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

        Wednesday, September 7, 2005, Vol. 9, No. 212

                          Headlines

AAVID THERMAL: Names Michael Flanders as COO for Thermalloy Unit
ACCEPTANCE INSURANCE: Has Until Jan. 9 to File Chapter 11 Plan
ADELPHIA COMMS: Noteholders Want Arahova Panel's Request Denied
AGILYSYS INC: S&P Revises Outlook on Low-B Rating to Positive
AMACORE GROUP: June 30 Balance Sheet Upside-Down by $1 Million

AMERICAN BUSINESS: Court Approves Clearwing Settlement Agreement
AMERICAN BUSINESS: Crusader Wants to Foreclose on Properties
AMERICAN BUSINESS: Court Lifts Stay to Allow Knosp's Federal Suit
AMERICAN WOOD: Files Chapter 11 Plan Calling for Full Payment
ARLINGTON HOSPITALITY: Wants to Adopt Employee Retention Plan

ARLINGTON HOSPITALITY: Taps CFC Transactions as Real Estate Broker
ASARCO LLC: Gets Court Nod on 2005 Environmental Clean-Up Budget
ASARCO LLC: Wants to Assume Smithco Enterprises Agreement
ATA AIR: Wants to Auction Ambassadair & Amber Assets on Sept. 28
ATA AIRLINES: Court Extends Lease Decision Period Until Dec. 27

AWAD AHMED: Case Summary & 3 Largest Unsecured Creditors
BOWNE & CO: Closes Global Solutions Sale to Lionbridge for $130M+
BRICE ROAD: Case Summary & 20 Largest Unsecured Creditors
CAPE SYSTEMS: June 30 Balance Sheet Upside-Down by $23.8 Million
CAPITAL ACQUISITIONS: U.S. Trustee Will Meet Creditors on Sept. 28

CHOICE COMMUNITIES: Has Until September 21 to File Chapter 11 Plan
CII CARBON: Katrina's Aftermath Cues S&P to Watch B+ Rating
CIRCUIT RESEARCH: Releases Second Quarter Financial Results
COLLINS & AIKMAN: Insists Nugar SA de CV is a Dura USA Creditor
COMMUNITY PLAZA: Case Summary & Largest Unsecured Creditor

DEPRIEST EVANGELISTIC: Voluntary Chapter 11 Case Summary
DIRECT RESPONSE: Case Summary & 20 Largest Unsecured Creditors
DIRECTED ELECTRONICS: Planned IPO Prompts S&P to Hold B+ Rating
DIVERSIFIED CORPORATE: Gets NASD OK to Trade on OTC Bulletin Board
EXIDE TECH: President & CEO Acquires 30,000 Shares of Common Stock

FRONTIER INSURANCE: Court OKs Baker & Hostetler as Bankr. Counsel
FRONTIER INSURANCE: Hires Graves & Satterlee to Litigate E&Y Suit
FRONTIER INSURANCE: Court Okays Open-Ended Lease Decision Period
GARDEN STATE: Can Access Lenders' Cash Collateral Until Sept. 30
GARDEN STATE: Has Until November 7 to Decide on Office Lease

GOLDSTAR EMERGENCY: Robert Massey Buys Four Helicopters for $400K
GOLDSTAR EMERGENCY: First Insurance Finances Premium Payment
G0LDSTAR EMERGENCY: Wants to Walk Away from 16 Burdensome Leases
GSI GROUP: Richard M. Christman Replaces William Branch as CEO
GT BRANDS: Court Approves Asset Sale to Gaiam Inc. for $40 Million

HIRSH INDUSTRIES: Files Schedules of Assets and Liabilities
HIRSH INDUSTRIES: Committee Wants Navigant as Financial Advisor
HIRSH INDUSTRIES: Gabriel Reilly-Bates Withdraws as Counsel
HOLLYWOOD THEATERS: S&P Places B Corporate Credit Rating on Watch
INDIANA CERAMICS: Case Summary & 20 Largest Unsecured Creditors

KARSAN HOSPITALITY: Voluntary Chapter 11 Case Summary
KMART CORP: Cecilia Lopez Wants to File Late Personal Injury Claim
LONE STAR: Case Summary & 21 Largest Unsecured Creditors
MARCO WOOD: Voluntary Chapter 11 Case Summary
MCI INC: 11 Officers May Receive $107-Mil. from Verizon Merger

MCI INC: In Talks to Settle Up to $315 Million of State Tax Claims
METABOLIFE INT'L: Hires Morrison & Foerster as Corporate Counsel
METABOLIFE INT'L: Wants Gordon & Rees as Trademark Counsel
METABOLIFE INT'L: Retains Carl Marks as Investment Advisor
MIRANT CORP: Has Until Oct. 5 to Get Court OK on $2.35B Facility

MIRANT CORP: Court OKs Stipulation Governing Claims Mediation
MOLECULAR DIAGNOSTICS: D. Weissberg Replaces D. O'Donnell as CEO
NEW WORLD: Wants to Hire Parente Randolph as Accountants
NORTHWEST AIRLINES: Today's Trial on $277-Mil Liability Cancelled
NORTHWEST AIR: Needs Legislation to Cut Multi-Mil Pension Payments

NORTHWEST AIRLINES: S&P Lowers Corporate Credit Rating to CCC-
ORGANIZED LIVING: Has Until Dec. 30 to File Chapter 11 Plan
OWENS CORNING: Court Sets Oct. 24 Hearing on Exclusivity Periods
PURCHASEPRO.COM: Wants Court to Approve Time Warner Settlement
QUIGLEY COMPANY: Court Sets Sept. 15 Bar Date for Silica Claims

RELIANCE GROUP: Creditors Panel Wants to Pursue Causes of Action
ROUGE INDUSTRIES: Has Until October 17 to Remove Civil Actions
SAINT VINCENTS: Selling Parsons Manor to Kinchung Lam for $12.5MM
SAINT VINCENTS: N.Y. Dormitory Authority Wants Trustee Fees Paid
SAINT VINCENTS: Wants to Continue Employing Ordinary Course Profs.

SILICON GRAPHICS: Implements Restructuring Plan to Save $100-Mil
SOUTHERN UNION: Appoints George E. Aldrich VP Controller
STATS CHIPPAC: Offers to Swap $150M Sr. Notes for Registered Notes
STELCO INC: Ontario Court OKs Sale of Stelpipe to Lakeside Steel
TERAFORCE TECHNOLOGY: Employs Munsch Hardt as Bankruptcy Counsel

TERAFORCE TECHNOLOGY: Section 341(a) Meeting Slated for Today
TERAFORCE TECHNOLOGY: Inks $750,000 DIP Financing Agreement
TOWER AUTOMOTIVE: Tower Product Can Lease Out Marion Facility
TOWER AUTOMOTIVE: Court OKs Hiring of Deloitte as Tax Consultants
TOWER AUTOMOTIVE: Scope of Ernst & Young's Employment Expanded

TRUMP HOTELS: Disputes N.J. & N.Y. Multi-Million Claims
TRUMP HOTELS: Has Until Sept. 15 to Object to PDS Gaming's Claims
TULLY'S COFFEE: Completes $17.5M Sale of Japan Trademarks to FOODX
UNITED HOSPITAL: Walking Away from Unexpired Property Leases
US MINERAL: Trustee Gets Court Nod to Amend McCarter Engagement

USG CORP: Creditors Panel Files Status Report on Adversary Actions
USG CORP: Wants Until March 1 to Make Lease-Related Decisions
VARIG S.A.: Rio de Janeiro Labor Court Blocks VarigLog Sale
VARIG S.A.: GATX Financial Wants Interest in Assets Protected
VARIG S.A.: Lessor Wants to Take Action on 11 Leased Aircrafts

W.R. GRACE: Pitney Hardin Fights N.J. State in Environmental Suit
WESTPOINT STEVENS: Steering Committee Demands Payment of Fees
WORLDGATE COMMS: Registers 270,833 Common Shares for Resale
WSNET HOLDINGS: Court Denies Charter's Plea to Stay Distributions

* Upcoming Meetings, Conferences and Seminars


                          *********

AAVID THERMAL: Names Michael Flanders as COO for Thermalloy Unit
----------------------------------------------------------------
Aavid Thermal Technologies, Inc., has appointed Michael P.
Flanders as Chief Operating Officer of Aavid Thermalloy, LLC,
effective Sept. 5, 2005.

Prior to joining Aavid Thermalloy, Mr. Flanders served as Vice
President and General Manager of Waukesha Bearings Corporation of
Pewaukee, Wisconsin from 2003 to 2005.  From 1998 through 2003,
Mr. Flanders was at the Ingersoll-Rand Company, where, from 1998
to 2003, he served as the General Manager, Operations of the LCN
Division, in Princeton, Illinois.

Aavid Thermalloy has entered into an Employment Agreement with Mr.
Flanders in connection with his employment as Chief Operating
Officer.  The Employment Agreement provides for an annual base
salary of $237,000.  Mr. Flanders will participate in Aavid
Thermalloy's annual incentive plan with a target opportunity of
30% of salary.  Mr. Flanders will also participate in Aavid
Thermalloy's long-term incentive program, which is currently being
formulated.  Mr. Flanders will also be entitled to participate in
all employee benefits customarily available to comparable
employees, including the Company's 401(k) retirement plan and
health and disability benefits.  Mr. Flanders will be entitled to
nine months severance in the event of termination.  Under the
Employment Agreement's terms, Mr. Flanders agrees not to compete
with the Company for two years after termination, and agrees not
to solicit employees or customers of the Company for two years
after termination.

A full-text copy of the Executive Employment Agreement is
available for free at http://ResearchArchives.com/t/s?15c

Aavid Thermal Technologies, Inc., is a leading global provider of
thermal management solutions for electronic products and the
leading developer and marketer of CFD software.

As of June 30, 2005, Aavid Thermal's balance sheet reflected a
$66,020,000 stockholders' deficit.


ACCEPTANCE INSURANCE: Has Until Jan. 9 to File Chapter 11 Plan
--------------------------------------------------------------
The Hon. Timothy J. Mahoney of the U.S. Bankruptcy Court for the
District of Nebraska extended the period within which Acceptance
Insurance Companies, Inc., has the exclusive right to file a
chapter 11 plan until Jan. 9, 2005.  The Court also extended the
Debtor's exclusive solicitation period until Mar. 9, 2005.

The Debtor reminds the Court that its principal assets consist of:

    (1) its equity interest in Acceptance Insurance Company; and

    (2) a takings claim against the U.S. government.

                   Acceptance Insurance Company

The Debtor disclosed that it continues to diligently manage and
resolve claims within AIC to maximize AIC's value for the benefit
of its creditors.  The Debtor says that the claims process within
AIC has not yet reached a stage which will permit it to make an
optimal plan of reorganization.

                         Takings Claim

The Debtor said that the takings claim is in the initial stages of
litigation.  The Debtor says that the extension of the exclusivity
periods will allow it to complete the liquidation of its assets.

Headquartered in Council Bluffs, Iowa, Acceptance Insurance
Companies Inc. -- http://www.aicins.com/-- owns, either directly
or indirectly, several companies, one of which is an insurance
company that accounts for substantially all of the business
operations and assets of the corporate groups.  The Company filed
for chapter 11 protection on Jan. 7, 2005 (Bankr. D. Neb. Case No.
05-80059).  The Debtor's affiliates -- Acceptance Insurance
Services, Inc., and American Agrisurance, Inc. -- filed separate
chapter 7 petitions (Bankr. D. Nebr. Case Nos. 05-80056 and 05-
80058) on Jan. 7, 2005.  John J. Jolley, Esq., at Kutak Rock LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$33,069,446 in total assets and $137,120,541 in total debts.


ADELPHIA COMMS: Noteholders Want Arahova Panel's Request Denied
---------------------------------------------------------------
The Ad Hoc Committee of ACC Senior Noteholders, as holders of over
$1.7 billion in Senior Notes issued by Adelphia Communications
Corporation, asks the U.S. Bankruptcy Court for the Southern
District of New York to deny the request of the Ad Hoc Committee
of Arahova Noteholders, as holders of more than $550 million in
senior notes issued by Arahova Communications, Inc., for leave to
file appeals to the U.S. District Court for the Southern District
of New York regarding:

    1. Order denying the Arahova Committee's motion to strike the
       ACOM Debtors' 2005 Amended Schedules;

    2. Order denying the Arahova Committee's motion to prosecute
       intercompany claims and causes of action;

    3. Order denying the Arahova Committee's motion to compel or
       to strike the Debtors' factual assertions; and

    4. Order approving the Debtors' proposed Resolution
       Procedures.

The ACC Committee tells Judge Gerber that, as significant
stakeholders, they are deeply interested in maximizing the value
of the ACOM Debtors' bankruptcy estates and ensuring that the
Debtors' pending sale to Time Warner, Inc., and Comcast Corp. not
be put at risk by squabbling among the various creditor factions.
The ACC Committee also insists that a process for determining
their appropriate share of the sale proceeds and other assets
must be put in place.

The ACC Committee has worked with the ACOM Debtors and other
constituents to formulate procedures for resolving the
complicated issues that ultimately will drive creditor recoveries
under a Plan of Reorganization, Bruce Bennett, Esq., at Hennigan
Bennett & Dorman LLP, in Los Angeles, California, says.  Those
procedures, Mr. Bennett says, are what the Arahova Committee
wants to overturn in its appeal.

"The Arahova Committee seeks leave to appeal what are
quintessential interlocutory orders," Mr. Bennett argues.

Mr. Bennett contends that the orders do not finally resolve any
substantive issue, prejudice or prevent any party from asserting
their rights or deprive anyone of due process.  To the contrary,
Mr. Bennett points out, all the orders do is establish a
mechanism to address and resolve the intercreditor issues.  Thus,
they are just procedural and administrative.

The ACC Committee believes that intervention by an appellate
court at this preliminary stage of the proceedings would be
unwarranted and unwise.

The Arahova Committee's Motion poses the risk of unraveling the
pending Time Warner-Comcast transaction and the $17 billion it
will bring into the estate, the ACC Committee insists.

"Time is of the essence," Mr. Bennett states.  The deal has an
outside closing date of July 31, 2006.  Interlocutory review
would just consume time that the parties cannot afford to waste,
Mr. Bennett maintains.

To give the parties the opportunity to adjudicate their disputes
under the procedures adopted by the Bankruptcy Court and to give
the Debtors the chance to confirm their Plan of Reorganization,
the Court must deny the Motion.

If the Arahova Committee ultimately is aggrieved by the final
resolution of those matters, it will have the opportunity for
appellate review at that time, Mr. Bennett contends.  In the
meantime, the Time Warner-Comcast transaction will remain viable
and available for the benefit of all of the Debtors' creditors,
employees, and other stakeholders.

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


AGILYSYS INC: S&P Revises Outlook on Low-B Rating to Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Cleveland, Ohio-based Agilysys Inc., and revised
its outlook to positive from stable.  The outlook revision
reflects the company's strengthened financial profile.

"The ratings on Agilysys reflect a narrow business base, customer
concentration, modest profitability, and an acquisitive growth
strategy," said Standard & Poor's credit analyst Martha Toll-Reed.
These factors partly are offset by a good position in the North
American computer systems distribution market, and modestly
leveraged financial profile.

The computer systems distribution market is global, highly
competitive and relatively low-value-added.  In addition, Agilysys
competes against larger competitors with greater resources, and
has significant supplier concentration (the company's largest
supplier, International Business Machines Corp., supplied 72% of
fiscal 2005 sales volume).  The company reported revenues of
$1.6 billion in fiscal 2005.

EBITDA margins are expected to comfortably exceed 3% on an annual
basis, with some seasonal variations.  Good industry growth
prospects in Agilysys' primary, middle-market customer base,
combined with moderate-size acquisitions, are expected to drive
modest profitability improvements over the intermediate term.
Nevertheless, Agilysys' EBITDA base is still modest in absolute
size, and subject to potential volatility because of supplier
concentration.

Debt protection metrics have shown steady improvement, driven by
revenue and earnings growth, and debt reductions.  With the recent
redemption of $125 million of convertible securities, Agilysys'
total debt to EBITDA fell below 2x in June 2005.  Although
leverage is low for the rating level, the current rating
incorporates the expectation that debt-financed acquisitions could
lead to higher leverage over the rating horizon.


AMACORE GROUP: June 30 Balance Sheet Upside-Down by $1 Million
--------------------------------------------------------------
The Amacore Group delivered its quarterly report on Form 10-QSB
for the quarter ending June 30, 2005, with the Securities and
Exchange Commission on Aug. 19, 2005.

The Company posted a $946,947 net loss on $110,294 of revenues.
The Company's balance sheet shows a $1,036,951 stockholders'
deficit, compared to a restated $419,371 deficit at Dec. 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?15d

                       Going Concern

The Company says it has sustained operating losses in recent
years.  Further for the six months ended June 30, 2005, the
Company had negative working capital of approximately $2,556,662,
a net loss of approximately $2,467,824 and has incurred
substantial losses in previous years resulting in an accumulated
deficit of approximately $56,407,331.  Although these factors
raise substantial doubt about the ability of the Company to
continue as a going concern, the Company has taken several actions
to ensure that the Company will continue as a going concern
through June 30, 2006.  Brimmer, Burek & Keelan, issued a going
concern statement in its audit of the Company's 2004 financial
statements.

The Amacore Group, Inc., markets vision care benefit plans and
enhancements to plans provided by others.  The Company's benefit
plans and plan enhancements provide members and members of its
plan sponsors (employers, associations and other organizations)
the opportunity to obtain discounted eye care services and
products from the Company's national network of ophthalmic
physicians, optometrists, eyewear suppliers, etc.  The Company
changed its name from Eye Care International, Inc., to The Amacore
Group, Inc. as of March 31, 2005.


AMERICAN BUSINESS: Court Approves Clearwing Settlement Agreement
----------------------------------------------------------------
George L. Miller, the duly appointed Chapter 7 Trustee in American
Business Financial Services Inc. and its debtor-affiliates' cases,
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware's to enter into a settlement with ABFS
Warehouse Trust 2003-1, ABFS Warehouse Trust 2003-2, Chrysalis
Warehouse Funding, LLC, and Clearwing Capital,
LLC.

John T. Carroll, Esq., at Cozen O'Connor, in Wilmington,
Delaware, recounted that in October 2003, Chrysalis provided a
$250,000,000 revolving credit facility to Warehouse Trust 2003-2.

On March 9, 2005, the Bankruptcy Court authorized the Debtors to
obtain credit and incur debt secured by senior liens on property
of the Debtors' estates that is subject to a lien.

Mr. Carroll related that in connection with the DIP Facility, the
Debtors entered into the DIP Loan and Security Agreement dated as
of February 22, 2005, and held harmless from and indemnified
Clearwing, Chrysalis and their lenders, on an after-tax basis,
against all liabilities which may be imposed on, incurred by or
asserted against each Clearwing Indemnified Party, relating to or
arising out of the Clearwing Transaction Documents, or any of the
transactions contemplated under the Clearwing Transaction
Documents or the DIP Loan Agreement.  In addition, in connection
with the DIP Facility, the Debtors became obligated to pay the
Clearwing Deferred Payoff Obligations, as defined in the DIP Loan
Agreement.

To ensure the Clearwing Indemnification Liabilities and the
Clearwing Deferred Payoff Obligations, the Debtors agreed to
include Clearwing under the DIP Priority Lien, giving Clearwing a
senior security interest in and lien on the Collateral, as
defined in the Final DIP Financing Order.

On May 2, 2005, pursuant to the Court's Order dated April 27,
2005, the Official Committee of Unsecured Creditors filed a draft
complaint where it sought authority to pursue claims on behalf of
the Debtors' estates against Clearwing, Chrysalis and The Patriot
Group, LLC.  At a hearing held on May 11, 2005, the Court ruled
that the Creditors Committee could pursue claims in connection
with approximately $5.1 million of fees paid to Clearwing and
Chrysalis and in connection with approximately $1.9 million of
fees paid to Patriot Group.

Subsequently, the ABFS Trustee, the ABFS Warehouse Trusts,
Clearwing and Chrysalis have agreed that:

   (a) Clearwing and Chrysalis will assign the Clearwing Deferred
       Payoff Obligations and Clearwing Lien to the ABFS Trustee;

   (b) Clearwing and Chrysalis will release all prior claims
       against the Debtors' estates including the Clearwing
       indemnification Liabilities;

   (c) The Debtors' bankruptcy estates will pay Clearwing and
       Chrysalis a sum not to exceed $200,000, in full and
       complete satisfaction of attorney's fees and expenses;

   (d) Clearwing and Chrysalis will receive a release from the
       ABFS Warehouse Trusts; and

   (e) The ABFS Trustee will receive an accounting from Clearwing
       and Chrysalis for the attorney's fees and expenses they
       incurred in connection with the Chrysalis Facility.

The ABFS Trustee believes that the Settlement Agreement is in the
best interests of the estate and its creditors, and is fair and
equitable because it will result in the Debtors' estates
receiving an assignment from Clearwing and Chrysalis of the
$750,000 Clearwing Deferred Obligation and the related Clearwing
Lien which is pari passu with the DIP Priority Liens.

Moreover, Mr. Carroll told Judge Walrath that the Settlement
will result in the release of all claims by Clearwing and
Chrysalis against the Debtors' estates, including the Clearwing
Indemnification Liabilities and any additional amounts which
could accrue.  The Settlement will further eliminate any legal
fees and expenses which the ABFS Trustee would otherwise incur in
litigating its claims against Clearwing and Chrysalis while
eliminating the possibility that he would not be successful
pursuing those claims and while eliminating the potential for a
resulting increase in the Clearwing Indemnification Liabilities.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Crusader Wants to Foreclose on Properties
------------------------------------------------------------
On October 26, 2000, Stephen J. Stillwell and Jean-Marie
Stillwell executed a mortgage in favor of Debtor Home American
Credit, Inc., for $150,000 on their residence at 248-252 Pine
Street, in Mount Holly, New Jersey.

On January 13, 2001, Anna M. Sinka executed a mortgage in HAC's
favor for $106,800 on her residence at 6 Greentree Road, in
Vernon Township, New Jersey.

Both the Stillwells and Ms. Sinka failed to pay taxes on their
properties, resulting in a tax sale pursuant to the New Jersey
Tax Sale Law N.J.S.A. 54:5-1 et seq.

Subsequently, on May 23, 2002, the Township of Mount Holly held a
tax sale on account of valid delinquent taxes due and owing by
the Stillwells.  Crusader Servicing Corporation purchased tax
sale certificate no. 2002045 for $5,328, as liens against the
Stillwell Property.

In addition, on March 31, 2003, Vernon Township held a tax sale
on account of valid delinquent taxes due and owing by Ms. Sinka.
Crusader purchased tax sale certificate number 03/061 for $5,298
as liens against the Sinka Property.

On July 27, 2004, more than two years from the date it purchased
the Stillwell Tax Lien, Crusader filed a complaint for the
foreclosure of tax sale certificate in the Superior Court of New
Jersey, Chancery Division, against the Stillwells, HAC, and other
individuals maintaining an interest against the Stillwell
Property pursuant to the NJSA.

Ms. Sinka has failed and continues to fail to pay her real estate
tax obligation for the second quarter of 2005, for $1,265, plus
continuing interest.  HAC also has not satisfied the Sinka
Obligation, thus, pursuant to the NJSA, Vernon Township maintains
a superior tax lien against the Sinka Property.

As of June 22, 2005, Crusader is owed $27,397 on account of the
Stillwell Tax Lien.  Crusader is also owed $19,526 on account of
the Sinka Tax Lien.

Accordingly, at Crusader's behest, Judge Walrath lifts the
automatic stay to enable Crusader to constitute or resume and
prosecute to conclusion one or more actions in the court of
appropriate jurisdiction to foreclose tax sale certificate liens
on the Stillwell Property and the Sinka Property, on which HAC
holds mortgages.

The Court finds that the Stillwell and Sinka Properties are not
necessary to the Debtors' effective reorganization because they
are liquidating their assets under Chapter 7.

In addition, the New Jersey Tax Sale Law provides a legislative
scheme for foreclosure of tax sale certificates, which justifies
"cause" for the commencement or continuation of Crusader's
foreclosure proceedings against the Stillwell Property and the
Sinka Property.

Since Crusader has priority over all other liens on either
Property, relief from the automatic stay is appropriate to permit
Crusader its successors and assigns to enforce its rights and
remedies pursuant to its Tax Liens against Ms. Sinka, the
Stillwells and Home American, to the extent of its interest in
the Properties.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN BUSINESS: Court Lifts Stay to Allow Knosp's Federal Suit
-----------------------------------------------------------------
On July 29, 1999, Robert and Marsha Knosp, as owners of real
property located at 101 through 109 North 9th Street, in Reading,
Pennsylvania, borrowed $250,000 from American Business Credit,
Inc.  The parties also entered into two mortgage agreements
secured by the Knosps Property.

Between 2001 and 2002, the Knosps learned that the property
insurance policy they purchased from Commercial Union for the
Knosps Property had been cancelled.  At that time, the Debtors
had requested proof of insurance.

Consequently, the Knosps advised the Debtors that they could not
provide proof of insurance.  The Debtors then told the Knosps
that they would get the property insured and charge the insurance
cost back to the Knosps on the Knosps' account statements.

                      Property Damaged by Fire

On January 26, 2003, a fire caused by malfunctioning heat tape
severely damaged the Knosps Property at 105 and 107 units, and
caused smoke damage to 109.  Six residential apartments were
rendered not rentable due to the fire damage.

Based on the condition of the premises, a furniture retailer
occupying the first level of 105-107 units refuses to pay rent.
Thomas G. Whalen, Jr., Esq., at Stevens & Lee, P.C., in
Wilmington, Delaware, relates that the Knosps are losing $3,500
of their monthly income because of the Property's damaged
condition.

Mr. Whalen says that immediately after the fire, the Knosps
contacted the Debtors to file a claim to an insurance company.
They also contacted Barclay Contracting Company to do emergency
repairs and provide an estimate of repair.  Barclay provided the
Knosps with a building estimate of $164,787.

Instead of having the Knosps directly file that claim to
Lexington Insurance Company, the Debtors advised that they alone
would deal with the "force-placed insurer."

In the Fall of 2003, the Knosps learned from Evelyn Colon, a
former employee of the Debtors, that Lexington Insurance had paid
only $32,452, on the Claim and that the sum would be held in
escrow for the Knosps to do repairs to the Property.

Mr. Whalen attests that the Knosps were provided with no
documentation from either the Debtors or Lexington indicating how
the payment amount was derived.

The Knosps asked Lexington to re-open the Claim, but the
insurance company refused, denying any obligation to them.

Mr. Whalen notes that the Debtors did not obtain full indemnity
for the Knosps' loss under the policy issued by Lexington.

              The Knosps' Federal Action vs. Lexington

The Knosps had no alternative but to file suit against Lexington
in the United States District Court for the Eastern District of
Pennsylvania.  Pursuant to the Lexington Federal Action, the
Knosps assert third party beneficiary status under the insurance
policy issued by Lexington to the Debtors.  The Federal Action is
now pending before Judge Timothy Savage.

The Lexington Policy has a $2,500,000 limit of liability per
occurrence unless the loss in question concerns a mortgagor's
property in which case the limit of liability for the particular
loss is derived pursuant to the language articulated in the
policy.  Calculation of the policy limit of the Knosps' loss
involving a multi-collateralized loan is derived based on a
precise formula pursuant to the Lexington Policy.

Mr. Whalen tells Judge Walrath that the Debtors were fully
apprised of the litigation by the Knosps' counsel, including the
counsel's legal opinion that the loss had been grossly underpaid
by Lexington.  Despite that notice, the Debtors expressed no
interest in the Federal Action.

However, the Knosps believe that complete justice can be done
with respect to Lexington once the automatic stay is modified.
In addition, the disposition of the Federal Action will have no
bearing on the Debtors' estates as the proceeds of the Lexington
policy are payable under the policy directly to the Knosps as
owners of the Property.

                      The Frozen Pipe Claims

Mr. Whalen informs the Court that on January 12, 2004, the Knosps
also suffered a separate loss at the Property as a result of
frozen pipes.

Three days later, the Knosps informed Lexington of that loss.
Lexington did not respond.  The Knosps then advised American
Business Financial Services, Inc., that they had submitted a
claim to Lexington.  ABFS also did not respond.

Mr. Whalen notes that the Lexington Policy contains a two-year
statue of limitations.  The second anniversary of the Loss will
be on January 12, 2006.

Hardship to the Knosps by maintaining the automatic stay
considerably outweighs any possible hardship to the Debtors in
that the Knosps cannot proceed with repairs to the Property
unless they obtain full indemnity available to them under the
Lexington Policy, Mr. Whalen says.

                     Court Lifts Automatic Stay

Accordingly, at the Knosps' request, Judge Walrath modifies the
automatic stay to the extent necessary for them to fully
prosecute their Federal Action against Lexington.

Judge Walrath also lifts the stay to permit the Knosps to pursue
their Frozen Pipes Claim on the same basis stated for their fire
claim.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203),
and the Bankruptcy Court converted the cases to a chapter 7
liquidation on May 17, 2005.  Bonnie Glantz Fatell, Esq., at Blank
Rome LLP represents the Debtors.  When the Company filed for
protection from its creditors, it listed $1,083,396,000 in total
assets and $1,071,537,000 in total debts.  (American Business
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AMERICAN WOOD: Files Chapter 11 Plan Calling for Full Payment
-------------------------------------------------------------
American Wood Preservers Institute, Inc., delivered its Plan of
Reorganization and a Disclosure Statement explaining that Plan to
the U.S. Bankruptcy Court for the Eastern District of Virginia in
Alexandria.

Under the Plan, the Debtor proposes to pay all allowed claims in
cash.  Pursuant to the Plan, current members of American Wood will
retain their ownership interest in the Debtor following plan
confirmation.

                    Treatment of Claims

The Plan divides claims and interests into three classes:

    1) The unsecured non-priority claim of Patton Boggs LLP,
       totaling approximately $19,640, will be paid in full on the
       30th day following the plan's effective date.

    2) The Florida plaintiffs in John F. Mehl, Sr., et al. v.
       AWPI, et al. and Barbara Bertoni, et al. v. AWPI, et al.
       have not filed proofs of claims and will not receive
       anything under the Plan.  The plaintiffs are seeking
       payment for damages resulting from the use of the Debtor's
       treated wood products.

    3) American Wood members will retain their ownership in the
       reorganized debtor.

The Debtor tells the Bankruptcy Court that the previously
identified $30,905 prepetition debt to Drohan Management Company
and $1,000 prepetition debt to Matthews I Associates is erroneous.
According to the Debtor, there are no debts owed to these
companies.

                 Proposed Chapter 7 Conversion

As previously reported in the Troubled Company Reporter, Clarkson
McDow, Jr., the U.S. Trustee for Region 4, asked the Bankruptcy
Court to dismiss the Debtor's chapter 11 case or convert it to a
chapter 7 liquidation proceeding.

Mr. Mcdow said the Debtor's case should be dismissed or converted
because of its inability to effectuate a plan and comply with
chapter 11 reporting requirements.

In its Disclosure Statement, the Debtor tells the Bankruptcy Court
that a chapter 7 liquidation will diminish the distribution
available for creditors because of:

    a) delays and expense related to the appointment of a Trustee
       and other professionals necessary in a liquidation; and

    b) diminution in the value of the business associated with the
       cessation of operations in a chapter 7 proceeding.

Headquartered in Reston, Virginia, American Wood Preservers
Institute, Inc., a national industry trade association
representing the pressure-treated wood industry in the U.S., filed
for chapter 11 protection on Nov. 10, 2004 (Bankr. E.D. Va. Case
No. 04-14669).  James Thomas Bacon, Esq., at Allred, Bacon,
Halfhill & Young, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed more than $50,000 in estimated assets and
more than $100 million in estimated debts.  The company faces two
prepetition lawsuits asserting damages from use of the Debtor's
treated wood products.


ARLINGTON HOSPITALITY: Wants to Adopt Employee Retention Plan
-------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates ask the
Honorable A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, to approve a
severance program and retention plan for their management team and
other key employees.

The Debtors want authority to implement the Plan to ensure
that key employees continue to provide essential sales, management
and operational services to maintain and maximize the going
concern value of their businesses.

The Debtors argue the KERP will preserve value and maintain
morale.

The Debtors filed a redacted Plan Summary to avoid disclosing
details about who will receive what payments.  The Debtors have
provided an unredacted version of the Plan Summary to the Court,
the U.S. Trustee and core parties-in-interest.

                     Employee Retention Plan

The Plan covers 32 Key Employees for approximately $493,000
excluding Percentage of Proceeds Bonus.

There are four Tiers in the Plan.  Depending on the Tier, the
employees will receive:

   -- Critical Function Bonus,
   -- Severance Payment,
   -- Contingent Non-Compete Bonus, and
   -- Percentage of Proceeds Bonus.

The Critical Function Bonus is based on the Key Employee's base
salary.  Tier II employees will receive three months of severance
as Critical Function Bonus.  Tier III employees will receive two
months of severance as a Critical Function Bonus.

The Severance Payment is for Tier IV employees.  They will receive
a severance payment as a bonus equal to one week's pay for
1.5 years of service with Arlington Hospitality with a minimum
severance payment of two weeks.

The Contingent Non-Compete Bonus is for Tier I employees.  A
Tier I employee will be eligible to receive a Contingent Non-
Compete Bonus in an amount equal to the Critical Function Bonus
if, after a successful transaction, the Tier I employee is not
employed by the successful bidder.  In addition, the Tier I
employee will be eligible to receive the Contingent Non-Compete
Bonus if the Board determines that there will be no successful
bidder.

The Percentage of Proceeds Bonus is for Tier I employees.  They
will be eligible to receive the Percentage of Proceeds Bonus upon
the completion of a successful transaction.

The Percentage of Proceeds Bonus will be determined by
multiplying:

   * the bonus percentage, either 1% or 0.5%, by

   * the amount that a successful buyer pays in cash:

     -- above $7,000,000 if the Debtors' land purchase contracts
        are not included in the sale; and

     -- above $11,000,000 if the Debtors' land purchase contracts
        are included in the sale.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported $99
million in total assets and $94 million in total debts.


ARLINGTON HOSPITALITY: Taps CFC Transactions as Real Estate Broker
------------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates sought and
obtained permission from the Honorable A. Benjamin Goldgar of the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, to employ CFC Transactions Limited Partnership
as their real estate broker.

The Debtors want to sell three parcels of land including a
commercial office building located at 2355 South Arlington Heights
Road and 15 East Algonquin Road, in Arlington Heights, Illinois.

Richard Tannenbaum, a partner at CFC Transactions, discloses that
the Firm will receive:

   (a) 3% of the contract price; or

   (b) 4% of the contract price if there is another licensed
       Illinois state broker who submits a purchase contract for
       the Arlington Property on behalf of a party willing to
       purchase that property.

If there is a need for an option and extension to purchase the
Arlington Property, CFC Transactions will also receive:

   (a) 3% of the price paid, or
   (b) 4% of the price paid, if there is a cooperating broker.

In the event that a Cooperating Broker participates in any sale,
CFC will share the 4% commission with the Cooperating Broker under
the terms of the applicable sharing agreement between CFC and the
Cooperating Broker.

If the Arlington Property is included in the sale transaction
involving Chanin Capital Partners, then CFC and Chanin will each
receive a 1.5% commission of the payment received from the
Arlington Property.

The Debtors believe that CFC Transactions Limited Partnership is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  As of March 31, 2005, Arlington Hospitality reported $99
million in total assets and $94 million in total debts.


ASARCO LLC: Gets Court Nod on 2005 Environmental Clean-Up Budget
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized the amendment of the 2005 environmental clean-up budget
of ASARCO LLC.

As previously reported on the Troubled Company Reporter on
Aug. 31, 2005, ASARCO has environmental liabilities to the U.S.
Government pursuant to certain consent decrees, administrative
orders, or environmental statutes.

On Aug. 9, 2002, the U.S. Government filed a complaint against
ASARCO and SPHC in the United States District Court for the
District of Arizona, wherein the Government alleged that the
proposed terms of the SPCC sale violated provisions of the
Federal Debt Collection Procedures Act of 1990 and the Federal
Priorities Act.  The Government sought preliminary and injunctive
relief enjoining the sale and transfer.

The parties to the lawsuit reached a settlement of their dispute.
On February 2, 2003, the Arizona Court approved a consent decree
that had been entered into among ASARCO and SPHC, on the one
hand, and the United States, on the other hand.

Pursuant to the settlement, ASARCO agreed to set up a
$100,000,000 environmental trust for pollution cleanup, in return
for permission to sell SPCC.  The consent decree establishes an
annual budgeting process pursuant to which ASARCO and the U.S.
Government discuss the allocation of funds from the trust at
various sites.

Once a budget has been established, both ASARCO and the U.S.
Government must agree to any amendment of the budget.

The amendment that the U.S. Government has agreed to would
allocate $150,000 of the trust money that is as yet unallocated to
pay for the continued remediation and testing.  In other words,
any potential health and safety issues could be minimized with
very little effect on ASARCO's estate.

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)


ASARCO LLC: Wants to Assume Smithco Enterprises Agreement
---------------------------------------------------------
On Dec. 15, 2004, ASARCO, Inc., entered into an executory
contract with Smithco Enterprises, Inc.

Under the Agreement, Smithco Enterprises provides field
engineering, labor, materials, transportation, tools, equipment,
and other facilities for the production and delivery flash
furnace flux and converter flux.

ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas to assume the Smithco Agreement and to
cure a $41,480 outstanding default.

ASARCO asserts that the Smithco Agreement provides ongoing value
to its estates.  Smithco Enterprises has an ongoing favorable
business relationship with ASARCO, providing services under other
contracts.  In addition, Smithco's siliceous flux production
facility is located near ASARCO's Ray Complex at Hayden, Arizona,
which makes Smithco Enterprises a particularly convenient and
cost-effective business partner.

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 AIR: Wants to Auction Ambassadair & Amber Assets on Sept. 28
----------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana to approve
procedures related to the possible sale of the assets or stock of
Ambassadair Travel Club, Inc., and Amber Travel, Inc.

The sale may also include assets of other Debtors used in
connection with the Ambassadair and Amber operations.

On May 26, 2005, the Court approved the Debtors' retention of
Adelphi Capital, LLC, to market the assets of and used by
Ambassadair and Amber.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
relates that Adelphi has been soliciting offers for the Assets for
several months.

According to Ms. Hall, as of September 2, 2005, the only proposal
that was "more attractive than the cessation of the business
operations of Ambassadair and Amber and the piecemeal liquidation
of the Assets is the proposal by Waveland Holdings, LLC."

Pursuant to a letter agreement, the Debtors and Waveland agree to
negotiate a definitive asset purchase agreement on or before
September 19, 2005.

Subject to the Court's approval, the Debtors will file the Letter
Agreement under seal to prohibit other parties from accessing the
Letter Agreement until Waveland completes its due diligence and
negotiates a definitive agreement to acquire Ambassadair and
Amber.

The Debtors, however, will continue to entertain other proposals
for the Assets.  The Debtors require parties interested in the
Assets to submit bids on or before September 26, 2005.

The Debtors further seek the Court's permission to hold an auction
for the Assets on September 28, 2005.  The Debtors also ask the
Court to set a sale hearing for the Assets the next day.

The Debtors propose that any order for the sale of the Assets
must:

   (a) provide for a Sale of Assets free and clear of all liens,
       claims, interests, and encumbrances with all such
       attaching to the proceeds of the Sale, subject to any
       defenses of the Debtors;

   (b) provide for the assumption and assignment of any executory
       contracts or unexpired leases required to be assigned by
       the Letter Agreement or in any successful bid and
       establish a time period for determining any cure
       associated with any assignment and assumption; and

   (c) be exempt from the imposition of any stamp or transfer
       tax.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors, will identify the Qualified Bidders.  The
Bidders are required to execute a confidentiality agreement with
the Debtors and provided sufficient financial disclosure to
Adelphi.  The Bidders must be determined to be reasonably likely
to submit a bona fide offer to be able to consummate the Sale
proposed by the bid.

Qualifying Bids must satisfy these conditions:

   (i) If proposing a Sale that contemplates the purchase of the
       common stock of Ambassadair or Amber, the Bid must provide
       information sufficient to allow the Debtors to evaluate
       the potential recovery by the prepetition and postpetition
       creditors of Ambassadair or Amber if the Sale is
       consummated;

  (ii) The Bid must include includes a good faith deposit of not
       less than $50,000; and

(iii) The Bid must be irrevocable until the earlier of:

        (1) closing of a Sale to another party of assets included
            in the offer; or

        (2) October 31, 2005.

The Debtors, in consultation with the Creditors Committee, may
waive or modify any of the requirements for a Qualified Bidder or
a Qualifying Bid.  The Debtors, in consultation with the Committee
and Adelphi, will evaluate the Qualifying Bids, if any, and
determine the reasonable value of each Qualifying Bid.

If the Debtors identify a Qualifying Bid -- Topping Bid -- that
would likely yield at least $50,000 more net present value to the
Debtors' Estates than the Waveland proposal, the Debtors will
invite each Qualifying Bidder, including Waveland no later than
noon E.S.T. on September 27, 2005, to the Auction.

Only Qualified Bidders invited to the Auction by the Debtors may
participate in the Auction.  The Bidders invited to the Auction
will receive, and keep on a confidential basis, the Qualifying
Bids of other parties invited to the Auction.

The Debtors propose to hold the Auction on these terms:

   (a) No Bid may be submitted that is less than the Topping Bid;

   (b) All Bids will be made and received in one room on an open
       basis;

   (c) All Bids will be fully disclosed to all bidders at the
       Auction;

   (d) Overbid requirements, if any, will be determined and
       announced at the beginning of the Auction by the Debtors
       and set to ensure an efficient process while maximizing
       value to the estates;

   (e) The Debtors and the Creditors Committee will immediately
       review each bid and determine which among the current Bids
       is the highest and best Bid and announce same to the
       Qualifying Bidders; and

   (f) When, in the Debtors' judgment, all Qualifying Bids have
       been submitted and further bidding at the Action will not
       yield greater value, the Auction will be closed and the
       Debtors will prepare to present the highest and best Bid
       to the Court for approval.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 33; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Court Extends Lease Decision Period Until Dec. 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extended the deadline for ATA Airlines, Inc. and its debtor-
affiliates to assume, assume and assign or reject Leases to
December 27, 2005.

As previously reported in the Troubled Company Reporter on
August 8, 2005, Jeffrey C. Nelson, Esq., at Baker & Daniels, in
Indianapolis, Indiana, reminds the Court that ATA Airlines, Inc.
and its debtor-affiliates' decisions with respect to each of their
nonresidential real property leases depend in large part on
whether the location will play a future role under their plan of
reorganization.  Those decisions will depend most significantly on
whether the Debtors will continue operations at each leased
facility once a Plan is implemented.

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)


AWAD AHMED: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtors: Awad Ahmed and Ashraf Ahmed
         6702 Fieldstone Drive
         Burr Ridge, Illinois 60521

Bankruptcy Case No.: 05-35586

Chapter 11 Petition Date: September 6, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtors' Counsel: Barry A. Chatz, Esq.
                  Arnstein & Lehr LLP
                  120 South Riverside Plaza, Suite 1200
                  Chicago, Illinois 60606
                  Tel: (312) 876-7100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Internal Revenue Service                    $1,191,806
   Mail Stop 5010 CHI
   230 South Dearborn Street
   Chicago, IL 60604

   Du Page County Collector                       $15,412
   P.O. Box 4203
   Carol Stream, IL 60197

   Illinois Department of Revenue                 $15,034
   100 West Randolph, Suite 7500
   Chicago, IL 60601


BOWNE & CO: Closes Global Solutions Sale to Lionbridge for $130M+
-----------------------------------------------------------------
Bowne & Co., Inc., (NYSE: BNE) reported the closing of the sale of
Bowne Global Solutions to Lionbridge Technologies, Inc. (Nasdaq:
LIOX) for a total sale price of approximately $193 million,
comprised of $130 million in cash and 9.4 million shares of
Lionbridge common stock.

Bowne Global Solutions (BGS) provides language and cultural
solutions that use translation, localization, technical writing
and interpretation services to help companies adapt their
communications or products for use in other cultures and countries
around the world.

"We're pleased that we have successfully completed the BGS sale,"
said Bowne Chairman and Chief Executive Officer Philip Kucera.
"As we said in June, this transaction enables us to sharpen our
focus on our core businesses of financial print, digital print and
personalized communications, while at the same time allowing us to
return value to our shareholders."

Plans for the proceeds from the sale are under review by the Bowne
Board of Directors and may include an expansion of the ongoing
share repurchase program, investment in the core businesses
(including strategic acquisitions) and cash dividends.

Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is
a global leader in providing high-value solutions that empower its
clients' communications.  Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.

                         *     *     *

Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


BRICE ROAD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Brice Road Developments, L.L.C.
        c/o New Venture Communities LLC, Manager
        4242 Tuller Road, Suite A
        Dublin, Ohio 48075

Bankruptcy Case No.: 05-66007

Type of Business: The Debtor is a real estate broker.

Chapter 11 Petition Date: September 2, 2005

Court: Southern District of Ohio (Columbus)

Judge: Barbara J. Sellers

Debtor's Counsel: Adam J. Biehl, Esq.
                  Yvette A. Cox, Esq.
                  Bailey Cavalieri LLC
                  10 West Broad Street, Suite 2100
                  Columbus, Ohio 43215
                  Tel: (614) 221-3155
                  Fax: (614) 221-0479

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Peabody Landscape Group       Trade debt                 $11,790
2253 Dublin Road
Columbus, OH 43228

Wilmar                        Trade debt                  $8,368
P.O. Box 404284
Atlanta, GA 30340

Environmental Management      Trade debt                  $6,513
P.O. Box 175
Dublin, OH 430170175

Elite Property Management     Services contingent         $6,200

Sherwin Williams Co.          Trade debt                  $6,031

Haven Willis Law Firm LLC     Legal services              $4,620

Nation Wide Insurance         Insurance                   $4,593

AEP                           Utilities                   $4,496

Columbus City Treasurer                                   $3,073

For Rent Magazine             Trade debt                  $3,006

Fried Zwick and Associates    Trade debt                  $2,956

Cort Furniture Rental         Trade debt                  $2,377

Flooring Distributors         Trade debt                  $1,749

Winston, Kelly                Security deposit            $1,200

Network Multifamily           Trade debt                  $1,162

I C I Paints                  Trade debt                    $892

Columbus Apartment Guide      Trade debt                    $820

Dillon, Barbara               Security deposit              $800

Showman, Kay                  Security deposit              $800

Fabco                         Trade debt                    $800


CAPE SYSTEMS: June 30 Balance Sheet Upside-Down by $23.8 Million
----------------------------------------------------------------
Cape Systems Group, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending June 30, 2005, with the
Securities and Exchange Commission on Aug. 19, 2005.

The Company posted a $1.4 million net loss on $681,705 of revenues
for the three months ended June 30, 2005.  At June 30, the
Company's balance sheet showed a $23.8 million stockholders'
deficit, compared to a $23.7 million deficit at Dec. 30, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?15f

Cape Systems Group, Inc., provides supply chain management
technologies, including enterprise software systems and
applications, and software integration solutions, that enable its
customers to manage their order, inventory and warehouse
management needs, consultative services, and software and hardware
service and maintenance.

                     Going Concern Doubt

WithumSmith+Brown P.C. expressed substantial doubt about Cape
Systems' ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended
Dec. 31, 2004.  The auditors point to the Company's:

     * working capital deficit and stockholder's deficit,

     * recurring losses,

     * historic rate of cash consumption,

     * uncertainty arising from its default on one of its notes
       payable,

     * uncertainty of its liquidity-related initiatives, and

     * reasonable possibility of on-going negative impacts on its
       operations from the overall economic environment.


CAPITAL ACQUISITIONS: U.S. Trustee Will Meet Creditors on Sept. 28
------------------------------------------------------------------
The United States Trustee for Region 11 will convene a meeting of
Capital Acquisitions and Management's creditors at 1:30 p.m., on
Sept. 28, 2005, at 227 West Monroe Street, Room 3340 in Chicago,
Illinois.  This is the first meeting of creditors required under
11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Chicago, Illinois, Capital Acquisitions and
Management Corporation is under receivership and LePetomane
Companies is the appointed Receiver.  On April 4, 2005, an
involuntary petition was filed by Bayview Loan Servicing, LLC, The
TransInvest Group/75 Canton LLC, Rushmore Northwoods Business
Center, LLC, and Proficient Data Management, Inc. (Bankr. N.D.
Ill. Case No. 05-12554).  Matthew T. Gensburg, Esq., and Sherri
Morissette, Esq., at Greenberg Traurig, LLP, Domenic J. Lupo,
Esq., at O'Brien & O'Brien, Amy Alcoke Quackenboss, Esq., at
Hunton & Williams LLP, and Stephanie Friese, Esq., at Friese &
Price Law Firm, LLC, represent the petitioners.  The petitioners'
total claim against the Debtor is $2,866,909.


CHOICE COMMUNITIES: Has Until September 21 to File Chapter 11 Plan
------------------------------------------------------------------
The Hon. E. Stephen Derby of the U.S. Bankruptcy Court for the
District of Maryland extended Choice Communities, Inc.'s exclusive
period to file a chapter 11 plan until Sept. 21, 2005.  The Court
also extended the Debtor's exclusive solicitation period until
Nov. 20, 2005.

As reported in the Troubled Company Reporter on June 6, 2005, the
Debtor faces:

   (1) complicated bond issues,

   (2) a liquidity crisis that demanded that the Debtor find
       sufficient cash immediately to continue providing
       an appropriate level of care to its existing patients,

   (3) the need to find new sources of admissions to keep the
       Debtor's beds full given the intrinsically high nature of
       turnover in the health care industry, and

   (4) the challenge of retaining employees and addressing
       employment issues,

all while working with its professionals to ensure that it was
complying with all of the requirements of Chapter 11.

The Debtor says it has stabilized its operations, held talks with
a potential refinancing source, and has also explored the
possibility of proposing a stand-alone plan of reorganization.
The Debtor has been working with its creditors, has secured DIP
financing and has obtained authorization for use of cash
collateral.

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., at Shapiro Sher
Guinot & Sandler represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


CII CARBON: Katrina's Aftermath Cues S&P to Watch B+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured ratings on New Orleans, Louisiana-based
CII Carbon LLC on CreditWatch with negative implications.

"The rating action reflects our concerns regarding the state of
the company's operations in the wake of Hurricane Katrina," said
Standard & Poor's credit analyst Dominick D'Ascoli.  "Although the
extent of the damage and the timing of restarting CII's closed
capacity are difficult to ascertain, it appears that approximately
17% of the company's calcined coke capacity will be closed for the
foreseeable future because of the effects of Hurricane Katrina."

Specifically, the company's Chalmette, Louisiana, and Purvis,
Mississippi, facilities appear to have been significantly
affected.  The company's Norcro facility, is temporarily idled but
is expected to resume operations within a week.

In addition, numerous oil refineries in the Gulf of Mexico are
closed or had operations disrupted.  Several of these refineries
supply CII with its primary raw material, raw petroleum coke, a
derivative from the oil-refining process.  It is unclear when
these refineries will resume normal production levels.
Furthermore, power outages and transportation disruptions could
have significant financial ramifications over the intermediate
term.

Standard & Poor's will continue to monitor developments and the
company's liquidity situation.


CIRCUIT RESEARCH: Releases Second Quarter Financial Results
-----------------------------------------------------------
Circuit Research Labs, Inc., delivered its quarterly report on
Form 10-QSB for the quarter ending June 30, 2005, with the
Securities and Exchange Commission on Aug. 19, 2005.

The Company earned $2.6 million of net income on $4.4 million of
net sales for the three months ended June 30, 2005.  At June 30,
the Company's balance sheet showed $3.2 million of positive
equity, compared to a $2.3 million deficit at Dec. 31, 2004.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?15e

Circuit Research Labs, Inc., -- http://www.crlsystems.com/--  
develops, manufactures and markets electronic audio processing,
transmission encoding and noise reduction equipment.  The products
control the audio quality and range of radio, television, cable
and Internet audio reception and allow radio and television
stations to broadcast in mono and stereo.  The Group's Orban
division manufactures and markets audio processing equipment under
the Orban, Optimod, Audicy and OptiCodec brand names.  The product
line includes FM Series, AM Series and other audio post-production
workstations.  The CRL division manufactures and markets audio
processing equipment, primarily using analog technology, under the
CRL, TVS and Amigo brand names.  The customers include AM and FM
radio stations and television stations around the world.  The
products are exported to Europe, Pacific Rim, Latin and South
America, Canada and Mexico. On January 18, 2002, the Group
acquired the assets of Dialog4 System Engineering GmbH.

                       Going Concern Doubt

Altschuler, Melvoin and Glasser LLP expressed substantial doubt
about Circuit Research Labs Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 21, 2004.  The auditing firm points to the
Company's net losses and working capital deficit.

Its 2004 financial results, coupled with servicing the
Harman debt (approximately $8.5 million prior to the debt
restructure) strained its liquidity and made it difficult for the
Company to focus on its core competencies.  Under the terms of its
debt agreement with Harman International Inc. in effect prior to
the restructure of the debt owed to Harman, Harman had the right
to demand at any time that the Company immediately pay in full the
outstanding balance of the debt.

If this had happened, the Company would likely have been forced to
file for protection under Chapter 11 of the United States
Bankruptcy Code.  Now with the Harman debt restructuring
completed, management believes that it will be able to use cash
flows to meet current operational needs and make the scheduled
principal and interest payments due Harman.


COLLINS & AIKMAN: Insists Nugar SA de CV is a Dura USA Creditor
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Eastern District of Michigan to deny
Nugar, SA de CV's request for exclusion from the Debtors' list of
creditors.

Nugar tells the Court it is not a creditor of Dura Convertible
Systems, Inc., one of the Debtors.  Luis Fernando Represas de
Almeida, Esq., in Mexico, contends that Nugar's inclusion as
creditor of the Debtors is a mistaken use of invoices derived of a
VAT payment rule only for exporting goods purposes.  Mr. Represas
points out that Nugar is a supplier of a different legal entity --
Dura Convertible Systems de Mexico, SA de CV, a subsidiary of Dura
USA but not one of the Debtors.

Because Nugar is listed as a creditor in the Debtors' bankruptcy
cases, it cannot collect from Dura Mexico of amounts owed, Mr.
Represas explains.  The inclusion of Nugar as creditor in the
Debtors' Chapter 11 cases, Mr. de Almeida continues, has caused
severe damages to Nugar.  Specifically, Nugar said it had to:

    -- spend for contract attorneys and travel expense,
    -- request loans to the bank,
    -- terminate trained workers, and
    -- give up expansion projects.

Nugar sells to Dura Mexico:

    a. metallic link for convertible top right of the Ford
       Mustang;

    b. metallic link for convertible top left of the Ford Mustang;
       and

    c. steel part for the metallic links.

Dura Mexico pays for these products through bank transfers.  Mr.
Represas asserts that Dura USA is not the one paying Nugar for
the items.  As soon as Dura Mexico receives the merchandise from
Nugar, it enters into an industrial procedure in joining the
metallic link with other products to make the final convertible
tops.  Later Dura Mexico exports its final product to Dura USA.

Nugar should not be considered as a supplier of Dura USA, argues
Mr. Represas.  He says that the real supplier of Dura USA -- that
should be in Chapter 11 as creditor -- is Dura Mexico.

Nugar generates in the sale to Dura Mexico a value added tax.
According to Rule 5.2.4 of Mexican Foreign Trade, Dura Mexico
retains and pays the VAT, on Nugar's behalf, in the Mexican
Secretariat, to be able to export later to Dura USA.  Mr.
Represas tells Judge Rhodes that the Mexican Department of
Treasury never imagined that trying to help Mexican exporting
companies like Dura Mexico through Foreign Trade Rule 5.2.4,
would cause these companies to be included in a bankruptcy case
in the U.S., including as creditor in Chapter 11.

Accordingly, Nugar asks the Court to exclude it as a creditor of
the Debtors to be able to collect amounts owed from Dura Mexico.

"To say that Nugar is a supplier of Dura USA based in the way
invoices were made . . . is a contradiction with the
Constitution, with the Jurisprudence of the Supreme Court of
Justice, with the International Treaties and with the Federal and
Local Laws of the Mexican Republic," Mr. Represas concludes.

                          No Resolution

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors and Nugar have engaged in extensive
conversations regarding the Motion but have been unable to reach
a mutually acceptable resolution.

According to Mr. Carmel, Section 101(10) of the Bankruptcy Code
defines a "creditor" as an "entity that has a claim against the
debtor that arose at the time of or before the order for relief
concerning the debtor."  Mr. Carmel asserts that Nugar is a
creditor of the Debtors that is properly included in and covered
by their Chapter 11 cases because:

    a. Nugar is a party to prepetition blanket purchase orders
       entered into with Dura USA.  The fact that the purchase
       orders constitute agreements entered into by and between
       Nugar and Dura USA is evidenced on the face of the purchase
       orders themselves;

    b. consistent with the information set forth by the Debtors in
       the purchase orders, invoices issued by Nugar for the
       materials sold to the Debtors under the purchase orders
       indicate that those materials are sold to Dura USA; and

    c. Dura USA is indebted to Nugar for about $117,000 on a
       prepetition basis.

The reason that Dura is listed as the purchaser on the invoices
and the purchase orders, Mr. Carmel explains, is that Dura USA is
the purchaser and owner of the materials, while the Debtors'
plant in Toluca, Mexico, provides the Debtors with competitively
priced contract manufacturing services, and ancillary accounting
and bookkeeping functions related to such manufacturing services,
pursuant to Mexico's "maquiladora" regime.

Mr. Carmel relates that as a wholly owned maquiladora facility
organized by the Debtors, the Toluca Plant has neither an
independent purpose beyond manufacturing raw materials into
components for the Debtors nor a use for the products that it
assembles for the Debtors.  Thus, Mr. Carmel asserts, the
purchase orders are entered into between Nugar and the Debtors,
and not between Nugar and the Toluca Plant.

Accordingly, the Debtors ask the Court to deny Nugar's request.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.  (Collins & Aikman Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMMUNITY PLAZA: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Community Plaza, L.P.
        dba Community Plaza Shopping Center
        7322 Southwest Freeway, Suite 1100
        Houston, Texas 77074

Bankruptcy Case No.: 05-44243

Type of Business: The Debtor operates a shopping mall located in
                  Houston, Texas.

Chapter 11 Petition Date: September 5, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: H. Miles Cohn, Esq.
                  Sheiness, Scott, Grossman & Cohn LLP
                  1001 McKinney, Suite 1400
                  Houston, Texas 77096
                  Tel: (713) 374-7020
                  Fax: (713) 374-7049

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Capital Investment Group      Loan                      $100,000
5109 Summerbrook Drive
Colleyville, TX 76034


DEPRIEST EVANGELISTIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Depriest Evangelistic Baptist Church & Ministry Inc.
        5609 East Mount Houston Road
        Houston, Texas 77093

Bankruptcy Case No.: 05-44236

Chapter 11 Petition Date: September 5, 2005

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Nelson M Jones, III, Esq.
                  Nicholas & Jones L.L.P.
                  440 Louisiana, Suite 475
                  Houston, Texas 77002
                  Tel: (713) 224-5323
                  Fax: (713) 224-8525

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

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


DIRECT RESPONSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Direct Response Communications
        dba DRC, Inc
        dba DRMR, Inc
        1050 South State College Boulevard
        Fullerton, California 92831

Bankruptcy Case No.: 05-16316

Type of Business: The Debtor offers telecommunications
                  installation and construction management
                  services.

Chapter 11 Petition Date: September 6, 2005

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: J. Scott Williams, Esq.
                  Best, Best & Krieger LLP
                  5 Park Plaza, Suite 1500
                  Irvine, California 92614
                  Tel: (949) 263-6566

Total Assets: $220,000

Total Debts:  $3,071,108

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sbc Services                  Trade debt                $250,000
530 McCullough Avenue
Room 2-4-05
San Antonio, TX 78215

Ingram Micro                  Trade debt                $215,693
1600 East Street Andrew Place
Santa Ana, CA 92705-4926

Lucent Technologies           Trade debt                $165,315
1235 Old Alpharetta Road
Alpharetta, GA 30005

Pinnacle                      Trade debt                $132,649

Sprint                        Trade debt                $119,398

Cherokee                      Trade debt                $108,619

Westek                        Trade debt                 $92,512

Power & Telephone Supply Co.  Trade debt                 $76,532

Anixter                       Trade debt                 $27,809

Coast Energy                  Trade debt                 $25,000

Bank of America               Trade debt                 $18,831

Millie Panama                 Trade debt                 $11,539

TSI of Florida                Trade debt                 $10,000

Dell                          Trade debt                 $10,000

Daniel J. Stoff               Trade debt                  $9,600

Advanta                       Trade debt                  $8,647

ANET                          Trade debt                  $7,500

Robert T. Muela               Trade debt                  $5,280

Capital One                   Trade debt                  $5,247

Daniel Rodriguez                                          $4,560


DIRECTED ELECTRONICS: Planned IPO Prompts S&P to Hold B+ Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Vista, California-based Directed Electronics
Inc., following the company's announcement that it intends to make
an initial public offering of shares of common stock in the
company.  At the same time, Standard & Poor's affirmed its 'B+'
bank loan and its recovery rating of '3' on Directed Electronics'
first-priority senior secured credit facilities.

"Standard & Poor's rating affirmation assumes that proceeds from
this stock offering will be used to prepay the company's unrated
$37 million senior subordinated notes and its unrated $37 million
junior subordinated notes," said Standard & Poor's credit analyst
Nancy C. Messer.  Additional funds from the offering will be used
to terminate a management agreement with unrated Trivest Partners
LP, which bought a controlling stake in Directed in 1999 and will
remain a shareholder.  Directed Electronics had total balance
sheet debt of $234 million at June 30, 2005.  The outlook is
stable.

Following the proposed stock transaction, Directed Electronics'
credit protection measures will remain aggressive though
materially improved from the level at June 30, 2005, when lease-
adjusted total debt to EBITDA was near 6x and funds from
operations to adjusted total debt was 8%.  S&P estimates that
lease-adjusted leverage will approach 4x following the repayment
of the subordinated debt, in line with expectations for the
rating.  The ratings on Directed Electronics reflect the company's
aggressive leverage and vulnerable business profile.

Directed Electronics is the world's largest designer and marketer
of consumer-branded, professionally installed electronic
automotive vehicle security and convenience systems.  Business
risks for Directed arise from exposure to:

   * highly competitive end markets;

   * dependence on continuous technological development needed to
     refresh product offerings;

   * a concentrated supplier base;

   * a modest revenue and asset base that make the company quite
     vulnerable to swings in demand; and

   * a relatively narrow line of product offerings.

In September 2004, Directed acquired Definitive Technology LLP,
which gives Directed a significant position in the premium home
audio market.  Sales, including Definitive, are derived about:

   * 45% from auto security products;
   * 20% from auto convenience;
   * 25% from audio (auto and home); and
   * 10% from auto video.

Mitigating these concerns are:

   * Directed Electronics' position as the largest participant in
     the consumer auto security market;

   * strong brand names;

   * good customer diversity; and

   * extensive distribution network.

Also, the mobile electronics market for security and convenience
products is expected to expand at a rate exceeding GDP for the
foreseeable future.


DIVERSIFIED CORPORATE: Gets NASD OK to Trade on OTC Bulletin Board
------------------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Bulletin Board: HIRD)
received clearance from the NASD to commence trading on the OTC
Bulletin Board.

"This is an important milestone in the Company's ongoing efforts
to create value for the shareholders and to increase both vendor
and employee confidence in the Company's prospects for the
future," said J. Michael Moore, Chief Executive Officer and
Chairman of the Board for Diversified Corporate Resources, Inc.

                           About NASD

As the world's leading private-sector provider of financial
regulatory services, NASD oversees the activities of more than
5,165 brokerage firms, approximately 103,305 branch offices and
more than 661,965 registered securities representatives.  In
addition, it provides outsourced regulatory products and services
to a number of stock markets and exchanges.

                   About Diversified Corporate

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

As of June 30, 2005, Diversified Corporate's equity deficit
widened to $3,716,000, from a $1,899,000 deficit at Dec. 31, 2004.


EXIDE TECH: President & CEO Acquires 30,000 Shares of Common Stock
------------------------------------------------------------------
In separate filings with the Securities and Exchange Commission
dated Sept. 1, 2005, 15 officers of Exide Technologies disclosed
that they recently acquired shares of common stock in the company:

                                    No. of     Total Amount
                                    Shares     of Securities
Officer         Designation        Acquired     Now Owned
--------        -----------        --------   -------------
Bregman,        President-Ind.      3,000        3,000
Mitchell S.     Energy Americas

Bright,         President--Ind.     3,000        3,000
Neil            Energy Europe

Dappolonia,     Director            1,264        1,264
Michael R.

Demetree,       Director            1,338        1,338
Mark C.

Gargaro,        Chief Financial    10,000       10,000
J. Timothy      Officer

Harvie,         VP Corporate        3,500        3,500
Ian             Controller

Jones,          Executive VP        6,700        6,700
George S. Jr.   Human Resources

Kupinsky,       Secretary,          7,000        7,000
Stuart          General Counsel

Martineau,      Director            1,264        6,264
Phillip M.

Oleary,         President          12,303       17,303
Edward J.       Transportation      5,000
                 Americas

Reilly,         Director            1,264        1,264
John Paul

Ressner,        Director            1,264        1,264
Michael P.

Reverchon,      President           1,500        4,500
Rodolphe        Transportation      3,000
                 Europe

Ulsh,           President          30,000       30,090
Gordon A.       and CEO

York,           Director            1,554       11,554
Jerome B.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 70;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

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

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


FRONTIER INSURANCE: Court OKs Baker & Hostetler as Bankr. Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Frontier Insurance Group, Inc.'s employment of Baker &
Hostetler LLP as its bankruptcy counsel.

As previously reported in the Troubled Company Reporter on
July 11, 2005, Edward L. Ripley, Esq., a Partner at Baker &
Hostetler, is one of the Debtor's lead attorneys.  Mr. Ripley
discloses that his Firm received a $50,000 retainer.

Mr. Ripley reports Baker & Hostetler's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $230 - $675
      Associates           $150 - $385
      Paralegals            $80 - $205

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


FRONTIER INSURANCE: Hires Graves & Satterlee to Litigate E&Y Suit
-----------------------------------------------------------------
Frontier Insurance Group, Inc., asks the Honorable C. G. Morris of
the U.S. Bankruptcy Court for the Southern District of New York
for permission to employ:

   -- Graves, Dougherty, Hearon & Moody, PC, as its lead special
      litigation counsel; and

   -- Satterlee Stephens Burke & Burke LLP as its local special
      litigation counsel.

Established in 1946, Graves Dougherty Hearon & Moody --
http://www.gdhm.com/-- is a full-service law firm with a variety
of areas of specialty.

Satterlee Stephens Burke & Burke LLP -- http://www.ssbb.com/-- is
a mid-sized law firm providing a comprehensive range of services
to the business community, to public and private institutions, and
to individuals.

                         E&Y Litigation

The Debtor is pursuing litigation against Ernst & Young
arising out of E&Y's alleged malpractice in connection with the
determination of the adequacy of Frontier Insurance Company's loss
reserves resulting in substantial net losses for the Debtor.  This
litigation was commenced in 2003 in the prepetition lawsuit
captioned, Frontier Insurance Group, Inc. v. Ernst & Young, LLP,
previously Case No. 601461/03, in the Supreme Court of New York,
County of New York.

The litigation has since been consolidated with another action and
transferred to the Supreme Court of New York, County of Sullivan
as Case No. 1060/03, Gregory V. Serio, Superintendent of Insurance
of the State of New York, as Rehabilitator of Frontier Insurance
Company and Frontier Insurance Group, Inc. v. Ernst & Young, LLP.

As part of the prepetition auditing and consulting actuarial
services that E&Y provided to the Debtor and to FIC, E&Y
determined and recommended ranges for FIC's claims reserves.  E&Y
also issued formal opinions on the adequacy of FIC's reserves for
filing with state insurance regulators.

The Debtor bolstered FIC's financial position by making
contributions to FIC's surplus for $60 million in 1998 and
$80 million in 1999.

The Debtor voluntarily provided these capital contributions to FIC
because it believed that FIC's existing insurance business was
salvageable.  The Debtor later determined, however, that
FIC's reserve deficiencies were far greater than had been
disclosed by E&Y.

The Debtor contends that E&Y was negligent in the performance of
its actuarial analysis, recommendations, and opinions in not
disclosing the much larger deficiencies in FIC's reserves.  The
Debtor's voluntary contributions to FIC's surplus were quickly
lost when FIC's business failed, and FIC went into rehabilitation
under the supervision of the New York State Department of
Insurance.

Had the Debtor been properly informed of the true extent of FIC's
reserve deficiencies, the Debtor would not have made the very
large contributions to FIC's surplus in 1998 and 1999.

The Debtor seeks to recover its loss of these contributions as
damages from E&Y.  The E&Y Litigation is fact sensitive and
dependent on some of the Debtor's employees' institutional
knowledge.  Accordingly, the E&Y Litigation is a very valuable
asset of the Debtor's estate, which the Debtor seeks to preserve
through the chapter 11 process, with continued access to and
cooperation from its current employees.

Moreover, the Debtor and certain of its subsidiaries filed a
consolidated federal income tax return and have generated net
operating loss carry forwards -- NOLs -- as a result of the Debtor
Group's decline in business.  Although the value of the NOLs is
undetermined because the Debtor has not had access to certain
financial information of members of the Debtor Group which are
involved in state rehabilitation proceedings the Debtor believes
that the NOLs are valuable assets of its estate.

The Debtor wants to employ Graves and Satterlee to litigate the
E&Y Action and to interact and coordinate with the Debtor's
bankruptcy counsel concerning the E&Y Litigation and any actions
related to it.  Both Graves and Satterlee have obtained valuable
knowledge of the Debtor's business and its claims against E&Y
through their prepetition representation of the Debtor in the E&Y
Litigation.

The Debtor believes Graves and Satterlee are well qualified and
uniquely able to represent the Debtor's interests as its special
counsel.  They will make sure that any other professionals
retained by the Debtor will not duplicate their services.

John J. McKetta, III, Esq., a shareholder at Graves, Dougherty,
Hearon & Moody, PC, discloses that the Firm's fees are contingent
upon the outcome of the E&Y Litigation.  The Firm will receive:

   -- 33-1/3% or one-third of the first $20 million,

   -- plus 25% or one-fourth of all proceeds between $20 million
      and $50 million, and

   -- plus 16-2/3% or one-sixth of all proceeds above $50 million.

Additionally, Graves has been paid $150,000 of an agreed $200,000
retainer against future expenses incurred by the Firm in
connection with the E&Y litigation.

John J. Coster, III, Esq., a member at Satterlee Stephens Burke &
Burke LLP, discloses that the Firm received $15,265.03 from the
Debtor for services rendered and expenses incurred.  The hourly
rates of professionals to be engaged are:

      Professional                     Hourly Rate
      ------------                     -----------
      James J. Coster, Esq.                $415
      Benjamin Means, Esq.                 $245

The Debtor believes that Graves, Dougherty, Hearon & Moody, PC,
and Satterlee Stephens Burke & Burke LLP are disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Objections to the employment of Graves & Satterlee, if any, must
be submitted on or before 4:00 p.m. on Sept. 16, 2005.  Judge
Morris set the hearing at 12:00 noon on Sept. 20, 2005.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


FRONTIER INSURANCE: Court Okays Open-Ended Lease Decision Period
----------------------------------------------------------------
Frontier Insurance Group, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to extend the time within which it must decide to assume,
assume and assign or reject unexpired nonresidential real property
leases through and including the date a chapter 11 plan of
reorganization is confirmed.

Matthew H. Charity, Esq., at Baker & Hostetler, LLP, in New York,
tells the Court that the Leases are valuable to the Debtor's
future operations and plan of reorganization.  However, until the
Debtor finalizes its plan of reorganization, it cannot determine
which of the Leases to assume and which to reject.

The Debtor has begun a preliminary review of the Leases and begun
discussions with stakeholders over a plan of reorganization, which
the Debtor expects to file as soon as practicable.

Mr. Charity assures the Court that the Debtor is current in its
postpetition rent obligations under the Leases.  Therefore, the
landlords will not be prejudiced by an extension of the lease
decision period.

A full-text copy of Frontier Insurance Group, Inc.'s List of
unexpired nonresidential real property leases is available for
free at http://ResearchArchives.com/t/s?15b

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


GARDEN STATE: Can Access Lenders' Cash Collateral Until Sept. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Garden State MRI Corporation to use its cash collateral
securing repayment of loans to its secured lenders.

The Debtor will use the encumbered fund to continue its operations
while in chapter 11.  Without access to the encumbered funds, the
Debtor says, its estate will suffer irreparable harm.  Moreover,
Garden State's patients will be left without care and its assets
will be liquidated.

                    Prepetition Indebtedness

Newfield's Claim

Newfield National Bank filed financing statements to perfect a
lien asserted against all of the Debtor's assets, including its
accounts receivable, on April 28 and Dec. 8, 1998.  However, the
Bank has not timely filed an extension as required by N.J.S.A.
12A:9-515.  Because of this, the Debtor contests the Bank's
$186,000 claim.

U.S. Bank N.A.'s Claim

The Debtor owes $6,000,000 to U.S. Bank, as assignee of DVI F.S.
The Bank asserts a first priority lien on all of the Debtor's
equipment fixtures, contract rights and computer equipment.

Garden State estimates that the market value of the Bank's
collateral is $800,000, with a liquidation value of $400,000.

Golenstaneh Entities

The Debtor owes $6,400,000 to the Golestaneh Entities.  These
lenders have a first priority lien on Garden State's accounts
receivable, negotiable instruments and all other assets not
encumbered by U.S. Bank's liens, and a second priority lien on
assets encumbered by the Bank's liens.

The Debtor discloses that its accounts receivable total
$2,820,000, of which only $850,000 is collectible because insurers
refuse to pay the full amount of their insureds' bills.

The Debtor has filed a complaint against the Golestaneh Entities
alleging that the liens and guaranty were fraudulent transfers
because Garden State didn't receive reasonably equivalent value in
exchange for granting the security interests.

                       Adequate Protection

To provide the lenders with adequate protection required under
Sec. 363 of the U.S. Bankruptcy Code for any diminution in the
value of its collateral, the Debtor grants U.S. Bank and the
Golestaneh Entities replacement liens to the same extent, validity
and priority as their prepetition liens.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GARDEN STATE: Has Until November 7 to Decide on Office Lease
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
until November 7, 2005, Garden State MRI Corporation's period
within which it can elect to assume, assume and assign, or reject
its unexpired office lease located in Vineyard, New Jersey.

The Debtor doesn't want to make a premature decision about
assumption or rejection of its office lease.  Premature
assumption might burden the Debtor's estate with unnecessary
administrative costs and premature rejection of the lease could
cause the Debtor to forfeit a valuable asset.

Further, premature rejection of the lease could also result in an
early shutdown of its business, which would likely require the
Debtor to sell its equipment at reduced prices and further reduce
the value of the Debtor's estate.  Shutting down its business
would also leave the Debtor's patients without the medical
services they require.

The Debtor disclosed that its landlord is in State Court
receivership and the Receiver is considering subdividing the
property and selling the location to the Debtor.  Garden State has
yet to fully analyze the potential of a purchase versus its lease.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute, --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GOLDSTAR EMERGENCY: Robert Massey Buys Four Helicopters for $400K
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, approved the sale of four of Goldstar Emergency
Services, Inc., and its debtor-affiliates' emergency medical
helicopters to Robert Massey for $400,000.

The Debtors' emergency air operation has discontinued operations
making the helicopters unnecessary in their reorganization.
Wachovia Bank, N.A., will get the proceeds from the sale, as a
lienholder on Goldstar's helicopters,

The helicopters are Messerschmidt Boelkow Blohm BO-105.  Three
are more than 20 years old, and two are not operational.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GOLDSTAR EMERGENCY: First Insurance Finances Premium Payment
------------------------------------------------------------
Goldstar Emergency Services, Inc., and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, to enter into
financing agreement with First Insurance Funding Corp. to pay
their insurance policies provided by USI Southwest.

The Debtors have obtained new policies to reflect the reduction of
their operations caused by the decrease of Medicare's payment as a
result of its prepayment review process.  The annual cost of the
new policies is $332,963.

The financing agreement requires the Debtors to pay a $73,591
downpayment and the balance payable in seven monthly installments
of $29,514.

Without the funding assistance from FIFC, the Debtors stand to
lose their businesses because having adequate insurance coverage
is a prerequisite to their operations.

To protect FIFC's interest, the Debtors grant the financier a
first priority security interest in the policies, including,
unearned premiums and dividends.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


G0LDSTAR EMERGENCY: Wants to Walk Away from 16 Burdensome Leases
----------------------------------------------------------------
Goldstar Emergency Medical Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Southern District
of Texas, Houston Division, for authority to reject 16 unexpired
leases of nonresidential property.

A full-text copy of the rejected leases is available for free at
http://bankrupt.com/misc/Goldstar-Rejected-Leases.pdf

Subsequent to their bankruptcy filings, the Debtors ceased
operations in several locations.  The leased premises were then
vacated.

The Debtors determined that these leases are no longer necessary
to their restructuring and will become burdensome to the estates
if not rejected.

Headquartered in Houston, Texas, Goldstar Emergency Medical
Services, Inc., aka Goldstar EMS -- http://www.goldstarems.com/
-- is one of the largest providers of emergency medical services
in Texas with over 120,000 ambulance responses annually.  Goldstar
filed for chapter 11 protection on April 25, 2005 (Bankr. S.D.
Tex. Case No. 05-36446).  Goldstar staffs Mobile Intensive Care
capable ambulances, which are supplied and stocked with the most
technologically advanced equipment available such as automatic
vehicle locators, electronic data collection devices, Zoll
Biphasic M series monitors and a host of other premier medical
products.  Edward L Rothberg, Esq., and Melissa Anne Haselden,
Esq., at Weycer Kaplan Pulaski & Zuber represent the Debtor in its
restructuring efforts.  When the Company filed for chapter 11
protection, it estimated between $10 million to $50 million in
total assets and debts.


GSI GROUP: Richard M. Christman Replaces William Branch as CEO
--------------------------------------------------------------
The GSI Group reported the appointment of Richard M. Christman as
chief executive officer.  With more than 30 years of global
experience, Mr. Christman brings an extensive background of
successful leadership in the agricultural industry.  He replaces
William Branch who joined the firm as Chairman and interim CEO in
May, when GSI was acquired by Charlesbank Capital Partners, a
Boston-based private equity firm.

"We are extremely pleased to welcome Richard to GSI as we continue
to build and expand our operations," said Mr. Branch, who remains
the chairman of the company.  "Richard brings a wealth of
knowledge and experience in the agricultural industry and an
impressive leadership track record.  His talent and drive will be
valuable assets to GSI."

Kim Davis, managing director of Charlesbank Capital Partners,
said, "We are excited by the opportunity to combine Richard's
leadership and global agricultural experience, with the superb
execution skills of the existing GSI management team.  We believe
he is ideally suited to help us continue to achieve profit
performance targets, expand our presence globally and address new
business opportunities.  We look forward to the strong continued
growth of GSI under his direction."

Prior to joining GSI, Mr. Christman spent more than 30 years at
Case Corporation and its successor company CNH, a global leader in
construction and agricultural equipment.  His recent leadership
positions there include serving as president of multi-billion
dollar operating units.  He also served on the Board of Directors
of the Association of Equipment Manufacturers.

Mr. Christman holds a bachelor's degree in mechanical engineering
from Rose Hulman Institute of Technology and an MBA from the
University of Michigan.

"GSI has built a wonderful reputation helping its customers become
more successful by the delivery of high-quality products for more
than 30 years," said Mr. Christman.  "I am delighted to assume the
position of CEO at a time when GSI is both leading the industry
and clearly poised for still greater success.  I look forward to
working with Bill Branch and the entire management team to
accelerate growth and help forge an even stronger future for this
fine company."

Based in Assumption, Illinois, GSI is one of the largest global
manufacturers of grain storage bins and related drying and
handling systems, as well as capital equipment for swine and
poultry producers.  GSI markets its products in approximately 75
countries through a network of more than 2,500 independent dealers
to grain, protein producers and large commercial businesses.  In
May 2005, GSI was acquired by Charlesbank Capital Partners, a
Boston-based private equity firm known for partnering with
experienced management teams to grow fundamentally strong
businesses.

                         *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GSI Group Inc.  At the same time, Standard &
Poor's assigned its 'B-' senior secured rating to the proposed
$125 million senior unsecured notes due in 2013, issued to redeem
GSI's existing senior subordinated notes and other debt. GSI is
the primary operating company.  All of the company's subsidiaries
will be designated restricted subsidiaries.  S&P says the outlook
is stable.

As reported in the Troubled Company Reporter on May 2, 2005,
Moody's Investors Service has assigned a B3 rating to the
proposed senior notes of The GSI Group, Inc., which will
be used to refinance existing indebtedness in connection with
the company's pending acquisition by GSI Holdings Corp. (an
affiliate of Charlesbank Capital Partners, LLC).  In addition,
Moody's has affirmed GSI's existing ratings, including its B2
senior implied rating, and assigned a speculative grade
liquidity rating of SGL-2.  Approximately $125 Million of rated
debt is affected.  Moody's says the rating outlook is stable.

These ratings were assigned:

   * $125 million senior notes due 2013, at B3;
   * Speculative grade liquidity rating, at SGL-2.

These ratings were affirmed:

   * Senior implied, at B2;
   * $100 million senior subordinated notes, at Caa1;
   * Senior unsecured issuer rating, at B3.


GT BRANDS: Court Approves Asset Sale to Gaiam Inc. for $40 Million
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved GT Brands Holdings LLC, and its debtor-affiliates'
request to sell substantially all of their assets free and clear
of all liens, claims and encumbrances to Gaiam, Inc.

The Court approved the sale transaction and all the terms and
conditions of the Assets Purchase Agreement on Aug. 31, 2005.

The Debtors and Gaiam Inc. entered into an Asset Purchase
Agreement on July 8, 2005, calling for the sale of substantially
all of the Debtors' assets to Gaiam for $40 million.  Under that
Agreement, the Debtors will assume and assign executory contracts
to Gaiam.

The Debtors told the Court that Gaiam Inc. is a good faith
purchaser in accordance with Sec. 363(m) of the U.S. Bankruptcy
Code.

The Court ruled that Gaiam submitted the highest and best bid for
the purchase of the Sale Assets pursuant to the terms and
conditions of the Purchase Agreement.

The Court orders that the automatic stay provisions of Sec. 362 of
the Bankruptcy Code are vacated and modified to the extent
necessary to implement the terms and conditions of the
Purchase Agreement and the provisions of its Sale Order.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


HIRSH INDUSTRIES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Hirsh Industries, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Indiana disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 $7,629,820
   B. Personal Property            $49,691,854
   C. Property Claimed
      As Exempt
   D. Creditor Holding                             $78,396,211
      Secured Claim
   E. Creditors Holding Unsecured
      Priority Claims
   F. Creditors Holding Unsecured                   $8,596,087
      Nonpriority Claims
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------     -----------
      Total                        $57,321,674     $86,992,298

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HIRSH INDUSTRIES: Committee Wants Navigant as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Hirsh
Industries, Inc., and its debtor-affiliates' chapter 11 cases ask
the U.S. Bankruptcy Court for the Southern District of Indiana in
Indianapolis for permission to employ Navigant Capital Advisors,
LLC, and its parent company, Navigant Consulting, Inc., as its
financial advisor.

Navigant will:

    (a) evaluate the assertions of the Debtor and its legal
        counsel that unsecured creditors in this case should not
        receive any dividend or distribution with respect to their
        prepetition claims;

    (b) review and evaluate the Debtor and its affiliated
        companies' corporate structure;

    (c) give an enterprise valuation;

    (d) review and evaluate the claims of secured creditors and
        their collateral;

    (e) review and evaluate the Debtors' current financial
        operations, and proposed postpetition financing;

    (f) evaluate any proposed Plan of Reorganization, and possible
        options and alternatives with respect to the Plan; and

    (g) investigate potential causes of action relating to insider
        transactions and equitable subordination or
        re-characterization of alleged secured debt.

Kenneth J. Malek, Managing Director at Navigant, tells the Court
that he will bill $595 per hour for his services.  Mr. Malek
disclosed that the Firm's professional's bill:

       Professional           Designation          Hourly Rate
       ------------           -----------          -----------
       Steven Lucado          Director                $435
       Robert Remian          Director                $425

Mr. Malek also disclosed that analysts, associates, consultants
and senior consultants will bill between $145 to $250 per hour.
Mr. Malek tells the court that personnel with lower billing rates
will bill a blended hourly rate of $280.

To the best of the Committee's knowledge, the Firm does not hold
any interest adverse to the Debtors or their estates.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HIRSH INDUSTRIES: Gabriel Reilly-Bates Withdraws as Counsel
-----------------------------------------------------------
The Honorable Anthony J. Metz III of the U.S. Bankruptcy Court for
the Southern District of Indiana in Indianapolis granted Gabriel
Reilly-Bates, Esq.'s request for leave to withdraw his appearance
in Hirsh Industries, Inc., and its debtor affiliates' chapter 11
proceedings.

Mr. Reilly-Bates tells the court that he will be leaving the law
firm of Jenner & Block LLP and will no longer be discharging work
related to the Debtors' cases.

As reported in the Troubled Company Reporter on July 11, 2005, the
Debtors asked the court for permission to employ Jenner Block as
their general bankruptcy counsel.  Mr. Reilly-Bates was one of the
professionals assigned to the case.  The court approved the Jenner
& Block application on Aug. 5, 2005.

Jenner & Block assured the Court that Mr. Reilly-Bates' withdrawal
will not have a material adverse effect on the interests of the
Debtors since the firm will continue to represent the Company.

Headquartered in Des Moines, Iowa, Hirsh Industries, Inc.,
manufactures storage and organizational products.  Hirsh
Industries' products include metal filing cabinets, metal
shelving, wooden ready-to-assemble organizers and workshop
accessories and retail store fixtures.  The Company and two
affiliates filed for chapter 11 protection on July 6, 2005 (Bankr.
S.D. Ind. Case Nos. 05-12743 through 05-12745).  Paul V.
Possinger, Esq., at Jenner & Block LLP represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated between $1 million
to $10 million in assets and between $50 million to $100 million
in debts.


HOLLYWOOD THEATERS: S&P Places B Corporate Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that, in light of a steep
drop in movie theater attendance in the current year, it has
placed its ratings on Hollywood Theaters Inc. (B/Watch Neg/--) on
CreditWatch with negative implications.

"Attendance drops are especially damaging to movie exhibitors
because they curtail not only ticket collection revenue but also
high-margin concession sales," said Standard & Poor's credit
analyst Steve Wilkinson.  Concession sales can generate 40%-50% of
the gross profit collected from moviegoers despite representing
only 25%-30% of sales.

Movie attendance in the U.S. plunged 17% in the second quarter and
declines have persisted through the end of August, resulting in
sharply lower EBITDA and discretionary cash flow, and strained
credit measures for U.S. theater chains.  Although 2004 attendance
levels were strong and moviegoing can fluctuate based on the
appeal of movies in release, it is not clear if recent doldrums
suggest other factors at work.  Reduced consumer spending as a
result of high energy costs, economic uncertainty, and consumer
frustration with rising ticket prices and in-theater advertising
may play a role.

Additional factors may include:

   * the greater availability of pirated movie downloads;
   * increased video on demand of recently released films; and
   * a DVD market saturated with both feature films and TV series.

"What is clear is that the current environment has put pressure on
the credit profiles of the rated exhibitors. This is especially
true for companies with limited liquidity or aggressive capital
spending plans," said Mr. Wilkinson.

The negative CreditWatch listing for Hollywood Theaters, which is
analyzed on a consolidated basis with its parent company,
Hollywood Theater Holdings Inc., reflects concern about its
liquidity as a result of its slim margin of compliance with its
bank financial covenants at second-quarter end, and the pending
tightening of certain financial tests at the end of the third
quarter.  Maintaining revolving credit borrowing access is
important in light of the company's weak discretionary cash flow,
which was slightly negative in the 12 months ended June 30, 2005,
and its elevated spending for theater expansion.  The CreditWatch
listing will be resolved following a review of the company's
ability to get meaningful covenant relief that will absorb the
potential for continuing weak attendance levels.


INDIANA CERAMICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Indiana Ceramics, Inc.
        fka Peerless Pottery, Inc.
        P.O. Box 145
        Rockport, Indiana 47635-0145

Bankruptcy Case No.: 05-72184

Type of Business: The Debtor offers a complete line of both
                  residential and commercial vitreous china
                  bathroom fixtures consisting of toilets,
                  lavatories and urinals.  See
                  http://www.peerlesspottery.com/

Chapter 11 Petition Date: September 6, 2005

Court: Southern District of Indiana (Evansville)

Debtor's Counsel: Marilyn Ratliff, Esq.
                  123 Northwest 4th Street, Suite 304
                  Evansville, Indiana 47708
                  Tel: (812) 434-4918
                  Fax: (812) 424-3526

Total Assets: $4,895,512

Total Debts:  $1,713,797

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Old National Trust            Benefits                  $426,911
P.O. Box 207                  contributions
Evansville, IN 47702-0207

Coast Foundry & Mfg. Co.      Trade debt                $128,050
P.O. Box 1788
Pomona, CA 91767

Agents for Dallas Mavis       Shipping expenses          $57,988
Dept. 77-4939
Chicago, IL 60678-4939

Noble Energy Marketing, Inc.  Trade debt                 $55,082

Stone Container Corporation   Trade debt                 $47,191

Constellation New Energy/     Trade debt                 $46,557
Gas Div.

Advantage Staffing, Inc.      Personnel expenses         $38,950

Elka Sales and Supplies Ltd.  Trade debt                 $31,785

Peerless Sales Co.            Contract Debt              $27,683

Three Rivers Trucking, Inc.   Shipping expenses          $26,972

Olsonite                      Trade debt                 $23,186

The Feldspar Corporation      Trade debt                 $22,651

Doyle Sims & Sons Trucking    Shipping expenses          $21,011
Inc.

Perl Pigments, LLC            Trade debt                 $19,320

Liberty Mutual Insurance      Insurance                  $18,826
Group

B & J Sanitation              Trade debt                 $17,713

Unimin Corporation            Trade debt                 $16,967

Fusion Ceramics               Trade debt                 $16,114

Central Transport Int'l,      Shipping expenses          $14,114
Inc.

Saint-Gobain Ceramics         Trade debt                 $13,958


KARSAN HOSPITALITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Karsan Hospitality Services, L.L.C.
        dba Comfort Inn-Hobby Airport
        9000 Airport Boulevard
        Houston, Texas 77061

Bankruptcy Case No.: 05-44074

Type of Business: The Debtor operates a hotel located in
                  Houston, Texas.  See http://www.comfortinn.com/

Chapter 11 Petition Date: September 2, 2005

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Aaron Keiter, Esq.
                  The Keiter Law Firm, P.C.
                  4545 Mt. Vernon
                  Houston, Texas 77006-5815
                  Tel: (713) 706-3636
                  Fax: (713) 706-3622

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KMART CORP: Cecilia Lopez Wants to File Late Personal Injury Claim
------------------------------------------------------------------
Cecilia Lopez asks the U.S. Bankruptcy Court for the Northern
District of Illinois for leave to file a late personal injury
claim.  She sustained injuries at a Kmart store in San Bernardino
County, California, on August 17, 2002.

Ms. Lopez filed a lawsuit in the Superior Court of California, for
the County of San Bernardino-Victorville District.

Patrick T. Nichols, Esq., in Victorville, California, tells Judge
Sonderby that he was not able to receive, on Ms. Lopez's behalf, a
timely notice of the Administrative Bar Date.  According to Mr.
Nichols, occasional misdirected mail in his office building is not
common.

Ms. Lopez wants to proceed with her lawsuit in California to the
extent of any available insurance coverage and participate in any
distributions of Kmart's estate.

                           Kmart Objects

Kmart objects to Ms. Lopez's request on grounds that Mr. Nichols
was timely served with the notice of the Administrative Bar Date.

Kmart asserts that Ms. Lopez failed to make an adequate showing of
a lack of notice during the relevant notice period, which was
provided twice in May 2003.

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)


LONE STAR: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lone Star Lodging, Inc.
        dba Ramada Inn
        fdba Days Inn
        402 East Palace Parkway
        Grand Prairie, Texas 75050

Bankruptcy Case No.: 05-80344

Type of Business: The Debtor is a Ramada Inn franchisee.

Chapter 11 Petition Date: September 6, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Arthur I. Ungerman, Esq.
                  One Glen Lakes Tower
                  8140 Walnut Hill Lane, No. 301
                  Dallas, Texas 75231
                  Tel: (972) 239-9055
                  Fax: (972) 239-9886

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Known Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
   Attorney General of Texas                      Unknown
   Bankruptcy Division
   P.O. Box 12548
   Austin, TX 78711

   Bipinbhai J. Patel                             Unknown
   3911 East Highway 80
   Mesquite, TX 75150

   City of Grand Prairie Water Utilities          Unknown
   P.O. Box 650063
   Dallas, TX 75266-0739

   Colson Services                                Unknown
   James E. Guinn Complex
   1150 South Fairway, Suite 215
   Fort Worth, TX 76104

   Comptroller of Public Accounts                 Unknown
   Rev Accounting Division
   Bankruptcy Section
   P.O. Box 13528
   Austin, TX 78711

   Day's Inn Worldwide                            Unknown
   Financial Service Department
   P.O. Box 360536
   Pittsburgh, PA 15251-6536

   DFW Motel Supply & Textile Inc.                Unknown
   4220 Shilling Way
   Dallas, TX 75237

   Hasmukhbhal B. Patel                           Unknown
   1017 East Rochelle Boulevard
   Irving, TX 75062

   Internal Revenue Service                       Unknown
   Mail Code DAL-5020
   1100 Commerce Street
   Dallas, TX 75242

   Logix Communication                            Unknown
   P.O. Box 3608
   Houston, TX 77253-3608

   M Power Retail Energy Inc.                     Unknown
   1221 McKenny Street, Suite 300
   Houston, TX 77253-3608

   Mahendrabhal B. Patel                          Unknown
   1102 Texas Street
   Lewisville, TX 75057

   Marketing Resources, Inc.                      Unknown
   31033 Cherokee Drive
   Muskogee, OK 74403

   Nitin Patel                                    Unknown
   1215 Seabury Court
   Katy, TX 77494

   Premium Assignment Corp.                       Unknown
   P.O. Box 3100
   Tallahassee, FL 32315-3100

   Ratilal Patel                                  Unknown
   402 Palace Parkway #228
   Grand Prairie, TX 75050

   Sunilbhal M. Patel                             Unknown
   982 Leguna Drive
   Coppell, TX 75019

   Texas Workforce Commission                     Unknown
   101 East 15th Street
   Austin, TX 78778

   US Attorney                                    Unknown
   Main & Justice Building
   10th & Pennsylvania NW
   Washington, DC 20530

   Wachovia Commerical Mortgage, Inc.             Unknown
   1620 East Roseville Street, Suite 100
   Roseville, CA 95651

   Xspedius Communications                        Unknown
   8115 Innovation Way
   Chicago, IL 60682-0081


MARCO WOOD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Marco Wood Products, Inc.
             aka Handy Home Products
             aka Backyard Buildings & More
             6400 East Eleven Mile Road
             Warren, Michigan 48091

Bankruptcy Case No.: 05-68820

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Backyard Buildings, Inc.                   05-68824
      Heartland Industries, Inc.                 05-68825

Type of Business: The Debtor is America's leading provider of
                  ready-to-assemble wooden storage and
                  recreational building kits.  See
                  http://www.handyhome.com/

Chapter 11 Petition Date: September 6, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: I. William Cohen, Esq.
                  Pepper Hamilton, LLP
                  100 Renaissance Center, Suite 3600
                  Detroit, Michigan 48243
                  Tel: (313) 259-7110

                               Total Assets       Total Debts
                               ------------       -----------
Marco Wood Products, Inc.        Unknown             Unknown

Backyard Buildings, Inc.         Unknown             Unknown

Heartland Industries, Inc.       Unknown             Unknown

The Debtors' list of their 20 Largest Unsecured Creditors was not
available at press time.


MCI INC: 11 Officers May Receive $107-Mil. from Verizon Merger
--------------------------------------------------------------
In its definitive proxy statement filed with the Securities and
Exchange Commission on September 1, 2005, MCI Inc., discloses that
its executive officers have financial interests in the proposed
merger between MCI and Verizon Communications, Inc., that are
greater than, and in addition to, the interests of MCI
stockholders.

The MCI Board of Directors was aware of these interests and
considered them in unanimously adopting the MCI-Verizon merger
agreement and approving the merger, Michael D. Capellas, MCI chief
executive officer, reports.

MCI's executive officers participated in agreements and
arrangements, which provide them certain benefits as a result of
the merger:

(A) Capellas' Employment Agreement

    Under Michael D. Capellas' existing employment agreement, if
    his employment were terminated without "cause" or he were to
    terminate his employment for "good reason", he would be
    entitled to:

       * a lump sum payment equal to three times the sum of his
         then-current base salary and then-current target bonus;
         and

       * continued health coverage for 18 months following the
         date of termination.

    In addition, all equity awards then held by Mr. Capellas
    would immediately fully vest.

(B) Employment Agreements with Other Named Executive Officers

    Several of MCI's executive officers have previously entered
    into employment agreements with MCI, including:

       (1) Robert T. Blakely;

       (2) Jonathan Crane;

       (3) Wayne Huyard; and

       (4) Anastasia Kelly.

     The Employment Agreements of the Other Executive Officers
     contain provisions that entitle the executive to termination
     benefits, some of which arise upon a termination without
     "cause" or for "good reason" following a "change in control"
     or within six months prior to and in anticipation of a
     change in control.

Pursuant to the terms of the Employment Agreements, if the
executive's employment were terminated by MCI without cause or by
the executive for good reason within the two-year period
immediately following a change in control, or if the executive's
employment were terminated within six months prior to and in
anticipation of a change in control, the executive will, in lieu
of any other severance benefits, be entitled to these benefits:

   * A lump sum payment equal to two times the executive's then-
     current base salary and then-current target bonus;

   * Continued health coverage for two years following the date
     of termination;

   * A bonus for the year or other performance period in which
     the executive's termination occurs, prorated for the number
     of days worked;

   * All unvested equity awards would immediately vest and any
     restrictions on the disposition of vested stock will lapse;

   * Any deferred compensation will become payable;

   * Any amounts earned under other incentive plans that have not
     vested will vest and become payable; and

   * Two years of service and age credit for vesting and
     eligibility purposes under company retirement or welfare
     programs and other benefit programs.

Following the proposed merger, it is anticipated that each
executive would be entitled to terminate his or her employment for
good reason.

To receive severance benefits, the executive would be required to
release any and all claims he or she may have against MCI.  If
Section 4999 of the Internal Revenue Code were to impose an excise
tax on the executive for any payments or benefits made or provided
under his or her agreement or otherwise, he or she would be
entitled to an additional payment, sufficient to put him or her in
the same after-tax position as if the excise tax were not due.

                  Estimated Value of Interests

The estimated aggregate amount to which MCI executive officers
could be entitled to is $107,483,923:

                                          Est. Add'l
Executive                      Restricted   Payment     Estimated
Officer            Severance     Stock     for Taxes      Total
-------            ---------   ----------  ----------   ---------
Michael Capellas $11,250,000  $18,486,398  $9,427,086 $39,163,484
Pres. & CEO

Wayne Huyard       3,150,000    4,727,354   3,075,859  10,953,213
Pres., U.S.
Sales & Service

Jonathan Crane     2,300,000    3,225,966   1,970,669   7,496,635
EVP, Strategy
& Corp. Dev.

Fred Briggs        2,300,000    3,225,966   1,983,285   7,509,251
Pres., Operations
and Technology

Daniel Crawford    1,480,000    1,695,863           0   3,175,863
Pres., Int'l
Wholesale Markets

Robert Blakely     2,590,000    4,879,150   2,438,394   9,907,544
EVP & CFO

Anastasia Kelly    2,405,000    3,805,051   2,308,257   8,518,308
EVP & Gen. Counsel

Nancy Higgins      1,665,000    2,454,707   1,639,180   5,758,887
EVP, Ethics &
Business Conduct

Daniel Casaccia    1,628,000    2,621,835   1,615,869   5,865,704
EVP-Human Resources

E. Hackenson       1,387,500    1,691,664   1,560,880   4,640,044
EVP & CIO

Grace Trent        1,221,000    1,996,751   1,277,239   4,494,990
Sr. VP, Comm. &
Chief of Staff to
the CEO

MCI discloses that its directors, other than Mr. Capellas, do not
participate in any arrangements that will provide similar benefits
and do not own any options or other equity in MCI, other than
equity they purchase with a portion of their cash compensation for
serving as directors.

A full-text copy of the Definitive Proxy Statement dated Aug. 31,
2005, is available for free at the Securities and Exchange
Commission http://ResearchArchives.com/t/s?159

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on 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.


MCI INC: In Talks to Settle Up to $315 Million of State Tax Claims
------------------------------------------------------------------
The Wall Street Journal reports that MCI, Inc., is in close
negotiations with 15 states for a possible tax settlement of up to
$315 million, citing unnamed sources familiar with the matter.

The States previously alleged that WorldCom underpaid its income
taxes by making its subsidiaries in various states pay out large
royalties to the parent company.  The States claim that
WorldCom's back taxes totals about $750 million.

The resolution of the state tax claims is expected to avoid
Verizon Communication, Inc.'s plan to reduce its purchase price
for the MCI business, Shawn Young of The Journal states.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on 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.


METABOLIFE INT'L: Hires Morrison & Foerster as Corporate Counsel
----------------------------------------------------------------
Metabolife International, Inc., and its subsidiary, Alpine Health
Products, LLC, ask the U.S Bankruptcy Court for the Southern
District of California for authority to hire Morrison & Foerster
LLP as their special corporate counsel.

The Debtors tell the Court that Morrison & Foerster has acted as
their general corporate counsel, including mergers and acquisition
counsel, since August 2003.  The Debtors tell the Bankruptcy Court
that Morrison & Foerster has substantial and unique knowledge of
their businesses that will be very useful and result in
significant cost efficiencies in the anticipated sale of their
assets.

In this engagement, Morrison & Foerster will perform legal
services relating solely to the Debtors' corporate matters,
including acquisition and governance issues and corporate matters
incident to the Debtors' ongoing business that will be necessary
in the Debtors' bankruptcy proceedings.

Morrison & Foerster's attorneys and professionals expected to be
primarily involved in the Debtors' chapter 11 cases and their
hourly rates are:

         Professional                    Hourly Rate
         ------------                    -----------
         Jay de Groot, Esq.                 $560
         Jeannette Filippone, Esq.          $275
         Gina Leong, Paraprofessional       $135

Morrison & Foerster has received an advance retainer of $13,198
for legal services rendered and to be rendered to the Debtors in
these Chapter 11 cases.

The Debtors assure the Bankruptcy Court that Morrison & Foerster
does not hold any interest adverse to the Debtors or their estates
and is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

With more than one thousand lawyers in nineteen offices around the
world, Morrison & Foerster -- http://www.mofo.com/-- offers
clients comprehensive, global legal services in business and
litigation.  The Firm is distinguished by its expertise in
finance, life sciences, and technology, its legendary litigation
skills, and an unrivaled reach across the Pacific Rim,
particularly in Japan and China.  The Firm is among Fortune's 2005
list of Best Companies to Work For, American Lawyer's 2004 "A"
list, and for many years running, Vault survey's #1 law firm for
diversity and the Best Place to Work.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METABOLIFE INT'L: Wants Gordon & Rees as Trademark Counsel
----------------------------------------------------------
Metabolife International, Inc., and its subsidiary, Alpine Health
Products, LLC, ask the U.S Bankruptcy Court for the Southern
District of California for permission to retain the law firm of
Gordon & Rees, LLP, as their trademark counsel.

The Debtors chose Gordon & Rees as their trademark counsel because
of the Firm's extensive experience and knowledge of intellectual
property issues, including federal, state, and international
prosecution, compliance and enforcement requirements.  John L.
Haller, Esq., the lead attorney in this engagement, has acted as
the Debtors' special trademark and intellectual property counsel
for over 10 years.

Gordon & Rees will render legal services relating to maintaining
the Debtors' trademark and other intellectual property rights,
including:

     a) prosecution of state, federal, and international
        trademark, copyrights and patents;

     b) maintaining records and file of applications and
        registrations;

     c) providing representation with respect to oppositions and
        cancellations of trademark applications and registrations
        in Federal and International jurisdictions; and

     d) retaining associates to assist in the prosecution of
        International Applications and Registrations in respective
        countries.

Gordon & Rees' attorneys and professionals expected to be
primarily involved in the Debtors' chapter 11 cases and their
hourly rates are:

        Professional                       Hourly Rate
        ------------                       -----------
        John L. Haller, Esq.                  $350
        Kelly Solomon, Paraprofessional       $175

Gordon & Rees will bill its services and costs to Metabolife, the
parent company. The billings will include costs and fees of
necessary foreign Associates retained to assist in prosecution of
International Applications and Registrations in their respective
countries.  The Debtors estimate unbilled services from the
foreign Associates at $32,400.

A list of the Debtors' pending foreign trademark cases is
available for a fee at http://ResearchArchives.com/t/s?162

The Debtors assure the Bankruptcy Court that Gordon & Rees does
not hold any interest adverse to the Debtors or their estates and
is a "disinterested person" as that term is defined in section
101(14) of the Bankruptcy Code.

Founded in 1974 in San Francisco, Gordon & Rees --
http://www.gordonrees.com/-- has become a dynamic presence in the
West with more than 265 attorneys in nine offices. The Firm's
growth has been fueled by a reputation for success and an
unfailing commitment to excellence.  The Firm's attorneys have
successfully litigated through trial, arbitration and appeal and
enjoy a national reputation for coordinating, managing and trying
multi-party and multi-case litigation.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


METABOLIFE INT'L: Retains Carl Marks as Investment Advisor
----------------------------------------------------------
Metabolife International, Inc., and its subsidiary, Alpine Health
Products, LLC, ask the U.S Bankruptcy Court for the Southern
District of California for permission to employ Carl Marks
Advisory Group, LLC, as their financial and investment banking
advisor.

The Debtors chose Carl Marks because of the Firm's sophisticated
investment banking services in the areas of divestitures, asset
disposal, capital sourcing, debt restructuring and mergers and
acquisitions.  In addition, the Debtors tell the Court that Carl
Marks has the experience to assist them in their efforts to sell
substantially all of their assets.  Carl Marks has been working
with the Debtor since Nov. 2003 and is familiar with the Debtors'
operations, assets and the consumer products industry in general.

In this engagement, Carl Marks will:

    a) review Metabolife's overall business plan, industry
       outlook, competitive position, and major initiatives to
       develop an executive summary or offering memorandum to
       provide to interested proposed purchasers;

    b) develop a comprehensive list of potential acquirers,
       investors and strategic partners and interact with them in
       one or more transactions;

    c) develop a coordinated sales effort, assist in the
       negotiation and structuring of the financial aspects of
       each proposed transaction, submit and discuss with
       Metabolife all interested parties, coordinate the
       negotiation process with Metabolife and its other advisors,
       participate in negotiations, and assist Metabolife in
       effectuating a transaction;

    d) run the complete 363 sale out-of-court process including
       coordinating notices and timing with Metabolife's counsel,
       coordinating the due diligence and data flow to proposed
       bidders and coordinating management presentations of
       Metabolife with potential bidders;

    e) analyze the relative merits of competing transaction
       proposals for Metabolife's evaluation;

    f) assist Metabolife in its other financial restructuring
       activities, including advising Metabolife generally of
       available capital restructuring and financing alternatives
       as well as advising on the adequacy of Metabolife's
       liquidity as it pertains to strategic alternatives;

    g) review the strategic implications for a chapter 11 filing,
       the benefits and risks associated with the proceeding and
       the potential timing of such a filing.

    h) perform other services as required and mutually agreed upon
       by Metabolife and the Firm.

Carl Marks received a $300,000 retainer on June 16, 2005 for
services rendered from May until August 2005.  The Debtors will
also pay the Firm a monthly advisory fee of $75,000 per month.

In the event of a transaction, the Debtors will pay Carl Marks a
success fee equal to $500,000 if sale proceeds are equal or less
than $20.5 million.  For sale proceeds in excess of $20.5 million,
the Firm will receive $500,000 plus:

    a) 15% percent of the sale proceeds between $20.5 million and
       $25.5 million; and

    b) 10% of the sale proceeds over $25.5 million, less the
       aggregate monthly fees from June 2005 and the retainer
       balance.

The Debtors assure the Bankruptcy Court that Carl Marks does not
hold any interest adverse to the Debtors or their estates and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

Carl Marks -- http://www.carlmarks.com/-- through its investment-
banking arm, Carl Marks Capital Advisors LLC, offers sophisticated
financial advisory service to middle market companies with
revenues between $25 million and $1 billion.  With proven results,
CMCA's services include:

    - Mergers and Acquisitions
    - Divestitures and Buyouts
    - Debt and Equity Capital Raising
    - Financial Restructuring - Strategy & Implementation

Carl Marks Consulting Group LLC is one of the nation's leading
corporate revitalization consulting firms. The firm provides high
quality operational and financial advisory services to
underperforming middle market companies and their stakeholders.
Its services include:

    - Business Assessment
    - Interim Management, Crisis Management
    - Revitalization Consulting
    - Restructuring Plan
    - Development & Execution
    - Bankruptcy Advisory Services

A copy of Carl Mark's Retention Agreement is available for a fee
at http://ResearchArchives.com/t/s?161

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MIRANT CORP: Has Until Oct. 5 to Get Court OK on $2.35B Facility
----------------------------------------------------------------
As previously reported, Mirant Corporation and its debtor-
affiliates obtained a $2.35 billion Commitment Letter from J.P.
Morgan Securities Inc., J.P. Morgan Chase Bank, N.A., Deutsche
Bank Securities Inc., Deutsche Bank Trust Company Americas,
Deutsche Bank AG Cayman Islands Branch, and Goldman Sachs Credit
Partners L.P.

An Engagement Letter and a Fee Letter accompany the Commitment
Letter.

The Commitment Letter, Fee Letter and Engagement Letter have been
amended several times.

Bloomberg News reports that at a hearing before Judge Lynn, the
Banks agreed to extend their commitment until October 5, 2005, to
give time for the Debtors to seek approval of the proposed exit
financing facility.

The parties further agreed that certain "Interim Payments" will
be paid to the Lenders beginning October 1, 2005.  Mirant
Corporation will pay in cash, without set-off, counterclaim,
deduction or withholding:

    (a) a $150,000 monthly work fee to each of the Commitment
        Party or any of their designated affiliates, for the
        period commencing on September 1, 2005, and ending on the
        Interim Payments End Date.

        The Interim Payments End Date will be on the earlier of:

        (x) the date on which all of the obligations of Mirant
            under the Commitment Letter, the Fee Letter and the
            Engagement Letter are approved by the Bankruptcy Court
            in connection with Mirant's ongoing bankruptcy
            proceedings; and

        (y) the termination of the Engagement Letter, the Fee
            Letter and the Commitment Letter.

        The Interim Payments are payable in arrears on the first
        business day of each calendar month and on the date that
        is two business days after the Interim Payments End Date.

        If the Interim Payments End Date will not fall on the
        first day of a calendar month, the monthly work fee for
        the period ending on the that date will be pro rated for
        the actual number of days elapsed since the immediately
        preceding first day of a calendar month; and

    (b) reimbursement to each Commitment Party and its affiliates
        for all reasonable third-party out-of-pocket expenses
        incurred in connection with the Credit Facilities and any
        related documentation or amendments, whether or not the
        other obligations under the Commitment Letter, Fee Letter
        or Engagement Letter will have been approved by the
        Bankruptcy Court.

Under the Fee Letter, a ticking fee will be charged for the
period from January 1, 2006, to the Closing Date, calculated at
0.50% per annum on the total amount of the aggregate commitments
in respect of the Credit Facilities under the Commitment Letter
(computed on the basis of the actual number of days elapsed over
a 360-day year).  It is payable on the Closing Date.

Judge Lynn permits the Debtors to reimburse each Commitment Party
and its affiliates for all expenses they incurred and to make
certain interim payments in connection with the proposed exit
facility.

Approval of the Commitment Letter, Fee Letter and the Engagement
Letter remains subject to Court's determination.

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


MIRANT CORP: Court OKs Stipulation Governing Claims Mediation
-------------------------------------------------------------
Pursuant to a Master Firm Purchase Agreement dated February 1,
1998, Mirant Americas Energy Marketing, LP, under its former
name, Southern Company Energy Marketing, L.P., sold and delivered
natural gas to PG&E Energy Trading Gas Corporation, now known as
NEGT Energy Trading - Gas Corporation.

ET Gas is one of the NEGT Debtors in Chapter 11 cases pending in
the United States Bankruptcy Court for the District of Maryland,
Greenbelt Division.

Under the Master Firm Purchase Agreement, PG&E Corporation
guaranteed ET Gas' obligations to MAEM.  By the First Amendment
to the Guaranty, effective as of January 5, 2001, Gas
Transmission Northwest Corporation, then known as PG&E Gas
Transmission Northwest Corporation, assumed liability under the
Guaranty.

The Guaranty provides that GTN "unconditionally and irrevocably
guarantees" the "prompt payment when due of all amounts payable"
under the Contract, subject to any limitations stated in the
Guaranty.

                        Contract Claims

MAEM and ET Gas are parties to a dispute with respect to their
obligations under the Master Firm Purchase Agreement.  After
applying certain collateral posted by ET Gas for its obligations
under the Contract, MAEM contends it is still owed $5.6 million:

   (i) from ET Gas under the Contract; and

  (ii) GTN under the Guaranty.

According to ET Gas, the amount owed under the Contract was
substantially less than the amount of the Collateral.  Hence,
MAEM should be required to turn over all or a portion of the
Collateral to ET Gas pursuant to Section 542 of the Bankruptcy
Code.

MAEM disagrees with the contention, and subsequently filed a
counterclaim in the NEGT Debtors' bankruptcy case.

On March 10, 2005, MAEM commenced an action against GTN in the
United States District Court for the Southern District of Texas,
Houston Division, for amounts owing by GTN on account of the
Guaranty.

The NEGT Debtors objected to MAEM's claim and initiated mediation
pursuant to a Court-ordered mediation protocol approval in the
Maryland bankruptcy case.

On March 21, 2005, the NEGT Debtors initiated an adversary
proceeding in the Maryland bankruptcy case and filed a motion
seeking to enjoin the GTN Litigation.  MAEM opposed the
Injunction Action.

On April 22, 2005, the Mirant Debtors asked Judge Lynn to
sanction the NEGT Debtors and to enforce the automatic stay on
the basis that the commencement and continued prosecution of the
Injunction Action violated the automatic stay applicable to the
Mirant Debtors.

Rather than litigate the Contempt Motion, the Injunction Action
and the disputes related to the Contract and Guaranty in separate
forums, the parties reached an agreement in principle to:

   -- stay the hearing on the Contempt Motion, the GTN Litigation
      and the Injunction Action; and

   -- resolve the claims related to the Contract and the
      Guaranty through mediation and, if necessary, binding
      arbitration.

                    Mediation and Arbitration

Pursuant to the Settlement Agreement, the parties entered into
mediation.  Nancy Lesser, Esq., at PAX ADR LLC, served as
mediator.

In relation to the Mediation, the parties agreed that in the
event:

   -- of failure to reach an agreement in principle in the
      mediation, they will proceed to binding arbitration until
      October 14, 2005, as the Determination Deadline;

   -- that the arbitration has not concluded by October 14 and
      the arbitration hearing has commenced, the Determination
      Deadline will be extended through November 23, 2005; and

   -- that the arbitration hearing is completed and the record
      closed before October 14, and the parties are merely
      waiting a decision from the arbitrator, then the
      Determination Deadline will be extended until a decision
      is rendered, but in no event later than December 31, 2005.

Judge Lynn approves the parties' Mediation Agreement and directs
the Mirant Debtors to notify parties-in-interest of any
settlement reached in the Mediation.

Judge Lynn further rules that:

   (a) if it is determined in the Arbitration that ET Gas has a
       claim against MAEM for return of collateral posted by ET
       Gas, ET Gas will ask permission from the Texas Bankruptcy
       Court to file a late claim against MAEM;

   (b) the Mirant Debtors are authorized to pay their share of
       the reasonable costs and expenses associated with
       arbitration without Court order;

   (c) ET Gas may seek the turnover of property from MAEM, which
       ET Gas contends belongs to it with respect to any amounts
       determined in the Arbitration to give rise to a claim in
       favor of ET Gas against MAEM;

   (d) the Texas Bankruptcy Court and the Maryland Bankruptcy
       Court will hold a joint status conference with respect to
       the actions, and to set a hearing date on the Contempt
       Motion, and a deadline for the NEGT Debtors to respond to
       the Contempt Motion, and other dates as appropriate;

   (e) the Court will continue to hear on the Contempt Motion on
       a later date that is mutually agreeable to the parties;
       and

   (f) the deadline for the NEGT Debtors to file and serve a
       response to the Contempt Motion will be continued seven
       calendar days before the rescheduled hearing on the
       Contempt Motion.

The Order is contingent on the final approval and entry of:

   (1) the Agreement by the District Court in the GTN Litigation;
       and

   (2) an order containing necessary and appropriate terms
       acceptable to the Mirant Debtors, the NEGT Debtors, and
       GTN, in the NEGT Debtors' bankruptcy case.

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)


MOLECULAR DIAGNOSTICS: D. Weissberg Replaces D. O'Donnell as CEO
----------------------------------------------------------------
Molecular Diagnostics, Inc., informed the Securities and Exchange
Commission in a regulatory filing that Denis M. O'Donnell, M.D.
resigned as the Company's President, Chief Executive Officer and
as a director, on August 29, 2005.

The Board of Directors accepted the resignation and appointed Dr.
David Weissberg, 51, as Chief Executive Officer and as a Director.

Over the past decade, Dr. Weissberg has been a founder, founding
member or President of three different physician practice
businesses: Huntington Medical Group, Long Island Physician
Holdings, and MDNY, a physician owned HMO on Long Island.  Dr.
Weissberg served as President of Huntington Medical Group
1994-1995.  He served as President and CEO of LIPH, and served on
the developmental and managerial Boards that ran the MDNY from
1994-2002.

Dr. Weissberg has invested $569,000 in convertible notes and owns
6,619,311 in common stock in the Company.

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

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


NEW WORLD: Wants to Hire Parente Randolph as Accountants
--------------------------------------------------------
New World Pasta Company and its debtor-affiliates ask the U.S.
Bankruptcy Court Middle District of Pennsylvania for permission to
employ Parente Randolph, LLC as their restructuring accountants.

Parente Randolph will:

   1) assist the Debtors in accounting, in accordance with
      accounting principles generally accepted in the United
      States of America (GAAP), for the reorganization and
      re-capitalization expected to occur in connection with the
      Debtor's plan of reorganization;

   2) obtain an understanding of the Debtors' organization
      structure, its general ledger and chart of accounts and its
      significant assets and liabilities;

   3) create a working model to enable assessment of the
      reorganization transaction's impact on the Debtors' balance
      sheet and income statement;

   4) consult with the Debtors' management on various GAAP issues
      that may arise during the course of finalizing a chapter 11
      plan;

   5) upon confirmation of a chapter 11 plan, assist the Debtors
      in recording the transaction in the original books of entry
      and provide a complete set of working papers with relevant
      analysis of accounting standards and support for journal
      entries; and

   6) provide all other necessary accounting services as requested
      by the Debtors in their chapter 11 cases.

Philip J. Santarelli, C.P.A., a Principal of Parente Randolph,
reports his Firm's professionals' bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Principals                     $200 - $295
      Managers & Sr. Associates      $150 - $240
      Staff                          $100 - $175
      Paraprofessionals               $70 - $100

Parente Randolph assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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.


NORTHWEST AIRLINES: Today's Trial on $277-Mil Liability Cancelled
-----------------------------------------------------------------
The trial set for today to determine the amount of damages for
Northwest Airlines Corp.'s alleged violation of its agreements
with respect to its Series C Preferred Stock, is cancelled.

In March 2005, a New York state court ruled on a motion for
summary judgment that Northwest had violated the agreements, which
had been issued to employees in connection with concessionary
labor agreements entered into in 1993.

The Company believes that the judge's decision was erroneous and
expects that it will be reversed on appeal.

The trial was cancelled when the Company and the plaintiffs agreed
to the cancellation.  The parties also agreed:

   (1) to establish the amount of damages owed to employees
       represented by the plaintiffs should the trial court's
       liability determination be upheld (nearly $277 million);

   (2) to establish the procedural process for Northwest to appeal
       the trial court's liability judgment;

   (3) to seek a stay of enforcement of the judgment

The plaintiffs also agreed not to take any action to enforce the
judgment unless and until the New York State Appellate Division
denies Northwest's motion to stay enforcement of the judgment.
The Company does not expect the appellate court to decide on the
Northwest motion for a stay before late October.

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

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a $3,087,000,000
deficit at Dec. 31, 2004.

                         *     *     *

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

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


NORTHWEST AIR: Needs Legislation to Cut Multi-Mil Pension Payments
------------------------------------------------------------------
Northwest Airlines Corp. reiterated in a regulatory filing
delivered to the Securities and Exchange Commission last week that
legislative reform is necessary to reduce existing pension funding
requirements.

The needed legislative reforms would provide the Company
sufficient time to make up the current funding shortfall in its
benefit pension plans, which approximates $3.8 billion.

The Company relates that absent such relief, its pension funding
requirements in calendar years 2006 and 2007 are expected to
approximate $800 million and $1.7 billion.

On July 26, 2005, the U.S. Senate Finance Committee reported out
of committee a comprehensive pension reform bill that included a
provision that would allow airlines up to 14-years to amortize
unfunded amounts in frozen defined benefit pension plans.  If
enacted into legislation, the Company's estimated 2006 and 2007
pension funding requirements would be significantly reduced.

As reported in the Troubled Company Reporter on July 19, 2005, the
Company suspended its pension plan that covers about 70,000
retired and current employees beginning Aug. 31, 2005.  The
airline will instead make contributions to the employee's 401(k)
investment accounts.  Freezing of the pension plan will stop the
benefits under the plan to accrue as they normally would with pay
raises and years of service.

The pension plans require the airline to pay a defined benefit,
while the 401(k) program gives employees money to invest for their
retirements.

Flexibility in its pension reforms has been one of the Company's
considerations in evaluating the need to file for bankruptcy.

United Airlines and US Airways terminated their defined benefit
pension plans within their bankruptcy proceedings.

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

At June 30, 2005, Northwest Airlines' balance sheet showed a
$3,752,000,000 stockholders' deficit, compared to a $3,087,000,000
deficit at Dec. 31, 2004.

                         *     *     *

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

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


NORTHWEST AIRLINES: S&P Lowers Corporate Credit Rating to CCC-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Northwest Airlines Corp. (CCC-/Watch Neg./C) and its Northwest
Airlines Inc. subsidiary (CCC-/Watch Neg./--).  The long-term
corporate credit ratings on both entities were lowered to 'CCC-'
from 'CCC+'.  Ratings on insured issues and the recovery rating
on Northwest Airlines Inc.'s bank facility, which are not on
CreditWatch, are not affected.  Other ratings remain on
CreditWatch with negative implications.

"Northwest is managing through a strike by its mechanics well, but
dramatically increased fuel expense and delays in securing needed
concessions from other unions have deepened losses and are eroding
its liquidity," said Standard & Poor's credit analyst Philip
Baggaley.  "The company foresees a loss of $350 million to $400
million in the third quarter, normally its strongest period, and
unrestricted cash had declined to $1.7 billion at August 31, from
$2.14 billion at June 30, 2005," the credit analyst continued.

Fourth-quarter fuel costs are now estimated at over $900 million,
compared with $649 million in the like 2004 period, despite plans
to fly 3%-4% less capacity.  The company had previously
acknowledged that the October 17 change in bankruptcy law could
affect the timing of any decision to file for Chapter 11, and said
in a September 1, 2005, SEC filing that soaring fuel prices had
reduced the time period remaining to resolve its problems.
Northwest also suggested a continuing need to restructure its debt
and lease obligations to improve future liquidity, raising the
possibility that such moves might involve distressed debt
exchanges that Standard & Poor's would consider a selective
default.

Northwest is in discussions with its pilots', flight attendants'
and machinists' unions regarding concessions, but only the pilot
talks appear to be making material progress.  The pilots' union
voted September 1 to negotiate additional concessions beyond the
$265 million agreed in November 2004, saying that "Northwest will
file for bankruptcy protection if new labor agreements are not
agreed upon in the near future."  The company has been seeking
$1.1 billion in annual labor concessions, but said in its SEC
filing that it will likely have to increase that target in view of
the higher fuel prices.

In addition to the labor talks, Northwest has said that avoiding
bankruptcy will depend on passage of pension legislation that
allows airlines to stretch out repayment of funding deficits.
Although satisfactory draft legislation has been drafted by a
Senate committee, final enactment is uncertain and may well not
occur until late this year.


ORGANIZED LIVING: Has Until Dec. 30 to File Chapter 11 Plan
-----------------------------------------------------------
The Hon. Charles M. Caldwell of the U.S. bankruptcy Court for the
Southern District of Ohio extended Organized Living, Inc.'s period
within which they may have the exclusive right to file a plan
until Dec. 30, 2005.  The Court also extended its exclusive
solicitation period until Feb. 28, 2005.

The Debtor said that it has been unable to develop a
reorganization plan because it has spent substantial time
preparing for and conducting an orderly liquidation of its assets.
The Debtor began chain-wide store closing sales on June 18, 2005.

The Debtor explained that, with a reduced workforce, it can't
prepare and file a cohesive, organized plan of liquidation before
the current exclusivity period expires on September 1, 2005.  The
Debtor believes that it will make significant progress in the
administration of the estate and submit a liquidating plan of
reorganization by December 30, 2005.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts of
$10 million to $50 million.


OWENS CORNING: Court Sets Oct. 24 Hearing on Exclusivity Periods
----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware extended the period within which Owens Corning and its
debtor-affiliates have the exclusive right to solicit votes for a
chapter 11 plan through and including the date of the first
regular omnibus hearing in the Debtors' cases that is at least 45
days after the date of the Third Circuit's decision and order on
the merits with respect to the appeal from the District Court's
October 5, 2004, order granting the Debtors' request for the
substantive consolidation of their estates.

On August 15, 2005, the Third Circuit reversed and remanded the
Appeal case to District Court.

At a status conference before Judge Fitzgerald on August 29,
2005, Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, indicated that pursuant to the Bankruptcy Court's prior
ruling, the exclusivity hearing will be on October 24, 2005.

The Debtors are expected to file and serve a written motion to
extend the Solicitation Period at least 25 days prior to the
Exclusivity Hearing.

Mr. Pernick also informed the Bankruptcy Court that the Debtors,
the Asbestos Committees, the Banks and the Bondholders have had
preliminary conversations regarding the Third Circuit's ruling.

The Debtors and the Banks have discussed possible plans of
reorganization and settlement strategies, Mr. Pernick said.

                   Valuation of the Subsidiaries

Judge Fitzgerald said she wasn't aware that there was an issue
with respect to how much value was in the subsidiaries.  "[O]r
has that simply been deferred because of the fact that the
substantive consolidation was going to make that essentially a
non-issue?" Judge Fitzgerald asked Mr. Pernick.

"I think that the valuation questions were effectively deferred
because substantive consolidation would have, in large respect,
mooted the issues of how much value was in the [subsidiaries] if
everything was merged into one," Mr. Pernick replied.

Mr. Pernick pointed out that the substantive consolidation
probably would have ended certain disputes.  But there are other
disputes that substantive consolidation would not have ended
because there is substantial value in the subsidiaries, Mr.
Pernick admitted.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 115;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PURCHASEPRO.COM: Wants Court to Approve Time Warner Settlement
--------------------------------------------------------------
Todd A. Lehtonen, the Liquidating Trustee for the PurchasePro.com
Liquidating Trust established under the PurchasePro.com Inc.'s
chapter 11 plan, asks the U.S. Bankruptcy Court for the District
of Nevada to approve the settlement agreement between the Debtor
and Time Warner, Inc., pursuant to Rule 9019 of the Federal Rules
of Bankruptcy Procedure.

The Court confirmed the Debtor's Plan on Oct. 21, 2004, and the
Plan took effect on Nov. 1, 2004.

On March 15, 2005, the Debtor and America Online, Inc., entered
into a Technology Development Agreement for the joint development
and launching of the Platform for the AOL Exchange and an
Interactive Marketing Agreement to promote and distribute a
jointly developed AOL Exchange.

In conjunction with the two Agreements, the Debtor issued an
original warrant to purchase Common Stock of PurchasePro.com to
AOL.  That Warrant was exercisable for up to 2 million shares of
common stock of the Debtor at $125.51 price per share.

Disputes between the Debtor and AOL in connection with the
Original Warrant led the Debtor and the Liquidating Trustee to
initiate an adversary proceeding against AOL and its successor,
Time Warner.

                    The Adversary Proceeding
                     & Settlement Agreement

On March 18, 2005, Mr. Lehtonen filed a Second Amended Complaint
against Time Warner alleging causes of action for:

   1) fraudulent transfers pursuant to Nevada Revised Statutes
      112.180(1)(b) and 112.190 based on the modification of the
      Debtor's contract rights in the Original Warrant;

   2) fraudulent transfer pursuant to NRS 112.180(1)(b) and
      112.190, based upon the transfer of the Debtor's property
      interest in its equity; and

   3) fraudulent transfer pursuant to NRS 112.180(a) which alleges
      actual fraud by AOL, based upon the Debtor's property
      interest in its equity securities and unpaid subscription
      pursuant to NRS 78.220 and 78.225.

Mr. Lehtonen and Time Warner entered into a Settlement Agreement
to settle and resolve the disputes raised in the Adversary
Proceeding.  Mr. Lehtonen believes the Settlement is fair and
equitable and its approval is in the best interest of the estate
creditors.

Upon approval by the Court, under the terms of the Settlement
Agreement:

   1) Time Warner will pay $4,250,000 to the Liquidating Trust and
      Time Warner further agrees to release the Debtor and the
      Liquidating Trust from claims related to the AOL and
      PurchasePro documents and the Claims asserted by the
      Liquidating Trustee in the Second Amended Complaint; and

   2) the Liquidating Trust agrees to dismiss the Adversary
      Proceeding in exchange for Time Warner's payment to the
      Trust.

The Court will convene a hearing at 9:30 a.m., on Sept. 9, 2005,
to consider Mr. Lehtonen's request.

Headquartered in Las Vegas, Nevada, PurchasePro.com Inc., --
http://www.purchasepro.com-- provided business-to-business
electronic commerce products and services and operated a global
marketplace that provides businesses of all sizes with a low cost
and efficient e-commerce solution for buying and selling a wide
range of products and services over the Internet.  The Company
filed for chapter 11 protection on Sept. 12, 2002 (Bankr. Nev.
Case No. 02-20472).  Gregory E. Garman, Esq., at Gordon & Silver,
Ltd., represents the Debtor.  When the Company filed for
protection from its creditors, it listed $41,943,000 in total
assets and $20,058,000 in total debts.  The Court confirmed the
Debtor's chapter 11 Plan on Dec. 21, 2004.  Todd A. Lehtonen is
the Liquidating Trustee for the PurchasePro.com Liquidating Trust
established under the confirmed Plan.  Gregory E. Garman, Esq., at
Gordon & Silver, Ltd., represents the Liquidating Trustee.


QUIGLEY COMPANY: Court Sets Sept. 15 Bar Date for Silica Claims
---------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York, established 5:00 p.m. on
Sept. 15, 2005, as the deadline for all holders of claims against
Silica-Related Personal Injury arising prior to Sept., 3, 2005,
against Quigley Company, Inc., to file proofs of claim.

Creditors must file written proofs of claim on or before the
Sept. 15 Claims Bar Date and those forms must be sent either:

    (a) by mail to;

        Quigley Company, Inc.
        c/o The Trumbull Group, L.L.C.
        P.O. Box 721
        Windsor, CT 06095-072

    (b) by overnight carrier to:

        Quigley Company, Inc.
        c/o The Trumbull Group, L.L.C.
        4 Griffin Road North
        Windsor, CT 06095-1511

Headquartered in Manhattan, Quigley Company is a subsidiary of
Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq., at
Schulte Roth & Zabel LLP, represents the Company in its
restructuring efforts.  Albert Togut, Esq., at Togut Segal & Segal
serves as the Futures Representative.


RELIANCE GROUP: Creditors Panel Wants to Pursue Causes of Action
----------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the Southern District of New York for
standing to pursue certain claims on behalf of Reliance Group
Holdings.

According to Arnold Gulkowitz, Esq., at Orrick, Herrington &
Sutcliffe, in New York City, RGH has unresolved causes of action
that relate to prepetition endeavors by certain of RGH's
financial advisors and related parties, which RGH did not pursue.
Mr. Gulkowitz says the Causes of Action may contain viable claims
with the potential for "substantial monetary return" to the
estate, benefiting creditors.

The Creditors' Committee is in the best position to pursue the
Causes of Action, Mr. Gulkowitz asserts.  Reliance Financial
Services Corporation has no standing in these matters after
assigning its Causes of Action to RGH.  Similarly, RGH cannot
initiate litigation because pursuant to the Plan of
Reorganization, RGH will assign the Causes of Action to the
Liquidating Trust.  There is no equity value residing in the RGH
estate other than that represented by the Creditors' Committee.

RGH agrees that the Creditors Committee should receive standing
to investigate, file and prosecute the Causes of Action.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Insurance Company.  The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts.  The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  (Reliance Bankruptcy News,
Issue No. 79; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ROUGE INDUSTRIES: Has Until October 17 to Remove Civil Actions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Rouge Industries, Inc. and its debtor-affiliates' time within
which they may file notices of removal of prepetition civil
actions, to October 17, 2005.

The Debtors are party to approximately 61 civil actions and
proceedings pending in various state and federal courts.  For
these reasons, they have been unable to make an informed decision
regarding the removal of any claims, proceedings or civil causes
of action prior to the current deadline.

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


SAINT VINCENTS: Selling Parsons Manor to Kinchung Lam for $12.5MM
-----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to sell Parsons Manor, free
and clear of all liens, to Kinchung Lam for $12.5 million.

Saint Vincents currently owns Parsons Manor, a parcel of real
property located at 88-25 153rd Street, Jamaica, New York.
Parsons Manor has 21,000 square feet of land, on which sits a
99,144-square foot, six-story building, which was operated by
SVCMC partially as clergy housing and as office space for medical
and academic chairmen and administrative support.

After a thorough review of its various real estate properties,
SVCMC has determined that they would not need Parsons Manor for
its future operations.

Commencing on June 21, 2005, SVCMC, with the assistance of Massey
Knakal Realty Services, started marketing Parsons Manor to
potential purchasers.  The Debtor obtained 16 offers for the
Property, ranging from $6.5 million to $12.5 million from real
estate investors and development groups.

After discussions with the highest bidders, SVCMC determined that
the $12.5 million bid submitted by Kinchung Lam represented the
highest and best offer for Parsons Manor.

                          Sale Agreement

The Sale agreement with Kinchung Lam provides for these salient
terms:

     Purchase Price:    $12,500,000

                        Kinchung Lam will pay a $1,250,000 down
                        payment, with the balance to be paid at
                        closing, which is scheduled to occur on
                        the later of either:

                         * 40 days after the date of the Sale
                           Agreement; or

                         * Five business days after the date on
                           which SVCMC gives written notice to
                           Kinchung Lam that it has obtained all
                           required approvals.

     Lease Agreement:   At the Closing, the parties will execute
                        a lease with respect to certain portions
                        of Parsons Manor.  Except for the leased
                        area, the premises will be delivered to
                        Kinchung Lam at the Closing, free from
                        leases, occupants, and rights of tenants.

                        The term of the Lease is 6 months.  The
                        rend is $18 per square feet.

                        The execution and delivery of the Lease
                        is a closing condition, which may be
                        waived only by SVCMC.  Under no
                        circumstances will SVCMC be obligated to
                        subordinate its leasehold interest to the
                        lien of any acquisition financing,
                        construction financing, or other
                        financing obtained by Kinchung Lam, or to
                        any other lease on Parsons Manor.

     Broker's
     Commission:        The commission will be paid pursuant to
                        a Brokerage Agreement between SVCMC and
                        Massey Knakal.

     Taxes:             All New York City Real Property Taxes
                        payable in connection with the Sale, if
                        any, will be paid by SVCMC at the
                        Closing.  Kinchung Lam will pay, if any,
                        all New York State Real Property Transfer
                        Taxes payable in connection with the
                        Sale.

     Approvals:         SVCMC's obligations under the Sale
                        Agreement are conditioned upon the
                        required approvals, if any, of:

                        -- the Roman Catholic Church,
                        -- the Lien Holders,
                        -- the Bankruptcy Court,
                        -- the Department of Health,
                        -- the President of the Sisters of
                           Charity,
                        -- the Bishop of the Diocese of Brooklyn,
                           and
                        -- the Debtors' Board of Directors.

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

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

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, assures the Court that the Sale will not disrupt SVCMC's
business operations because it decided to enter into a short-term
lease for the use of a portion of Parsons Manor concurrent with
the Sale, to provide for a smooth transition of the Debtor's use
of the Property's facilities.

A portion of the proceeds of the Sale may be used to reduce
amounts due under the postpetition financing agreement with HFG
Healthco-4 LLC.  However, SVCMC believes that no reduction would
be required.  SVCMC believes that the Dormitory Authority of the
State of New York will consent to the Sale and will allow SVCMC
to use the proceeds of the Sale for its operations.  Thus,
through the Sale, SVCMC will generate cash to devote to its
reorganization and the operation of its core business.

The purchase price is a fair market value for Parsons Manor and
that the Sale Agreement is the culmination of good faith, arm's-
length negotiations between SVCMC and Kinchung Lam.

                  Exemption from Transfer Taxes

SVCMC asks the Court to exempt the pre-confirmation asset sale
from, and without imposition and payment of, any stamp tax,
transfer tax, or similar tax pursuant to Section 1146(c) of the
Bankruptcy Code.

Mr. Selbst asserts that the exemption will allow SVCMC to
eliminate a source of unnecessary expenses, which will facilitate
the formulation and ultimate confirmation of a reorganization
plan.

Pursuant to Section 1146(c), SVCMC proposes to protect the state
and local taxing authorities by escrowing the funds otherwise
owed for transfer taxes, as allocated between SVCMC and the
successful bidder in accordance with the Sale Agreement, pending
the confirmation of a plan.

In the event that SVCMC confirms a plan of reorganization, the
proceeds will be distributed to SVCMC and treated as a portion of
the purchase price.  In the event that SVCMC is unable to
successfully confirm a plan, the proceeds of the escrowed funds
will be available to pay the appropriate taxing authorities.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: N.Y. Dormitory Authority Wants Trustee Fees Paid
----------------------------------------------------------------
The Dormitory Authority of the State of New York wants the July
28, 2005, order lifting the automatic stay to permit the
application of monies and interest earnings held in certain
revenue funds, debt service funds and debt service reserve funds
amended to authorize the payment of Trustee and Floor Ceiling Fees
related to the issuance of certain Bonds.

DASNY sought to pay principal, interest and sinking fund
installments due in connection with the Bonds payable on August 1,
2005, and August 15, 2005.

Geoffrey T. Raicht, Esq., at Sidley Austin Brown & Wood LLP, in
New York, notes that the principal and interest payable was, in
the aggregate, approximately $14.4 million.

Under the various documents evidencing the Bonds, there are three
separate categories of fees eligible to be paid in connection
with each semi-annual payment on the Bonds:

    (1) DASNY is eligible for payment of an administrative fee, as
        the issuer of the Bonds, that covers its overhead for
        monitoring the various Bond transactions;

    (2) the Bond Trustees are also eligible for payment of an
        administrative fee that covers their overhead for
        monitoring activities; and

    (3) several financial institutions are eligible for payment of
        fees in relation to various "floor/ceiling agreements."

At the time the Bonds were issued, DASNY entered into the Floor
Ceiling Agreements to protect against market fluctuation with
respect to the value of the securities that are held in the Debt
Service Reserve Funds.  The financial institutions agreed to
purchase the securities held in the DSRF at a pre-determined
price if the market value of the securities dipped below a
certain "floor," or rose above a certain "ceiling."

In exchange for providing this protection, the parties agreed
that the financial institutions would be paid the Floor Ceiling
Fee.  Mr. Raicht explains that the protection against market
fluctuation provided by the Floor Ceiling Agreements enabled
DASNY to offer interest rates, terms and a maturity date to SVCMC
that were substantially better than those that would have been
offered otherwise.

On July 23, 2005, the Debtors advised DASNY that while they had
no objection to payment of principal and interest due on the
Bonds, they did not consent to payment of the Fees.  Accordingly,
on July 28, 2005, the Court entered the Original Lift Stay
Order, which -- at the Debtors' request -- did not provide for
the payment of the Fees.

Mr. Raicht relates that subsequent to entry of the Original Lift
Stay Order, except for the Bond Trustee Fees, both the DASNY Fee
-- $42,569 -- and the Floor Ceiling Fee -- $14,930 -- were
inadvertently paid to the parties.  The DASNY Fee was immediately
returned, but as of August 17, 2005, the Floor Ceiling Fee
remains unreturned.  The Debtors were informed about this and
DASNY's intent to replenish any amounts inadvertently paid to
third parties that were not returned.

DASNY and the Debtors used the opportunity, however, to revisit
the Debtors' objection to payment of the Fees and reached a
partial resolution.  While the Debtors continue to object to the
current payment of the DASNY Fees, Mr. Raicht says, the Debtors
now consent to payment of the Bond Trustee Fee and the Floor
Ceiling Fee in these amounts:

   Due Date       Bond Trustee Fee   Floor Ceiling Fee   Total
   --------       ----------------   -----------------   -----
   Aug. 1, 2005         $3,100           $14,930       $18,030
   Aug. 15, 2005             0            39,220       $39,220
   TOTAL                $3,100           $54,150       $57,250

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Wants to Continue Employing Ordinary Course Profs.
------------------------------------------------------------------
Prior to their bankruptcy petition date, Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates employed,
from time to time, various accountants, consultants, attorneys and
law firms, and other professionals in the ordinary course of
business to render services relating to:

    -- billing and collection matters,
    -- tax preparation and other tax advice,
    -- employee relations,
    -- legal advice with respect to routine litigation,
    -- environmental issues, and
    -- other matters.

The Debtors seek permission from the U.S. Bankruptcy Court for the
Southern District of New York to employ these Ordinary Course
Professionals on terms substantially in effect prior to the
Petition Date, subject to certain limitations:

    Professional                      Services Provided
    ------------                      -----------------
    Anderson Kill & Olick, P.C.       Insurance Issues

    Brown Raysman Millstein Felder    Real Estate, employee, &
    & Steiner LLP                     other commercial litigation

    Davidoff Malito & Hutcher, LLP    Real Estate Criminal Court
                                      Violations

    Henry Dlugacz                     Represents Debtors in
                                      psychiatric retention
                                      hearings

    Donovan & Giannuzzi               Real Estate Closings

    Gleason Dunn Walsh & O'Shea       Represents Debtors in
                                      action against New York
                                      State Department of Health

    Hayt, Hayt & Landau               Collections Matters

    Jackson Lewis                     Labor & Human Resource
                                      Issues

    Kaufman Borgeest & Ryan           Malpractice Defense

    Kenyon and Kenyon                 Intellectual Property
    William G. James, II, D.V.M.      Advice

    KMZ Rosenman                      Reimbursement Issues

    Mintz Levin & Cohen               U.S. Family Health Plan

    Shaub, Ahmuty, Citrin &           Medical Malpractice
    Spratt, LLP                       Defense

    Sipp Law Firm                     Mental Hygiene &
                                      Guardianships

    Michael Cuddy                     Real Estate Litigation

    Wilson Elser Moskowitz Edelman    Malpractice Defense
    & Dicker LLP

    The Law Firm of                   Mental Hygiene &
    Carolyn Reinach Wolf              Guardianships

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, tells the Court that the number of Ordinary Course
Professionals involved render it impractical for the Debtors to
submit an individual application and proposed retention order for
each Professional.

                   Payment of Fees and Expenses

The Debtors also seek the Court's permission to pay, without
formal application to the Court by any Ordinary Course
Professional, 100% of the fees and disbursements to each of the
Professionals, provided that the total fees and disbursements do
not exceed a $15,000 per month, and $180,000 per year per
Professional.

Each Ordinary Course Professional, however, will be required to
submit to the Debtors an appropriate invoice stating the nature
of the postpetition services.

If any Ordinary Course Professional's fees and disbursements
exceed the $15,000 threshold, the Debtors will seek to retain the
Professional pursuant to Sections 327(a) or 327(e) of the
Bankruptcy Code.  The Professional will apply to the Court for
allowance of compensation and reimbursement of expenses incurred
from that point on and going forward.

To be retained, each Ordinary Course Professional will be
required to provide the Debtors within 30 days to the later of
(x) the Court's approval of the Application, and (y) the date of
engagement of the Professional by the Debtors, a completed
affidavit along with a budget for the Professional for a 12-month
period after the Petition Date.

The Debtors' counsel will file the Ordinary Course Materials with
the Court and serve it on the U.S. Trustee, counsel to any
Committees, and counsel to the Lenders.

          Compensation Arrangement Favorable to Parties

"Without the compensation arrangement, many of the Ordinary
Course Professionals will be unwilling to provide services to the
Debtors," Mr. Selbst tells Judge Beatty.

If the expertise and particularized background knowledge of the
Professionals is lost, the Debtors' estates will undoubtedly
incur additional and unnecessary expenses because the Debtors
will be force to retain other professionals without expertise and
background, Mr. Selbst says.

Notwithstanding that certain Ordinary Course Professionals may
hold unsecured claims against the Debtors, Mr. Selbst assures the
Court that none of the Professionals have an interest materially
adverse to the Debtors, their estates, creditors, or shareholders
with respect to the matters for which they are to be employed.

The Debtors also seek authority to employ additional Ordinary
Course Professionals without the need for further hearing or
Court order.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SILICON GRAPHICS: Implements Restructuring Plan to Save $100-Mil
----------------------------------------------------------------
Silicon Graphics, Inc., approved a restructuring plan on
August 30, 2005, to achieve $80 to $100 million in annualized
savings when fully realized.  It began to implement the
restructuring actions with notifications to affected employees in
North America and certain other locations on September 1, 2005.

In addition to the headcount reductions, the restructuring plan
includes initiatives to reduce expenses in other areas including
procurement costs for goods and services, consolidation and
reorganization of operations in several locations, prioritization
of marketing and benefits spending and other spending controls.

The benefits will be reflected in a combination of lower operating
expenses and improved gross margins.  Savings from these
initiatives will begin to be realized in the second quarter of
fiscal 2006 with increasing benefits over the fiscal year.
Approximately 60% to 70% of the savings are expected to result
from reductions in the number of employee and contractor positions
with the Company.

The Company currently estimates that the total costs to be
incurred in connection with these restructuring actions will be
less than $20 million, principally relating to severance benefits.
Substantially all of these costs will require the outlay of cash,
although the Company's severance programs provide wherever
practical for payments to be made over the same period in which
the payroll expenses otherwise would have been incurred, with the
objective of minimizing incremental cash expense.  The Company
expects the majority of the restructuring charges to be reflected
in its financial results for the quarter ending December 30, 2005,
and the restructuring to be principally completed by the end of
the fiscal quarter ending March 31, 2006.

The turnaround firm of AlixPartners LLC advised advised the
Company on the restructuring plan.

                       About AlixPartners

Since 1981, AlixPartners has been delivering clients expertise to
manage operational, financial, analytical and legal challenges.
The firms provides case management, financial advisory, IT
transformation and performance improvement services.

                     About Silicon Graphics

Silicon Graphics, Inc. -- http://www.sgi.com/-- is a leader in
high-performance computing, visualization and storage. SGI's
vision is to provide technology that enables the most significant
scientific and creative breakthroughs of the 21st century.
Whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense or enabling the transition from
analog to digital broadcasting, SGI is dedicated to addressing the
next class of challenges for scientific, engineering and creative
users.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Mountain View, California-based Silicon Graphics,
Inc. (SGI), and revised its outlook to negative from developing.
The outlook revision reflects weak revenues and operating
performance in the March 2005 quarter, and limited liquidity.

"The ratings on Silicon Graphics reflect a leveraged financial
profile, declining annual revenues, and negative free operating
cash flow.  While SGI has a good technology position in high-end
computing and graphics solutions, the company has been struggling
to establish revenue stability and profitability in the highly
competitive technical workstation, server and storage markets,"
said Standard & Poor's credit analyst Martha Toll-Reed.  The
company's efforts have been hampered by reduced growth rates in
information technology spending, particularly for high-end
equipment, and a highly competitive industry environment.


SOUTHERN UNION: Appoints George E. Aldrich VP Controller
--------------------------------------------------------
Southern Union Company's (NYSE:SUG) Board of Directors reported
the appointment of George E. Aldrich, 58, to vice president -
controller and chief accounting officer effective September 1.

Mr. Aldrich will report to Julie H. Edwards, senior vice president
and chief financial officer and will be responsible for the
oversight of accounting operations of Southern Union Company.

"We welcome George to Southern Union.  His background in financial
reporting and controls will help guide our company as we continue
to grow," said Julie Edwards.

Most recently, Mr. Aldrich was chief financial officer for
Raintree Resorts International, Inc. since 1998.  He previously
served as CFO for KBC Advanced Technologies, Inc., from 1996 to
1998 and vice president, controller for Wainoco Oil Corporation
from 1983 to 1996.  Prior to this, Mr. Aldrich served as audit
manager in a large public accounting firm.

Mr. Aldrich earned a BBA in Accounting from North Texas State
University.  Mr. Aldrich is a certified public accountant in the
state of Texas and is a member of the Financial Executives
Institute.  Mr. Aldrich resides in Bellaire, Texas.

Southern Union Company -- http://www.southernunionco.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50 percent interest in and
operates the CrossCountry Energy pipelines, which include 100
percent of Transwestern Pipeline Company and 50 percent of Citrus
Corp.  Citrus Corp. owns 100 percent of the Florida Gas
Transmission pipeline system.  Southern Union's pipeline interests
operate approximately 18,000 miles of interstate pipelines that
transport natural gas from the San Juan, Anadarko and Permian
Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas
and the Panhandle regions of Texas and Oklahoma to major markets
in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG
Energy and New England Gas Company, Southern Union also serves
approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Rhode Island and Massachusetts.

                         *     *     *

Moody's rates Southern Union's preferred stock at Ba2.


STATS CHIPPAC: Offers to Swap $150M Sr. Notes for Registered Notes
------------------------------------------------------------------
STATS ChipPAC Ltd. is offering to exchange its $150 million 7.5%
Senior Notes due 2010 for $150 million 7.5% Senior Notes due 2010,
registered under the Securities Act of 1933.

The form and terms of the new notes will be identical in all
material respects to the form and terms of the old notes, except
that the new notes are registered under the Securities Act of
1933, and are therefore, not subject to transfer restrictions.

The notes:

   (1) will be the Company's general unsecured obligations;

   (2) will be pari passu in right of payment with all of the
       Company's existing and future unsecured senior
       Indebtedness, including its 1.75% senior convertible notes
       due 2007, its zero coupon senior convertible notes due 2008
       and its 6.75% senior notes due 2011;

   (3) will be senior in right of payment to any of the Company's
       existing and future subordinated Indebtedness that
       expressly provides that it is subordinated to the notes,
       including its guarantee of ChipPAC's 2.5% convertible
       subordinated notes due 2008 and its 8.0% convertible
       subordinated notes due 2011; and

   (4) will be unconditionally guaranteed by all of the Company's
       wholly owned subsidiaries, except STATS ChipPAC Test
       Services (Shanghai) Co., Ltd., and STATS ChipPAC Shanghai
       Co., Ltd., and STATS ChipPAC Korea Ltd., with unconditional
       guarantees that will be unsecured and senior to existing
       and future subordinated debt of those subsidiaries.

However, the notes will be effectively subordinated to all
borrowings under any existing or future Indebtedness, which is
secured by certain of the Company's assets and certain assets of
the Guarantors.

A full-text copy of Registration Statement of the New Notes is
available for free at http://ResearchArchives.com/t/s?160

STATS ChipPAC Ltd. is a leading service provider of semiconductor
packaging design, assembly, test and distribution solutions.

Moody's assigned a Ba2 senior implied and senior unsecured rating.


STELCO INC: Ontario Court OKs Sale of Stelpipe to Lakeside Steel
----------------------------------------------------------------
The Superior Court of Justice (Ontario) approved the previously
announced sale of substantially all of the assets of Stelco Inc.'s
subsidiary Stelpipe Ltd. to Lakeside Steel Corporation, a wholly
owned subsidiary of Romspen Investment Corporation.

As in past asset sale transactions during Stelco's restructuring
process, the Court agreed to seal certain commercially sensitive
information contained in the sale agreement until further order of
the Court or until the transaction closes, anticipated to occur at
the end of October 2005.

Stelco entered into a definitive agreement with Romspen in this
matter.  Romspen has indicated that it will continue, through
Lakeside, Stelpipe's current operations in the current facilities
and will retain almost all of Stelpipe's employees.  In addition,
and conditional upon the closing of the transaction, Stelco will
assume all of the pension and benefit obligations respecting
Stelpipe's retirees.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


TERAFORCE TECHNOLOGY: Employs Munsch Hardt as Bankruptcy Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gave
Teraforce Technology Corporation and DNA Computing Solutions,
Inc., permission to hire Munsch, Hardt, Kopf & Harr, PC, as their
bankruptcy counsel.

Munsch Hardt was selected because of its extensive experience and
knowledge in the field of Debtor and creditor rights and business
reorganizations under chapter 11 of the Bankruptcy Code.

Munsch Hardt will:

   a) serve as attorneys of record for the Debtors in all aspects,
      include any adversary proceedings commenced in connection
      with the bankruptcy cases and provide representation and
      legal advice to the Debtors throughout the chapter 11 cases;

   b) assist the Debtors in carrying out their duties under the
      Bankruptcy Code, including advising the Debtors of other
      duties, their obligations, and their legal rights;

   c) consult with the United States Trustee, any statutory
      committee that may be formed, and all other creditors and
      parties-in-interest concerning administration of the
      Bankruptcy Cases;

   d) assist in the sale of certain material assets of the
      Debtors;

   e) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports, and other legal papers and
      documents to further the Debtors' interests and objectives,
      and assist the Debtors in the preparation of their
      schedules, statements, and reports;

   f) assist the Debtors in connections with formulating and
      confirming a Chapter 11 plan or plans;

   g) assist the Debtors in analyzing and appropriately treating
      the creditors' claims;

   h) appear before the Court and any appellate courts or other
      courts having jurisdiction over any matter associated with
      the bankruptcy cases; and

   i) perform all other legal services and provide all other legal
      advice to the Debtors as may be required or deemed to be in
      the Debtors' interests in accordance with the Debtors'
      powers and duties as set forth in the Bankruptcy Code.

The Firm will bill the Debtors based on its professionals' current
hourly rates:

         Designation                 Hourly Rate
         -----------                 -----------
         Shareholders                $300 - $480
         Associates                  $180 - $295
         Paralegals                  $150 - $215

Munsch Hardt assured the Court that it's disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://www.teraforcetechnology.com/-- markets the
products and services of DNA Computing Solutions, Inc.  DNA
Computing designs, produces and sells board-level products that
deliver high performance computing capabilities for embedded
applications in the military/aerospace, industrial, and commercial
market sectors.  The Company and its affiliate filed for chapter
11 protection on August 3, 2005 (Bankr. N.D. Tex. Case No. 05-
38756).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed total
assets of $4,338,000 and total debts of $14,269,000.


TERAFORCE TECHNOLOGY: Section 341(a) Meeting Slated for Today
-------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Teraforce
Technology Corporation and DNA Computing Solutions, Inc.'s
creditors at 3:00 p.m., on Sept. 7, 2005, at the U.S. Trustee's
Office, Room 976, 1100 Commerce Street, in Dallas, Texas.  This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://www.teraforcetechnology.com/-- markets the
products and services of DNA Computing Solutions, Inc.  DNA
Computing designs, produces and sells board-level products that
deliver high performance computing capabilities for embedded
applications in the military/aerospace, industrial, and commercial
market sectors.  The Company and its affiliate filed for chapter
11 protection on August 3, 2005 (Bankr. N.D. Tex. Case No. 05-
38756).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed total
assets of $4,338,000 and total debts of $14,269,000.


TERAFORCE TECHNOLOGY: Inks $750,000 DIP Financing Agreement
-----------------------------------------------------------
Teraforce Technology Corporation and DNA Computing Solutions,
Inc., ask the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, for authority to enter into a $750,000
postpetition financing agreement with a consortium of lenders
comprised of:

     * Robert E. Garrison, II;
     * Steven A. Webster;
     * James R. Hawkins;
     * Peter W. Badger;
     * John H. Styles; and
     * Donald R. Campbell.

These creditors have also purchased the prepetition secured debt
of Encore Bank.

The Debtors require postpetition financing to preserve and
maximize their assets, to preserve their going concern values, and
to enable their reorganization for the benefit of their creditors.
Without postpetition financing, the Debtors will not be able to
pay their employees, vendors, and lessors, close a proposed sale
of their assets, and otherwise continue any postpetition
operations and attempts at reorganization.

The Debtors tell the Court that they already missed paying their
employees for one payroll period and don't want to do it again.
They emphasized that if the employees leave at this stage, the
Debtors won't be able to consummate a sale.

To protect the lenders' interests, the Debtors propose to grant
them:

     a) a superpriority administrative expense claim;

     b) first priority perfected liens on all assets of the
        estates not encumbered with liens; and

     c) perfected priming liens on all assets taking priority
        over all other liens and security interests.

The loan is expected to mature on December 1, 2005.

Headquartered in Richardson, Texas, Teraforce Technology
Corporation -- http://www.teraforcetechnology.com/-- markets the
products and services of DNA Computing Solutions, Inc.  DNA
Computing -- http://www.dnacomputingsolutions.com/-- designs,
produces and sells board-level products that deliver high
performance computing capabilities for embedded applications in
the military/aerospace, industrial, and commercial market sectors.
The Companies file for chapter 11 protection on Aug. 3, 2005
(Bankr. N.D. Tex. Case Nos. 05-38756 through 05-38757).  Davor
Rukavina, Esq., at Munsch, Hardt, Kopf & Harr, PC, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $4.3 million in
total assets and $14.2 million in total debts.


TOWER AUTOMOTIVE: Tower Product Can Lease Out Marion Facility
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tower Products to:

   (a) lease its facility in Marion County to Active Properties;
       and

   (b) grant Active Properties the option to purchase the Marion
       Facility free and clear of claims, liens and encumbrances.

In July 1999, Tower Automotive Technology Products, Inc.,
acquired an automotive manufacturing facility and land in Marion
County, Indiana, as an ancillary part of Tower Products' larger
acquisition of Active Tool & Manufacturing Co., Inc.  Since its
purchase, the Marion Facility has never been occupied or operated
by Tower Products.  In fact, Tower Products has no intention of
doing so in the future.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
informed the U.S Bankruptcy Court for the Southern District of New
York that the current costs of holding the inoperative plant total
approximately $350,000 per year.  From December 2000 to 2004, in
an attempt to offload or minimize the expense of holding the
inoperative plant, Tower Products have unsuccessfully sought a
buyer for the Marion Facility.

In 2004, Turley, Martin & Tucker Auction Services, a professional
auctioneer services firm hired by Tower Products to advertise and
hold an auction for the sale of the Marion Facility, failed to
receive any bid for the Property, despite the fact that no
minimum bid was required.

In early 2005, after nearly exhausting its marketing efforts,
Tower Products approved the demolition of the Marion Facility
since there were no viable tenants or purchasers.  Tower Products
intended the demolition to significantly reduce the Marion
Facility's $350,000 annual carrying cost and limit Tower
Products' potential exposure for future environmental liability.

                       Marion County Lease

In March 2005, prior to commencing demolition, and as a result of
the ongoing marketing efforts of one of Tower Products'
prepetition commercial real estate agents, GMB Associates, Inc.,
Tower Products identified Active Properties LLC as a potential
lease tenant and purchaser for the Marion Facility.

Following arm's-length negotiations, Tower Products agreed to
enter into a lease agreement with Active Properties, pursuant to
which Tower Products will lease the Marion Facility to Active
Properties for $1.00 for the first year, and grant Active
Properties the option to renew the Lease Agreement for another
year or convert it to a purchase of the Marion Facility, land and
certain fixed equipment for $1.00.

A copy of the Marion County Lease is available for free at:

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

Pursuant to the Marion County Lease, Active Properties will also
pay the annual carrying costs associated with the Marion Facility
as they become due during the term of the Lease.  In addition, in
exchange for the option to purchase under the Marion Facility
Lease Agreement, Active Properties will make a one-time $30,000
cash payment as Broker Fee to Tower Products, which will be
payable upon entry of a Court order approving Tower Products'
request.

Tower Products, in turn, will promptly pay the Broker Fee to GMB
Associates in consideration for its postpetition services
rendered to Tower Products in connection with procuring Active
Properties as a tenant and potential purchaser of the Marion
Facility.

During the term of the Lease, Active Properties will obtain a
$1,000,000 comprehensive general liability insurance policy for
Tower Products' benefit.  Active Properties will also keep all
improvements on the premises insured against loss or damage by
fire with a $2,000,000 standard fire insurance policy in Tower
Product's name.

In the event that Active Properties elects to purchase the Marion
Facility under the Marion County Lease, it agrees to (x) take the
Marion Facility "as is, where is," and (y) be responsible for all
costs related to any environmental clean-up and site remediation.
Any unknown or future environmental liability with respect to the
Marion Facility will be Active Properties' obligation.

Tower Products believes that it has already obtained adequate
authority, with respect to the potential sale of the Marion
Facility, pursuant to the Court's Order authorizing and approving
expedited procedures for the sale or abandonment of de minimis
assets.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Court OKs Hiring of Deloitte as Tax Consultants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tower Automotive Inc. and its debtor-affiliates to
employ Deloitte Tax LLP as their tax service providers and tax
consultants, nunc pro tunc to June 7, 2005.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
related that Deloitte Tax has rendered tax services to the
Debtors since its formation in August 2004.  As a result, the
firm has considerable knowledge concerning the Debtors and is
already familiar with the Debtors' business affairs.  Moreover,
the firm's significant qualifications and extensive experience in
tax matters is widely recognized.  The Debtors, therefore,
believe that Deloitte Tax is well qualified and able to perform
tax services in a cost-effective, efficient, and timely manner.

Mr. Cantor reported that the Debtors have already sought and
obtained Court authority to employ Deloitte & Touche to provide
independent auditing and accounting services; Ernst & Young LLP
to provide internal auditing services; and Jefferson Wells
International, Inc., to provide internal tax and accounting
staff.  The firms assured the Debtors that they will make every
effort to avoid duplication of their work.

As the Debtors' tax consultants, Deloitte Tax will:

   (a) compute the Debtors' tax asset and stock basis to assist
       them in evaluating the income from the cancellation or
       discharge of indebtedness, including its effects under
       Internal Revenue Code Sections 108 and 1017 pertaining to
       tax basis in assets, tax basis in stock, and tax net
       operating loss carryovers.  These services will include a
       computation of the Debtors' cumulative earnings and
       profits to provide them with support regarding the tax
       effect of post-bankruptcy distributions to new equity
       holders;

   (b) advise the Debtors in evaluating and modeling alternative
       tax methodologies to understand post-bankruptcy tax
       attributes available under the applicable newly issued tax
       regulations and the absorption of these attributes based
       on the Debtors' operating projections, including a
       technical analysis of the effects of Treasury Regulation
       Section 1.1502-28 and the interplay with IRC Section
       108/1017;

   (c) advise the Debtors in evaluating and modeling the
       potential effect of the Alternative Minimum Tax in various
       post-emergence scenarios;

   (d) assist the Debtors in analyzing the effects of tax rules
       under IRC Sections 382(l)(5) and (l)(6) pertaining to the
       post-bankruptcy net operating loss carryovers and
       limitations on their utilization;

   (e) advise the Debtors in analyzing net built-in gain or loss
       position at date of bankruptcy to understand any
       limitations on use of tax losses generated from post-
       bankruptcy asset or stock sales;

   (f) assist the Debtors by working with their creditors and
       financial advisors on cash tax effects of bankruptcy and
       in understanding the post-bankruptcy tax profile;

   (g) advise the Debtors on the proper treatment of postpetition
       interest;

   (h) advising the Debtors on the proper treatment of
       prepetition and postpetition reorganization costs;

   (i) determine the state tax consequences of the income from
       the discharge of indebtedness and any ownership changes,
       including their resulting impact on the amount and use of
       state net operating losses;

   (j) advise the Debtors on the state tax aspects of the post-
       bankruptcy environment with a focus on optimizing the
       post-bankruptcy tax structure for state tax purposes.
       Strategies that are both general and specific will be
       developed and discussed with the Debtors' management.
       These strategies will concentrate on the potential
       reduction of state income and franchise, sales and use,
       payroll and unemployment, property, excise and gross
       receipts taxes, and other state taxes;

   (k) assist the Debtors in evaluating and modeling the effects
       of liquidating, merging, or converting entities as part of
       the post-emergence plan, including the effects on federal
       and state tax attributes, state incentives, apportionment,
       and other tax planning;

   (l) assist the Debtors in reviewing the potential effects of
       the US GAAP FAS 109 deferred tax and valuation allowances
       for potential tax basis in asset reductions as a result of
       their bankruptcy;

   (m) assist the Debtors in the review and analysis of tax
       treatment of items adjusted for GAAP purposes as a result
       of "fresh start" accounting, as required for the emergence
       date of the US GAAP balance sheet, to identify the
       appropriate tax treatment of adjustments to equity,
       including issuance of new equity, options, or warrants,
       and other adjustments to assets and liabilities recorded;

   (n) document, as appropriate, the tax analysis, opinions,
       recommendation, conclusions, and correspondences for any
       proposed restructuring alternative tax issue or other tax
       matters; and

   (o) perform other similar or related professional tax
       services, including, assistance in connection with reports
       requested of the Debtors by the Court, the U.S. Trustee
       and parties-in-interest, as the Debtors, their attorneys,
       or financial advisors may from time to time request.

The Debtors will pay Deloitte Tax for its services under its
customary hourly rates, subject to periodic adjustments:

                                            Hourly Rates
                                         National     Local
                                         ------------------
       Partner/Principal/Director        $450          $475
       Senior Manager                    $350          $390
       Manager                           $290          $300
       Senior Accountants/Consultants    $215          $215

In addition, Deloitte Tax will seek reimbursement for reasonable
and necessary expenses incurred in connection with the Debtors'
Chapter 11 cases.

Mr. Cantor reported that the Debtors have paid Deloitte Tax less
than $400,000 for tax services during calendar year 2004, plus
$120,529 during the 90 days prior to the Commencement Date.  The
firm is not currently owed any amounts for prepetition tax
services rendered to the Debtors.

Scott L. Shekell, a member of Deloitte Tax, assured Judge Gropper
that the firm:

   -- has no connection with the Debtors, their creditors or
      other parties-in-interest,

   -- does not hold any interest adverse to the Debtors' estates;
      and

   -- is a "disinterested person," as defined in Section
      101(14) of the Bankruptcy Code.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Scope of Ernst & Young's Employment Expanded
--------------------------------------------------------------
Judge Gropper of the U.S. Bankruptcy Court for the Southern
District of New York amends Tower Automotive Inc. and its debtor-
affiliates' application and its March 30, 2005, order on Ernst &
Young LLP's retention to incorporate a supplemental engagement
letter, which allows Ernst & Young to perform supplementary
services related to:

   (a) annual good will impairment testing required under
       generally accepted accounting principles to prepare the
       Debtors' financial statements; and

   (b) purchase price allocation in relation to the Debtors'
       purchase of the remaining 34% interest in their foreign
       subsidiary, Seojin, which was completed in February 2004.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRUMP HOTELS: Disputes N.J. & N.Y. Multi-Million Claims
-------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code, Trump Hotels &
Casino Resorts, Inc., nka Trump Entertainment Resorts, Inc., and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of New Jersey to disallow 12 claims:

    Claimant                          Claim No.     Claim Amount
    --------                          ---------     ------------
    New Jersey Dept. of the Treasury     2232            $44,868
    New Jersey Dept. of the Treasury     2234              4,075
    New Jersey Dept. of the Treasury     2258             73,919
    New Jersey Dept. of the Treasury     2260              5,450
    New Jersey Dept. of the Treasury     1450             51,357
    New Jersey Dept. of the Treasury     1983                250
    New Jersey Dept. of the Treasury     2199          8,642,236
    New Jersey Dept. of Labor            2184            690,563
    New Jersey Dept. of Labor            2185          1,113,878
    New Jersey Dept. of Labor            2186            564,490
    New York Dept. of Labor              2244                 21
    New York Dept. of Taxation            123              1,566

Charles A. Stanziale, Jr., Esq., at McElroy, Deutsch, Mulvaney &
Carpenter, LLP, in Newark, New Jersey, relates that each of the
Disputed Claims was filed untimely and lacks adequate support or
documentation.  Based on the Debtors' books and records, Mr.
Stanziale says, no amount is due and owing on account of the
Claims.

Mr. Stanziale notes that many of the Disputed Claims relate to
taxes, interest and penalties that the Debtors allegedly owe with
respect to periods several years before the Debtors' bankruptcy
petition date.

From the "scant" documentation attached to the Disputed Claims,
Mr.Stanziale notes, the bases for many of the claims are unclear.
With the exception of two on-going disputes that do not appear to
be related to any of the Disputed Claims, the Debtors are not
aware of any on-going disputes, audits or investigations that
could form the basis for the Disputed Claims.

The Debtors also object to Claim Nos. 2170, 2171 and 2195 filed by
the State of New Jersey.

The Claims do not provide adequate supporting evidence or
documentation, Charles A. Stanziale, Jr., Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, LLP, in Newark, New Jersey, says.

After reviewing their books and records, the Debtors concluded
that no amount is due and owing to the State on account of the
Claims.

According to Mr. Stanziale, the attachments to Claim Nos. 2171
and 2195 indicate that the Department of the Treasury is in the
process of conducting an audit.  These purported audits, Mr.
Stanziale says, have apparently not been completed and no audit
results have been released.

Claim No. 2170 and a portion of Claim No. 2171 seek to cause
THCR/LP Corp. to pay an Alternative Minimum Assessment on behalf
of THCR Holding, Trump Marina, Trump Taj Mahal Associates and
Trump Plaza Associates.

Donald J. Trump and THCR indirectly own Marina, Taj Mahal and
Plaza.  The Trump Casinos are each operated by a separate
partnership and none of the partnerships elected in 1995 through
2004 are to be taxed as a corporation for Federal or New Jersey
income tax purposes.

Mr. Stanziale notes that under the New Jersey law, the Trump
Casinos were not required to file separate Corporation Business
Tax returns and are not required to pay the Alternative Minimum
Assessment because partnerships not electing to be taxed as
corporations are not subject to the CBT.  "There is no express
provision in either the statutes and regulations relating to the
AMA or the New Jersey Casino Control Act that would impose the
AMA on the New Jersey consolidated returns filed by the Trump
Casinos."

Similarly, Mr. Stanziale continues, THCR Holding and THCR/LP
cannot be held liable for Alternative Minimum Assessments charged
to one or more of their indirectly owned partnership entities.

The Debtors ask the Court to disallow the Claims in their
entirety.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TRUMP HOTELS: Has Until Sept. 15 to Object to PDS Gaming's Claims
-----------------------------------------------------------------
Between March 29, 2001, and June 27, 2001, PDS Gaming Corporation
entered into three master lease agreements and accompanying lease
schedules for gaming and related equipment with Trump Taj Mahal
Associates, Trump Marina Associates and Trump Plaza Associates.

In January 2005, PDS filed 38 proofs of claim in the Debtors'
Chapter 11 cases.

The Debtors objected to PDS' Claim Nos. 1842 and 1844.  The
Objection was originally set for hearing on April 4, 2005, but it
has been continued to Sept. 21, 2005.

In a Court-approved stipulation, PDS and the Debtors agree that:

    1. The hearing on the Objection insofar as it relates to the
       Disputed PDS Claims will be continued to Oct. 19, 2005,
       at 10:00 a.m.

    2. PDS will file its response to the Objection no later than
       Oct. 12, 2005.

    3. If the parties are able to resolve the Disputed PDS Claims
       before the Continued Hearing, the parties will request that
       the Continued Hearing be vacated.

    4. The deadline by which the Debtors must file objections to
       any of the PDS Claims, including additional objections to
       the Disputed PDS Claims, will be extended to and including
       Sept. 15, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


TULLY'S COFFEE: Completes $17.5M Sale of Japan Trademarks to FOODX
------------------------------------------------------------------
Tully's Coffee Corporation and Tully's Coffee Japan Co., Ltd.,
completed the sale of their Japanese trademarks and intellectual
property assets to their licensee, FOODX Globe Co., Ltd., for
$17.5 million.

At closing, Tully's received $12,649,746 from Tully's Japan.
Tully's Japan paid $1,169,099 to Kent Central, LLC, a security
interest holder of the sold assets.

Tully's Japan withheld $3,681,155, pending the completion by
Tully's of certain tax filings with respect to the exemption of
this transaction from Japanese income taxes under the U.S./Japan
income tax treaty.  Tully's expects to receive the withheld amount
on or before October 7, 2005.  Also at closing the outstanding tax
indemnification claim previously made by Tully's Japan against
Tully's in the approximate amount of $900,000 was resolved without
any further payments by either party.

FOODX operates 270 Tully's retail stores in Japan.

Founded in 1992, Tully's Coffee Corporation --
http://www.tullys.com/-- is a leading specialty coffee retailer,
wholesaler and roaster.  Tully's retail division operates
specialty retail stores in Washington, Oregon, California and
Idaho.  The wholesale division distributes Tully's fine coffees
and related products through offices, food service outlets and
leading supermarkets throughout the West.  Tully's specialty
division supports Tully's licensees in the United States and Asia.
Currently, more than 350 company-operated and licensed Tully's
retail locations serve Tully's premium handcrafted coffees, along
with other complementary products.  Tully's corporate headquarters
and roasting plant are located in Seattle at 3100 Airport Way S.

At July 3, 2005, Tully's Coffee reports a $11,377,000
stockholders' deficit, compared to a $10,689,000 deficit at
April 3, 2005.


UNITED HOSPITAL: Walking Away from Unexpired Property Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave New York United Hospital Medical Center and its debtor-
affiliates permission to reject unexpired personal property
leases.

The Debtors explain to the Court that they no longer have any use
for the equipments and other items in connection with their
liquidation efforts.

The Debtors can now avoid administrative expenses and related
charges that provide no benefit to the Debtors' estate or to their
creditors by rejecting these leases:

Lessor's Name/Address      Type Of Property    Lessee's Name/Address
---------------------      ----------------    ---------------------
GE Capital Corp.            Copiers and         New York United Hospital
c/o Valentine & Kebartas    Office Equipment    Medical Center
15 Union Street                                 406 Boston Post Road
Lawrence, MA 01840                              Port Chester, NY 10573
Attn: Catherine Seidman

Olympus Financial           Medical Equipment   New York United Hospital
P.O. Box 200183                                 Medical Center
Pittsburgh, PA 15251                            406 Boston Post Road
                                                 Port Chester, NY 10573
        - and -

Olympus America, Inc.
Two Corporate Ctr. Dr.
Melville, NY 11747
Attn: Jason M. Gehrke

Milea Truck Leasing         Truck               New York United Hospital
885 E. 149 Street                               Medical Center
Bronx, NY 10455                                 406 Boston Post Road
                                                 Port Chester, NY 10573

Mediq PRN                   Hospital Bed        New York United Hospital
P.O. Box 7777-W0815         Mattresses          Medical Center
Philadelphia, PA19175                           406 Boston Post Road
                                                 Port Chester, NY 10573
         - and -

Mediq PRN
One Mediq Plaza
Pennsaulken, NJ 08110


Pitney Bowes                Postage Equipment   New York United Hospital
P.O. Box 856460                                 Medical Center
Louisville, KY 40285                            406 Boston Post Road
                                                 Port Chester, NY 10573

Big Dee Auto Sales          Automobile          New York United Hospital
258 E. Main Street                              Medical Center
Elmsford, NY 10523                              406 Boston Post Road
Attn: Malina Fortuniewicz                       Port Chester, NY 10573

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a 224-bed, community healthcare provider and a
member of the New York-Presbyterian Healthcare System, serving
several Westchester communities, including Port Chester, Rye,
Mamaroneck, Rye Brook, Purchase, Harrison and Larchmont.  The
Company filed for chapter 11 protection on December 17, 2004
(Bankr. S.D.N.Y. Case No. 04-23889).  Lawrence M. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $39,000,000 and
total debts of $78,000,000.


US MINERAL: Trustee Gets Court Nod to Amend McCarter Engagement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Anthony R. Calascibetta, the chapter 11 Trustee appointed in
United States Mineral Products Company's bankruptcy proceeding,
permission to amend the retention of McCarter & English, LLP.

The Debtor retained McCarter as its special counsel on Sept. 5,
2001, nunc pro tunc to July 23, 2001.  McCarter & English served:

   (i) as insurance counsel in litigation with the Debtor's
       insurance companies relating to insurance coverage;

  (ii) as coordinating counsel for the Debtor's asbestos claims;

(iii) as counsel defending non-asbestos claims against the Debtor
       in the Supreme Court of New York, County of Oneida (Gina M.
       Hammond, et al., vs. Alekna Construction, et al.) and in
       the Pennsylvania Commonwealth Court (Pennsylvania
       Department of General Services, et al., vs. United States
       Mineral Products Company, et al.); and

  (iv) as special conflicts counsel to handle any legal matter in
       the case for which Pepper Hamilton LLP has a conflict.

                           Objections

The Official Committee of Asbestos Personal Injury and Property
Damage Claimants filed several objections to McCarter's fee
applications on the grounds that the Firm was not properly
retained to represent the Debtor in the Emar Group litigation
pending in the New Jersey Superior Court, Middlesex County in New
Jersey (United States Mineral Products Co. v. Emar Group, Inc.,
Docket No. L-8774-01).  Although McCarter disputed the
allegations, it agreed to file an amended application for its
retention in the Emar Litigation to settle the parties' dispute.

The Debtor's management and Mr. Calascibetta regard the Emar
Litigation as a valuable asset, and Mr. Calascibetta currently
intends to continue to prosecute the action to conclusion or
settlement.  Under the Fourth Amended Plan of Reorganization dated
June 21, 2005, jointly proposed by the Trustee and the Asbestos
Committee, any net recovery from the Emar Litigation will be
distributed to the Asbestos Trusts to be formed for the benefit of
asbestos claimants.

The Firm's applications for interim compensation for the period
from July 23, 2001, through Oct. 31, 2004, covered an aggregate of
$997,681 for fees and $157,732 for expenses.  The Debtor paid
McCarter in full for the Firm's services rendered for the period
July 23, 2001, through Apr. 30, 2003.  Due to several objections
to the Firm's retention, McCarter has not been paid for any
services rendered after May 1, 2003.  Unpaid fees for the period
from May 1, 2003, through Oct. 31, 2004, total $503,712, while
unpaid expenses for the same period aggregate $107,352.  In
addition, the Firm filed monthly applications for the period from
Nov. 1, 2004, through Apr. 30, 2005, seeking $364,597 in aggregate
fees and $88,745 in unpaid expenses.

In support of the objections, the Asbestos Committee asserted that
the Firm:

   (i) rendered legal services outside the scope of its retention
       which were thus not compensable;

  (ii) included entries in its fee applications that were
       inadequate in form and substance as to the sufficiency of
       the descriptions of services;

(iii) provided services that were in some instances of no benefit
       to the estate or were excessive;

  (iv) billed for services as a professional with respect to a
       matter in which it was only a third party witness; and

   (v) has failed to comply with scheduling and filing
       requirements relating to the submissions of monthly fee
       statements and quarterly fee applications.

                        Preference Action

Also, in July 2003, the Debtor sought to recover from McCarter
$962,953 in alleged preferential transfers.  The Court authorized
the Asbestos Committee and the Legal Representative of Future
Asbestos Claimants to intervene as parties plaintiff in the
McCarter Preference Action and to commence service of process as
of Oct. 25, 2004.  As a result of settlement negotiations, service
was not initiated and pursued in the preference action.

                       Settlement Agreement

The Asbestos Committee, McCarter, and Mr. Calascibetta, reached an
agreement, subject to Bankruptcy Court approval, to resolve the
objections and the McCarter Preference Action.  Pursuant to the
stipulation, McCarter agreed to reduce and withdraw, with
prejudice, its entitlement to seek a $250,000 allowance from the
gross amount of professional fees and disbursements from July 23,
2001, to Oct. 31, 2004.  The waived amount will then be deducted
to the fees due to McCarter in connection with the Emar
Litigation.

Anthony Bartell, Esq., discloses his Firm's professionals bill:

              Designation            Hourly Rate
              -----------            -----------
              Members & Counsel      $290 - $600
              Associates             $180 - $310
              Paraprofessionals      $100 - $165

Also, in the event of any settlement or judgment in the Emar
Litigation, Mr. Bartell said that McCarter will be entitled to
receive:

   (i) 7.5% of the recovered amount up to a maximum of $50,000, if
       the settlement or judgment is more than $8 million; and

  (ii) 15% of any actual recoveries in excess of $9 million in
       judgment.

Mr. Bartell disclosed that his Firm represents 16 of the Debtor's
co-defendants in the asbestos-related bodily injury litigation:

       -- Owens-Illinois, Inc.
       -- Porter Hayden Company
       -- AcandS, Inc.
       -- The Flintkote Company and Flintkote Mines
       -- LaBour Pump Company
       -- The Caterpillar Company
       -- STerling Fluids Americas
       -- Builder First Source/Blackstone Lumber
       -- Parker Hannifin Corporation
       -- Bristol Myers Squibb Corporation
       -- Ashland Chemical
       -- InterCity Products
       -- AEC Sterling Corp.
       -- Tackett Corporation
       -- American Optical
       -- The Strober Organization

As a term and condition of its retainer by its asbestos clients,
the Firm does not pursue active cross claims on behalf of one
asbestos client against any other asbestos client.  Also, the Firm
will not assert a postpetition claim against the Debtor on behalf
of any asbestos defendant.

To the best of the Trustee's knowledge, and except as otherwise
disclosed, McCarter does not hold any interest materially adverse
to the Debtor's estate.

Headquartered in Stanhope, New Jersey, United States Mineral
Products Company manufactures and sells spray-applied fire
resistive material to the constructions industry in North America
and South America.  The Company filed for chapter 11 protection on
July 23, 2001 (Bankr. D. Del. Case No. 01-2471).  Henry Jon
DeWerth-Jaffe, Esq., at Pepper Hamilton LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$23,773,000 and total debts of $13,864,000.


USG CORP: Creditors Panel Files Status Report on Adversary Actions
------------------------------------------------------------------
Pursuant to the directive of U.S. Bankruptcy Court for the
District of Delaware, the Official Committee of Unsecured
Creditors appointed in USG Corporation and its debtor-affiliates'
chapter 11 cases filed a Status Report for the over 200 adversary
proceedings commenced by the Committee against certain parties.

A list of the Adversary Proceedings is available for free at:

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

Michael Lastowski, Esq., at Duane Morris LLP, in Wilmington,
Delaware, tells the Court that in accordance with a July 29, 2003
order, the time by which the summons and complaints in the
Adversary Proceedings are required to be served has been extended
until 90 days after confirmation of a plan of reorganization in
the Debtors' Chapter 11 cases.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 95; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Wants Until March 1 to Make Lease-Related Decisions
-------------------------------------------------------------
USG Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time within which
they may file a motion to assume, assume and assign, or reject
their unexpired non-residential real property leases through and
including March 1, 2006.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tell Judge Fitzgerald that the Debtors have
approximately 155 real property leases.  Given the importance of
their real property leases to their ongoing operations and the
number of leases at issue, the Debtors need more time to decide
on how to treat their leases pursuant to Section 365(d)(4) of the
Bankruptcy Code.

Pending their decision, the Debtors assure the Court that they
will perform all of their obligations pertaining to the leases
arising from and after the Petition Date in a timely fashion,
including payment of postpetition rent due.  Therefore, there
should be little or no prejudice to the landlords under the real
property leases as a result of the requested extension.
According to the Debtors, the aggregate amount of prepetition
arrearages under the leases is relatively small, as rent under
many of the leases was paid in advance.

The Court will convene a hearing on September 26, 2005, to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' lease decision deadline is automatically
extended through the conclusion of that hearing.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 94; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARIG S.A.: Rio de Janeiro Labor Court Blocks VarigLog Sale
-----------------------------------------------------------
Judge Giselle Bondim Lopes Ribeiro, of the federal labor court in
Rio de Janeiro, Brazil, blocked VARIG, S.A., from selling its
cargo unit, Varig Logistica, S.A., to Matlin Patterson Global
Advisers, LLC, on August 31, 2005, at the request of the National
Federation of Civil Aviation Workers, known as Fentac.

The judge accepted Fentac's allegations that the sale was
fraudulent and harmful to workers.

The Matlin Deal is projected to generate around $103 million in
cash to cover overdue debts.

According to the Local Court, VarigLog's value is estimated at
$300 million, which is three times higher than the $100 million
valuation agreed by VARIG and Matlin Patterson.

"I accept [Fentac's] allegations and rule that the company
shouldn't be sold," Judge Lopes Rebeiro said.

VARIG president David Zylberstajn warned that if the Local Court
maintains a suspension of the VarigLog sale, VARIG could halt
operations.  The sale of VarigLog is the airline's only
alternative to resolve its short-term cash difficulties.

VARIG is appealing the Local Court's decision that granted the
injunction against the VarigLog sale.  The injunction also
prevents VARIG from selling its maintenance unit, Varig
Engenharia e Manutencao.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: GATX Financial Wants Interest in Assets Protected
-------------------------------------------------------------
GATX Financial Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to modify the Preliminary Injunction
so that it may protect its interests in four aircrafts leased to
Viacao Aereas Rio-Grandense, S.A., and Rio-Sul Linhas Aereas, S.A.

GATX also asks the Court to immediately provide relief from the
Preliminary Injunction because its rights are not adequately
protected.

Pursuant to certain lease agreements, GATX Financial Corporation
currently leases four aircraft to the Foreign Debtors:

   Aircraft MSN     Aircraft Type    Lessee    Lease Date
   ------------     -------------    ------    ----------
      28870            B737-300       VARIG    05/19/1998
      30477            B737-800       VARIG    11/21/2001
      30571            B737-800       VARIG    09/06/2001
      23922            B737-3YO      Rio-Sul   11/01/2000

Under the GATX Leases, the Foreign Debtors are obligated to pay
rent and other payments for their use of the Aircraft on a
monthly basis.  In addition, the Foreign Debtors need to maintain
the Aircraft on a continuous basis.

                   Failure to Make Lease Payments

Stephen H. Gross, Esq., at Hodgson Russ, LLP, in New York, tells
Judge Drain that the Foreign Debtors failed to make rental
payments with respect to the Aircraft, which payments were due
since the Preliminary Injunction was entered.  The Foreign
Debtors also remain in arrears to GATX after the Petition Date in
Brazil.

GATX sent default notices by facsimile and e-mail to the Foreign
Debtors.  Mr. Gross notes that the requisite five-day cure period
has expired and the Foreign Debtors have failed to cure the past
due amounts.

                   Failure to Maintain Aircraft

Mr. Gross asserts that the GATX Leases had set forth very
detailed requirements for both the maintenance of the Aircraft
and for their return at the end of the relevant Lease.

GATX had previously found out that an engine relating to Aircraft
23922 malfunctioned and was removed and disassembled, but has
still not been properly repaired, maintained, or stored by the
Foreign Debtors.  GATX believes that the "improper maintenance"
has continued since the Preliminary Injunction was entered in the
Foreign Debtors' Section 304 Proceedings in the United States
Bankruptcy Court.

Paul Rehder of Aviation Management, LLC, which provides aircraft
technical maintenance, inspection and evaluation consulting
services to GATX, attests in a declaration that individuals
associated with or employed by the Foreign Debtors have "removed
and cannibalized" parts of the Engine for use in replacing
failing parts on other aircraft in the Foreign Debtors' fleet.

"This constitutes a violation of the terms of the Leases and,
more importantly, raises serious questions as to the safety of
the Foreign Debtors' ongoing operations," Mr. Gross argues.

Specifically, Mr. Rehder notes that due to the highly humid
weather conditions in Brazil, additional storage and preservation
steps should be taken to properly preserve the integrity of the
Engine.  Those steps have not been taken.  Major parts and
accessories had been removed from the Engine and not replaced.
The fan blades -- large blades on the front of the engines -- had
been removed from the fan module.  A significant number of parts
and other accessories which would normally remain with the Engine
when it is inducted into the shop had been removed.

               Other Lessors Share Similar Concerns

Mr. Gross recounts that other lessors, like International Lease
Finance Corporation, have also reported that the Foreign Debtors
continue to remove components from other aircraft that are in a
non-operating, non-stored condition, and use those components to
keep the remainder of the Foreign Debtors' fleet operational.

GATX has also learned that VARIG is not subscribing to the
Compass engine trend monitoring program -- a type of engine
analysis that details engine problems and possible solutions.

Mr. Gross asserts that, under the present circumstances, each day
that the Aircraft remain with the Foreign Debtors, particularly
without payment of the Lease Amounts, causes the value of GATX's
interest in the property to be seriously diminished, if not
eliminated.

                         *     *     *

Judge Drain directs Vicente Cervo and Eduardo Zerwes,
Representatives for the Foreign Debtors, to show cause before the
Court on September 12, 2005, as to why an order should not be
entered vacating the terms of the Preliminary Injunction Order in
favor of GATX.

Any response to the Order to Show Cause must be filed no later
than September 9, 2005.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Lessor Wants to Take Action on 11 Leased Aircrafts
--------------------------------------------------------------
International Lease Finance Corporation asks the Hon. Robert D.
Drain of the U.S. Bankruptcy Court for the Southern District of
New York to modify the Preliminary Injunction so that it may take
actions necessary to protect its interests with respect to several
aircrafts leased to Viacao Aerea Rio-Grandense, S.A., and its
subsidiary, Rio-Sul Linhas Aereas, S.A.

ILFC currently leases 11 aircraft to the Foreign Debtors pursuant
to certain lease agreements:

   Aircraft MSN     Aircraft Type    Lessee    Lease Date
   ------------     -------------    ------    ----------
      24961            B737-300       VARIG    10/04/1991
      28055            B737-500      Rio-Sul   04/30/1998
      28201            B737-500      Rio-Sul   02/20/1998
      30635            B737-700      Rio-Sul   07/23/2002
      28224            B737-700      Rio-Sul   08/15/2002
      26247           B757-200ER      VARIG    08/31/2004
      26248           B757-200ER      VARIG    09/23/2004
      26249           B757-200ER      VARIG    11/16/2004
      26250           B757-200ER      VARIG    12/21/2004
      28689           B777-200ER      VARIG    11/02/2001
      28692           B777-200ER      VARIG    11/19/2001

Under the 11 leases, VARIG is obligated to pay ILFC, on a monthly
basis, rent and other payments for its use of the Aircraft.  In
addition, the Foreign Debtors are obligated to maintain the
Aircraft.

Jon Yard Arnason, Esq., at Klestadt & Winters, LLP, in New York,
believes that continuing the Preliminary Injunction would be
appropriate only if VARIG made rental and maintenance reserve
payments, maintained its aircraft and otherwise complied with the
terms of the relevant leases for its aircraft.  VARIG's failure to
comply with the terms of the Leases, therefore, justifies the
vacation of the  Preliminary Injunction insofar as it applies to
ILFC so ILFC can take appropriate steps to protect its property.

Prior to the institution of the Foreign Debtors' bankruptcy
proceedings in Brazil, the parties had agreed that VARIG would
return all 11 of the Aircraft to ILFC.  To that end, a consultant
hired by ILFC -- Jock A. Seals -- went to Brazil to supervise the
return of the Aircraft and ensure that they met the detailed
return conditions set forth in each of the relevant Leases.  Mr.
Seals' findings with respect to the Aircraft are set forth in his
Affirmation dated August 17, 2005.

              Foreign Debtors' Postpetition Defaults

Mr. Arnason informs Judge Drain that the Foreign Debtors have
failed to make Rental Payments with respect to four aircraft --
30635, 26247, 28055, and 28689.

Mr. Arnason says that the payment to the four aircraft became due
and owing since the entry of the Preliminary Injunction in the
Foreign Debtors' Section 304 Proceedings.  Moreover, the Foreign
Debtors remain in arrears to ILFC postpetition.

ILFC served separate Notices of Default on Rio Sul and VARIG with
respect to the leases pertaining to the four Aircraft.

Each of the Notices of Default provides for a period of five
business days for the Foreign Debtors to make payment on the past
due amounts before ILFC seeks relief from the U.S. Bankruptcy
Court or elsewhere.  Mr. Arnason notes that the cure period has
expired and the Foreign Debtors have failed to pay the past due
amounts.

                    Poor Aircraft Maintenance

According to Mr. Arnason, the Leases set forth very detailed
requirements for both the maintenance of the Aircraft and for
their return at the end of the relevant Lease term.

In connection with the contemplated return of the Aircraft, ILFC
learned that the Aircraft have been improperly maintained or
damaged by the Foreign Debtors.  Mr. Arnason points out that the
"improper maintenance" has continued since the Preliminary
Injunction was entered.  This is a violation of the terms of the
Leases and, more importantly, raises serious questions as to the
safety of the Foreign Debtors' ongoing operations.

As set forth in detail in the Seals Affirmation, the Foreign
Debtors are operating, and continue to operate several of the
Aircraft that have structural damage in excess of the allowable
limits, as required by the aircraft manufacturers' Structural
Repair and Maintenance Manuals.  The dents and repairs are
located on all of the ILFC 737s and both of the ILFC 777
aircraft.

In addition, the Seals Affirmation indicated that the Foreign
Debtors continue to remove components from other aircraft that
are in a non-operating, non-stored condition, and use those
components to keep the remainder of their fleet operational.  The
ILFC employees attest that they have witnessed individuals
associated with or employed by the Foreign Debtors "removing and
cannibalizing parts of ILFC's Aircraft."

ILFC also informs Judge Drain that one of its 737 aircraft was
placed on the ground for four weeks and was not protected from
Brazil's high humidity climate.  ILFC contends that VARIG
undertook no measures to protect the aircraft and its components
from damage due to prolonged exposure.  Furthermore, ILFC found
that at least 17 various components had been removed from the 737
Aircraft and distributed to other aircraft throughout the VARIG
fleet.

Along with other practices of poor aircraft maintenance, ILFC has
also learned that, to save costs, VARIG is not subscribing to the
Compass engine trend monitoring program on the eight engines that
power the 757s.  Mr. Arnason explains that "trend monitoring"
refers to the collection and analysis of engine data to predict
potential engine problems.  When utilized, trend monitoring
allows the engine operator to detect and correct engine problems.
Without trend monitoring, there is no ability to plan for
maintenance and avoid unexpected engine failures.  As a result,
engine problems that could have been rectified inexpensively
cause engine failures and much greater expenses.

                Foreign Representatives Respond

Vicente Cervo and Eduardo Zerwes, Foreign Representatives for
Viacao Aerea Rio-Grandense, S.A., and Rio Sul Linhas Aereas,
S.A., ask Judge Drain to deny International Lease Finance
Corporation's request to lift the preliminary injunction.

The Foreign Representatives do not deny that temporary liquidity
constraints have resulted in delayed lease payments.  However,
they argue that the Preliminary Injunction should continue for an
additional period to allow a pending financing transaction to
proceed.  That transaction is expected to cure all debts under
the leases and provide adequate assurance of current payments of
all leases and other operating expenses.

Harry E. Garner, Esq., at Pillsbury, Winthrop, Shaw, Pittman,
LLP, in New York, relates that, with a brief extension of the
Preliminary Injunction, the Foreign Debtors have a realistic
chance of successfully completing their bankruptcy proceedings in
Brazil in a reasonably short period of time.  If the Preliminary
Injunction is lifted, the Foreign Debtors risk damage to their
business to the detriment of all their creditors, including ILFC,
other lessors, trade creditors and employees.

Mr. Garner tells the United States Bankruptcy Court that all of
the Foreign Debtors' lessors received current payments during the
first weeks immediately following the Petition Date in Brazil.
No lessor is currently in arrears exceeding 45 days.  Therefore,
briefly extending the Preliminary Injunction at this time should
be deemed consistent with U.S. policy and practice, particularly
where a transaction is not just in prospect but is actually
pending.

The Foreign Debtors deny ILFC's allegations and statements
regarding aircraft maintenance issues.  VARIG and its affiliates
can demonstrate that they have consistently carried out proper
and sufficient maintenance with respect to ILFC's aircraft.

Mr. Matos Olivieri, states that the VARIG engineering team works
to maintain the structural integrity of all aircraft in the VARIG
fleet following manufacturer-specific structural repair manuals
and maintenance plans. The dents and repairs pointed out by Jock
A. Seals, the consultant hired by ILFC, are minor according to the
SRMs.

VARIG is inspecting and repairing its fleet according to the new
rules that are applicable during aircraft structural heavy
maintenance.  The aircraft currently in operation in VARIG's
fleet are kept in strict compliance with the recommendations of
their manufacturers and aviation authorities.

Mr. Matos Olivieri asserts that it is not true that the ILFC
Aircraft is being used as a spare parts bin.  VARIG has control
of parts removed from the aircraft and it is trying to obtain
replacement parts to be installed.  VARIG has enough spare parts
to complete its maintenance of the aircraft in a short time, or
at least as soon as the interim financing becomes effective,
which financing will give the company the ability to retrieve
parts back from vendors.

Mr. Olivieri assures the Court that all missing parts removed
from the Aircraft were transferred to other aircraft to comply
with ILFC's request for return, and at the same time to maximize
the number of aircraft in operation in VARIG's fleet.

Mr. Matos Olivieri further states that VARIG has never parked an
aircraft with the sole aim of storage.  Excessive down times are
usually maintenance related, as a result of unexpected events.
As part of VARIG's safety policy, any aircraft subjected to a
prolonged non-routine maintenance service is submitted to a
complete 4A check prior to its return to service, which includes
all maintenance activities that are scheduled to be performed
every 1,000 hours of operation.  Moreover, the removal of
components from one aircraft to install on other aircraft
operated by the same airline is a common FAA-approved procedure
in the aviation industry.

With regard to ILFC's allegation of aircraft neglection, Mr.
Matos Olivieri points out that the relevant plane was, in good
faith, removed from revenue service on June 15, 2005, as
requested by ILFC to be returned immediately.  When the Aircraft
was called to the hangar, it was complete and complied with all
maintenance requirements.  The engines and other components were
removed because they were not ILFC property.

Mr. Matos Olivieri notes that a majority of the maintenance
activities to preserve the Aircraft are being carried out.  VARIG
plans to place the Aircraft back into revenue service, painted in
new livery, next September.

The Foreign Representatives contend that the list of minor issues
raised by Mr. Seals does not represent the sort of problems that
would cost hundreds of thousands of dollars to remedy.  Although
Mr. Seals can argue that some protection devices in use are not
proper, all of them have equivalent functionality.

With respect other allegations in the ILFC Request, on-wing
maintenance for engines on the Boeing 757 aircraft operated by
VARIG is permitted in a Boeing maintenance planning data
document, Mr. Garner explains.  Also, engine trend-monitoring is
neither a mandatory nor an optional requirement defined in that
document, and therefore, VARIG is not obliged to perform engine
trend monitoring on those engines.

Rolls-Royce, the engine manufacturer, does not impose engine
trend-monitoring programs.  Boeing 757 aircraft are also not used
on extended twin over-water operations.  The engine trend program
mentioned in the Seals Affirmation is software for the analysis
of gas turbine engines used by Rolls-Royce engine operators.
That software is an effective engine-monitoring tool that may be
used to improve operation and maintenance scheduling, and it is
an optional predictive maintenance tool.

According to the Foreign Representatives, VARIG does perform
engine trend analyses for other engine types.  The Boeing 757
model was first added to the VARIG fleet less than one year ago
and all engines have been overhauled recently.  For this reason,
VARIG is still in the process of obtaining the Compass software
for the trend analysis applicable to these specific engines and
will implement it very soon.

Mr. Garner insists that the Foreign Debtors' high standard and
reputation for quality maintenance is widely recognized in
Brazil, the United States and internationally, and the subject of
consistent inspection by the regulatory authorities.  The Foreign
Debtors' aircraft maintenance practices complies with all
regulatory and manufacturer maintenance requirements for safety
and airworthiness in Brazil and in every other country to which
they are subject.

Mr. Garner asserts that whether or not a particular aircraft in
the fleet meets the individual sensibilities of Mr. Seals or
ILFC's technical return conditions, is irrelevant to the
requirements of the Preliminary Injunction to maintain the
aircraft.

                       Seals and ILFC React

Mr. Seals tells the Court that, while statements regarding
VARIG's previous high standards and quality maintenance
reputation are rife throughout the Foreign Representative's
Objection and Mr. Matos Olivieri's Declaration, little is done to
address the more relevant and immediate concerns conveyed by ILFC
in its request, namely, the cost of returning the Aircraft to
levels of airworthiness as defined in the Leases.

ILFC disagrees with VARIG with respect to four issues:

   (a) Damage to the Aircraft

       Despite VARIG's claims to the contrary, the structural
       damage observed by Mr. Seals on the Aircraft exceeds the
       allowable limits as set forth in Boeing's Structural
       Repair and Maintenance Manuals and, accordingly, DAC and
       the FAA requirements to maintain the aircraft original
       type design.

   (b) Storage

       Contrary to Mr. Matos Olivieri's assertions, VARIG is not
       storing the Aircraft in compliance with the appropriate
       manufacturer regulatory guidelines.  The Aircraft has now
       been "waiting," Mr. Seals estimates, for 72 days with
       minimal storage procedures being applied.

   (c) Trend monitoring

       VARIG downplays the importance of the critical engine
       maintenance tool and fails to mention that it is required
       by VARIG's own on condition maintenance program.  VARIG
       asserts that it will implement the trend monitoring
       software, which is to say it has yet to do so.

   (d) Removal of Parts

       VARIG asserts that this activity is common and accepted in
       the airline industry, which again, wholly misses the
       point.  VARIG's removal of parts from the ILFC Aircraft is
       not permitted by Article 12 of the Leases and will cost
       ILFC tremendous amounts of money to return the Aircraft to
       an airworthy condition in the event that VARIG must
       terminate the Leases and return the Aircraft on short
       notice.  This is not an unlikely scenario given VARIG's
       financial situation.

Mr. Seals notes that VARIG consistently blames its failure to
maintain the Aircraft on its current financial problems yet
discusses its future plans to rectify any deficiencies in the
current maintenance program.  In the meantime, ILFC has been
relegated to standing on the sidelines and waiting for the
rectification to occur while the value of its Aircraft diminishes
further on a daily basis.

Mr. Seals estimates that the cost of maintenance for the ILFC
aircraft to be millions of dollars.  Thus, the potential damage
to ILFC -- even disregarding the monthly rental payments -- is
large.  VARIG has never addressed the ongoing expense and
diminution of value of ILFC's Aircraft.

           VARIG Agrees to Pay Postpetition Obligations

In a Court-approved stipulation, ILFC, the Foreign Debtors and
Wells Fargo Bank Northwest N.A., stipulate that, in consideration
of mutual promises, agreements, releases and covenants, ILFC's
request is withdrawn without prejudice.

In exchange for ILFC's withdrawal, the Foreign Debtors will pay
all amounts that fell due on or after June 18, 2005, and that
remain due and owing to ILFC as of September 20, 2005, including
all past due amounts, as well as default interest, and $150,000
in attorneys' fees.

The Foreign Debtors have failed to pay amounts that have fallen
due under the Leases since the date they filed for Judicial
Recuperation protection in the Brazilian Court.  The Foreign
Debtors were obligated to pay approximately $4.3 million as of
August 31, 2005.

All amounts will have been credited to ILFC's bank accounts as
defined in the Leases by the close of business on September 20,
2005.

The parties also agree that the Foreign Debtors will remain
current on all payments, including rent, maintenance reserves,
reserves, and additional rent that fall due on September 20,
2005, to ILFC in accordance with the terms of each lease for the
Aircraft, on a going forward basis pursuant to the terms of the
Preliminary Injunction.

The Foreign Debtors will further maintain and insure the Aircraft
on a current basis.  When it removes the Engines from the
airframes, VARIG will deliver them to ILFC for the purpose of
restoration.

The engines will be restored at qualified maintenance facilities
which may include those currently used by the Foreign Debtors and
which will be reasonably satisfactory to VARIG based upon quality
and economic factors.  ILFC will finance the cost for the
restorations.  The costs will be deemed postpetition obligations
in accordance with Article 67 of the NBRL, provided VARIG and
ILFC first agree on the scope for each engine restoration, the
terms for VARIG's repayment of all restoration costs, and other
relevant terms relating to financing.

In the event the Foreign Debtors fail to comply with the
Stipulation, they will:

   (i) remove all Aircraft from commercial services not later
       than the close of business on September 21, 2005;

  (ii) by October 4, 2005, return all Aircraft to ILFC and
       deregister the planes from the Brazilian Register of Civil
       Aviation and to procure final customs clearance for all
       Aircraft allowing them to be exported from Brazil with
       Export Certificates of Airworthiness for the United States
       and otherwise fully cooperate with ILFC in the process of
       deregistration of the Aircraft and with respect to all
       other actions necessary and appropriate to return the
       Aircraft to ILFC including ferry flights; and

(iii) on October 20, 2005, return to ILFC all aircraft records
       relating to the Aircraft.

In the event they fail to comply with any of the ILFC Lease
provisions, within five business days after receipt of a default
notice from ILFC, the Foreign Debtors will:

   (i) remove the Aircraft under the Defaulted Lease from
       commercial services within 24 hours after the five-day
       period;

  (ii) within 14 days after five-day period, return the Aircraft
       to ILFC and deregister the planes from the Brazilian
       Register of Civil Aviation and procure final customs
       clearance for the planes, allowing the Aircraft to be
       exported from Brazil with Export Certificates of
       Airworthiness and otherwise fully cooperate with ILFC in
       the process of deregistration of the Aircraft and with
       respect to all other actions necessary and appropriate to
       return the Aircraft to ILFC including ferry flights; and

(iii) return to ILFC all aircraft records relating to the
       Aircraft not later than 30 days after the five-day period.

On September 8, 2005, VARIG and ILFC will jointly apply to the
Brazilian Court for an order substantially identical to those set
forth in the Stipulation.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


W.R. GRACE: Pitney Hardin Fights N.J. State in Environmental Suit
-----------------------------------------------------------------
On June 1, 2005, the Attorney General for the State of New Jersey
filed a complaint alleging, among other things, that W.R. Grace &
Co., and its debtor-affiliates -- as former operators of an
industrial plant in Hamilton, New Jersey -- falsified documents to
state environmental authorities about asbestos-contaminated soil.

Pursuant to the Industrial Site Recovery Act, the New Jersey
Action seeks to impose a civil penalty against the Debtors and
two of its former executives for the transmission of allegedly
false information in connection with a report they submitted to
the New Jersey Department of Environmental Protection in June
1995.  The report was required by ISRA in response to the
cessation of the Debtors' plant operations.

Specifically, the New Jersey Action seeks to assess a $25,000
civil penalty against the Debtors and the former executives, and
$25,000 for each day from June 5, 1995, they failed to correct
the false information.  In addition, pursuant to the New Jersey
Spill and Compensation Act, the Action seeks to impose a civil
penalty for $50,000 against the Debtors and the former executives
and $50,000 for each day from June 5, 1995, they failed to
correct the alleged false information in the ISRA Report.

The Debtors explain that they have selected Pitney Hardin LLP as
their special counsel in the New Jersey Action.

The Debtors relate that Pitney Hardin has represented them in a
variety of litigated and non-litigated matters in New Jersey and
New York during the last 15 years.  Pitney Hardin has become very
knowledgeable and familiar with the Debtors' businesses and
operations by handling a variety of matters including those
relating to environmental remediation and cost recovery,
insurance coverage for environmental claims, general commercial
litigation, real estate transactions, and environmental
permitting.  The firm was also involved in a variety of asbestos-
related matters arising from claims involving the Debtors in
various parts of the country.

Pitney Hardin has also previously represented the Debtors with
respect to the subject matters covered by the New Jersey Action.
In addition, in May 2001, the Debtors employed Pitney Hardin in
their Chapter 11 cases to represent them with respect to three
distinct litigation matters.

Against this backdrop, the Debtors sought and obtained the U.S.
Bankruptcy Court for the District of Delaware's authority to
extend the scope of Pitney Hardin's employment, nunc pro tunc to
June 1, 2005, so that the firm may represent them with respect to
the New Jersey Action.

The Debtors inform Judge Fitzgerald that the firm has already
begun work on formulating a response to the New Jersey Complaint.

Anthony J. Marchetta, Esq., a member of the firm, assures the
Court that Pitney Hardin does not represent or hold any interest
adverse to the Debtors or to their estates with respect to the
specific matters of the New Jersey Action.

Pitney Hardin will be paid in accordance with its customary
hourly rates for services rendered.  The firm will also be
reimbursed for actual, necessary expenses incurred.

The primary attorneys of Pitney Hardin who will be handling the
relevant matters in the New Jersey Action and their current
standard hourly rates are:

          Attorney                          Hourly Rate
          --------                          -----------
          Anthony J. Marchetta, Esq.           $525
          John J. O'Reilly, Esq.               $450
          Michael E. Waller, Esq.              $375
          Mark S. Morgan, Esq.                 $200
          Mark A. Meyer, Esq.                  $195

Pitney Hardin's hourly rates are subject to periodic adjustments
to reflect economic and other conditions.  Other attorneys or
paralegals may, from time to time, serve the Debtors with respect
to the New Jersey Action.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue Nos. 93 & 94; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Steering Committee Demands Payment of Fees
-------------------------------------------------------------
Through July 31, 2005, the Steering Committee has incurred
$725,131 in fees and $73,947 in expenses through Hennigan,
Bennett & Dorman LLP's efforts to protect and enforce the
Steering Committee's rights under the First Lien Credit
Agreement and related credit documents.

The Steering Committee consists of Contrarian Funds, LLC,
Satellite Senior Income Fund, LLC, CP Capital Investments,
LLC, Wayland Distressed Opportunities Fund I-B, LLC, and
Wayland Distressed Opportunities Fund I-C, LLC.

According to Sidney P. Levinson, Esq., at Hennigan, Bennett &
Dorman LLP, in New York, Section 506(b) of the Bankruptcy Code
provides that "to the extent that an allowed secured claim is
secured by property the value of which, after any recovery under
[Section 506(c)], is greater than the amount of such claim, there
shall be allowed to the holder of such claim, interest on such
claim, and any reasonable fees, costs, or charges provided for
under the agreement under which such claim arose."

In this regard, the Steering Committee asks the U.S. Bankruptcy
Court for the Southern District of New York to direct the
WestPoint Stevens, Inc., its debtor-affiliates or WestPoint Home,
Inc., formerly known as Textile Co., Inc., the purchaser of
substantially all of the Debtors' assets, to immediately pay the
$725,131 in fees and $73,947 in expenses incurred by Hennigan on
the Steering Committee's behalf.  The Steering Committee also asks
the Court to compel the Debtors or the Purchasers to continuing
paying its fees and expenses on a current basis.

The Debtors admitted and the Court found that the Steering
Committee's claims under the First Lien Credit Agreement were
oversecured on the Petition Date, thereby satisfying the first
requirement under Section 506(b), Mr. Levinson notes.  Similarly,
Mr. Levinson continues, the Court recently concluded in the Sale
Order entered on July 8, 2005, that the First Lien Lenders are
oversecured by virtue of the Court's valuation of the Successful
Bid and the equity securities that comprise that bid.

The First Lien Credit Agreement provides that the Debtors will
"pay on demand all costs and expenses of the Agent and the Banks,
if any (including, without limitation, reasonable attorney's fees
and expenses and the cost of internal counsel), in connection with
the enforcement (whether through negotiations, legal proceedings,
or otherwise) of the Credit Documents and the other documents
delivered hereunder."

Mr. Levinson asserts that each First Lien Lender's right to
recover these fees was expressly preserved in the Adequate
Protection Order entered on June 18, 2003, which provides that
"[e]ach of the Pre-Petition Secured Lenders reserves the right to
seek payment of any and all fees and expenses incurred by such
Lender from and after the Petition Date, to the extent payable in
accordance with the terms of the Pre-Petition Credit Agreement and
section 506(b) of the Bankruptcy Code."

             Debtors Agreed to Pay Hennigan Fees

In a letter dated January 5, 2005, the Steering Committee and the
First Lien Agent asked the Debtors to pay on a current basis the
fees and expenses of Hennigan in representing the Steering
Committee.  Mr. Levinson relates that in exchange for the
Debtors' agreement to pay the fees as they were incurred and not
at the end of the Debtors' Chapter 11 case, the Steering
Committee agreed to limit the costs it incurred from other
professionals and further agreed to impose a budget on its
financial and investment banking experts and not to retain an
investment banker, unless circumstances changed.

Five days later, the Debtors agreed to pay Hennigan's fees.  The
Debtors' counsel wrote to the Steering Committee's counsel that,
"[a]s we discussed and based on the understandings outlined below,
WestPoint is prepared to pay the reasonable fees and expenses of
your firm in connection with its representation of the steering
committee of lenders under the Credit Agreement as part of the
adequate protection provided under the AP Order."

Those conditions include:

   * The Steering Committee consists of or speaks for the holders
     of a majority of the claims under the Credit Agreement;

   * The fees and expenses of FTI Consulting Inc. will be limited
     as set forth in the January 5 Letter;

   * Wachtel Lipton's and Moore & Van Allen's role in WestPoint's
     Chapter 11 case would be reduced to monitoring the status of
     the case and to protecting the agent under the credit
     agreement, if necessary; and

   * The fees and expenses of Chilmark would no longer be
     charged to WestPoint.

Mr. Levinson points out that the Debtors have not paid any of fees
to Hennigan.  At one point, the Debtors even indicated that they
might refuse to pay any of Hennigan's invoices for fees incurred
after June 24, 2005.

However, at a hearing before held on July 22, 2005, the Debtors
stated that they had no objection to the payment of certain
invoices previously sent to them and that they were simply waiting
for approval from Aretex LLC.  The Debtors told the Court that
while Aretex recognized the obligation to pay these fees and
expenses, Aretex needed an opportunity to review the detail that
supported the invoices for reasonableness.

Numerous telephone calls and e-mails were exchanged between
counsel for the Steering Committee and counsel for the Debtors and
Aretex, none resulting in any payment, Mr. Levinson relates.  On
August 2 and 17, 2005, pursuant to Aretex's request, Hennigan
provided both Aretex and the Debtors with the detail supporting
the previous invoices sent, as well as additional detailed
invoices to allow the parties to review the reasonableness of the
fees incurred through June 30, 2005.  On August 24, 2005,
Hennigan provided the Debtors and Aretex with an additional
detailed invoice for fees and expenses incurred through July 31,
2005.

"Despite numerous requests and the delivery of the requested
supporting documentation, the Debtors and the Purchasers have
still not paid any of the fees and expenses requested by the
Steering Committee," Mr. Levinson points out.  "Instead, the
Debtors are apparently waiting for the Purchasers review of the
Steering Committee's fees, which the Purchasers have decided not
to complete until after it has reviewed all requests for payment
of fees."

The Debtors have filed a motion to dismiss their bankruptcy cases,
which is scheduled for hearing on September 13, 2005.  The
Steering Committee wants to ensure that it can be heard prior to
any possible dismissal of the bankruptcy cases.

Another reason driving immediate resolution and payment of
Hennigan's fees, Mr. Levinson explains, is the pending request of
the Agent for the Second Lien Lenders to disburse funds in the
adequate protection escrow account.  The matter is set for hearing
also on September 13.  Based on the Intercreditor Agreement
between the First Lien Lenders and the Second Lien Lenders, Mr.
Levinson asserts that the Second Lien Lenders cannot receive any
payment until the First Lien Lenders have been paid in full, which
includes the payment of Hennigan's fees and expenses.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 54; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WORLDGATE COMMS: Registers 270,833 Common Shares for Resale
-----------------------------------------------------------
WorldGate Communications, Inc., filed a Registration Statement
with the Securities and Exchange Commission to allow the resale of
270,833 shares of common stock held by K.Y. Chou.

Mr. Chou holds a 3.9% equity stake in the company comprising of
1,582,658 common shares.   The disposal of 270,833 common shares
will leave him with 1,311,825 common shares.

The Company will not receive any of the proceeds from the sale of
any common shares by the selling security holder, but it has
agreed to bear certain expenses of registering the resale of the
common shares under federal and state securities laws.

The Company's common stock is listed on the Nasdaq SmallCap Market
under the symbol "WGAT."  The Company's share price now fluctuates
between $3.00 to $3.80 after it touched the $4.25 level in early
August.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?15a

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.

                         *     *     *

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.

The Company incurred a $2.6 million first quarter net loss and a
$2.9 million net loss in second quarter.


WSNET HOLDINGS: Court Denies Charter's Plea to Stay Distributions
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas,
Austin Division, denied Charter Communications' request to stay
distributions to creditors of WSNet Holdings, Inc.

Charter wanted to delay the distribution until after its $3.5
million claim is decided by the Court.  Charter asserted that the
temporary stay will prevent the complete dissipation of the
estate's available funds.

Charter's digital service agreement with WSN was rejected on
Feb. 28, 2003.  The Debtor failed to send Charter a notice of the
rejection claims bar date.  On June 17, the parties agreed to
allow Charter to file a rejection damage proof of claim.  Charter
presented documents supporting its more than $3.5 million claims.
However, much to its chagrin, WSN refused to accept the
documentation provided as adequate justification of the claim.
Instead, WSN offered a $100,000 settlement without any substantive
analysis of why Charter's claim should be reduced at all.

WSNet Holdings, Inc., through its subsidiary World Satellite
Network, Inc., provides satellite TV to cable companies.
Franchise and independent cable companies throughout the country
contract with WSNet to provide the programming, which they later
distribute to individual customers.  The company offers nearly 200
channels of programming and serves more than 750,000 customers.
WSNet Holdings and World Satellite filed for chapter 11 protection
on Oct. 21, 2002 (Bankr. W.D. Tex. Case No.
02-14228).  J. Maxwell Tucker, Esq., and Jeff Carruth, Esq., at
Winstead, Sechrest & Minick, P.C., represent the Debtors in their
restructuringefforts.  The Court confirmed the Debtor's
Liquidation Plan on July 8, 2005.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
September 7, 2005
   PRACTISING LAW INSTITUTE
      Dealing with Secured Claims & Structured Financial Products
         in Bankruptcy Cases
            PLI New York Center, New York, New York
               Contact: http://www.pli.edu/

September 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fashion Trends
         Saks Fifth Avenue, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

September 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The Turnaround Industry: Past, Present & Future
         Atlanta, Georgia
            Contact: 312-578-6900; http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-667-3160; http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Northeast Regional Conference Sponsorship Opportunities
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: 716-440-6615 / 516-465-2356 or
               http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         (Including Financial Advisors/Investment Bankers Program)
            The Four Seasons Hotel, Las Vegas, Nevada
               Contact: 1-703-739-0800; http://www.abiworld.org/

September 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      "Back to School" Funding Issues
         Houston, Texas
            Contact: 713-839-0808 or http://www.turnaround.org/

September 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The Koss Corporation Turnaround Success Story
         Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

September 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Motorcycle Ride
         Lake Shore Harley Davidson, Libertyville, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

September 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      ALS Walk 4 Life
         Montrose Harbor, Chicago, Illinois
            Contact: 815-469-2935 or http://www.turnaround.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356; http://www.turnaround.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      9th Annual Turnaround Golf Tournament & Charity Fundraiser
         White Manor Country Club, Malvern, Pennsylvania
            Contact: 610-660-0060 or http://www.turnaround.org/

September 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      UK Midlands Region Event
         Cooper Parry LLP, Nottingham, UK
            Contact: midlands@tma-uk.org or
               http://www.turnaround.org/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kickoff Mixer
         Townsend Hotel, Birmingham, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Cafe Morso, Sydney, Australia
            Contact: 0438-653-179 or http://www.turnaround.org/

September 14, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Understanding the New Bankruptcy Legislation & its
         Implications
            New York, New York
               Contact: http://www.frallc.com/

September 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      What the Turnaround Community Should Expect Over the Next
         18 Months
            Baltimore, Maryland
               Contact: 312-578-6900; http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, New York
            Contact: 516-465-2356; 631-434-9500;
               http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Embracing Change in the 21st Century
         Belo Mansion, Dallas, Texas
            Contact: anole1@airmail.net or
               http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Quarterly Meeting: The Bankruptcy Act
         Nashville, Tennessee
            Contact: http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935; http://www.turnaround.org/

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Los Angeles and Beverly Hills, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 17, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Los Angeles and Beverly Hills, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Financing the Middle Market Company
         The Jonathan Club, Los Angeles, California
            Contact: 310-458-2081 or http://www.turnaround.org/

September 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Lenders' Panel: Deal Structures in 2005
         TBD, Pittsburgh, Pennsylvania
            Contact: bmanne@tuckerlaw.com or
               http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532; http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel
         Union League Club, New York, New York
            Contact: 908-575-7333; http://www.turnaround.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      6th Annual Cross-Border Business Restructuring and
         Turnaround Conference
            Grand Hyatt, Seattle, Washington
               Contact: 312-578-6900; http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Francisco, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 23, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         San Francisco, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Costa Mesa, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 24, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Costa Mesa, California
            Contact: http://www.ceb.com/;1-800-232-3444

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Golf Outing
         Pittsburgh, Pennsylvania
            Contact: 412-577-2995 or http://www.turnaround.org/

September 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Meeting
         Greensboro, North Carolina
            Contact: 704-926-0359 or http://www.turnaround.org/

September 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking at the Yard
         Camden Yards, Baltimore, Maryland
            Contact: 410-560-0077 or http://www.turnaround.org/

September 28, 2005
   NEW YORK STATE SOCIETY OF CPAs
      Half- Day Bankruptcy Conference
         19th Floor, FAE Conference Center
            3 Park Avenue, at 34th Street, New York, New York
              Contact: 1-800-537-3635; http://www.nysscpa.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, New Jersey
            Contact: 908-575-7333; http://www.turnaround.org/

September 28-30, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               New York, New York
                  Contact: http://www.pli.edu/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      The 2005 Bankruptcy Amendments Seminar: The Law of Intended
         and Unintended Consequences
            Woodbridge Hilton, Iselin, New Jersey
               Contact: http://www.turnaround.org/

September 28, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            San Diego, California
               Contact: http://www.ceb.com/;1-800-232-3444

September 29, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      West Coast Corporate Restructuring Conference
         Grand Hyatt on Union Square, San Francisco, California
            Contact: http://www.airacira.org/

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Bankruptcy Reform: Changing the Ground Rules for Personal
         & Small Business Bankruptcy Practice
            Sacramento, California
               Contact: http://www.ceb.com/;1-800-232-3444

October 1, 2005
   CONTINUING EDUCATION OF THE BAR
      Selected Issues in Bankruptcy Practice
         Sacramento, California
            Contact: http://www.ceb.com/;1-800-232-3444

October 5, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Kurt Eichenwald, Author of Enron: Conspiracy of Fools
         Detroit, Michigan
            Contact: 248-593-4810 or http://www.turnaround.org/

October 6, 2005
   FINANCIAL RESEARCH ASSOCIATES LLC
      Distressed Debt Summit
         New York, New York
            Contact: http://www.frallc.com/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

October 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference: Management & Teamwork in Stressful
         Situations
            Renaissance Chancery Court Hotel, London, UK
               Contact: 312-578-6900; http://www.turnaround.org/

October 17-18, 2005
   AMERICAN CONFERENCE INSTITUTE
      Airline Restructuring
         Park Central New York, New York
            Contact: http://www.americanconference.com/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago, Illinois
            Contact: 312-578-6900; http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, New York
            Contact: 516-465-2356; http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      AIRA/NCBJ Dessert Reception
         Marriott Riverwalk Hotel, San Antonio, Texas
            Contact: 541-858-1665 or http://www.airacira.org/

November 2-4, 2005
   PRACTISING LAW INSTITUTE
      Tax Strategies for Corporate Acquisitions, Dispositions,
         Spin-Offs, Joint Ventures, Financings, Reorganizations &
            Restructurings
               Beverly Hills, California
                  Contact: http://www.pli.edu/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 3-4, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Second Annual Conference on Physician Agreements and
         Ventures
            Successful Strategies for Negotiating Medical
               Transactions and Investments
                  The Millennium Knickerbocker Hotel,
                     Chicago, Illinois
                        Contact: 903-595-3800; 1-800-726-2524;
                           http://www.renaissanceamerican.com/

November 7-8, 2005
   STRATEGIC RESEARCH INSTITUTE
      Seventh Annual Distressed Debt Investing Forum West
         Venetian Resort Hotel Casino, Las Vegas, Nevada
            Contact: http://www.srinstitute.com/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, Maryland
            Contact: 703-912-3309; http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sebel Pier One, Sydney, Australia
            Contact: http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477; http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 11-13, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Kellogg School of Management, NWU, Evanston, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

November 14-15, 2005
   AMERICAN CONFERENCE INSTITUTE
      Insurance Insolvency
         The Warwick, New York, New York
            Contact: http://www.americanconference.com/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, New York
            Contact: 716-440-6615; http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, Colorado
            Contact: 303-457-2119; http://www.turnaround.org/

November 17, 2005
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Networking Cocktail Reception
         New York, New York
            Contact: 541-858-1665 or http://www.airacira.org/

November 28-29, 2005
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Twelfth Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Essex House, New York, New York
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      State of Banking 2006 and Beyond - Economy, Climate for
         Turnaround Industry, Banking Relationships
            Tournament Players Club at Jasna Polana,
               Princeton, New Jersey
                  Contact: 312-578-6900;
                     http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
         Practitioners
            Hyatt Grand Champions Resort, Indian Wells, California
               Contact: 1-703-739-0800; http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, New York
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, New York
            Contact: 516-465-2356; http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, New York
            Contact: 716-440-6615; http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, New York
            Contact: http://www.pli.edu/


December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, Virginia
            Contact: 703-912-3309; http://www.turnaround.org/

January 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

January 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay - TMA Night at the Thrashers
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

January 26-28, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel,
                  Chicago, Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel,
                  Chicago, Illinois
                     Contact: 903-595-3800; 1-800-726-2524;
                        http://www.renaissanceamerican.com/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***