortgage pool demonstrates an approximate
weighted-average loan-to-value ratio of 60.85%.  The weighted
average FICO credit score is approximately 754.  Cash-out
refinance loans represent 38.24% of the mortgage pool and second
homes 10.37%.  The average loan balance is $544,711.  The five
states that represent the largest portion of mortgage loans are
California (29.99%), Illinois (7.53%), New Jersey (5.22%), New
York (5.15) and Florida (5.02%).

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation'
available at http://www.fitchratings.com/

SAMI II deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  For federal income tax purposes, an election will be made
to treat the trust as two separate real estate mortgage investment
conduits.  U.S. Bank National Association will act as trustee.


PROTOCOL SERVICES: Jenner & Block Approved as Bankruptcy Counsel
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of California
gave Protocol Services, Inc., and its debtor-affiliates,
permission to employ  Jenner & Block, LLP as their general
bankruptcy counsel.

Jenner & Block will:

   1) advise the Debtors of their powers and duties as debtors-in-
      possession in the continued operation and management of
      their businesses and properties;

   2) advise the Debtors regarding matters of bankruptcy law and
      in proceedings and hearings, and prepare on behalf of the
      Debtors any necessary motions, applications, orders and
      other legal papers necessary in their chapter 11 cases;

   3) assist, advise and represent the Debtors concerning the
      confirmation of any proposed plan of reorganization and the
      solicitation of any acceptances or responding to rejections
      to that plan;

   4) assist, advise and represent the Debtors concerning any
      possible sale of assets and in the further investigation of
      the assets, liabilities and financial condition of the
      Debtors that may be required under local, state or federal
      law;

   5) counsel and represent the Debtors with respect to the
      assumption or rejection of executory contracts and leases,
      sale of assets and prosecute and defend litigation matters
      and other matters that may arise in their chapter 11 cases;

   6) advise the Debtors with respect to general labor, corporate
      and litigation issues relating to their chapter 11 cases,
      including securities, corporate finance, tax and commercial
      matters; and

   7) perform all other legal services to the Debtors that
      appropriate and necessary for the administration their
      chapter 11 cases.

Michael C. Rupe, a Member of Jenner & Block, is one of the lead
attorneys for the Debtors.  Mr. Rupe disclosed that his Firm
received a $300,000 retainer.  Mr. Rupe charges $410 per hour for
his services.

Mr. Rupe reports Jenner & Block's professionals bill:

      
      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      Mark K. Thomas       Partner           $625
      Peter J. Young       Associate         $275
      Jeremy T. Siblings   Associate         $235
      Michael Matlock      Paralegal         $210

      Designation          Hourly Rate
      -----------          -----------
      Partners             $410 - $750
      Associates           $215 - $390
      Paralegals           $150 - $210
      Project Assistants      $110

Jenner & Block assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).  Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: Wants Key Employee Retention Plan Approved
-------------------------------------------------------------
Protocol Services, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of California to
approve their Key Employee Retention Plan and certain amendments
to their CEO's and CFO's employment contracts.

Under the KERP, the Debtors contemplate paying their 34 managers
an aggregate bonus of $2,354,847.  The Plan classifies the 34
managers into three tiers.  The retention bonus will be paid to
each tier in three installments:

   1) each manager will receive 35% of his bonus 30 days after a
      plan's confirmation;

   2) an additional 30% will be given on a plan's effective date;
      and

   3) the remaining bonus will be paid 90 days after a plan's
      effective date.

The Debtors fear that without due compensation, these managers
will lose their zeal in promoting the companies' successful
restructuring or worse, take jobs elsewhere.

The Debtors also want to amend the employment contracts of their
chief executive officer and chief financial officer to provide for
increased compensation.

In March 2004, Protocol retained Charles Dall'Acqua as CEO, and
Joel Bakal as CFO.  The Company's previous senior management team
failed to successfully operate Protocol.

According to the Debtors, Mr. Dall'Acqua made major sales,
financial and operational improvements to Protocol.  In short, the
new CEO's management team made achievable projections and exceeded
them.  

Protocol filed for chapter 11 protection, despite an operationally
sound and cash generating financial structure, to deleverage its
balance sheet.

The Debtors tell the Court that it needs to implement the Plan to
ensure that their key employees will continue to provide essential
sales, management and operational services in order to maintain
and maximize the going concern value of the bankruptcy estates.

A full-text copy of the Key Employee Retention Plan is available
for free at http://bankrupt.com/misc/Protocol.KERP

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).   Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROTOCOL SERVICES: U.S. Trustee Says KERP Is Unwarranted
--------------------------------------------------------
Steven Jay Katzman, the U.S. Trustee for Region 15, tells the U.S.
Bankruptcy Court for the Southern District of California that he
doesn't want Protocol Service, Inc., and its debtor-affiliates'
Key Employee Retention Plan approved.

Mr. Katzman questions why the Debtors filed for bankruptcy if
their key employees merited the proposed retention plan.

The U.S. Trustee also doesn't want the Debtors to be spending so
much on a retention plan when they posted a $100 million net
operating loss in 2003.  He also asserted that the Debtors' sales
growth resulted not from the senior management team's efforts but
rather from mergers and acquisitions.

Headquartered in Deerfield, Illinois, Protocol Services, Inc.,
and its subsidiaries offers agency services, database development
and management, data analysis, direct mail printing and
lettershops, e-marketing, media replication, and inbound and
outbound teleservices.  Protocol has offices and operations in
California, Colorado, Illinois, Louisiana, Florida, Michigan,
North Carolina, New York, Massachusetts, Connecticut and Canada
and employs over 4,000 individuals.  The Company and its
affiliates -- Protocol Communications, Inc., Canicom, Inc., Media
Express, Inc., and 3588238 Canada, Inc. -- filed for chapter 11
protection on July 26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782
through 05-06786).   Bernard D. Bollinger, Jr., Esq., and Jeffrey
K. Garfinkle, Esq., at Buchalter, Nemer, Fields & Younger,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


PROVIDIAN FINANCIAL: Shareholders Approve Washington Mutual Merger
------------------------------------------------------------------
Providian Financial Corporation's (NYSE:PVN) shareholders approved
the Company's merger with Washington Mutual.  83% of the
237,791,081 shares voted were in favor of the merger (67% of the
total outstanding shares).  A majority of the total outstanding
shares were needed for approval.  The results were announced at a
special meeting of Providian shareholders held on Aug. 31, 2005,
in San Francisco.

As reported in the Troubled Company Reporter on Aug. 29, 2005,
the Office of Thrift Supervision has approved Washington Mutual,  
Inc.'s acquisition of Providian National Bank by Washington Mutual
Bank.  

The Office of Thrift Supervision is the primary regulator of all  
federally chartered and many state-chartered thrift institutions,  
which include savings banks and savings and loan associations.   
OTS was established as a bureau of the U.S. Department of the  
Treasury on Aug. 9, 1989, and has four regional offices located  
in Jersey City, Atlanta, Dallas, and San Francisco.  OTS is funded  
by assessments and fees levied on the institutions it regulates.

Washington Mutual offered to buy the bank for $6.45 billion, 89%  
of which is to be paid in WM stock.  

"We're gratified that Providian shareholders recognized the value
and logic of the merger with Washington Mutual and voted to
support the transaction.  Together, Providian and Washington
Mutual will make a formidable competitor in the financial services
marketplace," said Providian Chairman and Chief Executive Officer
Joseph Saunders. The Company expects the transaction to close on
October 1, 2005.

With a history dating back to 1889, Washington Mutual --  
http://www.wamunewsroom.com/-- is a retailer of financial  
services that provides a diversified line of products and services
to consumers and commercial clients.  At June 30, 2005, Washington  
Mutual and its subsidiaries had assets of $323.53 billion.   
Washington Mutual currently operates more than 2,400 retail
banking, mortgage lending, commercial banking and financial
services offices throughout the nation.   

San Francisco-based Providian Financial is a leading provider of
credit cards to mainstream American customers throughout the U.S.   
By combining experience, analysis, technology and outstanding
customer service, Providian seeks to build long-lasting
relationships with its customers by providing products and
services that meet their evolving financial needs.  

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2005,  
Fitch Ratings affirmed the ratings of Washington Mutual, Inc. at
'A/F1' with a Stable Outlook, and its banking subsidiaries and has
placed Providian Financial Corp., rated 'B+/B' with a Positive
Outlook, and its subsidiaries on Rating Watch Positive.

These ratings are placed on Rating Watch Positive:

   Providian Financial Corp.

     -- Senior debt at 'B+';
     -- Short-term debt at 'B';
     -- Support at '5';
     -- Individual at 'D'.

   Providian National Bank

     -- Long-term deposits at 'BB';
     -- Senior debt at 'BB-';
     -- Subordinated debt at 'B+';
     -- Short-term deposits at 'B';
     -- Short-term debt at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.

   Providian Capital I

     -- Trust-preferred at 'B-'.


REGIONAL DIAGNOSTICS: Inks Settlement Pact Over Pineapple Grove
---------------------------------------------------------------
Regional Diagnostics LLC and its debtor-affiliates entered into a
settlement agreement with Regional Health Services, Inc., JZ
Investment Corp., JVZ Partners Limited, Dr. James V. Zelch, Mark
Zelch and Nancy Lynn Westrich.   

On June 24, the Debtors asked the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, to approve the sale
of its Pineapple Grove Office Building located at 101 N.W. 1st
Street, Delray Beach in Palm Beach California.  On July 9,
Regional Health et al. filed a complaint for declaratory and
injunctive relief against the Debtors.  

The suit alleges, among other things, various breaches of contract
and fiduciary duties on the Debtors' part.  Regional Health also
alleged that the Pineapple Grove Office Building belongs to them
and not to the Debtors.

The request for declaratory relief sought an order declaring
Regional Health et al. as the true owners of Pineapple Grove.  The
injunctive relief motion was a request to prohibit the Debtors
from claiming Pineapple Grove as property of the estates.

At a hearing on July 18, Regional Health told the Court that a
resolution was in the works.  After arms-length negotiations, the
parties now agree that:

   a) Regional Diagnostics will deliver a quit claim deed
      conveying legal title to the Pineapple Grove Office
      Building to JVZ Partners Limited;

   b) Regional Health et al. agree not to object to the validity
      of the Pineapple Grove Lease;

   c) a cure amount for the building's lease will be paid at the
      time that the Court approves the assumption and assignment
      of the lease; and

   d) they'll release all claims against each other.

Accordingly, the Debtors ask the Court to approve the settlement.

Headquartered in Warrensville Heights, Ohio, Regional Diagnostics,
L.L.C. -- http://www.regionaldiagnostic.com/-- owns and operates  
27 medical clinics located in Florida, Illinois, Indiana, Ohio and
Pennsylvania.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 20, 2005 (Bankr. N.D. Ohio Case No.
05-15262).  Jeffrey Baddeley, Esq., at Baker & Hostetler LLP
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets of $10 million to $50 million and debts of $50 million to
$100 million.


REMEC INC: Shareholders Approve Asset Sale & Plan of Dissolution
----------------------------------------------------------------
REMEC, Inc.'s (NASDAQ:REMC) shareholders approved the sale of
selected assets and liabilities of REMEC's Wireless Systems
Business to Powerwave Technologies, Inc. (NASDAQ:PWAV) pursuant to
the Asset Purchase Agreement, dated March 13, 2005, as amended.  

Upon completion of the Asset Sale, which is expected to occur
today, Sept. 2, 2005, REMEC will receive 10 million shares of
Powerwave common stock and $40 million in cash, subject to certain
post-closing adjustments and a $15 million escrow.  Based on
Powerwave's closing price on Wednesday, Aug. 31, 2005, the
transaction value is approximately $144.8 million.  As of this
time, the parties are continuing to work to satisfy certain
closing conditions.

In addition, REMEC's shareholders have approved the winding up and
dissolution of the company pursuant to a Plan of Dissolution.

The Company's Board of Directors has established the date of
closing of the Asset Sale as the record date for the distribution
of the 10 million shares of Powerwave common stock to be received
in the Asset Sale.  The exact fraction of a share of Powerwave
common stock that REMEC shareholders will receive for each share
of REMEC common stock depends on factors that cannot be determined
until the closing date of the Asset Sale, but is currently
expected to be approximately 0.333 shares of Powerwave common
stock for each share of REMEC common stock held as of the record
date.

After reviewing all of its remaining obligations and as soon as
possible after the close of the Asset Sale, REMEC intends to make
an initial cash distribution to its shareholders of between $1.25
and $1.75 per share.  The distribution of Powerwave common stock
and cash to REMEC shareholders will only occur if the Asset Sale
is completed.

REMEC, Inc. -- http://www.remce.com/-- designs and manufactures  
high frequency subsystems used in the transmission of voice, video
and data traffic over wireless communications networks.


ROYAL CAKE: Court Okays $10 Million 363 Sale to Flower Foods
------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
North Carolina, Winston-Salem Division, gave Royal Cake Company,
Inc., permission to sell substantially all of its assets to
Flowers Foods (NYSE: FLO) for $10 million.  Flowers assumed no
liabilities of Royal other than those associated with
assumed contracts.  

The bakery will operate as a wholly owned subsidiary of Flowers
Foods Specialty Group under the name Flowers Bakery of Winston-
Salem, LLC.  Sam Burnette, Royal Cake president, will continue as
president of the new Flowers subsidiary.

"Demand for our snack cakes continues to grow and Royal gives us
the additional production capacity to take advantage of that
demand," said George E. Deese, Flowers Foods' president and chief
executive officer.  "We're pleased to have the Royal team join our
company."

Royal Cake, with 2004 sales of $24 million, filed for bankruptcy
in February 2005.  The company employs approximately 190 people
and produces cookies, cereal bars and creme-filled cakes that are
sold under the Royal, Bakers Best, and private label brands.

Headquartered in Thomasville, Ga., Flowers Foods --
http://www.flowersfoods.com/-- is one of the nation's leading  
producers and marketers of packaged bakery foods for retail and
foodservice customers. Flowers operates 35 bakeries that produce a
wide range of bakery products marketed throughout the
Southeastern, Southwestern, and mid-Atlantic states via an
extensive direct-store-delivery network and nationwide through
other delivery systems. Among the company's top brands are
Nature's Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs.
Freshley's.

Headquartered in Winston-Salem, North Carolina, Royal Cake  
Company, Inc., employs approximately 190 people and produces  
cookies, cereal bars and creme-filled cakes that are sold under  
the Royal, Bakers Best, and private label brands.  The Company  
filed for chapter 11 protection on Feb. 18, 2005 (Bankr. M.D.N.C.  
Case No. 05-50475).  Daniel C Bruton, Esq., and Walter W. Pitt,  
Jr., Esq., at Winston-Salem, represent the Debtor in its chapter  
11 proceeding.  The Company reported sales of $24 million for the  
fiscal year ended Dec. 31, 2004.  


SACO I: Fitch Puts BB+ Rating on $9.4 Mil. Private Certificates
---------------------------------------------------------------
SACO I Trust's $451.3 million mortgage-backed certificates, series
2005-WM1, are rated by Fitch Ratings:

     -- $311.2 million class A 'AAA';
     -- $42.3 million class M1 'AA';
     -- $13.3 million class M2 'AA-';
     -- $12.3 million class M3 'A+';
     -- $11.7 million class M4 'A';
     -- $11.2 million class M5 'A-';
     -- $11.7 million class B1 'BBB+';
     -- $10.3 million class B2 'BBB';
     -- $9.8 million class B3 'BBB-';
     -- $9.4 million privately offered class B4 'BB+';
     -- $8.2 million privately offered class B5 'BB'.

The 'AAA' rating on the class A certificates reflects the 37.60%
total credit enhancement provided by the 9.25% class M1, 2.90%
class M2, 2.70% class M3, 2.55% class M4, 2.45% class M5, 2.55%
class B1, 2.25% class B2, 2.15% class B3, 2.05% class B4, 1.80%
class B5 as well as the 1.30% initial overcollateralization
growing to the 6.95% target OC.  All certificates have the benefit
of monthly excess cash flow to absorb losses.  The ratings also
reflect the quality of the loans, the soundness of the legal and
financial structures, and the capabilities of EMC Mortgage
Corporation as servicer.  LaSalle Bank National Association will
act as trustee.

On the closing date, the trust fund will consist of second lien,
fixed rate, fully amortizing residential mortgage loans with a
total principal balance as of the cut-off date of approximately
$457,274,883.  The weighted average loan rate is approximately
10.26%.  The weighted average remaining term to maturity is 349
months.  The average principal balance of the loans is
approximately $50,068.  The weighted average combined loan-to-
value ratio is 99.73%.  The properties are primarily located in
California (43.52%), Florida (8.33%), Illinois (6.95%), Texas
(5.80%) and Washington (5.17%).


SAFETY-KLEEN: Wants 633 Claimants Removed From Distribution List
----------------------------------------------------------------
Claimants have been mailed various notices throughout Safety-Kleen
Corporation and its debtor-affiliates' Chapter 11 proceeding and
during the claims resolution process, William H. Sudell, Jr.,
Esq., at Morris, Nichols Arsht & Tunnell, in Wilmington, Delaware,
relates.  The U.S. Postal Service returned a number of the
notices, as undeliverable to particular claimants, to Oolenoy
Valley Consulting, LLC, as Trustee of the Safety-Kleen Creditor
Trust.  After the return of the notices, the Trustee attempted to
locate the claimants in question through other means.  However,
the Trustee has been unsuccessful in locating 633 claimants.  

By this motion, the Trustee seek the U.S. Bankruptcy Court for the
District of Delaware's authority to remove the 633 Class 7
Undeliverable Claimants from the list of Class 7 Claimants
receiving distributions pursuant to the Debtors' Joint Plan of
Reorganization.

The Trustee assures the Court that it will continue to attempt to
determine an effective address for the Undeliverable Claimants,
until making a Class 7 distribution.

The Trustee also seeks the Court's authority to make distributions
only to Class 7 Claims with allowed claims greater than $1,313.  
The Trustee believes that 8,661 of the 14,383 proofs of claim in
Class 7 are each for $1,313 or less.  

The cost of making distributions to claims for amounts less than
$1,313 will exceed the amount each Claimant will receive, Mr.
Sudell tells the Court.  If the Court authorizes the Trustee not
to make distributions to de minimis claimants, the Creditor Trust
will avoid incurring costs totaling $113,718, Mr. Sudell adds.

If the Trustee must make distributions to all Class 7 claimants,
it expects to distribute $32,813 to de minimis claimants, Mr.
Sudell notes.  Thus, the total benefit to the Creditor Trust of
not being required to distribute to de minimis claimants would be
$146,532.

By not receiving Class 7 distributions, de minimis claimants will
avoid having to account for those distributions when filing their
state and federal tax returns, which is a potentially costly
accounting for a de minimis distribution, Mr. Sudell points out.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such  
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 91; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SALA GRUPPI: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sala Gruppi, Inc.
        dba Pauly's Italian Restaurant
        2130 West Southport Road
        Indianapolis, Indiana 46217

Bankruptcy Case No.: 05-17451

Type of Business: The Debtor operates a restaurant that
                  specializes in Italian cuisine.

Chapter 11 Petition Date: August 31, 2005

Court: Southern District of Indiana (Indianapolis)

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik, P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

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
   ------                     ---------------       ------------
Delco Foods                   Open account                $6,321
4850 West 78th Street
Indianapolis, IN 46268

Alsco, Inc.                   Open account                $6,034
Progress Linen Division
711 East Vermont Street
Indianapolis, IN 46202

Gonella                       Open account                $5,273
2758 Eagle Way
Chicago, IL 60678-1027

Edward Don                    Open account                $3,723

Heartland Food Specialties    Open account                $3,374

Michael's Meats               Open account                $2,329

A Classic Rental Equipment    Open account                $1,208

Evans Audio Visual            Open account                $1,101

Midwest P.O.S.                Open account                $1,050

National Wine & Spirits       Open account                  $879

Fry Tech                      Open account                  $861

R&K Powell                    Open account                  $684

GCS Service, Inc.             Open account                  $592

All American Wines            Open account                  $474

Mark IV Environmental         Open account                  $431
Systems

Ecolab, Inc.                  Open account                  $420

Savings Masters               Open account                  $350

Pepsi Americas                Open account                  $346

R.L. Schreiber, Inc.          Open account                  $323

Deaton's Mechanical Co.       Open account                  $286


SBARRO INC: Incurs $9.05 Million Net Loss in Second Quarter
-----------------------------------------------------------
Sbarro, Inc., reported its financial results for the quarter
ending June 30, 2005, in a Form 10-Q delivered to the Securities
and Exchange Commission on Aug. 30, 2005.

The Company reported a $9,052,000 net loss on $171,161,000 of net
revenues for the 28 weeks ending July 17, 2005.  At June 30, 2005,
the Company's balance sheet shows $369,762,000 in total assets and
a $313,480,000 in total debts.  Stockholders' equity has declined
13% this year from $65,334,000 at Jan. 2, 2005, to $56,828,000 at
July 17, 2005.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?13c

Sbarro, Inc., develops and operates an international chain of
family-style Italian restaurants under the names "Sbarro" and
"Sbarro The Italian Eatery". These outlets serve high quality,
affordable Italian food to a wide range of consumers. It has
restaurants situated in 48 states throughout the United States,
its territories and 21 countries throughout the world. It owns 898
restaurants and franchises 268 restaurants.

                         *     *     *

As reported in the Troubled Company Reporter on May 17, 2005,
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Sbarro Inc. to 'CCC+' from 'CCC.'
S&P said the outlook is positive.

S&P said its ratings on Melville, New York-based Sbarro reflect
the risks associated with operating in the highly competitive
restaurant industry, the company's vulnerability to mall traffic
and seasonality, a highly leveraged capital structure, and limited
liquidity.


SCIENTIFIC GAMES: 100% of Noteholders Swap Old Notes for New Bonds
------------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) disclosed the
expiration of its offer to exchange an aggregate principal amount
of up to $200,000,000 of its new 6-1/4% Senior Subordinated Notes
due 2012 for a like amount of its old 6-1/4% Senior Subordinated
Notes due 2012.  

A total of $200,000,000 aggregate principal amount of the old
notes were tendered in the exchange offer as of 5:00 p.m., New
York City time, on Aug. 30, 2005.  The amount represents 100% of
the aggregate principal amount of the old notes outstanding.  

Wells Fargo Bank, N.A., served as the Company's exchange agent for
the exchange offer.  Scientific Games has advised Wells Fargo
Bank, N.A., that all validly tendered old notes have been accepted
for exchange in the exchange offer.

Scientific Games Corporation -- http://www.scientificgames.com/--    
is a leading integrated supplier of instant tickets, systems and  
services to lotteries, and a leading supplier of wagering systems  
and services to pari-mutuel operators.  It is also a licensed  
pari-mutuel gaming operator in Connecticut and the Netherlands and  
is a leading supplier of prepaid phone cards to telephone  
companies.  Scientific Games' customers are in the United States  
and more than 60 other countries.  

                        *     *     *

The Company's 6-1/4% senior subordinated notes due 2012 carry  
Moody's Investors Service's and Standard & Poor's single-B  
ratings.


SEASPECIALTIES INC: Files for Chapter 11 Protection in Florida
--------------------------------------------------------------
SeaSpecialties Inc. filed for chapter 11 protection in the U.S.
Bankruptcy Court for the Southern District of Florida in Fort
Lauderdale to effectuate an asset sale.  The Company reached an
agreement to sell the assets of its Barnacle Seafood division to
Meriturn Partners, LLC, for a purchase price of $3.5 million.  

The company expects to disclose a buyer for its Homarus/Marshall
Smoked Fish, Inc., unit in the near future and will ask the Court
for approval to implement that sale.

SeaSpecialties has obtained the consent and support of its lender
respecting the use of cash collateral that will ensure that the
business will continue to operate in the ordinary course after
today's filing and through the sales process.  The lender has
consented to the company's continued use of its cash collateral
during that process; the company does not anticipate the need for
additional borrowings.

"We want to assure all of our customers, suppliers and employees
that we are continuing to run Barnacle Seafood and
Homarus/Marshall in the ordinary course and make all shipments
timely," Chief Operating Officer Michael Metzkes said.  "Their
operations are open and focused on serving our customers."

Barnacle Seafood is a specialty processor and distributor of a
full line of fresh and frozen seafood products sold to the South
Florida and Caribbean markets.  With 2004 pro-forma sales of
$44 million, the company believes it is the largest seafood-only
processor and distributor in South Florida.  Barnacle operates a
modern seafood facility in Fort Lauderdale that employs 70.
SeaSpecialties has agreed to sell the assets of Barnacle to an
affiliate of Meriturn Partners, a private equity investment firm,
which will continue to operate the business from its existing
facilities.  The business will continue to be managed by Jim Ruos,
who joined Barnacle six months ago with more than 20 years of
experience in the seafood business.  As required by the Bankruptcy
Code, the Barnacle sale is subject to a competitive process
whereby higher and better offers can be considered according to
procedures to be approved by the Court.

Homarus/Marshall, with approximately $10 million of annual sales,
operates out of Philadelphia and New York and manufactures and
distributes an extensive line of smoked salmon and seafood
products in both kosher and non-kosher facilities.

                     Financial Advisor

SeaSpecialties reported that it has retained Goldin Associates,
LLC, as its financial advisor to assist in connection with the
sale of Barnacle and Homarus/Marshall.  David Pauker, managing
director of Goldin, said, "We are pleased to have found a good
home for this strong seafood business.  The bankruptcy financing
and planned sale will relieve Barnacle of the constraints of its
parent's debt and give it the opportunity to grow to service new
customers with new product offerings."

SeaSpecialties will also seek offers for its Florida Smoked Fish
Division and Certified Foods Divisions.  Certified Foods is a
kosher distributor serving the South Florida market.  The proceeds
of the asset sales and liquidations will be used to pay
SeaSpecialties' obligations to its secured lender, with remaining
funds to be distributed to other creditors, including general
unsecured creditors.  SeaSpecialties was unable to speculate on
whether general unsecured creditors would receive a distribution.

Headquartered in Miami, Florida, SeaSpecialties Inc. distributes
more than 200 seafood and smoked fish products under several
different product names, including Florida Smoked Fish, Homarus,
Marshall's Best, and Mama's Brand.  SeaSpecialties offers both
consumer products and bulk products for cruise lines, deli's, fish
markets, foodservice distributors, grocery retailers, hotels, and
restaurants.  In addition to smoked fish, SeaSpecialties also
offers fresh and frozen seafood and a variety of seafood salads.


SECOND CHANCE: Gets Court Nod to Enforce Employee Retention Plan
----------------------------------------------------------------
The Honorable James D. Gregg of the U.S. Bankruptcy Court for the
Western District of Michigan, Southern Division, authorized Second
Chance Body Armor, Inc., to implement a key employee retention
program.

The Debtor wants to provide incentives to six officers while
selling all of its operating assets under Section 363 of the
Bankruptcy Code.

The Debtor's prospects of finding a buyer for its assets would be
impaired if its existing key employees will find new employment
during the sale process.  In order to encourage these key
employees to remain during the sale process, the Debtor has
determined that it is necessary to offer them a retention bonus.  
These employees are:

      Name of Officer/Director      Position
      ------------------------      --------
      Karen McCraney                Chairman of the Board
      J. Larry McCraney             V.P. Operations
      Thomas E. Bachner             V.P. Research & Development
      Matt Davis                    V.P. Sales
      Brian Breneman                CFO
      Ed Kiessel                    Controller

These six officers will receive:

   -- three months severance pay, except for the chairman of the
      board, if they will not be hired by the buyer.  The maximum
      amount payable is $192,500.

   -- 2% each of the sales proceeds above $9 million.  The
      controller will only receive 1%.

The KERP will only apply to the six officers if they remain in
service through the closing of the sale transaction.

The KERP will be reduced on a dollar-for-dollar basis if the
target amount of the Net Cash Flow Before Financing under the
Budget is not met.  This limitation does not apply if the net
sales proceeds paid to Comerica Bank from the sale exceed
$12 million.

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- manufactures wearable and soft   
concealable body armor.  The Company filed for chapter 11
protection on Oct. 17, 2004 (Bankr. W.D. Mich. Case No. 04-12515)
after recalling more than 130,000 vests made wholly of Zylon, but
it did not recall vests made of Zylon blended with other
protective fibers.  Stephen B. Grow, Esq., at Warner Norcross &
Judd, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets and liabilities of $10 million to $50 million.
Daniel F. Gosch, Esq., at Dickinson Wright PLLC, represents the
Official Committee of Unsecured Creditors.


SECOND START: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Second Start Learning Disabilities Programs, Inc.
        dba Pine Hill School
        dba Advent Academy
        1325 Bouret Drive
        San Jose, California 95118

Bankruptcy Case No.: 05-55418

Type of Business: The Debtor runs a private school that
                  provides special education and alternative
                  services to students with a wide range of
                  learning and behavior disabilities.  See
                  http://www.pinehillschool.com/

Chapter 11 Petition Date: August 31, 2005

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Susan B. Luce, Esq.
                  Law Offices of Charles E. Logan
                  95 South Market Street, #660
                  San Jose, California 95113
                  Tel: (408) 995-0256

Total Assets: $770,422

Total Debts:  $1,256,818

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Richard and Betty Stoner      Promissory note           $519,330
P.O. Box 581
Benton, KY 42025

Union School District         Rent payable              $266,153
5175 Union Avenue
San Jose, CA 95124

Henkels & McCoy, Inc.         2004-2005 services         $87,462
2268 Collection Center Drive
Chicago, IL 60693

MACSA                         2004-2005 services         $86,088
                              2005-2006 services

Leigh Avenue Partners LLC                                $58,956

Kerby Construction            Note payable               $42,092

Rohi Alternative Community    2004-2005 services         $38,059
Outreach

Center for Employment         2004-2005 services         $35,684
Training

US Department of HUD          Supportive housing         $18,437
                              program

Catholic Charities AP                                    $13,356

Wells Fargo Leasing           Fire alarm/security         $9,985
                              system

Gary Cary Ware & Freidenrich                              $7,900
LLP

Greg Zieman                   Unpaid vacation             $4,925

LMGW CPA's Inc.                                           $3,625

Wayne Spurlock                Unpaid vacation             $3,279

Ramoz Air                                                 $2,600

Terry Reynolds                Unpaid vacation             $2,590

Gavin Melford                 Unpaid vacation             $2,416

Junior Achievement of         2004-2005 services          $2,300
Silicon Valley

Roderick Chang                Unpaid vacation             $2,191


SGP ACQUISITION: Gets Court Nod to Reject Unexpired Leases
----------------------------------------------------------
SGP Acquisition, LLC, sought and obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to:

   -- reject burdensome unexpired personal property leases; and

   -- establish a noticing procedure that the Debtor will follow
      to reject any remaining agreements.

A list of the rejected personal property leases is available for
free at http://ResearchArchives.com/t/s?148

The Debtor has commenced an orderly wind down of its business and
affairs.  The items provided in the Leases are no longer necessary
to the Debtor's business.  By rejecting the Leases, the Debtor
will eliminate the accrual of further charges that would be
incurred in connection with the Leases.

The Debtor is still analyzing its remaining unexpired executory
contracts and unexpired leases of personal property to determine
its value in the Debtor's assets.  To reduce administrative
expenses and streamline rejection process, the Debtor established
the Rejection Procedure.

Under the Rejection Procedure, rejection will be effected by
notice rather than filing additional motions.  The Notice will
establish a 10-day objection deadline for the proposed rejection
and will be provided to:

   * the Lessor,
   * the U.S. Trustee,
   * counsel to the Debtor's senior secured lender,
   * counsel to the Official Committee of Unsecured Creditors, and
   * all parties that requested notice in the Debtor's case.

If no objections are received, the Remaining Agreements specified
in the Notice are deemed rejected.  The Debtor will also file a
certificate of no objection and submit an order to the Court
approving the rejection.

Headquartered in Greenville, South Carolina, SGP Acquisition, LLC,
-- http://www.slazengergolf.com/-- markets a wide array of   
premium golf apparel, golf balls, and related accessories.  The
Company filed for chapter 11 protection on November 30, 2004
(Bankr. D. Del. Case No. 04-13382).  Frederick B. Rosner, Esq., at
Jaspan Schlesinger Hoffman represent the Debtor.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


SGP ACQUISITION: Resolves Dunlop Settlement Proceeds Allocation
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
SGP Acquisition's settlement agreement with the Official Committee
of Unsecured Creditors, Provident Bank, Kimolos II, L.P., Zapis
Capital and Benesch, Friedlander, Coplan & Aronoff LLP.

The Debtor and the major parties-in-interest negotiated a
supplemental funding and settlement agreement to resolve a dispute
over how to carve up settlement proceeds received from the Dunlop
Slazenger entities.  

The Court approved the settlement with the Dunlop Slazenger
entities on June 27, 2005, where they agreed to:

     i) pay the Debtor's estate $575,000;

    ii) withdraw or not to assert claims in the Debtor's case
        totaling at least $3,546,975; and

   iii) withdraw certain pleadings filed in the Debtor's chapter
        11 cases in exchange for the Debtor's agreement to dismiss
        litigation and reject the other contracts.

The settlement agreement includes:

    1) The first $285,000 of Dunlop Settlement's cash proceeds
       will be paid to the Debtor's estate and used to pay
       administrative expense claim in excess of the professional
       fee carve-outs.  The remaining cash proceeds will be paid
       to the Bank and applied to the Debtor's obligations to the
       Bank;

    2) The Debtor will promptly pay any amounts due for all
       allowed administrative claims for professional fees and
       expenses from:

       a) the professional fee carveouts provided in any
          postpetition financing for the Debtor; and

       b) the $285,000 of cash proceeds of the Dunlop Settlement,
          however, if there are insufficient funds to pay all
          allowed administrative claims in full, Benesch agrees to
          defer payment of it allowed professional fees and
          expenses that remain after the exhaustion of sources
          and to have remaining fees and expenses paid from that
          portion of the Dunlop litigation's proceeds, if any,
          paid to the Debtor's estate;

    3) Kimolos agrees to provide the Debtor's estate with $300,000
       of supplemental, postpetition financing:

       a) The first $65,000 of the Dunlop litigation's proceeds
          after payment of the Kimolos principal and interest will
          be paid to the Debtor's estate, free and clear of liens;

       b) Kimolos or its designee will receive the greater of 75%
          or the Kimolos pro rata share of the next proceeds until
          the obligations of Kimolos under the guarantee of the
          Debtor's prepetition and postpetition obligations to the
          Bank are paid in full.  The Debtor's estate will receive
          the remainder of such next proceeds, free and clear of
          liens; and

       c) Kimolos or its designee will receive 50% of the
          remaining proceeds of the Dunlop litigation.  The
          Debtor's estate will receive the other 50% of the
          remaining proceeds of the Dunlop litigation, free and
          clear of liens;

    4) Kimolos or its designee, the Debtor and the Creditors'
       Committee must agree to any settlement of the Dunlop
       litigation that will provide an aggregate recovery to
       unsecured creditors of less than $1 million.  Kimolos or
       its designee, in its sole discretion, may cause the Debtor
       to enter into settlement that will provide an aggregate
       recovery to unsecured creditors of $1 million or more; and

    5) Zapis and Kimolos, on behalf of themselves and their
       affiliates, hereby subordinates all administrative claims
       against the Debtor's estate to all allowed claims of other
       creditors of the Debtor's estate; provided, however, that
       this subordination will not be deemed a subordination of
       any subrogation claims under the Kimolos guarantee, any
       claims under the supplemental financing or any equity
       interests of Zapis, Kimolos or their affiliates.

Headquartered in Greenville, South Carolina, SGP Acquisition, LLC
-- http://www.slazengergolf.com/-- markets a wide array of   
premium golf apparel, golf balls, and related accessories.  The
Company filed for chapter 11 protection on November 30, 2004
(Bankr. D. Del. Case No. 04-13382).  Frederick B. Rosner, Esq., at
Jaspan Schlesinger Hoffman represent the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $10 million to
$50 million.


STRATUS TECHNOLOGIES: S&P Affirms B Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Maynard, Massachusetts-based Stratus Technologies
Inc., and revised its outlook to stable from negative.  The
outlook revision reflects recent profitability improvements and
stabilized debt-protection measures.
      
"The ratings on Stratus reflect a niche market position in the
highly competitive global server market, which is dominated by
competitors with significantly greater financial resources, lack
of revenue growth and a leveraged financial profile," said
Standard & Poor's credit analyst Martha Toll-Reed.  

These factors partly are offset by a significant base of more
stable and recurring service revenues.  With more than 25 years of
operating history, privately owned Stratus is a provider of fault-
tolerant computers and related services for mission-critical
applications.
     
Stratus' server product sales have been adversely affected by an
ongoing revenue transition from products based on its proprietary
technology platform to industry standard-based "ftServer"
products.  In addition, ftServer product revenue growth has been
somewhat below expectations.  Stratus' strategic intent is to
expand revenues and market share in the higher-growth Windows and
Linux segments of the high-availability server market.  The
current rating reflects S&P's expectation that Stratus will be
challenged to gain significant market share through sustained
product innovation and differentiation.  Stratus had total
revenues of $271.5 million in the fiscal year ended
February 27, 2005.
     
Although revenues in the quarter ended May 2006 were down 3% from
the prior-year period, EBITDA benefited from ongoing cost
reduction efforts.  EBITDA margins (before restructuring charges
and including capitalized operating leases) improved to 21.8% in
the May 2005 quarter, up from 15.6% in the prior year period.  The
current rating incorporates S&P's expectation that Stratus will
maintain annual EBITDA margins in the high-teens.  EBITDA coverage
of interest -- about 2.5x -- should remain adequate for the
rating.
     
Given an outsourced manufacturing model, moderate capital
expenditures, and expectations of sustained profitability, growth
in free operating cash flow depends on growth in revenue.  Total
debt (including capitalized operating leases) to EBITDA of about
4x is adequate for the rating level, given the company's
vulnerable business risk profile.  The company's ability to
generate cash and reduce leverage over the intermediate term will
be dependent upon successful strategic execution.  Acquisitions
are neither expected nor incorporated in the current rating or
outlook.


SUN WORLD: Court Confirms Amended Plan of Reorganization
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, confirmed Sun World International Inc. and its
debtor affiliates' Amended Plan of Reorganization.

                        Terms of the Plan

The Plan provides for the final distribution of the proceeds from
the sale of substantially all of the Debtors' assets in an auction
conducted in January 2005.  The Debtors sold all of their assets
to Sun World International LLC, a wholly owned subsidiary of BDCM
Opportunity Fund, L.P., for cash and credit consideration of
$127.8 million, plus payment and assumption of certain liabilities
totaling an estimated $14 million, including trade claims.  

A Continuing Estate Representative will be tasked to distribute
the Debtors' assets to their creditors.

Holders of Secured Mortgage Notes holding an aggregate
$110,156,000 in claims, will receive a pro rata share of a
$32,089,883 fund.  Pursuant to the Court's order approving the
Sale, Mortgage Noteholders received $78,066,117, which was
distributed after the sale closing.

Holders of general unsecured claims, whose claims amount to
$28.4 million minus the Convenience Claims will receive a pro rata
share of the cash from the general unsecured fund, amounting to
$17,594,000.  Convenience claims are claims amounting not more
than $5,000 each, and whose holder elect to receive half of his or
her claim.

Holders of Convenience Claims will receive half of their claim on
the effective date.

Equity interests are cancelled.

A full-text copy of the Amended Plan of Reorganization is
available for a fee at http://ResearchArchives.com/t/s?146

Sun World International Inc., a leading producer of high value
crops and one of California's largest vertically integrated
agricultural concerns, filed for chapter 11 protection on Jan. 30,
2003 (Bankr. C.D. Calif. Case No. 03-11370).  Mette H. Kurth,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $148,000,000 in total
assets and $158,000,000 in total debts.


SUN WORLD: Cadiz Retains Tax NOLs Use in Court-Approved Settlement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, approved a settlement agreement between Cadiz
Inc., on the one hand, and Cadiz' wholly owned subsidiary Sun
World International, Inc., and three of Sun World's subsidiaries,
on the other hand, on Aug. 26, 2005.

The Settlement Agreement was approved concurrently with the
Court's confirmation of the Debtors' Amended Plan of
Reorganization.

The Settlement Agreement provides that following the effective
date of the Debtors' Plan, Cadiz will retain the right to utilize
the Sun World net operating loss carryovers -- NOLs.  

The Sun World Federal NOLs are expected to aggregate approximately
$56 million.  If, in any year from calendar year 2005 through
calendar year 2011, the utilization of the NOLs results in a
reduction of Cadiz' tax liability for the year, then Cadiz will
pay to the Sun World bankruptcy estate 25% of the amount of the
reduction, and will retain the remaining 75% for its own benefit.  
There is no requirement that Cadiz utilize these NOLs during this
reimbursement period, or provide any reimbursement to the Sun
World bankruptcy estate for any NOLs used by Cadiz after this
reimbursement period expires.

Cadiz will also pay to the Sun World bankruptcy estate $25,000 in
cash.

Sun World International Inc., a leading producer of high value
crops and one of California's largest vertically integrated
agricultural concerns, filed for chapter 11 protection on Jan. 30,
2003 (Bankr. C.D. Calif. Case No. 03-11370).  Mette H. Kurth,
Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $148,000,000 in total
assets and $158,000,000 in total debts.


SYNBIOTICS CORP: Restructures Debt Obligations with Barnes-Jewish
-----------------------------------------------------------------
Synbiotics Corporation (Pink Sheets:SBIO) restructured its
unsecured contractual obligations which arose in conjunction with
the 1998 patent litigation settlement with Barnes-Jewish Hospital,
and also restructured $500,000 of its bank loan.

The unsecured contractual obligations to BJH consisted of:

    * $1,000,000 due in July 2005, and
    * $1,500,000 due in July 2006.

The Company did not make the July 2005 payment when it came due,
and the $1,000,000 obligation began to bear interest at 10.5% per
annum.  The nonpayment also gave BJH the right to terminate the
settlement agreement; if they had done so, the $1,500,000 would
have become immediately due, and the entire $2,500,000 would have
begun bearing interest at 10.5%.  In August 2005, the Company paid
BJH $50,000 of principal in cash against the July 2005 contractual
obligation, leaving a total outstanding principal balance
immediately prior to the restructuring of $2,450,000.

In conjunction with the restructuring, the Company issued an
unsecured promissory note to BJH in the amount of $600,000 for a
portion of the July 2005 contractual obligation, and BJH sold the
remaining July 2005 contractual obligation principal balance of
$350,000 and the $1,500,000 July 2006 contractual obligation to
Remington Capital, LLC.  The Company simultaneously issued an
unsecured promissory note to Remington in the amount of $350,000
in exchange for the transferred $350,000 obligation.  These
transfers were deemed effective as of July 29, 2005, thereby
eliminating any payment default and any accrual of interest at
10.5%.

Pursuant to the BJH Note, the Company made an immediate principal
payment of $100,000 to BJH on Aug. 30, 2005, and the remaining
$500,000 of the BJH Note bears interest at a fixed rate of 6% per
annum, and is payable in blended quarterly installments of
principal and interest, from Oct. 28, 2005, to Jan. 28, 2008, of
$54,000.  The Remington Note bears interest at a fixed rate of 6%
per annum, and is payable in quarterly payments of interest only,
from Oct. 28, 2005, to Jan. 28, 2008, of $5,000, and blended
quarterly installments of principal and interest, from Apr. 28,
2008 to Jan. 28, 2015, of $15,000.  The $1,500,000 July 2006
contractual obligation sold by BJH to Remington remains unchanged
and has a stated due date of July 2006.  However, Remington has
agreed not to receive or demand any payments of principal or to
apply any default interest rate on the July 2006 obligation before
the earlier of Jan. 28, 2008, or when the BJH Note is paid in
full.  The July 2006 contractual obligation bears no interest
before July 2006.

                Jerry Ruyan Succeeds Comerica Bank

On Aug. 30, 2005, in an unrelated transaction, Comerica Bank sold
to Jerry L. Ruyan the remaining $500,000 of principal under a
secured promissory note issued by the Company.  As part of this
transaction, Comerica Bank assigned to Mr. Ruyan its entire
remaining interest in the Credit Agreement and related security
documents pertaining to the Company's bank lending relationship.  
The Company simultaneously restructured this $500,000 obligation
by amending its credit agreement and issuing a revised promissory
note to Mr. Ruyan with a principal amount of $500,000.  The Ruyan
Note bears interest at a fixed rate of 7.25% per annum, and is
payable in blended monthly installments of principal and interest,
from Sept. 1, 2005, to Aug. 1, 2011, of $9,000.  The Ruyan Note is
secured by substantially all of the Company's assets.

Remington is indirectly owned 100% by Jerry L. Ruyan, Thomas A.
Donelan and Christopher P. Hendy.  Redwood is the Company's
controlling shareholder, controlling 48% of the Company's common
stock currently outstanding and 87% of the Company's Series C
preferred stock currently outstanding (which in total represents
58% of the voting power of the Company's currently outstanding
voting securities).  Mr. Donelan and Mr. Hendy constitute two of
the three members of the Company's board of directors.

SYNBIOTICS CORPORATION is a borrower under a Fifth Amended Credit
Agreement entered into on Aug. 30, 2005, with JERRY L. RUYAN of
Cincinnati, Ohio, successor by assignment and assumption of
COMERICA BANK, successor by merger to COMERICA BANK -- CALIFORNIA,
successor in interest to IMPERIAL BANK.  

This assignment excluded certain warrants held by Comerica, and
Term Loan B that was previously assigned by Comerica Bank to
Remington Capital LLC, along with a partial interest in other Loan
Documents.

A full-text copy of the Fifth Amended Credit Agreement and other
Loan Documents is available at no charge at
http://ResearchArchives.com/t/s?13e

                         Going Private

As reported in the Troubled Company Reporter on Apr. 25, 2005, the
Company will seek shareholder approval for Synbiotics to "go
private."  Specifically, Synbiotics is proposing a 1-for-2,000
reverse split of its common stock, with a payment in lieu of
issuing fractional shares, followed by a 2,000-for-1 forward split
of its common stock.  The cash payment in lieu of fractional
shares will be at the rate of $0.13 per pre-reverse split share
traceable to the fractional shares.

Synbiotics Corporation -- http://www.synbiotics.com/-- develops,   
manufactures and markets veterinary diagnostics, instrumentation
and related products for the companion animal, large animal and
poultry markets worldwide.  Headquartered in San Diego,  
California, Synbiotics manufactures and distributes its products
through its operations in San Diego, Calif., and Lyon, France.   

                        *     *     *

                     Going Concern Doubt  

After reviewing Synbiotics Corporation's 2004 financial
statements, LEVITZ, ZACKS & CICERIC, says it has substantial doubt
about the company's ability to continue as a going concern.  The
auditing firm points to the Company's $46,113,000 accumulated
deficit, the fact that $1,000,000 of contractual obligations are
coming due in July and another $1,500,000 contractual obligation,
to the same party, comes due in July 2006.  Synbiotics has told
the auditing firm that it doesn't believe its cash position will
be sufficient to fund its operations and service its debt for the
next twelve months if it also pays the $1,000,000 due in July  
2005.


TELECOM ARGENTINA: Completes Debt Restructuring Process
-------------------------------------------------------
Telecom Argentina S.A. (BASE: TECO2, NYSE: TEO) successfully
completed its debt restructuring process by issuing the new Notes
and paying the cash consideration in exchange for the Outstanding
Debt, in accordance with the terms of the Acuerdo Preventivo
Extrajudicial entered into by Telecom Argentina and its financial
creditors, resulting in the extinguishment of all Outstanding Debt
pursuant to the APE.  The Company also made prepayments on the new
Notes issued pursuant to the APE, further strengthening it post-
restructuring debt profile,.

"We are very pleased to be concluding the debt restructuring
process of Telecom Argentina under an agreement that was endorsed
by almost all of our creditors.  We greatly appreciate the support
received from our creditors throughout the restructuring process.  
With this restructuring and with cash flow generation of the
Company we were able to reduce significantly our level of
indebtedness.  Moreover, we were able to obtain a conservative
profile of maturities and we have considerably improved our credit
ratios.  We believe that the restructuring will give Telecom
Argentina a firm foundation to continue expanding its business in
the Argentine telecommunications market," said Carlos Felices,
Chief Executive Officer of Telecom Argentina.

The Company issued to its creditors the Series A and Series B
Notes on Aug. 31, 2005.  Telecom Argentina also paid its creditors
cash pursuant to the terms of the APE and made certain additional
cash payments under the terms of the new Notes.  As a result of
the payments and prepayments of the new Notes, the principal
amortization payments due up to and including Oct. 15, 2007, have
been prepaid.  These payments and prepayments, which represent
15.2% of the original principal amount of the Series A Notes and
40.0% of the original principal amount of the Series B Notes, have
been allocated among the new Notes in accordance with the
amortization schedule described in the new Notes.

Payments to the holders of new Notes issued in global form were
made through the settlement systems of DTC, Euroclear and
Clearstream, as applicable.  Payments to holders of new Notes
issued in certificated form were made by wire transfer to the
accounts of the respective holders.

Pursuant to the terms of the APE, non-participating creditors are
entitled to receive consideration in the form of Series A Notes
and cash consideration under Option A.  The consideration payable
to such holders has been issued and is available for collection by
the holders, together with the payments made on the Series A Notes
issued to those holders, by following the collection procedures
detailed in the restructuring section of the Company's website.

A summary information regarding the consideration paid by the
Company on the Issuance Date include:

     (i) The Company issued Series A Notes in the following
         currencies and original principal amounts: approximately
         P$26 million (including CER adjustment), approximately
         US$105 million, approximately euro 534 million and
         approximately 12,328 million yen. Additionally, the
         Company paid to creditors who received consideration
         under Option A interest payments for the period Jan. 1,
         2004, through Aug. 31, 2005 (based on the nominal amount
         of Series A Notes) at the following annual rates:

               * 3.23% for Peso Notes,
               * 5.53% for Dollar Notes,
               * 4.83% for Euro Notes, and
               * 1.93% for Yen Notes,

         amounting to a payment of approximately P$1 million,
         US$10 million, euro 43 million and 396 million yen,
         respectively.

    (ii) The Company issued approximately US$999 million of Series
         B Notes under Option B. Additionally, the Company paid
         creditors who received consideration under Option B
         interest for the period Jan. 1, 2004, through Aug. 31,
         2005 (based on the nominal amount of Series B Notes) at
         an annual rate of 9.00%, amounting to a payment of
         approximately US$150 million.

   (iii) The Company paid an aggregate amount equal to
         US$565 million to creditors who selected or were
         allocated into Option C.  Additionally, the Company paid
         creditors who received consideration under Option C
         interest on the Option C for the period Jan. 1, 2004,
         through Aug. 31, 2005 at an annual rate of 2.28%,
         amounting to a payment of approximately US$21 million.

    (iv) The Company made payments of approximately P$4 million,
         US$416 million, euro 81 million and 1,874 million yen
         under the terms of the new Notes issued pursuant to the
         APE consisting of:

            a. The mandatory principal amortization payments
               scheduled for Oct. 15, 2004 and April 15, 2005.

            b. The cash amounts reserved but not applied pursuant
               to Option C under the APE and an additional
               principal prepayment, that will be applied as a
               Note Payment and will cover the principal
               amortization payments under the new Notes up to and
               including Oct. 15, 2007.

The interest and principal amortization payments on the new Notes
were made in the currency in which each Series is denominated
(Pesos, Euros, US Dollars or Yen), except to residents in
Argentina, to whom all payments were made in Argentine pesos, at
the prevailing Foreign Exchange rates as of the Issuance Date.
Payments of Option C cash and interest on Option C cash were made
in US Dollars, except to residents in Argentina, to whom payments
were made in Argentine Pesos at the prevailing Foreign Exchange
rates as of the Issuance Date.

Telecom Argentina -- http://www.telecom.com.ar/-- is a company  
incorporated under the laws of Argentina with its registered
office at Alicia Moreau de Justo 50, Piso 10, C1107AAB, Buenos
Aires, Argentina. Telecom Argentina is one of Argentina's largest
telecommunications operators. It provides local and long-distance
telephony, mobile communications (through its subsidiary Telecom
Personal), data and Internet access services in Argentina. It also
operates a mobile license in Paraguay through one of its
subsidiaries. Telecom Argentina's common stock is listed on the
Buenos Aires Stock Exchange under the ticker "TECO2" and Telecom
Argentina's ADSs are listed on the New York Stock Exchange under
the ticker "TEO".

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 29, 2005, Telecom Argentina S.A. (TECO; D/--/--), an
Argentine-based integrated telecom provider, recently announced
that it is close to concluding the restructuring of its financial
debt under an Acuerdo Preventivo Extrajudicial.  The company
expects to conclude the debt exchange and make the cash payments
according to the new agreement by Aug. 31, 2005.  Cash payments
for about $1.3 billion include the cash option of the APE;
interest accrued between Jan. 1, 2004, and August 31, 2005;
principal maturities up to that time; and principal prepayments
for maturities originally scheduled for October 2005, April and
October 2006, and April and October 2007.  Standard & Poor's
Ratings Services expects to raise its local and foreign currency
long-term corporate credit ratings on TECO to 'B-' from 'D' once
the APE is completed and, since none of the defaulted debt will
remain unpaid, to withdraw its issue ratings on the debt that is
currently in default.


TORCH OFFSHORE: Cal Dive Closes $85 Mil. Asset Purchase Agreement
-----------------------------------------------------------------
Cal Dive International, Inc. (Nasdaq: CDIS) closed an asset
purchase agreement with Torch Offshore, Inc. (OTC Pink Sheets:
TORCQ) following early termination of the second review of the
transaction by the Department of Justice.  Under the terms of the
purchase agreement Cal Dive paid a consideration of $85 million
for:

   -- two shelf pipelay barges;
   -- four shelf diving vessels;
   -- the deepwater pipelay vessel Midnight Express; and
   -- a portable saturation diving system,

together with all equipment, inventory, intellectual property and
other assets related to the operations of the vessels.

"We are very pleased to have concluded this complicated
transaction and are now focused on getting the acquired assets
back to work, especially given the extra demand generated by
Hurricane Katrina," Martin Ferron, President, said.  "We expect
this to happen on a phased basis before the end of the year due to
the need to drydock several of the vessels.  The Midnight Express
will be placed in service this year in its present condition, but
will require significant upgrade work next year to reach its
optimum pipelay capability.  We expect the overall drydocking and
upgrade budget to be around $30 million for all of the assets.

"The deal should be accretive to fourth quarter earnings this year
and we expect the acquired assets to generate between $25 million
to $30 million of operating cash flow on a full year basis."

Cal Dive International, Inc., headquartered in Houston, Texas, is
an energy service company which provides alternate solutions to
the oil and gas industry worldwide for marginal field development,
alternative development plans, field life extension and
abandonment, with service lines including marine diving services,
robotics, well operations, facilities ownership and oil and gas
production.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TOUCH AMERICA: Seeks Declaratory Judgment in Montana Power Spat
---------------------------------------------------------------
Brent C. Williams, the Plan Trustee overseeing the liquidation of
Touch America Holdings, Inc., and its debtor-affiliates' assets
pursuant to their confirmed plan of liquidation, asks the U.S.
Bankruptcy Court for the District of Delaware to enter a
declaratory judgment clarifying the Debtors' rights over claims
filed by certain third parties against Northwestern Corporation
and its subsidiary, Clark Fork and Blackfoot LLC.

               Montana Power Co.'s Restructuring
         
Touch America became a publicly traded holding company following
the merger and share exchange restructuring of Montana Power
Company and its operating subsidiaries that took place on Feb. 13,
2002.  Montana Power was then merged with Touch America's
affiliate to become Montana Power LLC.

Through the merger, Montana Power transferred its rights as a
holding company to Touch America, including the right to recover
any losses that the holding company and its affiliate group
sustained as a result of the restructuring.

On Feb. 15, 2002, Touch America sold Montana Power LLC, to
Northwestern Corporation for $1.1 billion and assumed $488 million
of Montana Power's existing debt.  Subsequent to the sale,
Northwestern renamed Montana Power into Northwestern Energy LLC
and then into Clark Fork and Blackfoot LLC.

Also included in the sale agreement was Touch America's obligation
to indemnify Northwestern and Clark Fork for certain liabilities
that might arise from Montana Power's restructuring and
divestiture of its energy assets on March 28, 2000.

                        Asserted Claims

Some of Montana Power's former shareholders, directors, officers
and various other entities, collectively know as the Montana Power
third parties, have asserted claims against Northwestern and Clark
Fork arising from the March 2000 divestiture.  In response,
Northwestern and Clark Fork have each filed a claim in Touch
America's bankruptcy case for indemnification of the liabilities
pursuant to the Unit Purchase agreement.

The Trustee asks the Bankruptcy Court to declare that:

    1) the Plan Trust owns all of the claims against the MPC third
       parties; and

    2) the Northwestern and Clark Fork indemnity claims are
       subordinated pursuant to section 510(b) of the
       Bankruptcy Code, provided that their defense of the Montana
       Power Third-party claims will continue to be paid by the
       applicable insurance policies in which Touch America
       and its affiliate have an interest.

The Trustee says that the Bankruptcy Court should not resolve the
indemnity claims filed by Northwestern and Clark Fork without
first determining if Touch America owns the related assets.

The Trustee explains that if Touch America is liable for the
asserted liabilities under the Unit Purchase Agreement and if the
Bankruptcy Court allows the claims filed by Northwestern and Clark
Fork, then Touch America is subrogated to Northwestern and Clark
Fork's claims against the MPC third parties because these claims
arise out of the divestiture.  

The Trustee adds that the Northwestern and Clark Fork indemnity
claims must be subordinated pursuant to section 510(b) of the
Bankruptcy Code because it results from a purchase of a security
of Touch America.

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
develops, owns, and operates data transport and Internet services
to commercial customers.  The Company filed for chapter 11
protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Debtors Plan became effective on October 19, 2004.


UNITED AIRLINES: Inks Heavy Maintenance Pact with Ameco Beijing
---------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) and Aircraft
Maintenance and Engineering Corporation (Ameco Beijing) signed a
five-year agreement to conduct airframe heavy maintenance for
United Airlines' Boeing 777 fleet.

Over the next five years, United Airlines' Boeing 777 fleet will
go to Ameco Beijing for heavy maintenance visits.  More than 50
HMV's are planned for the first three years, and as many as 80
will be completed over the contractual period.  Based on this
plan, Ameco Beijing will begin heavy maintenance work on the first
five aircraft nose to tail starting this October.

Glenn Tilton, Chairman, President and CEO of United Airlines, Greg
Hall, SVP Maintenance and Engineering UA, He Li, CEO & General
Manager of Ameco Beijing and Dr. Hans Schmitz, General Manager of
Ameco Beijing attended the signing ceremony held at The Great Wall
Sheraton Hotel on Aug. 30, and signed the contract.  Li Jiaxiang,
General Manager of China National Aviation Holding Company, Ma
Kuiliang, Vice President of Air China, August Henningsen, CEO of
Lufthansa Technik also participated in the event.

"Ameco Beijing shares United's unwavering commitment to quality
and safety," Greg Hall, Senior Vice President of United Services
said.  "Ameco Beijing has state-of-the-art technology and world-
class facilities that will enable United to seamlessly complete
its heavy maintenance visits."

Will Crocker, United Airlines Director of Technical Strategic
Sourcing for Airframe and Aircraft Components added, "The
competitive cost structure, high- quality service and guaranteed
turn-around times provided by Ameco Beijing will help us reach our
cost targets."

"We are excited as this is one of Ameco Beijing's biggest
contracts with a North American customer in our history.  Through
our cooperation with United Airlines, we are obtaining access to
one of the largest and most reputable airlines in the world.  This
proves that Ameco Beijing has the means to join ranks with leaders
in the MRO industry," said He Li, CEO & General Manager of Ameco
Beijing, at the signing ceremony.

Ameco Beijing General Manager Dr. Hans Schmitz added, "Our
collaboration with United Airlines makes us one of the leading
aircraft overhaul providers in the world.  Moreover, this
indicates that Ameco Beijing is taking a successful step into the
North American market."

In order to better service and communicate with customers, Ameco
Beijing will create an IT interface with United Airlines for e-
documents, human resources data, invoicing processes and other
real-time data services.

United Airlines, the principal operating subsidiary of UAL
Corporation, currently operates 455 aircraft, of which 52 are
Boeing 777.

Located at Beijing Capital International Airport, Ameco Beijing --
http://www.ameco.com.cn/-- is a joint venture established in 1989  
between Air China (60%) and Lufthansa German Airlines (40%).  It
provides maintenance, repair and overhaul (MRO) services for
airframe, engines and components of commercial aircraft.  It also
offers services in training, engineering and logistics, as well as
tooling calibration for China's entire aviation industry.

As a member of the LHT global MRO network, and with over 16 years
of service experience, Ameco Beijing sees great growth
opportunities in the North American market through the provision
of value-added services and comprehensive technical solutions.

Ameco Beijing currently has an annual capacity for some 90 heavy
maintenance visits.  The company boasts an on-time delivery rate
of 98% on all heavy maintenance production lines.

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.  


US AIRWAYS: Can Use ATSB's Cash Collateral Until October 25
-----------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Virginia, US Airways, Inc., and its debtor-
affiliates and these ATSB Lender Parties:

   * Govco Incorporated,
   * Citibank, N.A.,
   * AFS Investments XII, Inc., and
   * International Lease Finance Corporation, and
   * Air Transportation and Stabilization Board

agree to modify the Supplemental Cash Collateral Order to allow
the Debtors to use the Lenders' Cash Collateral until the earlier
of:

   -- October 25, 2005, 11:59 p.m. (New York time); or

   -- the effective date of the Debtors' plan of reorganization.

The Debtors covenant with the Lenders to maintain Unrestricted
Cash in amounts:

   (a) measured as of the close of business Friday of each week,
       not less than:

        For the Week Ending      Weekly Minimum Unrestricted Cash
        -------------------      --------------------------------
             08/26/05                      $325,000,000
             09/02/05                      $275,000,000
             09/09/05                      $275,000,000
             09/16/05                      $240,000,000
             09/23/05                      $215,000,000
             09/30/05                      $200,000,000
             10/07/05                      $200,000,000
             10/14/05                      $200,000,000
             10/21/05                      $200,000,000

   (b) measured as of the close of business of each day from and
       after August 18, 2005, through the end of the Supplemental
       Cash Collateral Period, not less than $200,000,000.

The Debtors will provide the Lenders with cash flow forecasts
indicating that the Debtors are reasonably likely to comply with
the minimum Unrestricted Cash requirements for the duration of
the Supplemental Cash Collateral Period.  At no time may the
Debtors have cash or cash equivalents, located in deposit,
investment or other accounts other than the Accounts, in an
amount exceeding the applicable limit:

                                           Permitted Amount
               Period                  (U.S. dollar equivalent)
               ------                  ------------------------
        08/19/05 - 10/01/05                 $25,000,000
        10/02/05 - 10/15/05                 $23,000,000
        10/16/05 through end of
           Supplemental Cash
           Collateral Period                $20,000,000

The Debtors covenant with the Lenders to keep cumulative
Consolidated EBITDAR for each of the four-month rolling periods
not less than:

                                        Minimum Cumulative
               Period                  Consolidated EBITDAR
               ------                  --------------------
        Sept 2004 - Dec. 2004             ($171,400,000)
        Oct. 2004 - Jan. 2005             ($192,700,000)
        Nov. 2004 - Feb. 2005             ($242,900,000)
        Dec. 2004 - Mar. 2005             ($238,500,000)
        Jan. 2005 - Apr. 2005              ($84,700,000)
        Feb. 2005 - May  2005              $103,100,000
        Mar. 2005 - Jun. 2005              $200,000,000
        Apr. 2005 - Jul. 2005              $275,000,000
        May  2005 - Aug. 2005              $250,000,000

The Debtors may not make any Capital Expenditures if all Capital
Expenditures during the four-month rolling period exceed:

                Period                     Maximum CapEx
                ------                     -------------
         09/01/04 - 12/31/04                $25,000,000
         10/01/04 - 01/31/05                $30,000,000
         11/01/04 - 02/28/05                $32,500,000
         12/01/04 - 03/31/05                $32,500,000
         01/01/05 - 04/30/05                $32,500,000
         02/01/05 - 05/31/05                $32,500,000
         03/01/05 - 06/30/05                $32,500,000
         04/01/05 - 07/31/05                $32,500,000
         05/01/05 - 08/31/05                $32,500,000
         06/01/05 - 09/31/05                $32,500,000
         07/01/05 - 10/25/05                $32,500,000

The Debtors will retain approximately 40% of the proceeds from
the sale of certain assets on which the ATSB holds liens.

A full-text copy of the stipulation is available for free at
http://ResearchArchives.com/t/s?147   
   
Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Files Prospectus for New Common Stock Offering
----------------------------------------------------------
US Airways Group, Inc., filed a preliminary prospectus with the
Securities and Exchange Commission relating to its offer to sell
shares of common stock of New US Airways Group.

USAir did not disclose in its amended prospectus dated August 31,
2005, the number of shares of common stock it intends to sell and
when it will issue those shares.

US Airways' President and Chief Executive Officer Bruce R.
Lakefield says the offering will occur after confirmation of
US Airways' and its domestic subsidiaries' Plan of
Reorganization, and the closing of certain contemplated
transactions, including:

   (a) the closing of the merger between US Airways and America
       West Holdings Corporation; and

   (b) the funding of $565 million of new equity investments in
       US Airways following the merger.

Several investors have already provided the $565 million of new
equity investments, Mr. Lakefield says.

The offering will provide up to an additional $150 million of
equity financing, or up to $172.5 million if the underwriters'
overallotment option is exercised in full, excluding the
underwriters' discount.

In addition, the merged company will receive over $700 million of
cash infusions from commercial partners, including approximately:

   * $455 million from an affinity credit card partner and a
     $250 million line of credit to be provided by Airbus; and

   * $100 million from asset-based financings or sales of
     aircraft, net after prepayments of US Airways, Inc.'s loan
     partially guaranteed by the ATSB.

Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as
representative of the underwriters.

Mr. Lakefield notes that the underwriters may purchase additional
shares from US Airways at the public offering price, less the
underwriting discount, within 30 days from the date of the
prospectus, to cover over allotments.

A full-text copy of the amended preliminary prospectus is
available at no charge at http://ResearchArchives.com/t/s?143
   
Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALERO ENERGY: Premcor Acquisition Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch has affirmed and removed from Rating Watch Negative the debt
ratings of Valero Energy Corporation in anticipation of the
company's acquisition of Premcor, Inc.  The Rating Outlook on the
debt of Valero is Stable.  Fitch rates the debt of Valero:

   -- Senior unsecured debt 'BBB-';
   -- Unsecured credit facilities 'BBB-';
   -- Mandatory convertible preferred securities 'BB+'.

With the closing to the transaction, Premcor, currently on Rating
Watch Positive by Fitch, will become a wholly owned subsidiary of
Valero.  Valero will be guaranteeing the senior unsecured debt of
the Premcor Refining Group.  PRG will also be providing an
upstream guarantee to Valero's debt.  PRG is a wholly owned
subsidiary of Premcor.  Port Arthur Finance Company L.P. and the
Port Arthur Coker Company L.P. are wholly owned subsidiaries of
PRG.  Fitch anticipates raising Premcor's ratings:

Premcor Refining Group:

   -- $1 billion secured credit facility withdrawn;
   -- Senior unsecured notes upgraded to 'BBB-' from 'BB';
   -- Senior subordinated notes withdrawn.

Port Arthur Finance Company L.P.:

   -- Senior secured notes upgraded to 'BBB' from 'BB+'.

The Rating Outlook for PRG and PAFC is also expected to be Stable.

Valero is acquiring Premcor Inc. in a transaction valued at more
than $6.5 billion plus the assumption of approximately $1.8
billion in Premcor debt.  Consideration for the equity portion of
the transaction is being financed with cash for 50% of the total
diluted shares of Premcor (fixed at $72.76 per share) and Valero
stock for the remaining outstanding shares of Premcor at an
exchange ratio fixed at 0.99 shares of Valero stock for each share
of Premcor.

The total cash consideration of approximately $3.4 billion, as
well as transaction costs, will be financed through proceeds from
a new term loan and cash on hand from the combined companies,
which totaled $2.4 billion at the end of the second quarter.
Valero does not expect any issues to result from the Federal Trade
Commission review of the transaction.  The closing is expected to
immediately follow the expiration or termination of the Hart-
Scott-Rodino waiting period at midnight of Aug. 31, 2005.

With the acquisition of Premcor, Valero will become the largest
refiner in North America with approximately 2.8 million barrels
per day of crude oil capacity (including the Aruba refinery off
the coast of Venezuela) with a total 18 refineries.  Valero
currently operates 14 facilities with a total of 2.0 mmbpd of
crude capacity, and Premcor adds four refineries with
approximately 800,000 bpd of capacity.  Valero will also have
approximately 1.8 mmbpd of heavy and medium sour crude capacity.  
The company expects to achieve significant synergies through the
combined asset base as well as improving the operations at each of
Premcor's refineries.  Of note is that Premcor's Lima and Memphis
refineries have historically run well below throughput capacity,
and the expansion of the Port Arthur refinery is expected to be
completed in mid-2006.

The rating action also recognizes the continued strong performance
of both companies reflected in the generation of significant free
cash flow in recent quarters.  Refining margins, which have spiked
in recent days due to the impact of hurricane Katrina, are
expected to remain strong and, when combined with the deep
discounts for sour and heavier crudes, could give Valero the
ability to quickly repay the term loan.  Fitch notes that several
factors suggest that run-in margins are sustainable, strong U.S.
and global demand across refined products, heightened concern over
global crude supplies, the lack of new U.S and global refining
capacity, heightened concern over unplanned refining shutdowns,
the substantially stricter sulfur levels on U.S. gasoline, and
diesel in 2006, among others.

Offsetting factors to the ratings include continued concerns with
the significant debt that will remain both on and off Valero's
balance sheet at close.  With the addition of Premcor, Fitch
estimates that balance sheet debt will increase to more than $7.0
billion.  Off balance sheet debt will likely total $4.5 billion
resulting in total adjusted debt of $11.5 billion.  Combined with
the additional debt is the risk to Valero of a drop in refined
product demand, particularly given the run-up in crude and refined
product prices.

While the industry has a history of volatility in margins, there
has yet to be a significant impact reflected in the overall
industry fundamentals.  The transaction valuation also reflects
the significant escalation in refining valuations over the past
several months.  The consideration values Premcor's assets at more
than $11,000 per barrel of operable crude capacity.

For comparison, Premcor acquired the Delaware City refinery in May
2004 for $4,319 per barrel of crude capacity.  The risk applies to
future transactions for Valero as the company is expected to
remain acquisitive.  The sector also remains highly capital
intensive due to the significant investments being made for
ongoing maintenance, the low sulfur fuels, and other regulatory
requirements as well as for strategic investments.  Capital
expenditures for Valero are expected to be more than $3.0 billion
in 2006 and will likely remain high going forward.


VALERO ENERGY: Moody's Confirms Preferred Stock's Ba2 Rating
------------------------------------------------------------
Moody's Investors Service confirmed Valero Energy Corporation's
Baa3 senior unsecured ratings and upgraded The Premcor Refining
Group's senior unsecured notes to Baa3 from Ba3.  The rating
actions end a review initiated on April 25, 2005 following
Valero's announcement regarding its planned acquisition of Premcor
Inc. for approximately $8.7 billion, including assumed debt.  The
transaction, which has been approved by Premcor's shareholders,
remains subject to FTC approval and is expected to close on
September 1, 2005.

Ratings confirmed:

   Valero Energy Corporation's:

      * Baa3 rated senior unsecured notes, debentures, and
     medium-term notes;

      * its Ba1 rated subordinated debentures;

      * its shelf registration for senior unsecured
        debt/subordinated debt/preferred stock rated
        (P)Baa3/(P)Ba1/(P)Ba2; and

      * its Ba2 rated mandatory convertible preferred stock.

Ratings upgraded:

   Premcor Refining Group:

      * senior unsecured notes from Ba3 to Baa3

   Port Arthur Finance Corporation:

      * senior secured notes from Ba3 to Baa3

At the same time, Moody's withdrew Premcor Inc.'s corporate family
(formerly known as Senior Implied) rating and speculative grade
liquidity rating and PRG's senior secured bank facility rating and
senior subordinated note rating.

The purchase consideration will be funded with approximately 50%
cash and 50% Valero stock.  Valero expects to fund the cash
portion (approximately $3.6 billion) with a combination of:

   * cash on hand;

   * $400 million of drawdowns under its $1 billion accounts
     receivables securitization facility;  and

   * a $1.5 billion senior unsecured bank term loan.

At approximately $1,000 per complexity barrel, the transaction
appears fully priced.

Moody's confirmation of Valero's ratings and the stable rating
outlook are based on:

   * economies of scale, diversification and other strategic
     benefits expected to result from the merger;

   * the current robust refining margin environment, which has
     resulted in stronger-than-anticipated cash builds at both
     Valero and Premcor since the announcement of their pending
     merger in April 2005, and which should facilitate planned
     debt reduction;

   * senior management's stated commitment to repay term loan
     outstandings by the end of 2006 and to manage strategic
     capital expenditures and share buybacks within cash flow;

   * through-the-cycle metrics that are consistent with a Baa3
     rating, taking into consideration the size and market
     position of the merged entity; and

   * the upstream/downstream guarantees to be provided at closing.

Above-average distillate margins and wide light/heavy spreads have
generated larger-than expected cash balances at Valero and at
Premcor at August 31, 2005.  As a result, the incremental amount
of balance-sheet debt required to finance the acquisition at
closing is expected to be about the same (approximately $3.0
billion) as the company had originally anticipated despite the
acceleration of the closing date from year-end 2005 to September
1, 2005.  Valero expects incremental balance-sheet debt incurred
in the acquisition to decline to about $2.3 billion by the end of
2005, as compared to management's original estimate of $2.9
billion.  Moody's had stated in its press release of April 25,
2005 that incremental balance-sheet debt in excess of $2.9 billion
at closing could pressure Valero's ratings.

Moody's notes that Valero's commitment to repay the term loan by
the end of 2006 will be critical to maintaining a stable outlook,
as it will demonstrate management's willingness to balance share
repurchases and strategic growth capital spending with debt
repayment, a somewhat more conservative financial strategy than in
the past.  In order to maintain a solid investment-grade rating,
Valero will need to maintain through-the-cycle average retained
cash flow to adjusted debt of at least 25%, excluding the debt of
Valero L.P., a master limited partnership for which Valero is the
general partner (20% including Valero L.P. debt).  The Baa3 rating
assumes Valero will continue to pursue acquisition opportunities.

An over-reliance on debt to fund future acquisitions could
pressure Valero's ratings, unless the company finances a
meaningful amount of the transaction with equity and/or proceeds
from asset sales.  A positive outlook would require a more
conservative fiscal policy, as well as a significantly improved
sustainable financial leverage profile.

The combined entity's pro-forma financial leverage at
September 1, 2005 is expected to be approximately $389 per
complexity barrel (excluding the debt of Valero L.P.).  Moody's
expects adjusted debt per complexity barrel to decline to about
$356 by year-end 2005, but this will still exceed the average for
the company's investment-grade peers.  Nevertheless, the merged
entity's size and diversification (over 3 million barrels per day
of distillation capacity, about $32 billion in pro-forma assets
and 18 refineries) and management's plan to repay the term loan
over the next 16 months help mitigate the combined entity's above-
average leverage.

Valero's Baa3 rating is supported by the benefits of the Premcor
acquisition, including:

   * a significant increase in refining capacity;

   * greater geographic diversification;

   * certain operating synergies;

   * increased exposure to heavy sour crudes (from 24% to 31% of
     total crude slate); and

   * by management's track record with prior acquisitions in
     improving refinery operating performance and realizing
     synergies.

Premcor's Memphis and Lima refineries have suffered from
relatively low utilization rates, and the Delaware City Refinery
has had operating problems.  However, Valero has demonstrated
success in improving the performance of its acquired assets.

On the other hand, the rating also considers Valero's and
Premcor's heavy capital requirements in 2006 and 2007, including
substantial environmental capital expenditures, and the fact that
Valero's estimates for capital required to meet more stringent
diesel sulfur rules have continued to rise.  Nevertheless,
assuming mid-cycle (2000-2004 average) refining margins in 2006
and a downturn (2002 margins) in 2007, Moody's believes the merged
entity will have sufficient flexibility to reduce strategic growth
capital expenditures to avoid further material increases in its
debt obligations.

Premcor Inc. will be merged into Valero and its existence as a
separate entity will cease.  Premcor Inc.'s subsidiaries,
including PRG, will become 100% owned direct and indirect
subsidiaries of Valero Energy.  Valero will guarantee all of the
senior notes of PRG and its affiliates.  At the same time, all of
Valero's senior notes and debentures will be supported by upstream
guarantees from PRG.

Valero Energy Corporation is the largest independent refining and
marketing company in the United States and is headquartered in San
Antonio, Texas.

Premcor Inc. is an independent refining and marketing company
headquartered in Old Greenwich, Connecticut.


VERITAS DGC: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service changed the rating outlook for Veritas
DGC to stable from negative.  The change in outlook follows a
period of sustained favorable trends in Veritas' financial results
and the conclusion of its financial restatement process in June
2005.  Moody's also affirmed Veritas' corporate family rating of
Ba3 and the Ba2 rating assigned to its $55 million senior secured
revolving credit facility maturing in February 2006.

Moody's last affirmed Veritas' ratings in March 2004 in connection
with its announced sale of $155 million senior convertible notes
(not rated) and since that time, the demand for seismic services
has increased significantly with Veritas reporting improved
earnings and cash flow as a result.  Veritas reported total
revenues of $497 million and $428 million for the nine months
ended April 30, 2005 and 2004, respectively.  Comparing the two
year-to-date periods, the mix of revenues has changed with total
contract revenues up 41% and multi-client revenues down 11%.
Multi-client revenues are down in recent periods given the current
strong demand for contract work by oil and gas companies and the
general lumpiness of that business.

Given the change in revenue mix, EBITDA is down slightly even
though contract margins are up because multi-client sales have a
nearly 100% EBITDA margin.  Operating income was $66 million vs.
$21 million for the respective nine-month periods, the increase
due to improved contract margins and lower multi-client
amortization.  Multi-client amortization is down due to:

   * lower multi-client activity;

   * higher late sales of fully amortized multi-client data; and

   * a change in accounting for multi-client amortization
     last year.

Veritas continues to report strong cash flows.  Veritas reported
cash flow from operating activities of $240 million for the nine
months ended April 30, 2005 vs. $152 million for the same period a
year ago, reflecting improved profitability and an improvement in
working capital.  Capital expenditures totaled $121 million
(including $78 million of investments in multi-client data) for
the nine months ended April 30, 2005 vs. $118 million (including
$97 million of investments in multi-client data) for the same
period last year.  Total capital expenditures for fiscal 2005 are
expected to be in the $200 million range (including approximately
$140 million of investments in multi-client data).  With its free
cash flow in recent periods, Veritas has built up a sizable cash
balance of $238 million as of April 30, 2005, which exceeds total
debt outstanding of $155 million.

The change in the outlook to stable from negative was delayed as a
result of the company's financial restatements, which are now
complete.  In September 2004, Veritas found various errors in its
financial statements related to clerical and account
reconciliation errors as well as errors in accounting for certain
customer contracts.  The correction of these errors resulted in a
decrease of reported income of $1.4 million relating to the first
three fiscal quarters of fiscal 2004 and $2.6 million relating to
periods prior to that.  While perhaps material from a technical
standpoint relative to 2004 net income of $5.2 million, these
errors are clearly not material from an analytical standpoint,
especially considering the volatility of the business from period
to period.  Nonetheless, Moody's decided to wait until the
restatement process was complete before changing the outlook
because of the possibility that it could have been more severe or
taken longer than expected.  Also, there was a possibility that
Veritas could have lost access to its credit facility if it did
not meet the extended financial reporting due dates as set forth
in the waivers provided by its lenders.

Veritas' only debt outstanding consists of its $155 million senior
convertible notes due 2024, which are not rated by Moody's.  The
convertible senior notes are unsecured obligations of Veritas and
are convertible under certain circumstances into a combination of
cash and common stock.  One such circumstance is that the notes
could become convertible if the price of Veritas' common stock is
over 120% of the conversion price, which is currently $24.03 (with
120% being $28.84) for 20 trading days in the period of 30 trading
days ending on the last trading day of a fiscal quarter.  This
could occur in the near-term as Veritas' stock price is currently
above $28.84.  If converted, the holder would receive cash equal
to the principal amount of the note and shares of common stock for
the note's conversion value in excess of the principal amount.  
The conversion value is equal to the current stock price times the
conversion ratio of 41.6146.  For example, if the notes became
convertible and all holders chose to convert at a stock price of
$32, Veritas would pay the principal amount of $155 million in
cash and issue 1.6 million shares of common stock.  Even if
conversion were to occur, which is not likely because the notes
currently trade well above the conversion value, Veritas has
sufficient cash on hand to pay off the entire principal amount.

Veritas' ratings are supported by its solid market position as one
of four major international providers of seismic services and its
financial discipline that recognizes the cyclical, technological,
and investment risks of the business.  Veritas has historically
generated consistent cash flow from operations, operated with low
to moderate book leverage, and maintained ample liquidity.  Though
reported debt levels are low (24% debt-to-capitalization as of
April 30, 2005), Moody's notes that Veritas charters five of its
six seismic vessels.

Veritas' ratings are constrained by its relatively small size and
concentration in seismic services, a highly cyclical and
competitive business.  Moody's notes that Veritas is more focused
strategically on multi-client work than other seismic companies.
Veritas has indicated that it plans to use approximately 50% of
its seismic vessel capacity for multi-client work as compared to
approximately 20% across the industry.  While the multi-client
business model potentially offers higher returns than one based
more heavily on contract work, Moody's notes that multi-client
investments involve somewhat higher risks including the
possibility of gathering data in areas that ultimately might not
be of interest to oil and gas companies.  Veritas manages this
risk by carefully selecting areas in which to shoot new multi-
client surveys and obtaining pre-funding for many of its surveys,
targeting an aggregate pre-funding level of 50%.

Veritas' outlook could move to positive if the company continues
to perform well operationally and financially over next year.  
Also key to achieving a positive outlook or upgrade would be
greater clarity about company's financial policies, including uses
of excess cash and targeted capital structure, and the longer-term
outlook for the multi-client side of the business.

Veritas DGC Inc. is headquartered in Houston, Texas.


VIA NET.WORKS: Selling All Assets to Interoute for $18.1 Million
----------------------------------------------------------------
VIA NET.WORKS, Inc. (Euronext: VNWI) (OTC: VNWI.PK) entered into
definitive agreements for the sale of all the company's operations
to Interoute, a privately-held voice and data network provider,
for a purchase price of $18.1 million in cash, subject to
reduction.  Under the agreements concluded on Aug. 26, Interoute
will also provide a bridge loan facility to the company of up to
$7.2 million through the close of the transaction.

Key terms of the transaction include:

   -- Interoute will acquire the company's PSINet Europe
      operations in Germany, France, Belgium, Switzerland and The
      Netherlands, and its VIA NET.WORKS operations in Spain,
      France and Germany for $18.1 million in cash at closing.  
      The sale will include certain assets and liabilities
      pertaining to VIA's centralized back-office financial,
      network management and technical support systems held by the
      group parent VIA NET.WORKS, Inc.  VIA will remain
      responsible for its corporate headquarters staff, other than
      those employees offered employment by Interoute, and all
      liabilities and expenses of the group parent.  The sale is
      subject to approval by VIA's shareholders.

   -- VIA and Interoute have entered into a management services
      agreement under which Interoute will consult with VIA on
      opportunities for integration of the businesses to be
      acquired into Interoute's operations and to provide advice
      and assistance in relation to VIA's commercial activities.

   -- Interoute has committed to provide a $7.2 million secured
      bridge financing facility, of which $2.2 million will be
      used to fund VIA's subsidiary company operations and
      $5 million will be used to provide VIA funds to pay the
      corporate operating costs and certain accrued liabilities.  
      At closing, the purchase price of the transaction would be
      reduced by the amount the VIA has drawn down on the
      $5 million facility only.

   -- Interoute has invested $2.8 million in preferred and common
      stock of the company.  Interoute also received shares of
      common stock of the company in lieu of cash as a pre-paid
      fee for the management services it will provide and as a
      loan commitment fee.  As a result of these issuances,
      Interoute now holds approximately 46% of the voting
      interests of the company, comprised of 5,454,545 shares of a
      newly authorized class of preferred stock of the company
      designated Series A Convertible Preferred Stock, and
      35,810,811 shares of common stock, or approximately 33% of
      the common stock of the company after issuance of the
      shares.

VIA will use approximately $1.9 million of the funds received for
Interoute's stock investment to retire the company's EUR6 million
debt to Sorbie Europe B.V. in accordance with the agreement
reached with Sorbie in June of this year and the balance of these
funds will be used to pay the company's obligation to the
employees it terminated earlier this summer.

"VIA is pleased to enter into this transaction with Interoute,"
Ray Walsh, VIA's chief executive officer, said.  "Given the
difficult financial circumstances we have endured over the last
nine months, this transaction provides us with the opportunity to
make all our creditors whole and place our business and employees
in the hands of a credible and financially strong industry player.  
In Interoute, we believe we have found the right partner to take
the business forward.  We look forward to a successful closing."

James Kinsella, Interoute's executive chairman commented,
"Interoute is enthusiastic about the prospects for this
transaction.  Given the period of turbulence that many customers
have experienced, Interoute is now able to offer long-term
stability and a portfolio of Next Generation Services to help
deliver demonstrable market advantage."

The executed agreements are subject to various conditions to
closing, including the absence of a material adverse change in
VIA's business through the date of closing.  The parties expect
that closing will occur in early November.  On completion of the
proposed sale to Interoute, VIA expects to initiate a process to
wind up, pay off its liabilities and other amounts owed and
distribute remaining funds to its shareholders.  Further financial
details, including pro forma estimates of amounts expected to be
distributed to shareholders after payment of liabilities and
expenses, will be provided in VIA's proxy statement to its
shareholders.

                 Claranet Claims Settlement

Also, VIA reached agreement and settlement of all claims with
Claranet Group Limited regarding the termination of the April 30,
2005, and July 12, 2005, agreements of Claranet to acquire VIA's
operations.  Under the settlement, Claranet will pay VIA the sum
of $800,000, to be paid in two installments, less deductions for
certain operational expenses incurred by Claranet on VIA's behalf.  
In addition, the parties have mutually released each other
generally from all claims relating to the transactions.

Interoute -- http://www.interoute.com/-- owns and operates  
Europe's most advanced and densely connected voice and data
network. It delivers intelligent, customer-controlled network
services to a diverse range of businesses including carriers,
mobile operators, service providers, enterprise customers and
government departments.  Unencumbered by debt, and with
established operations throughout mainland Europe and North
America, Interoute also owns and operates dense city networks
throughout Europe's major business centres.

VIA NET.WORKS, Inc. (Euronext: VNWI) (OTC: VNWI.PK) --
http://www.vianetworks.com/-- provides business communication  
solutions to small- and medium-sized businesses in Europe. Through
its VIA NET.WORKS and PSINet Europe brands it offers a
comprehensive portfolio of business communications services,
including hosting, security, connectivity, networks, voice and
professional services.

At June 30, 2005, VIA NET.WORKS' balance sheet showed a $874,000
stockholders' deficit, compared to $32,605,000 of positive equity
at Dec. 31, 2004.


VITRO S.A.: Poor Credit Protection Prompts Fitch to Junk Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative the international and national scale ratings of Vitro,
S.A. de C.V. and subsidiaries:

   Vitro S.A. de C.V.

     -- Senior unsecured local and foreign currency ratings to
        'CCC' from 'B';

     -- US$225 million 11 3/4% notes due 2013 to 'CCC' from 'B-';

     -- National short-term to 'F3 (mex)' from 'F2 (mex)';

     -- National long-term to 'BB (mex)' from 'BBB (mex)'.

  SOFIVSA (VICAP)

     -- US$250 million (US$18 million outstanding) 11 3/8% notes  
        due 2007 to 'CCC' from 'B-'.

  Vitro Envases Norteamerica, S.A. de C.V. (Vena)

     -- US$250 million 10 3/4% due 2011 senior guaranteed notes to
        'B-' from 'B+'.

The Rating Outlook for the Vena bonds is Stable.

The rating actions reflect the company's lack of ability to
strengthen credit protection measures, which have continued to
deteriorate as a result of profitability pressures and high
leverage.  Operating margins remain pressured by increased levels
of competition in the domestic market and higher than expected
energy and packaging costs, which the company has not been able to
pass on to its customers.  The EBITDA margin for the first six
months of 2005 declined to 14.6% from 16.4% during 2004.  The
operating environment is expected to remain extremely challenging
due to persistently high-energy costs and recently announced
capacity increases in Mexico from competitors.

Higher refinancing risk and the excessive concentration of debt at
the holding company level have increased probability of default
particularly at the holding level.  The new rating of 'CCC' for
the senior unsecured obligations of Vitro S.A. de C.V. reflect
that the capacity for meeting financial commitments is solely
reliant on sustained, favorable business and financial conditions,
including the reduction of debt.

The company has made, and continues to make, efforts to divest
assets and non-core operations to ensure timely payment of its
debt commitments.  Notwithstanding, leverage has remained high
following these asset sales.  In addition, Vitro has increasingly
relied on secured debt borrowing at the operating company level,
particularly at the glass containers business, which further
reduces financial flexibility and adds to structural subordination
at the holding company level.  Free cash flow generation over the
next several months will continue to be pressured by upcoming debt
maturities totaling approximately US$395 million for the next 12
months and $700 million over the next 24 months.  For the 12
months ended June 30, 2005, the ratio of total debt to EBITDA
reached 4.1 times (x) and the ratio of EBITDA to interest expense
was 1.7x.

On July 27, 2005, Vitro announced that it began negotiations with
its partner Libby Inc.  for the sale of the company's 51% stake in
Vitrocrisa, the glassware business.  Fitch believes that the
completion of this transaction will secure liquidity to meet the
company's short-term debt obligations, but that its effect on
Vitro's financial structure and debt leverage will be limited.  
Vitro has publicly announced that its primary goal is the
reduction of debt at a consolidated level and, importantly, at the
holding company level.  It recently engaged Credit Suisse First
Boston to complete a strategic review of refinancing alternatives,
which it expects to present to the market within a period of three
to six months.

Vitro is the leading producer of flat glass, glass containers and
glassware in Mexico.  The company exports products to more than 70
countries, and serves the construction, automotive, beverage,
retail, and service industries.  Vitro's revenue base is
diversified among its main divisions: flat glass (48%), glass
containers (40%), and glassware (10%).  In 2004, the company had
sales of $2.3 billion, EBITDA of $353 million, exports of $637
million, and foreign sales by subsidiaries of $642 million.

Vitro's securities are traded in the United States and are
registered in the Securities and Exchange Commission.  
SEC filings on the company are available for free at
http://researcharchives.com/t/s?144


WASHINGTON MUTUAL: Fitch Affirms Low-B Rating on Six Cert. Classes
------------------------------------------------------------------
Fitch Ratings has taken actions on Washington Mutual Asset
Securities Corporation commercial mortgage pass-through
certificates, series 2003-C1.

Fitch upgrades these classes:

     --$11.4 million class B to 'AAA' from 'AA';
     --$2.9 million class C to 'AA' from 'AA-';
     --$12.9 million class D to 'A+' from 'A';
     --$2.9 million class E to 'A' from 'A-';
     --$4.3 million class F to 'A-' from 'BBB+';
     --$5.7 million class G to 'BBB+' from 'BBB';
     --$2.9 million class H to 'BBB' from 'BBB-';

In addition, Fitch affirms these classes:

     --$391.4 million class A at 'AAA';
     --Interest-only class X-1 at 'AAA';
     --$5.7 million class J at 'BB+';
     --$4.3 million class K at 'BB';
     --$1.4 million class L at 'BB-';
     --$2.9 million class M at 'B+';
     --$2.9 million class N at 'B';
     --$1.4 million class O at 'B-'.

Fitch does not rate the $5.7 million class P certificates.

The upgrade reflects the increased subordination due to scheduled
amortization and paydown.  As of the August 2005 distribution
date, the pool's aggregate certificate balance has decreased 19.8%
to $458.6 million from $526.1 million at issuance.  Thirty-nine
loans of the original 216 loans have paid in full.

There are no delinquent or specially serviced loans.  The
accelerated paydown demonstrated by this transaction is due to the
pool's composition of well-seasoned loans. Real estate collateral
in the pool is considered strong, as most properties are located
within in-fill locations.  The pool also has shorter weighted
average remaining amortization schedules than typical conduit
transactions.


WORLDCOM INC: Wants Court to Nix Max Ediger's $10 Million Claim
---------------------------------------------------------------
G. Max Ediger established MaxCom, Inc., a telecommunications
company focused on reselling long distance service, in 1989.  When
MaxCom branched out, it was one of the first companies to
challenge the incumbent regional bell operating company,
Southwestern Bell, in the provision of local telephone service in
Kansas City, Missouri.

In 1997, MaxCom entered into a Resale Agreement with Brooks Fiber
Properties, Inc., for and on behalf of its operating subsidiaries,
pursuant to which:

   * MaxCom was permitted to purchase and resell certain Brooks
     Fiber local telecommunications services within an
     authorized territory, including Kansas City;

   * MaxCom was obligated to make certain minimum quarterly
     payments to Brooks Fiber and to provide Brooks Fiber with
     forecasts of quarterly sales objectives;

   * MaxCom was prohibited from assigning its rights or
     delegating its duties under the Agreement without Brooks
     Fiber's prior written consent; and

   * Nothing was construed to create any rights enforceable by or
     on behalf of any third party -- the "No Third Party
     Beneficiaries" provision.

Mr. Ediger signed the Resale Agreement as president of MaxCom.  
He was not personally a party to the Agreement.

Timothy W. Walsh, Esq., at DLA Piper Rudnick Gray Cary US, LLP, in
New York, relates that in 1998, WorldCom acquired Brooks Fiber and
began providing services to MaxCom under the Agreement.

However, MaxCom encountered substantial difficulties in its new
entry into the local phone business in Kansas City.  MaxCom
unilaterally suspended orders to WorldCom in August 1998.  Mr.
Walsh tells the Court that MaxCom did not provide notice of
default or terminate the Agreement and WorldCom continued to
service existing accounts and to bill MaxCom for those services.

                        The Omniplex Deal

The Resale Agreement had an initial term of five years, ending on
August 4, 2002.  In early September 2000, MaxCom became a wholly
owned subsidiary of Omniplex Communications Group.  The merger
occurred at the same time WorldCom was attempting to collect funds
on past due MaxCom accounts.

Just before the Omniplex acquisition, Mr. Ediger executed a
purported assignment on MaxCom's behalf, in which he attempted to
assign to himself any claim MaxCom has or may have against any
person or entity with regards to the WorldCom contract.

According to Mr. Ediger, MaxCom's ongoing obligations under the
Resale Agreement became Omniplex's responsibility after the
Assignment.  WorldCom, Inc. and its debtor-affiliates disclose
that Mr. Ediger did not pay any consideration to MaxCom in
exchange for the Assignment.

                          Ediger's Claim

In January 2003, Mr. Ediger filed Claim No. 24825 for more than
$10 million plus attorneys' fees, costs and interest yet to be
determined.  The Claim is based on a breach of contract lawsuit
Mr. Ediger filed against WorldCom and Brooks Fiber in a Missouri
state court on March 20, 2002.  Mr. Ediger alleged that WorldCom
and Brooks Fiber breached the Resale Agreement by failing to
process orders promptly or provide reasonable technical and
service support.

Mr. Ediger asserted that he is entitled to pursue his claim
pursuant to the purported Assignment from MaxCom.  Mr. Walsh
argues that the Assignment is invalid for these reasons:

   (a) MaxCom did not request or obtain WorldCom's consent, as
       required under the Resale Agreement, before granting the
       purported Assignment;

   (b) As of the date of the Assignment, MaxCom still owed
       contractual obligations to WorldCom, including overdue
       accounts, minimum quarterly payments and forecasts of
       quarterly sales objectives for the remaining years; and

   (c) The Assignment is void under the champerty doctrine.  The
       champerty doctrine is particularly focused on agreements
       in which "a person who has no interest in the suit of
       another undertakes to maintain or support it at his own
       expense in exchange for part of the litigated matter in
       the event of a successful conclusion of the cause."

       Mr. Walsh points out that Mr. Ediger was not a party to
       the Resale Agreement, he is personally financing the
       litigation and he stands to receive any award in the event
       of a successful conclusion of the case.

Mr. Ediger seeks damages arising almost entirely out of claims for
lost revenue or lost profits.  Mr. Walsh argues that the Resale
Agreement precludes liability for special, indirect, incidental,
exemplary, punitive or consequential damages, including loss of
revenues or profits.

Furthermore, Missouri law restricts recovery of lost profits and
revenues, Mr. Walsh contends.  The general rule under Missouri law
is that "anticipated profits of a commercial business are too
remote and speculative to warrant recovery.  They can only be
recovered when 'they are made reasonably certain by proof of
actual facts, with present data for a rational estimate of their
amount.'"

Accordingly, the Debtors ask the Court to:

   (a) dismiss Mr. Ediger's Claim due to lack of standing; or

   (b) in the alternative, dismiss Mr. Ediger's Claim for lost
       profits, lost revenues or any other type of "special,
       indirect, incidental, exemplary, punitive or consequential
       damages" prohibited by the Resale Agreement and limit any
       recovery to credits in accordance with the Resale
       Agreement.

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


WORLDGATE COMMS: Shareholder Deficit Narrows in First Quarter
-------------------------------------------------------------
Grant Thornton LLP, expressed substantial doubt about WorldGate
Communications, Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Dec. 31, 2004.  The auditing firm pointed to the
Company's recurring losses from operations and a $220 million net
accumulated deficit.  At Dec. 31, 2004, WorldGate's balance sheet
showed $13,822,000 in total assets and a $5,572,000 stockholders'
deficit.  

A full-text copy of WorldGate's amended Form 10-K for the year
ending Dec. 31, 2004, filed on Aug. 30, 2005, is available at no
charge at http://ResearchArchives.com/t/s?141

                      First Quarter Profits

WorldGate Communications, Inc., also delivered an amended
quarterly report on Form 10-Q for the quarter ending March 31,
2005, to the Securities and Exchange Commission on Aug. 30, 2005.  

The Amended Form 10-Q reports a $2.6 million loss from continuing
operations.  Net income for the quarter totals $2.1 million after
recording a $5.2 million "change in fair value of warrants and
conversion options."  

At March 31, 2005, the Company's balance sheet shows $12,028,000
in total assets and a $1,910,000 stockholders' deficit.  

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?142

                      Second Quarter Results

In the Second Quarter, ending June 30, 2005, WorldGate reports
$1.4 million in net revenues, a $2.9 million loss from operations,
a $2.4 million change in fair value of warrants and conversion
options, and a $505,000 net loss.  The June 30, 2005, balance
sheet shows $11.7 million in assets and $2.5 million in positive
shareholder equity.

A full-text copy of the second quarter regulatory filing is
available at no charge at http://ResearchArchives.com/t/s?149

WorldGate Communications, Inc. -- http://www.wgate.com/-- is in    
the business of developing, manufacturing and distributing video  
phones for personal and business use, to be marketed with the Ojo  
brand name.  The Ojo video phone is designed to conform with  
industry standard protocols, and utilizes proprietary enhancements  
to the latest technology for voice and video compression to  
deliver quality, real-time video images that are synchronized with  
the accompanying sounds.  Ojo video phones are designed to operate  
on the high-speed data infrastructures of cable and DSL providers.   
WorldGate has applied for patent protection for its unique  
technology and techno-futuristic design that contribute to the  
functionality and consumer appeal offered by the Ojo video phone.   
WorldGate believes that this unique combination of design,  
technology and availability of broadband networks allow for real-
life video communication experiences that were not economically or  
technically viable a short time ago.


* Encore Capital Group Acquires Ascension Capital Group
-------------------------------------------------------
Encore Capital Group, Inc. (Nasdaq: ECPG), a leading accounts
receivable management firm, disclosed the acquisition of Ascension
Capital Group, Ltd., a leading provider of bankruptcy services to
the finance industry, for a combination of $17.8 million in cash,
$4.0 million in common stock and assumption of approximately
$450,000 in debt.

Based in Arlington, Texas, Ascension Capital Group serves as the
outsourced manager of secured bankrupt accounts for many of the
nation's leading lenders.  Their services include, among others,
negotiating consumer bankruptcy plans; monitoring and managing the
consumer's compliance with bankruptcy plans; and recommending
courses of action to clients when there is a deviation from a
bankruptcy plan.

In 2004, Ascension Capital Group generated revenue of
$12.3 million and cash flow from operations of $2.2 million.  
In 2005, Ascension Capital Group is expected to generate revenue
of approximately $14.2 million and cash flow from operations of
$3.8 million.

"The acquisition of Ascension is a key step in our long-term
strategy to diversify into complementary businesses within the
consumer debt recovery industry," said Carl C. Gregory, III, Vice
Chairman and CEO of Encore Capital Group.  "The secured bankruptcy
services market is extremely attractive as it is experiencing
significant growth, yields higher margins than traditional
contingency debt collection businesses, and has a built in
'barrier to entry' due to high start-up costs coupled with the
specialized bankruptcy technology required to maximize client
recovery potential.  Ascension's ability to use this specialized
bankruptcy technology engenders strong customer loyalty due to the
enhancement of its clients' bankruptcy recoveries.  Through this
transaction, we have taken a leadership position in an area of
consumer debt recovery that is just beginning to emerge, and in
the process, significantly enhanced our ability to generate
profitable growth in the years ahead."

"Ascension Capital Group has generated significant growth in
monthly bankruptcy placements over the past four years and has an
excellent pipeline of potential new customers that we believe can
sustain the strong growth rate in their business," said Brandon
Black, President and COO of Encore Capital Group.  "We believe
significant synergies exist between our two companies that will
have a positive impact on the growth of both the bankruptcy
services business and our traditional collection business.  We are
particularly impressed with the robust intellectual property that
Ascension Capital Group has developed that allows the company to
automate much of its bankruptcy administration procedures.  This
system, along with the company's unparalleled understanding of the
bankruptcy process and its team of talented and experienced
bankruptcy specialists, systems technicians, analysts and client
services personnel, has helped them generate a recovery rate for
its clients that substantially outperforms the industry average.  
This presents a compelling value proposition that we believe will
help attract additional lenders to outsource their bankruptcy
functions to Ascension Capital Group in the future."

Key benefits of this transaction include:

   -- The addition of a growing, profitable revenue stream that
      increases the diversification of Encore Capital's business
      mix.

   -- Immediate accretion to cash flow from operations.  Due to
      amortization of intangible assets resulting from the
      acquisition, the transaction is not expected to have a
      material impact on EPS during the first year of operations,
      although this estimate is subject to the final valuation and
      allocation of the purchase price.

   -- A leadership position in the attractive bankruptcy services
      market that has significant untapped opportunities.  Encore
      Capital estimates that only a small percentage of lenders
      currently outsource their bankruptcy administration process.

   -- Strong cross-selling opportunities resulting from the sale
      of auto bankruptcy account services to Encore's existing
      relationships in the auto space, the sale of bankruptcy
      services for other asset classes to Encore's other core
      relationships, and new opportunities for Encore to purchase
      charged-off accounts from Ascension Capital Group's clients.

Erich M. Ramsey, Ascension Capital Group's founder and Chief
Executive Officer, and other members of Ascension Capital Group's
senior management team have signed employment agreements with
Encore Capital Group.

"Encore Capital is a great cultural fit for our company, as it
shares our entrepreneurial spirit and commitment to innovation,"
said Mr. Ramsey.  "We are extremely proud of the reputation we
have built in the bankruptcy services industry, and we believe the
resources and relationships that Encore Capital can provide will
help us to fully capitalize on the significant growth
opportunities available to us."

Encore Capital Group, Inc. -- http://www.encorecapitalgroup.com/-
- is a systems-driven purchaser and manager of charged-off
consumer receivables portfolios.

Ascension Capital Group LP --
http://www.ascensioncapitalgroup.com/-- is the leading provider  
of bankruptcy services to the finance industry.


* BOOK REVIEW: Comprehensive Emergency Mental Health Care
---------------------------------------------------------
Author:     Joseph J. Zealberg, M.D., and Alberto B. Santos, M.D.,
            with Jackie A. Puckett. L.M.S.W.
Publisher:  Beard Books
Paperback:  308 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982013/internetbankrupt

The authors don't miss a thing in their manual on modern-day
emergency mental health care.  They provide a well-organized,
detailed handbook on the "field of emergency psychiatry [which] is
truly in its infancy."  Subjects range from an overview of the
structure of an emergency mental-health program to its treatment
of different types of patients, from regular ongoing operations to
participating in disaster relief, from administration and staffing
to community relations.  Zealberg and Santos have medical degrees
in psychiatry and have worked in the areas of the private sector,
government, and education.  Puckett has a degree in Social Work.
All three are from the U. S. Southeast.
     
Emergency psychiatry has become such an important issue for
health-care professionals because budget restraints in the field
have led to a greater emphasis on "alternatives to costly
hospitalization of patients."  Yet this growing importance of
emergency mental-health care in the general field of medical care
has not resulted in related guidance and training in upgrading
emergency mental-health facilities, personnel, and operations.
This "Comprehensive Emergency Mental Health Care" is a timely,
authoritative manual for needed improvements in this area by
authors who are leaders in the field.
     
The title of Part Two, "Nuts and Bolts of Program Operation,"
conveys the authors' approach throughout the book.  In the seven
sections of this chapter, considerations about the space and
equipment for an effective emergency health-care operation to
legal and ethical issues involved in such care are covered.  Three
of the sections are put in terms of protocols for different
aspects of emergency health care.  This approach takes into
account the professionalism called for in such health care with
the importance of awareness of the legal and ethical issues
entailed in it.  The protocols deal with field work, collaboration
with the police, and the organization and interaction of personnel
in a mental-health care emergency room.
     
The treatment of the protocols regarding field work begins with
"Goals of a Mobile Visit."  Among these are "to assist and respond
to the patient's immediate dilemma" and "to provide support and
structure in an unstable situation."  This is obviously a
challenge to emergency mental-health personnel who are probably at
first unsure of a patient's particular mental problem and are
trying to get control of a rapidly changing, potentially dangerous
situation which could bring harm to themselves, the patient, or
others.  Factors that have to be kept in mind in accomplishing the
four primary goals listed are the mission of the mobile crisis
program; educational, research, and clinical components of the
program; and state government policies and procedures.  This work
is invaluable in educating and devising training for personnel
whose responses require considerations ranging from immediate
treatment and gathering information for the emergency-care unit to
government regulations and liabilities.  The authors go into depth
on observing the primary protocols by taking the reader through
each of the stages of a typical response.  The response is broken
down into three main stages--before, during, and after the mobile
visit.  The "Before" stage involves assessing the crucial question
of whether a mobile response is appropriate; and if so, finding
out as much as possible about the situation quickly and
accurately.  The "After" stage includes proper follow-up.
          
The protocols of the chapter on field work center on meeting the
goals of a "mobile visit" beginning with the initial phone contact
coming in to the emergency center.  Arrival at the scene calling
for emergency care, danger signs of a patient requiring care, and
awareness of cultural elements are among the topics dealt with
keeping in mind the safety of the emergency-care workers and the
needs of the patient.  In the treatment of this topic, "Tips on
Interviewing" are provided.  Also noted is the section in another
chapter on "The Telephone Encounter."  As mentioned at the start,
the authors don't miss a thing.
     
The handbook ends with the chapter "Crash Course in Medical
Psychiatry for the Nonphysician."  Here the authors introduce
readers to the brain and nervous system, the physiological aspect
of mental disorders.  They also go over in considerable depth for
the lay reader the Diagnostic and Statistical Manual of Mental
Disorders from the American Psychiatric Association used to
classify various mental and personality disorders and guide
treatment of them.  With the important place of drugs these days
in treatment of mental troubles, in this last chapter the authors
also provide an overview of "psychopharmacological treatment" of
them.  Although the nonphysician of course cannot administer
drugs, this chapter is relevant to emergency mental-health workers
for understanding and recognizing the effects--i. e., symptoms--of
a patient's taking of or failure to take prescribed medications
for a mental condition.
     
The emergency response is a main focus of the book.  But as anyone
in health-care knows, such response is the tip of the iceberg.
Thus, the subjects include others figuring into this growing area
of health care.  Different sections apply to workers at different
levels and in different operations of an emergency health-care
unit besides those connected directly to the response.  The
straightforward table of contents and headings of sections within
the chapters along with the detailed--twelve pages of close-
spaced, relatively small type--index enables the varied personnel
of a unit to readily find material of interest and relevance to
their particular role.  Such material could be principles, tasks,
and techniques of fundamental and ongoing operations.  And the
handbook also has use as a quick reference to prepare for any kind
of emergency situation that arises.  In one Part, the authors
outline emergency care for different types of patients; among
these adolescents, the homeless, V.I.P. patients, and suicidal or
violent individuals.  Using the emergency situations arising from
devastating hurricanes in South Carolina and Florida in the early
1990s as test cases, the authors relate typically relevant,
detailed, and experienced guidance for emergence mental-health
responses to natural disasters.  This section also has relevance
for response to terrorist attacks which could happen in the
future.
     
The authors note that they wrote this book because "much of the
literature in emergency psychiatry is dated...and often poorly
controlled."  "Comprehensive Emergency Mental Health Care"
succeeds in making available to emergency health-care
professionals an authoritative text and handbook that is up-to-
date and usefully organized.

                          *********

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 ***