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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

         Monday, September 12, 2005, Vol. 9, No. 216

                          Headlines

ABITIBI-CONSOLIDATED: Sells Pan Asia Interest to Norske for $600M
ALOHA AIRGROUP: Wants Exclusive Period Stretched to October 26
AMERICAN BUSINESS: Wants Cure Claim Payments Capped at $1,500,000
ALLIANCE GAMING: Has Until Sept. 28 to File Audited Financials
AMERICAN NATIONAL: Atlas Mining Completes Debt Settlement

AMERICAN SEAFOODS: Moody's Rates New $520 Million Facilities at B1
AMH HOLDINGS: S&P Revises Outlook to Negative from Stable
ASARCO LLC: Wants to Pay $3.1 Million to Six Critical Vendors
ASARCO LLC: ASARCO Consulting Wants to File Schedules by Oct. 31
ASARCO LLC: Withdraws Bank One Credit Card Request

ATA AIRLINES: Asks Court to Okay OFCCP Settlement Agreement
BANCO ITAU: Fitch Assigns B+ Long-Term Rating
BENNY JOHNSON: Case Summary & 18 Largest Unsecured Creditors
BIOGEN IDEC: Strategic Plan Calls for 17% Job Cuts & Asset Sales
BOYDS COLLECTION: Moody's Junks Corporate Family & Notes Rating

CANWEST GLOBAL: Subsidiary Initiates Cash Tender Offers
CANWEST MEDIAWORKS: Moody's Reviews Sr. Sub. Notes' B2 Rating
CAPITAL ONE: Moody's Reviews Preferred Shelf's (P)Ba2 Rating
CAPITAL ONE: Katrina Confusion Prompts New Vote on Hibernia Merger
CATHOLIC CHURCH: Court Approves Tucson's Settlement with Insurers

CATHOLIC CHURCH: Diocese of Tucson to Emerge on September 25
CCH I: Moody's Junks $4.3 Billion Senior Secured Notes' Rating
CHESAPEAKE ENERGY: Prices $300 Million of 4.50% Preferred Stock
CHESAPEAKE ENERGY: Prices Public Common Stock Offering
COMBUSTION ENGINEERING: Confirmation Hearing Set for Sept. 28

CONDORE CONSTRUCTION: Case Summary & 20 Unsecured Creditors
CREST DARTMOUTH: Fitch Holds BB Rating on $12MM Class D Notes
DELTA AIR: Has Three $1.6 to $1.7-Billion DIP Financing Proposals
DYER FABRICS: Files Disclosure Statement, Sans Plan, in Tennessee
DYER FABRICS: Settles CS Assets' $10.8 Million Claim

E.SPIRE COMMS: Settles Johnson County's Tax Claims
ELLEN MEMORIAL: Voluntary Chapter 11 Case Summary
ENRON: 2nd Circuit Affirms Denial of Midland Claim Late Filing
ENTERGY NEW ORLEANS: Moody's Reviews Ba2 Preferred Stock Rating
EURAMAX INTERNATIONAL: Moody's Junks Proposed $315 Million Notes

EURAMAX INTERNATIONAL: S&P Rates $315 Million Sr. Sub. Notes at B-
FALCON PRODUCTS: Asks Bankr. Court to Force Union Contract Changes
FALCON PRODUCTS: Wants to Terminate Three Pension Plans
FALL CREEK: Fitch Rates Two Certificate Classes at Low-B
FIBERMARK INC: Court Approves Revised Disclosure Statement

FORD MOTOR: Realigns Executive Positions to Restore Profitability
FORD MOTOR: Recalls 3.8 Mil. Vehicles with Faulty Cruise Control
FREDERICK MCNEARY: APC Wins More Time to Object to Discharge
GE CAPITAL: Fitch Retains BB+ Rating on $25.4 Million Certs.
GENERAL FIRE: Fitch Affirms BB- Rating

GENERAL MOTORS: Canadian Workers Plan to Strike if Wage Deal Fails
GENTEK INC: Prepays $3M on Loan & Terminates Irish Pension Plan
GLOBAL CROSSING: Representative Settles Claims Totaling $787,695
GMAC COMMERCIAL: Fitch Junks $6.6 Million Class M Certificates
HARRISBURG LAKE: Case Summary & Largest Unsecured Creditor

HOLLINGER INC: Senior Sec. Noteholders Didn't Bite at Tender Offer
HOLLINGER INC: Holds $63.6 Million Cash as of September 2
HOLLINGER INC: Ernst & Young's Inspection Costs Top $11.7 Million
HOLLYWOOD THEATERS: Moody's Affirms $20 Million Loan's B3 Rating
IKON OFFICE: Moody's Rates $225 Million Sr. Unsecured Notes at Ba2

INAMED CORP: Moody's Withdraws Ba3 Corporate Family Rating
INDUSTRIAL ENTERPRISES: Relocates Headquarters to Manhattan
INSIGHT HEALTH: S&P Rates Proposed $250 Million Notes at B
INSIGHT HEALTH: Moody's Rates Proposed $250 Million Notes at B2
INTERSTATE BAKERIES: Panel Wants GE Commercial's Request Deferred

KAISER ALUMINUM: Amends Terms on Solicitation & Voting Protocol
KCIRE CORP: Case Summary & 14 Largest Unsecured Creditors
KERASOTES SHOWPLACE: Moody's Lowers Corporate Family Rating to B2
KNOLL INC: S&P Rates Proposed $450 Million Facilities at BB-
KNOLL INC: Moody's Rates $450 Million Sec. Credit Facility at Ba3

LNR CDO: Fitch Affirms Low-B Rating on Two Certificate Classes
LNR CDO: Fitch Retains BB Rating on $30.5 Million Class H Notes
M/I HOMES: Fitch Holds BB Rating on $200MM Sr. Unsecured Debt
MCLEODUSA INC: Lenders Extend Forbearance Pact Until Sept. 30
MARKWEST HYDROCARBON: Lenders Waive Filing Requirement to Sept. 31

MERIDIAN AUTOMOTIVE: Committee Taps Bifferato to Litigate Lenders
MERIDIAN AUTOMOTIVE: Court Approves Key Employees' Severance Plan
MERIDIAN AUTOMOTIVE: Court Approves Annual Incentive Program
NAVIGATOR GAS: Panel Wants Final Report Filing Deadline Extended
NORTHWEST AIRLINES: Laying Off Striking 900 Cleaners & Custodians

NORTHWEST AIRLINES: FAA & DOT Probes Possible Maintenance Problems
NUECES PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
PHARMACEUTICAL FORMULATIONS: Employs Executive Sounding as CFO
PHARMACEUTICAL FORMULATIONS: SSG Approved as Investment Bankers
QUEBECOR WORLD: S&P Lowers Corporate Credit Rating to BB+

SAINT VINCENTS: Court Allows $2 Million Payment to Lien Claimants
SAINT VINCENTS: Submits Sale and Bid Procedures for Parson Sale
SEACOR HOLDINGS: S. Webster & C. Regan Complete 12-Member Board
SEARS HOLDINGS: Reports Second Quarter Financial Results
SEARS HOLDINGS: Names Aylwin B. Lewis as CEO & President

SELECT MEDICAL: S&P Rates Proposed $250 Million Notes at B-
SELECT MEDICAL: Moody's Junks Proposed $250 Million Notes
SERVICE CORP: Moody's Affirms Ba3 Corporate Family Rating
SHOPKO STORES: Wants Shareholders OK on $1-Bil Goldner Hawn Merger
SILICON GRAPHICS: Delays 10-K Filing to Finalize Financials

SILICON GRAPHICS: Continues Lender Talks for More Debt Financing
STEVEN SMITH: Case Summary & 2 Largest Unsecured Creditors
TCR I: Case Summary & 20 Largest Unsecured Creditors
THAXTON GROUP: Wants Until December 5 to Decide on Leases
THAXTON GROUP: Wants Removal Period Extended to December 5

THREE-FIVE: Files Chapter 11 in Arizona to Implement Asset Sale
THREE-FIVE: Case Summary & 20 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Says Utility Cos. Are Adequately Protected
TOWER AUTOMOTIVE: Summit Tooling Wants $403,148 Claim Accepted
UAL CORP: Court Denies Sky Cap's Request to Compel Arbitration

UAL CORP: Overview & Summary of Reorganization Plan
US AIRWAYS: Names New Board Members in America West Merger
VARIG S.A.: Foreign Representatives Ask Court to Deny Willis' Plea
VARTEC TELECOM: Exclusive Plan Filing Period Extended Until Oct. 7
VARTEC TELECOM: Wants to Hire CXO as Operational Consultants

VIDEOTRON LTEE: Moody's Rates New $175 Million Notes at Ba3
VIDEOTRON LTEE: S&P Rates Proposed $175 Million Unsec. Notes at B+
WASHINGTON MUTUAL: Fitch Holds Low-B Rating on Four Cert. Classes
WESTPOINT STEVENS: PBGC Protects Workers Covered by Pension Plans
WESTPOINT STEVENS: Court Directs Parties to Show Cause on Sept. 13

WILLBROS GROUP: Soliciting Consents to Waive Potential Defaults
WILLBROS GROUP: Commences Consent Solicitation on 2.75% Sr. Notes
WINN-DIXIE: Court Approves Claims Resolution Procedures
WINN-DIXIE: Wants to Reject Two Commercial Net Leases
WINN-DIXIE: Wants to Reject Contracts With Seven Parties

WORLDCOM INC: Tax Claim Objection Deadline Stretched to October 17
WORLDCOM INC: Court Approves C.G. Young Claims Settlement

* BOND PRICING: For the week of Sept. 5 - Sept. 9, 2005

                          *********

ABITIBI-CONSOLIDATED: Sells Pan Asia Interest to Norske for $600M
-----------------------------------------------------------------
Abitibi-Consolidated Inc. concluded a share purchase agreement
with Norske Skog pursuant to which Abitibi-Consolidated will
divest its 50% share ownership in Pan Asia Paper Company Pte Ltd.
for a cash consideration of US$600 million plus a cash purchase
price adjustment of up to US$30 million depending on the
achievement of certain financial performance objectives in 2006.

This price represents a total enterprise value of approximately
US$1.85 billion for PanAsia given its current debt level and the
presence of minority partners in three of its mills.  The closing
of the transaction is conditional upon the approval of certain
elements by the Corporate Assembly as well as the shareholders
of Norske Skog and competition authorities.  This transaction
will reduce Abitibi-Consolidated's net debt level by more than
C$1 billion.

Abitibi-Consolidated initially invested US$200 million in 1999
during the creation of the original three-way partnership, which
formed PanAsia.  When South Korean partner Hansol decided to exit
in 2001, the Company invested an additional US$175 million.

"The choice to divest our stake in PanAsia was the right one for
the Company and for our investors," said John Weaver, President
and CEO.  "We are pleased with the price and consider this a very
successful investment.  Going forward, our much strengthened
balance sheet should offer investors confidence and will give us
the flexibility to ensure our core businesses remain best-in-
class."

                         Use of Proceeds

The Company plans to use the proceeds from this sale to reduce its
long-term debt.  This will significantly improve its balance sheet
and liquidity position, as well as offer financial flexibility for
the future.

                        Strategic Focus:
               Maximize Cash Flow in North America

Strategically, the Company will sharpen its focus on the North
American asset base, where it has the most leverage to the current
pricing environment and direct access to free cash flows.  "We
will concentrate on strengthening the balance sheet and improving
shareholder returns," said Mr. Weaver. "We will focus on our core
geography and rebalance our portfolio of assets to generate
maximum cash flows."

                            Newsprint

Abitibi-Consolidated's share of PanAsia's 2005 newsprint capacity
is 705,000 tonnes.  Combined with the 350,000 tonnes of permanent
capacity closures announced in Q2 and slated for Q4, the new
adjusted newsprint capacity will be approximately 4 million
tonnes.

"We remain a market leader in North America and that provides
several advantages and economies of scale. I'm confident that this
business can and will get back to acceptable margin levels over
the short-term," concluded Mr. Weaver.

                        Financial Ratios

On a pro forma basis, following the transaction and the resulting
debt reduction, the Company's net funded debt-to-total capital
ratio goes from approximately 67% to 61%; its EBITDA-to-interest
coverage over the last twelve months from 2.2x to 2.4x; and net
funded debt-to-EBITDA for the last twelve months goes from 6.59x
to 5.95x.

Abitibi-Consolidated is a global leader in newsprint and uncoated
groundwood (value-added groundwood) papers as well as a major
producer of wood products, generating sales of $5.8 billion in
2004.  The Company owns or is a partner in 26 paper mills, 22
sawmills, 4 remanufacturing facilities and 1 engineered wood
facility in Canada, the U.S., the UK, South Korea, China and
Thailand.  With approximately 14,000 employees, excluding its
PanAsia joint venture, Abitibi-Consolidated does business in
approximately 70 countries.  Responsible for the forest management
of approximately 18 million hectares of woodlands, the Company is
committed to the sustainability of the natural resources in its
care.  Abitibi-Consolidated is also the world's largest recycler
of newspapers and magazines, serving 16 metropolitan areas in
Canada and the United States and 130 local authorities in the
United Kingdom, with 14 recycling centres and approaching 20,000
Paper Retriever(R) and paper bank containers.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit and senior unsecured debt ratings on Abitibi-
Consolidated Inc. following the company's announcement of its
proposed US$600 million divestiture of its 50% interest in
Pan Asia Paper Co. Pte Ltd.  The transaction is expected to close
later this fall and proceeds will be used for debt reduction.  S&P
said the outlook is negative.

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Moody's Investors Service downgraded Abitibi-Consolidated Inc.'s
Speculative-Grade Liquidity rating to SGL-4, indicating weak
liquidity, from SGL-3, indicating adequate liquidity.  Abitibi's
debt is rated Ba3 and the outlook is negative.

Rating Decreased:

     Abitibi-Consolidated Inc.:

        * Speculative Grade Liquidity Rating: to SGL-4 from SGL-3

Ratings affirmed:

     Abitibi-Consolidated Inc.:

        * Outlook: negative
        * Corporate Family: Ba3
        * Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P)Ba3

     Abitibi-Consolidated Company of Canada:

        * Bkd Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P)Ba3

     Abitibi-Consolidated Finance L.P.:

        * Bkd Senior Unsecured: Ba3
        * Senior Unsecured Shelf Registration: (P) Ba3

     Donohue Forest Products Inc.:

        * Bkd Senior Unsecured: Ba3


ALOHA AIRGROUP: Wants Exclusive Period Stretched to October 26
--------------------------------------------------------------
Aloha Airgroup and Aloha Airlines, Inc., ask the U.S. Bankruptcy
Court for the District of Hawaii to further extend, until
October 26, 2005, the period within which they have the exclusive
right to file a plan of reorganization.

The Debtors also ask the Court to extend, until December 31, 2005,
their exclusive period to solicit acceptances of that plan.

Since their chapter 11 filing, the Debtors have focused an
enormous amount of their time and resources on their aircraft
lease issues under section 1110, and obtaining bridge financing
and a DIP loan to assure liquidity during the administration of
their chapter 11 cases.

An extension of exclusivity "will facilitate moving the case
forward towards a fair and equitable solution," the Debtors tell
the Bankruptcy Court.

Headquartered in Honolulu, Hawaii, Aloha Airgroup, Inc. --
http://www.alohaairlines.com/-- provides air carrier service
connecting the five major airports in the State of Hawaii.  Aloha
Airgroup and its subsidiary Aloha Airlines, Inc., filed for
chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063).  Alika L. Piper, Esq., Don Jeffrey Gelber, Esq., and
Simon Klevansky, Esq., at Gelber Gelber Ingersoll & Klevansky
represent the Debtors in their restructuring efforts.  When the
Debtor filed for protection from its creditors it listed more than
$50 million in estimated assets and debts.


AMERICAN BUSINESS: Wants Cure Claim Payments Capped at $1,500,000
-----------------------------------------------------------------
Pursuant to an order (i) approving the sale of American Business
Financial Services, Inc.'s advance receivables free and clear of
all liens, claim, encumbrances, offset rights, recoupment and
other defenses, and (ii) authorizing the assumption of related
servicing rights, MBIA Insurance Corporation, Ambac Insurance
Corporation, and Financial Security Assurance, Inc., agreed to cap
the total payment amount they would be entitled to receive on
their allowed cure claims to no more than $1,500,000, as required
by Section 365(b)(1)(A) of the Bankruptcy Code.

In addition, the Securitization Insurers would accept an escrow
of that amount as the cure's adequate assurance with claim
amounts released from the escrow, and have all other asserted
claims against the Debtors treated as general unsecured claims,
disregarding their status as cure claims, administrative or other
priority claims.

Moreover, the Sale Order reserved the Securitization Insurers'
rights to be reimbursed directly from a trust that would purchase
pools of mortgage loans from special purpose entities.

David Fournier, Esq., at Pepper Hamilton, LLP, in Wilmington,
Delaware, tells Judge Walrath that as an adequate assurance for
the payment of the Securitization Insurers' cure claims that
would otherwise have been due and payable as a condition to the
assumption and assignment of certain pooling/sale and servicing
agreements, $1.5 million of the proceeds was placed in escrow and
is held under an Escrow Agreement among the Securitization
Insurers, American Business Credit, Inc., and JPMorgan Chase
Bank, N.A.

The Sale Order further requires that, to the extent that their
aggregate claims exceed the agreed-upon cap, the Securitization
Insurers share the cap amount pro-rata.  Although the filed cure
claims exceed the cap amount, the Securitization Insurers agreed
on how to split the cap amount, thus eliminating the necessity
for the Chapter 7 Trustee, George L. Miller, to presently engage
in the full liquidation of the cure claims owed to the
Securitization Insurers.

Since the aggregate amount of the allowable asserted claims
exceeds the agreed cap payment, the Securitization Insurers
jointly ask the Court to:

    (1) limit their cure claims against the Debtors to an
        aggregate of $1,500,000; and

    (2) direct JPMorgan to distribute the $1.5 million cure claim
        payment as:

        -- $341,880 payable to Financial Security,
        -- $725,082 payable to MBIA Insurance, and
        -- $433,038 payable to AMBAC Insurance.

Mr. Fournier discloses that the Securitization Insurers also hold
additional unliquidated and contingent cure claims against the
Debtors arising out of these prepetition and postpetition
breaches of the Servicing Agreements that exceed the $1.5 million
cap amount:

    (a) The Debtors made improper servicing advances that were
        purchased and were paid out of the Securitization Trusts,
        reducing collateral for the payment of certain
        certificates and materially increasing the Securitization
        Insurer's exposure to losses and payments to be made
        under the insurance policies.

    (b) The Debtors improperly repurchased delinquent loans,
        permitting the Securitization Trusts to pass the
        "stepdown" test on applicable distribution dates, thus
        allowing funds to be released to the holders of the
        residual interests, that otherwise would have been used
        as collateral to se cure payments under the Certificates.

    (c) The Debtors failed to pay real property taxes and failed
        to assert secured claims against the real property at
        foreclosure sales, resulting in tax foreclosure
        proceedings in which valuable collateral were sold free
        and clear of the mortgages securing the Loan.

Mr. Fournier notes that the Securitization Insurers'
investigations into the Debtors' breaches of the Servicing
Agreements are continuing, and, therefore, reserve the right to
assert any additional claims discovered.  However, without
waiving their right to supplement their claims as their
investigation continues, the Securitization Insurers are still
entitled to the cure claims.

Thus, the Securitization Insurers further propose to reserve and
defer the consideration of the cure claims in excess of
$1.5 million, as well as other claims, until that time as the
general unsecured claims of creditors are considered for
allowance.

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)


ALLIANCE GAMING: Has Until Sept. 28 to File Audited Financials
--------------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) disclosed that it has not yet
completed its annual accounting and financial reporting process
for the fiscal year ended June 30, 2005.  In the course of the
annual closing and audit process, several transactions came under
review principally with respect to the timing of revenue
recognition, which has led the Company, with the assistance of
outside consultants, to undertake a broader review of the
Company's sale contracts as well as its revenue recognition
practices.

In August 2005, the Company entered into a termination agreement
with its distributor of video poker games for the Oklahoma market,
which had originally been entered into in December 2004.  This
termination is expected to impact fiscal year 2005 revenue and
margin for 600 gaming machines the Company has now taken back, and
the Company is evaluating the periods impacted.

Until the detailed review being undertaken by the Company is
completed, it will not be possible for the Company to determine
whether a restatement of certain quarterly results for fiscal year
2005 or other periods will be required.

The Company will not be in a position to file its Annual Report on
Form 10-K for the fiscal year ended June 30, 2005, by Sept. 13,
2005.  The Company intends to file for a 15-calendar day
extension; however, the Company may not be able to file the Form
10-K by the extended filing date.

                     Possible Default

Depending on the outcome of the broader review and final reported
results for the fiscal year, the Company could be in violation of
its leverage ratio covenant.  In addition, if the Company is
unable to deliver audited financial statements and accompanying
compliance certificates to its lenders under its credit agreement
by Sept. 28, 2005, it will be in default under the credit
agreement; however, the credit agreement provides for certain
notice and cure provisions that would allow the Company until
Nov. 4, 2005, to deliver those financial statements and the
accompanying compliance certificates.

The Company anticipates providing additional updates on these
matters during the week of Sept. 19, 2005.

Alliance Gaming -- http://www.alliancegaming.com/-- is a
diversified gaming company with headquarters in Las Vegas.  The
company is engaged in the design, manufacture, distribution and
operation of advanced gaming devices and systems worldwide and
owns and operates Rainbow Casino in Vicksburg, Mississippi.

                          *     *     *

As reported in the Troubled Company Reporter on March 18, 2005,
Fitch Ratings assigned a 'B' rating to the secured bank debt of
Alliance Gaming Corp. (NYSE: AGI).  The facility comprises a
$317.5 million term loan and a $75 million undrawn revolver.  The
Rating Outlook is Negative.  Ratings reflect the precipitous
decline in AGI's operating performance in recent quarters, its
increasingly constrained liquidity, and a high risk of further
covenant breaches over the next two quarters if operating results
do not improve.  AGI is facing increased competition from better-
capitalized operators and generally weak projected industry demand
through at least 2007.  Turnaround of operations is contingent on
the successful release of a relatively unproven technology
platform -- Alpha -- in May 2005.


AMERICAN NATIONAL: Atlas Mining Completes Debt Settlement
---------------------------------------------------------
American National Mortgage Partners LLC obtained final approval of
a settlement agreement with Atlas Mining Company (OTCBB:ALMI).

In January 2005, Atlas entered into a settlement agreement to pay
the bankruptcy trustee a portion of what it owed the bankrupt
lender under a second mortgage note secured by real estate in
Idaho.  The settlement called for a $406,000 cash payment and
175,000 shares of restricted common stock. The cash payment was
made on June 30, 2005; however the completion of the final
settlement by issuance of the 175,000 shares of stock was delayed
while the Company and the bankruptcy trustee attempted to
negotiate a cash payment in lieu of issuing stock.

"I thought we could entice the trustee to accept a discounted cash
payment instead of stock he would be required to hold for one
year," William Jacobson, the Company's President and CEO, said.
"But he, too, sees our real potential and prefers to hold the
shares at this time."

As reported in Atlas' Form 10-Q for the quarter ending March 31,
2005, the settlement was approved by the Superior Court of
Maricopa County, Arizona, on May 3, 2005, in Arizona Corporation
Commission v. American National Mortgage Partners L.L.C., et al.,
Case No. CV2003-005724.

American National Mortgage Partners, LLC, sought chapter 11
protection on March 10, 2003 (Bankr. D. Airz. Case No. 03-03803).
Mr. Sell reports that the Debtor has about $2.5 million in assets
as of June 30, 2005.

James C. Sell at Sell Corporation serves as the Receiver for ANMP.
Mr. Sell is represented by:

          Lawrence E. Wilk, Esq.
          JABURG & WILK, P.C.
          3200 N. Central Ave., Suite 2000
          Phoenix, AZ 85012
          Telephone (602) 248-1008
          Fax (602) 248-0522

Mr. Sell also serves as the responsible individual in the
company's chapter 11 proceeding.  ANMP is represented in its
chapter 11 proceeding by:

          Michael W. Carmel, Esq.
          MICHAEL W. CARMEL, LTD.
          80 E. Columbus Ave.
          Phoenix, AZ 85012-4965
          Telephone (602) 264-4965
          Fax (602) 277-0144

Atlas Mining Company -- http://www.atlasmining.com/-- is a
diversified natural resource company with its primary focus on the
development of the Dragon Mine in Juab County, Utah, the only
known commercial source of halloysite clay outside of New Zealand.
The unique purity and quality of the Dragon mine halloysite is
unmatched anywhere in the world and has spawned considerable
research into new and exciting applications for this product.
Atlas also holds mining and timber interests in Northern Idaho,
and operates an underground mining contracting business.


AMERICAN SEAFOODS: Moody's Rates New $520 Million Facilities at B1
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to American Seafoods
Group LLC's proposed $520 million in senior secured bank credit
facilities, and affirmed the Ba3 ratings on its existing senior
secured bank credit facilities, and the B3 rating on its $175
million of senior subordinated notes.  Moody's also affirmed the
B1 corporate family rating at ASG Consolidated LLC (an
intermediate holding company of American Seafoods) as well as the
Caa1 rating on ASG Consolidated's senior discount notes.  The
rating outlook is stable.

Proceeds from the new bank credit facilities will be used to
refinance existing bank debt, as well as fund the redemption of
the $175 million in American Seafoods senior subordinated notes in
April 2006 when those notes first become callable.

Ratings assigned and affirmed are:

Ratings assigned:

  American Seafoods Group LLC:

   * $75,000,000 six year senior secured revolving credit at B1
   * $125,000,000 six year senior secured term loan A at B1
   * $320,000,000 seven year term loan B at B1

Ratings affirmed:

  American Seafoods Group LLC:

   * $75,000,000 senior secured revolving credit maturing 2007
     at Ba3

   * $90,000,00 senior secured term loan A, maturing 2007 at Ba3

   * $280,000,000 senior secured term loan B, maturing 2009 at Ba3

   * $175,000,000 senior subordinated notes, due 2010 at B3

ASG Consolidated LLC:

   * Corporate family rating at B1
   * $196,000,000 (face amount) senior discount notes at Caa1

The rating assigned to the prospective American Seafoods LLC
senior secured credit facilities reflects their position in the
overall capital structure, as well as the planned refinancing of
more junior debt with senior secured debt by April 2006.  The
affirmation of American Seafoods' existing ratings considers the
company's relatively small size, its limited product and market
diversity, and its relatively high debt levels.  The affirmation
also considers the company' solid market position and the stable,
efficient raw material supply provided by its quota-protected
fishing rights.  It also reflects Moody's expectation that
American Seafoods will generate sufficient free cash flow to allow
modest debt and leverage reduction during the next four years and
will retain adequate financial flexibility to accommodate
variations in earnings.

American Seafoods' ratings are limited by high levels of debt and
leverage.  Moody's expects that the company's controlling
shareholders will continue to periodically recapitalize to pay
cash distributions (albeit restricted under the current debt
agreements), which will keep leverage at high levels over time.
In addition, the holding company notes at ASG Consolidated LLC do
not pay cash interest for the first four years, but are an
accreting debt liability at the rate of about $15 to $20 million
per year, restraining the potential pace of de-leveraging
accomplished through pay-down of other debt.

American Seafoods' ratings are also limited by the commodity
nature of its products.  The company's revenues and earnings are
exposed to volatility from pricing fluctuations in response to
overall market supply versus demand levels, variation in the
quality of fish harvested and yield and quality of products
processed, and seasonality of harvesting and sales, particularly
for roe sold into Japan, one of its highest margin products.

Approximately 26% of the company's revenues are denominated in
yen, with the currency exposure largely hedged on an annual basis.
The ratings also take into account that American Seafoods has
substantial concentration on a single fishery (Bering Sea pollock)
which has limited growth potential because statutes and
regulations limit increases in pollock quota volumes.  The ratings
consequently consider the likelihood of acquisition activity and
investment to continue to grow beyond primarily pollock
operations.  In addition, the ratings recognize the inherent
natural and food safety risks affecting the business, including:

   * disease,
   * weather,
   * the health and size of the fish population, and
   * product liability.

The ratings are supported by American Seafoods' leading position
in the Bering Sea pollock fishery.  The company benefits from a
relatively reliable supply of fish, favorable regulations
governing the fishery, and resulting barriers to entry.  Pollock-
based products account for the majority of American Seafoods'
revenues and the bulk of its earnings.  Current statutes and
regulations governing the Bering Sea pollock fishery limit
catcher-processor quota allocations to nineteen specifically named
vessels, seven of which are owned and operated by American
Seafoods.  American Seafoods' quota allocation is nearly 2.5 times
larger than the second largest operator, giving it a 45% catcher-
processor market share.  Its large share of the fishery quota and
the favorable regulatory framework have enabled American Seafoods
to improve the efficiency of its operations.

In addition, the Bering Sea pollock fishery has been well managed
and is expected to provide a relatively stable volume of allowed
catch.  Pollock has a wide range of product applications and
accounts for the largest portion of fish consumption globally,
which has been growing modestly.  The company has a diverse
customer base and has been expanding its distribution reach.
Diversification initiatives to date have been relatively modest in
scale.

The stable ratings outlook is based on Moody's expectation that
American Seafoods has the ability to gradually reduce leverage
from free cash flow even if earnings are moderately weaker than
during the last few years.  Material and sustained reduction in
leverage (to levels below to 4.5x EBITDA) could support positive
ratings actions, but Moody's expects that if leverage were to be
reduced, the shareholders would likely re-leverage to fund
additional distributions.  If leverage increases much above 5.8x,
either from earnings weakness or additional shareholder
distributions, the ratings would be pressured.  Changes in the
regulations governing the Bering Sea pollock fishery, reduction in
quota allocations from community development groups when current
contracts expire at the end of 2008, or significant increases in
the cost of maintaining access to the quota allocations also would
pressure the ratings.

American Seafoods' enterprise debt remains relatively high at
$570 million.  Free cash flow after interest expense, capital
spending and tax distributions to shareholders represents
approximately 8% of outstanding debt (including debt accretion for
anlytic purposes), indicating some ability to de-leverage through
debt pay-down over the next few years unless earnings are
pressured.  LTM EBITDA less capital spending would cover pro forma
interest expense 3.0X (4.4x for cash interest expense).  Overall,
liquidity appears adequate.  The new $75 million revolving credit
facility should provide adequate liquidity for American Seafoods'
seasonal operations.

The B1 rating on American Seafood's proposed senior secured bank
credit facilities is set at the same level as the corporate family
rating, reflecting the anticipation that in the relatively near
term, senior secured debt will represent the majority of
enterprise debt.  American Seafoods intends to draw down
additional funds under its term B loan (which allows drawing down
the facility in several pieces) in order to fund the redemption of
its $175 million senior subordinated notes in April 2006 when
these notes first become callable.  The redemption of this
subordinated debt with senior secured debt reduces the protection
provided by junior capital, and increases the amount of senior
secured debt to where it will represent the predominant type of
debt in the capital structure.

By contrast, American Seafoods' existing senior secured bank
credit facilities are rated one notch higher than the corporate
family rating, reflecting the greater amount of junior capital in
the current structure.  Upon closing of the new senior secured
credit facilities, ratings on the existing credit facilities will
be withdrawn.

Both existing bank credit facilities do -- and the proposed bank
credit facilities will -- benefit from subsidiary and parent
guarantees and are secured by all the capital stock and a
perfected security interest in substantially all the assets of
American Seafoods Group LLC and its subsidiaries, including
American Seafoods' fishing rights and license agreements.  Moody's
expects sufficient collateral coverage in a distressed scenario.
Coverage would partially rely on the market value of the company's
fishery rights, which is supported by the statutes and regulations
governing the Bering Sea pollock fishery.

Moody's notes that the existing senior discount notes at ASG
Consolidated LLC mature on November 1, 2011 which is prior to the
stated maturity of the new bank facilities.  If the senior
discount notes are not refinanced or repaid six months prior to
their stated maturity on May 1, 2011, then the new revolver, and
term loans A and B become due and payable on May 1, 2011.

The B3 rating on the senior subordinated notes is notched down to
reflect their effective and contractual subordination to American
Seafood's senior secured debt.  The notes are guaranteed by
subsidiaries of American Seafoods Group LLC.

The Caa1 rating on the holding company discount notes reflects
their structural subordination to the senior secured and senior
subordinated debt at American Seafoods Group LLC.  Coverage of the
notes from remaining asset values is unlikely in a distressed
scenario.  Enterprise value coverage would rely on realization of
a relatively high multiple of earnings.

American Seafoods Group LLC has headquarters in Seattle,
Washington.  The company had revenues of $461 million in 2004.


AMH HOLDINGS: S&P Revises Outlook to Negative from Stable
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on AMH
Holdings Inc. and its operating subsidiary, Cuyahoga Fall, Ohio-
based Associated Materials Inc. to negative from stable.  The
ratings, including the 'B' corporate credit ratings, were
affirmed.

"The outlook revision reflects the likelihood that raw-material
cost pressures and sluggish repair and remodeling demand in the
Midwest will continue to negatively affect AMH's earnings and free
operating cash flow," said Standard & Poor's credit analyst Lisa
Wright.  She said that as a result, the company's liquidity could
narrow further, and its debt leverage could continue to increase.

In addition, the company may have difficulty meeting upcoming
step-downs for its credit facility leverage ratio covenant.  AMH's
last-12-months EBITDA fell more than 10% from the first quarter of
2005 to $110 million as of July 2, 2005.  Total debt, including
capitalized operating leases, to last-12-months EBITDA for the
same period rose to 7.5x from 6.6x at the end of the previous
quarter.

The ratings on AMH and AMI reflect:

   * a highly leveraged financial profile;
   * exposure to volatile raw-material costs;
   * cyclical end markets; and
   * relatively high overhead costs.

These negatives overshadow the benefits provided by its position
as a midsize manufacturer of exterior residential building
products and its company-owned distribution centers.

AMH is highly leveraged with total debt of $830 million at July 2,
2005, including:

   * $385 million of operating company debt;
   * $375 million of holding company notes; and
   * $68 million of capitalized operating leases.

Pro forma last-12-months EBITDA interest coverage, including
holding company interest, was about 1.5x at the end of the second
quarter.  Over the intermediate term, AMH's substantial annual
interest accretion ($35 million in 2005) is expected to keep debt
leverage at a very aggressive level.


ASARCO LLC: Wants to Pay $3.1 Million to Six Critical Vendors
-------------------------------------------------------------
ASARCO, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Texas to pay, in its discretion, amounts
owed to six critical vendors that are essential to the Debtor's
business operations.

James R. Prince, Esq., at Baker Botts, L.L.P. in Dallas, Texas,
tells Judge Schmidt that payments made to any Critical Vendor
would be conditioned on:

   (1) the Critical Vendor providing postpetition goods or
       services on terms that are mutually acceptable to ASARCO
       and the Critical Vendor; and

   (2) approval and funding of a DIP Loan.

The six Critical Vendors' prepetition claims, which amounts are
subject to reconciliation in the ordinary course, are:

     Critical Vendor                       Prepetition Claim
     ---------------                       -----------------
     Acid Piping Technology, Inc.                $176,532
     Cummins Rocky Mountain, LLC                   64,764
     Empire Machinery, Co.                        442,746
     P&H Mine Pro Services                      1,020,910
     Road Machinery                               962,000
     Williams Detroit Diesel-Allison              450,202
                                           -----------------
               TOTAL                           $3,117,154
                                           =================

Mr. Prince points out that payment of the Critical Vendors'
Claims is vital to ASARCO's reorganization because the goods and
services provided by the Critical Vendors are the only meaningful
source from which ASARCO can procure those products.  In
addition, failing to pay the Critical Vendors would result in the
loss of those goods and services, causing an immediate and severe
impact that would jeopardize ASARCO's operations and efforts to
reorganize.

Mr. Prince further asserts that the Critical Vendors' payment is
crucial to effect a substantial enhancement of the estate, to
preserve and protect the estate, and to preserve ASARCO's going-
concern value.

"The obligations that [ASARCO] seeks to pay represent a small
percentage of [ASARCO's] total prepetition debts," Mr. Prince
says.

Numerous other courts have used their powers under Section 105(a)
of the Bankruptcy Code to authorize payment of a debtor's
prepetition obligation where the payment is an essential element
of the preservation of ASARCO's potential for rehabilitation,
Mr. Prince reminds Judge Schmidt.  Section 105(a) grants broad
authority to bankruptcy courts to enforce the provisions of the
Bankruptcy Code under equitable common law doctrines.

However, Mr. Prince notes, to invoke the equitable powers of
Section 105(a), the Court must first rely on a specific provision
of the Bankruptcy Code in support of a request.

"Such a bridge is present in [ASARCO's] case," Mr. Prince
remarks.

Specifically, Mr. Prince explains, Section 363(b) of the
Bankruptcy Code provides for the use of the estate's property
outside the ordinary course of business after notice and a
hearing.  Also Section 503(b) provides for the payment of
administrative expenses, including payment for "the actual,
necessary costs and expenses of preserving the estate."

Mr. Prince contends that postpetition payments on prepetition
trade claims are not expressly prohibited by either Section
363(b) or Section 503(b).  Indeed, to the extent that those
payments preserve the going-concern value of the estate, either
of the sections authorizes those payments.

In a long line of well-established cases, courts have
consistently authorized debtors to pay certain creditors'
prepetition claims to preserve or enhance the value of a debtor's
estate for all creditors.  Cases that address the payment of
prepetition debts owed to critical vendors include:

   -- In re Miltenberger v. Logansport Ry., 106 U.S. 286, 312
      (1882), which involved the payment of a pre-receivership
      claim prior to reorganization to prevent the stoppage of
      crucial business relations;

   -- Michigan Bureau of Workers' Disability Comp. v. Chateaugay
      Corp. (In re Chateaugay Corp.), 80 B.R. 279 (S.D.N.Y.
      1987), where the Southern District of New York approved a
      lower court order authorizing debtor prior to plan stage of
      case to pay prepetition wages, salaries, business expenses
      and benefits;

   -- In re CoServ, L.L.C., 273 B.R. 487, 497 (Bankr. N.D. Tex
      2002), where the Northern District of Texas noted that "it
      is only logical that the bankruptcy court be able to use
      section 105(a) of the Code to authorize satisfaction of the
      prepetition claim in aid of preservation or enhancement of
      the estate."; and

   -- In re Gulf Air, Inc., 112  B.R. 152, 153 (Bankr. W.D. La.
      1989), where the Western District of Louisiana authorized
      the payment of prepetition wages, benefits and expenses to
      "safeguard against loss of going-concern values."

ASARCO does not seek to pay all of its suppliers 100% of their
prepetition debt.  Rather, ASARCO -- when makings its list of
Critical Vendors -- carefully reviewed all of its suppliers to
determine which suppliers were sole-source suppliers without whom
ASARCO could not operate, as well as which suppliers were simply
cost-prohibitive to replace and have been unwilling, without
ASARCO's promise to urge the Motion, to provide goods and
services postpetition.

Mr. Prince maintains that if the Motion is granted, ASARCO
intends to negotiate a payment with each of the Critical Vendors
to ensure continued service post-bankruptcy.  Moreover, ASARCO
may also identify additional Critical Vendors in as needs and
circumstances warrant.  Certain of the Critical Vendors also have
reclamation claims, statutory liens and cure amounts under
unrelated executory contracts.

ASARCO intends to address the debt associated with those other
liens and claims, if rightfully due and owing, under additional
motions to be filed with the Court.

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


ASARCO LLC: ASARCO Consulting Wants to File Schedules by Oct. 31
----------------------------------------------------------------
In accordance with Rule 1007(b) and(c) of the Federal Rules of
Bankruptcy Procedure, a Chapter 11 debtor must file its schedule
of assets and liabilities, a schedule of current income and
expenditure, a schedule of executory contracts and unexpired
leases, and a statement of financial affairs within 15 days after
the Petition Date so long as it files a list of its creditors
with the bankruptcy petition.

C. Luckey McDowell, Esq., at Baker Botts, LLP, in Dallas, Texas,
tells Judge Schmidt that due to the administrative load on
employees brought on by the pending bankruptcy cases of ASARCO,
LLC, and its subsidiary affiliates, ASARCO Consulting, Inc.
requires additional time to compile and verify the accuracy of
the data needed for the preparation and filing of the Schedules.

Under the circumstances, ASARCO Consulting anticipates that it
will be unable to complete its Schedules by the deadline
established by Bankruptcy Rule 1007(c).

At present, ASARCO Consulting believes that a 60-day extension of
the deadline will be sufficient to accomplish that project.

Accordingly, ASARCO Consulting asks Judge Schmidt to extend the
deadline for filing its Schedules, Lists, and Statement of
Financial Affairs to Oct. 31, 2005.

ASARCO Consulting also asks the Court to rule that the meeting of
creditors will not be held until after the date it files the
Schedules.

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


ASARCO LLC: Withdraws Bank One Credit Card Request
--------------------------------------------------
ASARCO LLC withdraw its request from the U.S. Bankruptcy Court for
the Southern District of Texas pursuant to Section 364(c)(2) of
the Bankruptcy Code to enter into a corporate credit card
agreement with Bank One and grant a lien on a newly created
segregated cash account to secure obligations arising under the
credit card program.

As previously reported in the Troubled Company Reporter on
Aug. 30, 2005, before filing for bankruptcy, ASARCO had a company
credit card program sponsored by American Express Company, which
provided business credit cards to certain key employees of the
Debtor for their business-related expenses and for purchasing
necessary goods and services.  Upon learning of the Chapter 11
filing, American Express cancelled ASARCO's credit card program,
freezing all cards under it.

James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
states that even before the Petition Date the Debtor was
unsatisfied with the credit card program offered by American
Express.  According to Mr. Prince, ASARCO had contacted other
providers, prepetition, including Bank One, one of ASARCO's main
banking and financial institutions, about the possibility of
migrating ASARCO's credit card program to another provider.  Due
to American Express' cancellation of the existing credit card
program, the Debtor found it necessary to expedite its
negotiations for a replacement credit card program.

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

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


ATA AIRLINES: Asks Court to Okay OFCCP Settlement Agreement
-----------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, ATA Airlines, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Indiana to
approve a settlement agreement between the Debtors, and the Office
of Federal Contract Compliance Programs of the U.S. Department of
Labor.

The Settlement resolves the parties' disputes in connection with a
Notice of Violation issued by the OFCCP to ATA Airlines on
March 14, 2005, alleging certain violations of Executive Order
11246, as amended, and implementing regulations at 41 CFR Chapter
60, which occurred before the Petition Date.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, asserts that the Settlement is fair and reasonable under
the circumstances.  Absent the Settlement, ATA Airlines will be
compelled to expend resources and incur unnecessary expenses in
further defending the alleged violations.  Those expenditures will
by their nature reduce funds available for distribution under a
plan of reorganization.

Mr. Nelson notes that the information contained in the Settlement
contains sensitive, non-public details regarding ATA Airlines'
operations and the settlement of various claims.  The disclosure
of the information would undoubtedly cause serious detriment to
ATA.  Accordingly, with the Court's permission, the Debtors filed
the Settlement under seal.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 34; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BANCO ITAU: Fitch Assigns B+ Long-Term Rating
---------------------------------------------
Fitch Ratings has assigned international ratings to Uruguay's
Banco Itau BBA - Uruguay branch in line with a central bank
mandate requiring all Uruguayan financial institutions to obtain
international and national ratings.  The ratings are:

    -- Long-term foreign currency rating 'B+', Stable Outlook;
    -- Support rating 4;
    -- Long-term national rating 'AA-(uy)', Stable Outlook.

The bank's long-term ratings reflect its status as a branch of
Banco Itau BBA and the quality of its parent, Banco Itau Holding
Financiera, to which Fitch assigns a long-term foreign currency
rating of 'BB-', restricted by the sovereign ceiling, and a long-
term national rating of 'AA(br)'.  The ratings also reflect the
strong supervision of credit, market, and operational risks by
BIHF, the group's good access to credit, and the good performance
of Banco Itau BBA S.A.

The credit risk profile of the bank is currently solid in light of
its limited operations in Uruguay.  Currently, the bank's assets
consist of Uruguayan treasury bonds, held as investment
securities, which are funded entirely by capital (99.2% of
assets).  Nevertheless, uncertainties remain regarding its future
performance and permanency in Uruguay, given that the group's
objective in having a Uruguayan branch is to service Brazilian
companies operating there, the prospects of which remain low in
the short term.

Banco Itau BBA S.A, one of the largest banks operating in Brazil,
is controlled almost entirely by BIHF (95.75%), which also holds a
100% equity stake in Banco Itau S.A. and reported assets and
equity of US$49.1 billion and US$5.7 billion, respectively, at the
end of 2004.

Banco Itau's securities are traded in the United States and are
registered in the Securities and Exchange Commission.  SEC filings
on the company are available for free at

             http://researcharchives.com/t/s?16c


BENNY JOHNSON: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtors: Benny Lee & Sharon Patterson Johnson
         dba Ben L. Johnson Builders
         P.O. Box 437
         Hampton, Tennessee 37658

Bankruptcy Case No.: 05-53373

Type of Business: The Debtors own Ben L. Johnson Builders, a
                  construction contractor company.

Chapter 11 Petition Date: September 9, 2005

Court: Eastern District of Tennessee (Johnson City)

Debtors' Counsel: Dean Greer, Esq.
                  Dean Greer & Associates
                  2809 East Center Street
                  P.O. Box 3708
                  Kingsport, Tennessee 37664
                  Tel: (423) 246-1988

Total Assets: $1,041,820

Total Debts:  $1,015,271

Debtors' 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Elizabethton Federal Savings  2518 Plymouth Road        $643,218
Bank                          Johnson City, TN
P. O. Box 1930                Washington County
Elizabethton, TN 37644        Clarion Court
                              South Condo's
                              2 Condos 90% completed
                              4 Condos 50% completed
                              Value of security:
                              $630,000

Elizabethton Lumber           Personal and business      $14,870
106 Clay Little Rd.
Elizabethton, TN 37643

Elizabethton Federal Savings  1999 Ford F350 Truck       $10,982
Bank                          Crew Cab 4x4 Dual rear
P. O. Box 1930                wheels, towing package,
Elizabethton, TN 37644        Diesel Mileage: 166,710
                              Tag :NUV441
                              Value of security:
                              $9,500

Elizabethton Federal Savings  1996 Ford F250 Pickup      $10,882
Bank                          Value of security:
                              $9,000

Elizabethton Federal Savings  2001 Chevrolet             $10,767
Bank                          Pickup C 1500 4x4
                              Mileage: 77,373
                              Tag: 6335 WB
                              Value of security:
                              $10,000

Elizabethton Federal Savings  Lumber Richard             $10,763
Bank                          Dean Job
                              54102 Job 101

Elizabethton Federal Savings  84 Front End                $5,966
Bank                          Loader (needs
                              $6000 in repairs)
                              $500 Haulmark 14 feet
                              Trailer $1500
                              No VIN Tag #
                              Value of security:
                              $2,000

Penny Leanne Johnson          Personal Loan               $5,000

Internal Revenue Service      2004 1040                   $4,976

Briscall Electric             Miscellaneous               $2,000

Mack Dugger                   Deposit for                 $1,800
                              purchase of
                              Clarion Court
                              South Condo #50

Hojoca Corporation            Plumbing Fixtures             $726

Jack D. Daniels               Steeple Chase                 $719
                              Subdivision
                              County Property
                              Tax 20032004

Law Court Clerk               Lowes vs. Johsnon             $352
                              Case #22910

Household Bank                Credit card purchases         $308

Mack Dugger                   Security Deposit              $200
                              on Condo #50
                              Nonpriorty balance
                              of deposit

Culligan                      Miscellaneous                 $146

Johnson City Power Board      Electricity to                 $91
                              Clarion Court South


BIOGEN IDEC: Strategic Plan Calls for 17% Job Cuts & Asset Sales
----------------------------------------------------------------
Biogen Idec (NASDAQ: BIIB) disclosed a comprehensive strategic
plan to position the company for long-term growth.  The plan
builds on the continuing strength of the core products and
expected near-term developments.  The plan has three principal
elements:

   (1) reducing operating expenses and enhancing economic
       flexibility by recalibrating Biogen Idec's asset base,
       geographic site missions, staffing levels and business
       processes;

   (2) committing significant additional capital to external
       business development and research opportunities; and

   (3) changing Biogen Idec's organizational culture to enhance
       innovation and support the first two elements of the plan.

"In the second quarter, Biogen Idec reported a significant
increase in earnings, driven in large part by the strong
performance of our AVONEX(R) (Interferon beta-1a) and RITUXAN(R)
(rituximab) products.  While Biogen Idec is well poised for
near-term success, we believe that to continue to deliver for
patients, employees, and shareholders requires a bold reshaping of
the company in an effort to generate high-level, sustainable
growth beyond the current decade," said James C. Mullen, Biogen
Idec's President and Chief Executive Officer.  "The first step in
executing our new plan is to discontinue activities and programs
that are unlikely to create significant value and reallocate our
intellectual and financial resources to growth projects."

The strategic plan will build on several expected near-term
developments, including:

   -- continuing to deliver on core business strengths, including
      meeting the needs of the multiple sclerosis (MS) community
      with AVONEX, the world's leading MS treatment, and the needs
      of B-cell non-Hodgkin's lymphomas (NHL) patients with
      RITUXAN, the world's leading cancer therapeutic;

   -- discussions with regulatory authorities regarding the return
      of TYSABRI(R) (natalizumab) for people with MS in the United
      States (U.S.) and its potential launch in Europe;

   -- the launch of RITUXAN in rheumatoid arthritis (RA) in the
      U.S.; and

   -- the launch of PANACLARTM, known as BG-12, for psoriasis
      patients in Germany.

                  Enhanced Economic Flexibility

Reflecting a comprehensive review of its organizational structure,
geographic site missions, asset base, staffing levels and
business processes, Biogen Idec has taken and plans to take a
series of actions aimed at reducing annual operating expenses by
$200 million to $300 million.

   * Reduction of staffing levels

     The company will consolidate or eliminate certain internal
     management layers and staff functions, resulting in the
     reduction of its workforce by approximately 17%, or
     approximately 650 positions worldwide.  These adjustments
     will take place across company functions, departments and
     sites, and are expected to be substantially implemented by
     year-end.  Biogen Idec expects to take a pre-tax charge of
     between $30 million to $40 million related to severance and
     associated staff restructuring costs.

   * Divestment of assets

     The company will seek to divest several non-core assets,
     including the NICO clinical manufacturing facility in San
     Diego, Calif., property in Oceanside, Calif., as well as
     its AMEVIVE(R) (alefacept) product, which had revenues of
     $43 million in 2004.  As they occur, Biogen Idec will provide
     gain and loss financial information on these divestures.

      Acceleration of Growth through External Opportunities

A key element of the strategic plan is to accelerate long-term
growth through increased business development and research
activities.  Biogen Idec expects that the increased economic
flexibility will permit it to earmark approximately $200 million a
year for business development and external research opportunities
starting in 2006.  By comparison, the company had earmarked
approximately $50 million for business development in 2005.

Biogen Idec will consider a range of business opportunities,
including the in-licensing of, and formation of collaborations
around, product opportunities and the acquisition of products and
companies, as well as expanding collaborative research with
academic institutions and teaching hospitals.  Biogen Idec
believes that these corporate initiatives will enable it to
significantly expand the number of potential products in its
pipeline in subsequent years.

Biogen Idec has cash and cash equivalents of approximately
$1.8 billion.

           Organizational and Cultural Transformation

Driving future growth through business development activities such
as in-licensing, collaborations and acquisitions will require
certain organizational and cultural changes.  This includes:

   -- modifying internal discovery and support infrastructure to
      maximize external opportunities;

   -- streamlining geographic site missions to leverage the
      Oncology Center of Excellence in San Diego, CA, the
      Neurology Center of Excellence in Cambridge, MA, and the
      manufacturing expertise and capacity in Research Triangle
      Park (RTP), N.C.;

   -- increasing the company's capacity for external research and
      development and

   -- attracting, retaining, and rewarding top talent.

About Biogen Idec

Headquartered in Cambridge, Mass.-based Biogen Idec, Inc. --
http://www.biogenidec.com/-- is the third-largest
biopharmaceutical company, based on sales.  It specializes in the
development of monoclonal antibody-based -- MAb -- cancer
treatments and autoimmune disease treatments.

                         *     *     *

As reported in the Troubled Company Reporter on Mar 2, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings on Biogen Idec, Inc.  S&P
said the outlook is positive.


BOYDS COLLECTION: Moody's Junks Corporate Family & Notes Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of The Boyds
Collection, Ltd. following the company's release of weak first
half 2005 earnings and cash flows.  Boyds has been unable to
generate sufficient momentum in its new gift item and retail
strategies to offset the continued material declines in its
traditional higher-margin wholesale business.  The company has
covered cash shortfalls with increased debt, drawing significantly
on its $20 million revolving credit facility, and faces
constrained borrowing access and the potential acceleration of its
debt obligations over the coming quarters.  The rating action
reflects the potential for material principal loss, as Boyds may
need to seek debt relief in order to continue its attempted
turnaround strategies.  The outlook remains negative.

These ratings were downgraded:

   * Corporate family rating (formerly called "senior implied
     rating"), to Caa3 from B3;

   * $34 million 9% senior subordinated notes due May 15, 2008,
     downgraded to C from Caa3.

The rating action follows Boyds' release of first half 2005
operating results, in which the company reported a 12% year-over-
year sales decline in its first retail store (Gettysburg,
Pennsylvania) and 38% lower wholesale sales.  The lower sales
levels are being driven by reduced tourist traffic to Gettysburg
and a 30% decline in wholesale bookings.  The sales declines,
coupled with a mix shift to lower margin gift items, has resulted
in an EBITDA erosion from positive $9 million to a loss of $3
million.  Operating losses and higher interest rates have resulted
in a cash flow shortfall, which Boyds has met with $11.5 million
in revolver borrowings.  Along with $4.6 million in outstanding
letters of credit, the revolver usage suggests limited additional
borrowing capacity as Boyds nears the important holiday selling
season.  Further, management has indicated that it does not expect
to be in compliance with financial covenants under its bank credit
agreement at the end of the third and fourth quarters, and thereby
could face the acceleration of its debt maturities.

Boyds turnaround strategy involves efforts to recapture lost
wholesale sales, particularly through new national retail accounts
and the pursuit of licensing opportunities (similar to its NASCAR
line) with M&M, Coke, and Crayola.  Further, Boyds plans to
address disappointing store traffic in both its Gettysburg and
Pigeon Forge stores with targeted marketing campaigns and
partnerships, and is launching a new interactive retail concept in
the fourth quarter that will involve low capital investment.
Lastly, the company is continuing staff reductions, which are now
expected to generate $5.5 million in 2005 cost savings.

Moody's recognizes the strong rationale for Boyds to shift its
operating priorities given its challenged financial condition and
the evolving consumer activity in this sector towards national
mass retailers, gift products, and high-end specialty stores.
Nonetheless, the lower rating levels and negative outlook reflect
the significant uncertainty surrounding execution of the strategy
and its weak liquidity profile.  In particular, the relatively low
profitability of new products and challenging macro-economic
conditions may continue to delay the stabilization or turnaround
of profits and cash flows.

In particular, Moody's notes that persistently high gas prices are
weighing on discretionary consumer spending and could restrain
traffic to Boyds' tourist destination retail stores.  As such,
Moody's expects that Boyds will likely need additional capital
and/or debt relief to continue the implementation of its
turnaround strategies, which could result in a significant
principal loss to debt holders.

Although the ratings reflect Moody's current assessment of
recovery values in a distressed scenario, ratings could be lowered
if Boyds takes on additional debt or experiences further material
sales and earnings declines (particularly in its retail division,
which now stands to be its most significant earnings contributor).
Moody's views positive rating actions as unlikely over the coming
year, in the absence of:

   * a dramatic turnaround in sales,
   * profit and cash flow trends,
   * an improved long-term liquidity profile, and
   * a substantial debt reduction or equity infusion.

Headquartered in McSherrytown, Pennsylvania, The Boyds Collection,
Ltd. is a designer, importer and distributor of hand-crafted
collectibles and other specialty giftware products.  Net sales for
the twelve-month period ended June 2005 were approximately $90
million.


CANWEST GLOBAL: Subsidiary Initiates Cash Tender Offers
-------------------------------------------------------
CanWest MediaWorks Inc., a wholly owned subsidiary of CanWest
Global Communications Corp., commenced cash tender offers for any
and all of its outstanding 10-5/8% Senior Subordinated Notes due
2011 and 7-5/8% Senior Unsecured Notes due 2013.  These two series
of debt securities have a combined principal amounts outstanding
of US$625 million (CDN$744 million).

As part of these offers, CanWest is soliciting noteholders'
consents to amend certain provisions of these notes and the
related indentures.  The tender offers and consent solicitations
are an integral part of CanWest's decision to transfer its
Canadian newspaper and interactive operations (with the exception
of the National Post) to a limited partnership, all of the
interests in which will be indirectly held by CanWest and CanWest
MediaWorks Income Fund.  The Fund will complete an initial public
offering in Canada to finance the acquisition of its indirect
interest in the partnership.  The purpose of the consent
solicitations and the proposed amendments to the notes and related
indentures is to eliminate substantially all restrictive covenants
and certain events of default contained in the notes and
indentures, in order to allow the Canadian IPO and related
transfer of the newspaper and online operations, and to increase
CanWest's operational and financial flexibility.

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

CanWest intends to use a portion of the expected proceeds from a
planned sale of its Canadian newspaper and interactive operations
to CanWest MediaWorks Limited Partnership to acquire the Senior
Subordinated Notes and Senior Unsecured Notes accepted pursuant to
the tender offers.

The purchase prices for notes of each series will be determined on
Oct. 6, 2005 (subject to extension) in the manner described in the
Offers to Purchase and Consent Solicitation Statements dated
September 8, 2005 that CanWest has distributed to holders of the
notes.  The purchase price for the Senior Subordinated Notes will
be a "fixed spread" price.  The purchase price for the Senior
Unsecured Notes will be a composite price equal to the sum of 35%
of the "equity claw-back" price described in the terms of those
notes and 65% of a "fixed spread" price. The fixed spread prices
for each of the two series of notes will be calculated using a
yield equal to a fixed spread of 50 basis points plus the yield to
maturity of, in the case of the Senior Subordinated Notes, the
2.000% U.S. Treasury Note due May 15, 2006 and, in the case of the
Senior Unsecured Notes, the 2.625% U.S. Treasury Note due May 15,
2008.

The purchase price for notes of each series includes an early
tender premium that is equal to $30.00 per $1,000 principal amount
of the notes.  Holders of notes tendered after the early tender
premium deadline will not receive the early tender premium.

The offers are subject to conditions including the tender of a set
minimum amount of notes of each series and the successful creation
and Canadian IPO of the Fund.

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

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

The Fund's units are being offered in Canada only by means of the
preliminary prospectus.  This news release does not constitute an
offer to sell or the solicitation of any offer to buy, nor shall
there be any sale of the Fund's units in any province, territory,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such province, state or jurisdiction.

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

                          *     *     *

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


CANWEST MEDIAWORKS: Moody's Reviews Sr. Sub. Notes' B2 Rating
-------------------------------------------------------------
Moody's placed all long term ratings of CanWest MediaWorks Inc.
(formerly CanWest Media Inc, "CanWest") under review for possible
upgrade following the company's announcement that it intends to
reduce debt as a result of the planned transfer of its Canadian
newspaper and interactive media businesses to a partnership which
will be 28%-owned by the proposed CanWest MediaWorks Income Fund
that is planning to raise approximately C$620 million (after fees)
in an equity IPO.

The newspaper and interactive media operating businesses owned by
the partnership will initially borrow $830 million under a new
C$1 billion committed 5 year senior unsecured bank loan, which
together with the CanWest MediaWorks Income Fund IPO proceeds will
provide approximately C$1.45 billion to CanWest.  In turn, CanWest
intends to use these funds to retire certain debt obligations.

CanWest intends to retire its existing senior secured debt and
replace it with a new C$500 million senior secured 5 year
committed bank loan authorization.  CanWest has concurrently
initiated a tender and consent solicitation from the holders of
the 10-5/8% Senior Subordinated Notes (US$425 million) and the 7-
5/8% Senior Unsecured Notes (US$200 million), and as the consents
are necessary in order to transfer CanWest's assets into the
partnership, the transaction is conditional on such approval being
received.  The existing 8% Senior Subordinated Notes (US$751
million) are not subject to the consent notice.

The review will focus on:

   1) the successful execution of both the IPO and the consent
      solicitations;

   2) the impact on CanWest's leverage and other credit metrics,
      including both the reduction in CanWest debt and the
      reduction in cash flow as a result of distributions to be
      paid to the CanWest MediaWorks Income Fund;

   3) the degree of subordination of CanWest's remaining debt
      relative to prior-ranking debt service obligations in
      CanWest's partially-owned media assets;

   4) CanWest's future strategy, including the possibility of
      acquisitions or additional operating asset divestitures;

   5) any change to CanWest's ability or plans to incur additional
      debt itself or at the newspaper operating company level; and

   6) a review of the business prospects of all of CanWest's media
      investments.

Long term ratings affected by this action:

   * Corporate Family Rating: Ba3

   * Senior Secured: Ba2

     -- C$413 million Revolving Credit Authorization, due
        November 2006

     -- Nil outstanding

     -- Term Loan E1, due August 2009 C$15 million

     -- Term Loan E2, due August 2009 US$279 million

   * Senior Unsecured Notes: Ba3

     -- 7.625%, due March 2013 US$200 million

   * Senior Subordinated Unsecured Notes: B2

     -- 10.625% due May 2011 US$425 million
     -- 8%, due September 2012 US$751 million

CanWest MediaWorks Inc. (name changed from CanWest Media Inc. on
September 1, 2005) is a newspaper publisher and a radio and TV
broadcaster, with operations in:

   * Canada,
   * Australia,
   * New Zealand, and
   * the Republic of Ireland.

CanWest is based in Winnipeg, Manitoba, Canada.


CAPITAL ONE: Moody's Reviews Preferred Shelf's (P)Ba2 Rating
------------------------------------------------------------
Moody's Investors Service is continuing its ratings review for
Capital One Financial Corporation and Hibernia Corporation.  The
review began on March 7, 2005, following Capital One's
announcement that it had agreed to acquire Hibernia Corporation,
parent of Hibernia National Bank.  Following due diligence and an
assessment of the potential impact of Hurricane Katrina, Capital
One and Hibernia announced a renegotiated acquisition price for
the transaction.  The acquisition is now expected to close in the
fourth quarter 2005, pending Hibernia shareholder approval of the
revised terms.

The rating agency said it expects Hurricane Katrina will have some
negative impact on Hibernia's near-term earnings and asset
quality.  But following most hurricanes in the U.S., Moody's
observed, the short term economic damage has been offset by the
inflows of insurance proceeds and government relief to the region.
Based on the information currently available, Moody's believes
that Hibernia National Bank's A3 deposit rating and C bank
financial strength rating remain appropriate.  Those ratings are
currently not on review.  However, to the extent that the
hurricane has a significant impact on Hibernia's franchise value
and long-term earnings profile, then those ratings could come
under greater negative pressure.

The long-term ratings of Capital One Financial Corporation and its
subsidiaries (deposits at Baa1, parent company senior unsecured at
Baa3) remain on review for possible upgrade, while the long-term
issuer and debt ratings of Hibernia National Bank (issuer at A3)
and Hibernia Corporation (subordinated at Baa2) and the Prime-1
short-term rating of Hibernia National Bank remain on review for
possible downgrade.

As noted in March, Moody's said the review will focus on the
potential benefits that Hibernia will provide to Capital One
through increased diversification in both earnings and funding, as
well as the potential negative impact of structural subordination
from Capital One's securitizations on Hibernia's outstanding debt,
issuer and other senior obligations ratings.  The review of
Hibernia's Prime-1 short-term deposit rating will focus on the
risk that, as an affiliate of Capital One, Hibernia's credit
transition risk could increase following the acquisition.

Moody's expects the ratings review will conclude once all
necessary approvals have been received and the acquisition's
closing is certain.

These ratings remain on review for possible upgrade:

Capital One Financial Corporation:

   -- senior debt at Baa3
   -- subordinate shelf at (P)Ba1
   -- junior subordinate shelf at (P)Ba1
   -- preferred shelf at (P)Ba2

Capital One Bank:

   -- bank financial strength at C-
   -- long-term deposits at Baa1
   -- senior debt at Baa2
   -- issuer rating at Baa2
   -- long-term other senior obligations at Baa2
   -- subordinated debt at Baa3

Capital One FSB:

   -- bank financial strength at C-
   -- long-term deposits at Baa1
   -- issuer rating at Baa2
   -- long-term other senior obligations at Baa2

Capital One Capital I:

   -- preferred stock at Ba1

These ratings remain on review for possible downgrade:

Hibernia Corporation:

   -- issuer rating at Baa1
   -- subordinated debt at Baa2

Hibernia National Bank:

   -- short-term deposits and other senior obligations at Prime-1
   -- issuer rating at A3
   -- long-term other senior obligations at A3

Capital One Financial Corporation, headquartered in McLean,
Virginia, is the fifth largest U.S. credit card issuer and
reported $100.8 billion in managed assets (including securitized
receivables) at June 30, 2005.

Hibernia Corporation, a financial holding company headquartered in
New Orleans, Louisiana with retail banking operations in Louisiana
and Texas, reported $22.1 billion in assets at June 30, 2005.


CAPITAL ONE: Katrina Confusion Prompts New Vote on Hibernia Merger
------------------------------------------------------------------
Capital One Financial Corporation (NYSE: COF) and Hibernia
Corporation (NYSE: HIB) have determined to cancel all elections
previously made by Hibernia shareholders, in light of the revised
merger terms in Capital One's planned acquisition of Hibernia.

The exchange agent for the transaction, Computershare Shareholder
Services, Inc., will promptly return all shares previously
tendered in elections to those Hibernia shareholders of record.
For any Hibernia shareholder currently holding Hibernia shares in
certificated form, the shares will be returned to the shareholder
via an account in that shareholder's name in book-entry form on
the records of Hibernia's transfer agent, Mellon Investor
Services.  Any restrictions or legends currently reflected on the
share certificate will be indicated on the book-entry account.

A Hibernia shareholder may request a physical share certificate,
or direct any questions or requests for changes to his or her
account, by contacting Mellon Investor Services at 1-800-814-0305.

                         New Election

New election forms will be mailed to all Hibernia shareholders of
record, based on a record date to be determined as soon as
practicable, contemporaneously with the revised proxy
statement/prospectus that will be mailed to Hibernia shareholders
of record in connection with the Hibernia shareholder meeting to
be held to approve the revised transaction.  After these forms are
mailed, Hibernia shareholders will be able to make new elections
until the business day prior to the Hibernia shareholder meeting.

Any Hibernia registered shareholders who have been displaced by
Hurricane Katrina may contact Hibernia by email at
tvoltz@hibernia.com if they wish to provide Hibernia with a new
mailing address.  This will assist Hibernia in ensuring that those
shareholders receive the new election forms and the revised proxy
statement/prospectus.

Hibernia shareholders who hold their shares in "street name" or
through the Hibernia Corporation Employee Stock Ownership Plan or
the Hibernia Corporation Retirement Security Plan may have an
election deadline earlier than the business day prior to the
Hibernia shareholder meeting.  They should carefully review any
materials they receive from their broker or the plan fiduciary to
determine the election deadline applicable to them.

A more complete description of the merger consideration and the
proration procedures applicable to elections will be contained in
a revised proxy statement/prospectus that will be mailed to
Hibernia shareholders of record.  Hibernia shareholders are urged
to read such revised proxy statement/prospectus when it becomes
available carefully and in its entirety.

                   Revised Merger Terms

During the new election period, under the terms of the amendment
to the merger agreement, for each Hibernia share, Hibernia
shareholders will have the right, subject to proration, to elect
to receive cash or Capital One common stock, in either case having
a value per Hibernia share equal to $13.95 plus the value of
0.2055 Capital One shares (based on the average of the closing
prices on the New York Stock Exchange for Capital One common stock
during the five trading days ending the day before the completion
of the merger).  The transaction is subject to the satisfaction of
customary closing conditions, including Hibernia shareholder
approval of the revised terms, and is expected to close in the
fourth quarter of 2005.

Also, in response to a number of inquiries, the companies note
that payments of future Hibernia dividends are governed by the
terms of the original merger agreement dated as of March 6, 2005.
Under those terms, Hibernia may declare and pay regular quarterly
dividends at a rate that does not exceed $0.20 per share with
record and payment dates consistent with the prior year.  Hibernia
may also pay a pro rata dividend under certain circumstances
depending upon the closing date of the merger.  These terms are
described in the definitive proxy statement on Schedule 14A filed
by Hibernia on June 17, 2005.  Declaration of dividends is at the
discretion of the Hibernia board of directors.

Hibernia is on Forbes magazine's list of the world's 2,000 largest
companies and Fortune magazine's list of America's top 1,000
companies according to annual revenue. As of June 30, 2005,
Hibernia had $22.1 billion in assets and 321 locations in 34
Louisiana parishes and 36 Texas counties. Hibernia Corporation's
common stock (HIB) is listed on the New York Stock Exchange.

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

                         *     *     *

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

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


CATHOLIC CHURCH: Court Approves Tucson's Settlement with Insurers
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
request of the Tucson Diocese's Settlement and Release with the
insurers, Pacific Employers Insurance Co., Century Indemnity
Insurance, and Motor Vehicle Casualty Company

As reported in the Troubled Company Reporter on July 17, 2005, the
salient terms of the Settlement and Release are:

   (a) the Diocese and the other releasing parties will sell, and
       the insurers will purchase, the Policies for $3.5 million,
       to be paid to the Estate;

   (b) the Diocese and the Other Releasing Parties will provide a
       full release to the insurers with respect to and in
       connection with the Insurers' Policies, which release
       specifically include any other unknown insurance policies
       issued by the insurers under which the bankruptcy estate
       may have insurance coverage.  The release will represent
       fair consideration for the purchase price paid by the
       insurers to buy back the Policies in view of the various
       disputes between the parties, and in no way constitute
       an annulment of the Policies within the meaning of A.R.S.
       Section 20-1123; and

   (c) the insurers will provide full releases to the Diocese and
       the Other Releasing Parties with respect to and in
       connection with any claims in connection with the
       Policies.

The insurers issued to, or for the benefit of the Diocese of
Tucson and certain other parties, six insurance policies:

   Insurance                Policy No.        Policy Period
   ---------                ---------         -------------
   Century Indemnity
   Insurance                CP-04-96-78       06/17/77 - 06/01/78

   Pacific Employers
   Insurance Co.            CP-DO-03-33-71-2  06/01/78 - 06/01/80

   Pacific Employers
   Insurance Co.            DO-28-03-82-3     06/01/81 - 07/01/83

   Pacific Employers
   Insurance Co.            INP-DO-80-41-143  07/01/83 - 07/01/84

   Motor Vehicle Casualty
   Company                  MU-103969         07/01/82 - 07/01/83

Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, relates that numerous individuals have asserted
claims against the Diocese for injuries allegedly suffered due to
sexual abuse by priests hired, supervised, or maintained by the
Diocese.

According to Ms. Boswell, certain disputes between the Diocese and
the insurers have arisen and would be likely to arise in the
future concerning the insurers' position regarding the nature and
scope of their responsibilities, if any, to provide coverage to
the Diocese and other parties under the Policies for the Tort
Claims.  This includes:

   -- the sufficiency of the evidence of the existence and terms
      of the Policies;

   -- whether policy terms of exclusions provide or preclude
      coverage for the Tort Claims;

   -- whether the Diocese has complied with certain conditions
      precedent to coverage contained in the Policies; and

   -- whether and to what extent the costs incurred in connection
      with the Tort Claims are allocable to the Policies.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 41
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Diocese of Tucson to Emerge on September 25
------------------------------------------------------------
The Diocese of Tucson anticipates its plan of reorganization to
become effective on or around September 25, 2005, reports Bob
Scala of The New Vision, a monthly newspaper of the Diocese of
Tucson.

Mr. Scala relates that for the past 10 months, a "Parish
Incorporation Committee" comprised of clergy and laity under the
direction of Father Al Schifano, Moderator of the Curia, developed
a model plan of incorporation, with articles of incorporation, by
laws and related agreements.

Under Tucson's confirmed Plan, the Diocese is "specifically
authorized and directed to transfer legal title to the Parish
Real Property to the Parish owning such Parish Real Property upon
its formation as a religious non-profit corporation."

Bishop Gerald F. Kicanas has approved the model plan after review
by the diocesan Presbyteral, Finance and Pastoral councils and
with the unanimous recommendation of those councils for approval.

Bishop Kicanas said the plan had the intent of allowing the
Diocese and the parishes to reflect in civil law the separate
identity of parishes under canon law.

Mr. Scala is a parishioner of Our Mother of Sorrows Parish in
Tucson.  He is the chairman of the Diocesan Pastoral Council, and
serves on the Parish Incorporation Committee.

With the realization of the Diocese's Plan Effective Date,
Mr. Scala says the next step toward separate incorporation of each
of the 74 parishes in the Diocese will be a series of
presentations in each vicariate during October.

At each presentation, Mr. Scala says all priests, deacons,
sisters, members of finance and parish councils, parish staff and
any and all parishioners who have an interest will be introduced
to the "nuts and bolts" of parish incorporation which address
questions, including:

   * What does incorporation mean for a parish?
   * What stays the same and what will be different?
   * When will incorporation take place?

The presentation team, according to Mr. Scala, will include the
chair of the Presentation Subcommittee of the Parish Incorporation
Committee, a civil lawyer, a canon lawyer and other diocesan
representatives.

The incorporations of parishes are slated to take effect over four
months, beginning in November, Mr. Scala adds.

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

      http://www.catholic-vision.org/reorganizing.html

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 41
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CCH I: Moody's Junks $4.3 Billion Senior Secured Notes' Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to the proposed
senior notes issuance at CCH I LLC and Ca ratings to the proposed
senior notes issuance at CCH I Holdings LLC, both indirect
minority-owned subsidiaries of Charter Communications, Inc.
Charter is offering to exchange the new notes for existing senior
notes at Charter Communications Holdings LLC (CCH, also an
indirect minority-owned subsidiary of Charter); Moody's rates the
CCH notes Ca.

The amount of new notes issued will depend on exchange
participation levels and could reach a total of $7.8 billion.  In
Moody's view, the proposed transaction represents a slight
improvement to Charter's liquidity profile but no material
improvement to its capital structure.  Because the proposed CCH I
notes will rank senior to the CIH notes, they warrant the Caa3
rating, one notch higher than the Ca assigned to the proposed CIH
notes.

Moody's also affirmed all existing ratings for the company and its
subsidiaries, and the outlook remains stable.  Ratings assigned
are:

CCH I LLC (CCH I):

   * 11% Senior Secured Notes due 2015, up to $4.3 billion
     -- Caa3 assigned

CCH I Holdings LLC (CIH):

   * Senior Unsecured Notes due 2014, up to $3.9 billion
     -- Ca assigned

   * Senior Unsecured Notes due 2015, up to $300 million
     -- Ca assigned

Moody's recognizes that the lengthened maturity schedule and
modest reduction in annual interest expense (maximum cash interest
reduction estimated at $25 million compared to annual cash
interest expense of approximately $1.5 billion) improves liquidity
slightly, but Charter's Caa1 corporate family rating continues to
assume that its capital structure is unsustainable over the longer
term.  Moody's estimates the maximum debt reduction at less than
5% of Charter's total debt, which does not significantly improve
Charter's capital structure.

Holders of the new CCH I debt will be lending at a more senior
position in the capital structure, resulting in appreciably more
asset coverage and meriting the Caa3 rating, one notch higher than
the Ca assigned to the proposed CIH notes.  Moody's recognizes
that the CIH notes' priority in bankruptcy will also likely
improve, but not to a material degree.  Both issues will be senior
to any CCH notes that remain outstanding following the completion
of the exchange offer, and Moody's will revisit the notching at
that time.  Moody's assumed full participation in the exchange;
under that scenario the only certain junior capital for the CIH
notes includes approximately $100 million of CCH notes which are
not part of the exchange offer, $900 million of convertible notes
at Charter, and public equity.  A lower degree of participation in
the exchange would result in more junior capital from remaining
CCH notes and could lead to upward notching.  Holders will also
receive a premium to current trading values in return for the
extended maturity.

Charter Communications is one of the largest domestic cable
operators serving approximately 5.9 million subscribers.  The
company maintains its headquarters in St. Louis, Missouri with
corporate offices also in Greenwood Village, Colorado.


CHESAPEAKE ENERGY: Prices $300 Million of 4.50% Preferred Stock
---------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a public
offering of $300 million of its 4.50% cumulative convertible
preferred stock at its liquidation preference of $100 per share.
Chesapeake expects the issuance and delivery of the shares to
occur on Sept. 14, 2005.  Chesapeake has also granted the
underwriters a 30-day option to purchase up to $45 million in
additional shares of the preferred stock solely to cover over-
allotments, if any.  The offering is being made under the
company's existing shelf registration statement.

The annual dividend on each share of preferred stock will be $4.50
and will be payable quarterly in cash, common stock or a
combination thereof, when, as and if declared by the company's
board of directors, on the fifteenth day of each March, June,
September and December, to holders of record as of the first day
of the payment month, commencing on Dec. 15, 2005.  The preferred
stock will not be redeemable.

Each share of preferred stock will be convertible at any time at
the option of the holder into 2.2639 shares of Chesapeake common
stock, which is based on an initial conversion price of $44.17 per
common share.  The conversion price is subject to customary
adjustments in certain circumstances.  The preferred shares will
be subject to mandatory conversion on or after Sept. 15, 2010,
into Chesapeake common stock, at the option of the company, if the
closing price of Chesapeake's common stock exceeds 130% of the
conversion price for 20 trading days during any consecutive 30
trading day period.

Chesapeake intends to use the net proceeds of the offering,
together with the proceeds from a concurrent offering of common
stock, to repay debt under its bank credit facility and for
general corporate purposes.

Lehman Brothers, Banc of America Securities LLC, Credit Suisse
First Boston, Deutsche Bank Securities and Raymond James acted as
joint book-running managers for the offering.  Copies of the
prospectus supplement and accompanying base prospectus relating to
the offering may be obtained from the offices of:

   Lehman Brothers Inc.
   c/o ADP Financial Services
   Integrated Distribution Services
   1155 Long Island Avenue
   Edgewood, NY 11717

   Banc of America Securities LLC
   Attn: Prospectus Department
   100 West 33rd Street
   New York, NY 10001, 646-733-4166

   Credit Suisse First Boston
   One Madison Avenue, Level 1B
   New York, NY 10010
   Tel: 212-325-2580

   Deutsche Bank Securities
   Attn: Prospectus Department
   1290 Avenue of Americas
   New York, NY 10019
   Fax 212-468-5333

   Raymond James & Associates
   880 Carillon Parkway
   St. Petersburg, FL 33716
   Tel: 727-567-2400

Headquartered in Oklahoma City, Oklahoma, Chesapeake Energy
Corporation is the third largest independent producer of natural
gas in the U.S., the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent, Permian Basin, South Texas,
Texas Gulf Coast, Barnett Shale and Ark-La-Tex regions of the
United States.

                        *     *     *

As reported in the Troubled Company Reporter Aug. 19, 2005,
Moody's assigned a Ba3 rating to Chesapeake Energy's new
$600 million issue of 12 year 6.5% senior unsecured notes and to
CHK's existing $600 million issue of 13 year 6.25% senior
unsecured notes.  Moody's affirmed CHK's Ba3 corporate family
rating, existing Ba3 senior unsecured note ratings, and B3
preferred stock rating.  Moody's said the outlook remains
positive.

The new note proceeds will be used to repay outstanding borrowings
under the revolving bank credit facility (unrated), which was
partially tapped to fund four recent transactions costing
$410 million.  CHK had approximately $455 million of bank debt
outstanding as of June 2005.


CHESAPEAKE ENERGY: Prices Public Common Stock Offering
------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has priced a public
offering of 8.0 million shares of its common stock at $32.72 per
share.  All shares are being sold by Chesapeake.  Chesapeake also
has granted the underwriters a 30-day option to purchase up to
1.2 million additional shares of its common stock solely to cover
over-allotments, if any.  The offering is being made under the
company's existing shelf registration statement.

Chesapeake expects the issuance and delivery of the shares to
occur on Sept. 14, 2005, subject to satisfaction of customary
closing conditions.  Chesapeake intends to use the net proceeds of
the offering, together with the proceeds from a concurrent
offering of preferred stock, to repay debt under its bank credit
facility and for general corporate purposes.

Lehman Brothers, Banc of America Securities LLC, Credit Suisse
First Boston, Deutsche Bank Securities and Raymond James acted as
joint book-running managers for the offering.  Copies of the
prospectus supplement and accompanying base prospectus relating to
the offering may be obtained from the offices of:

   Lehman Brothers Inc.
   c/o ADP Financial Services
   Integrated Distribution Services
   1155 Long Island Avenue
   Edgewood, NY 11717

   Banc of America Securities LLC
   Attn: Prospectus Department
   100 West 33rd Street
   New York, NY 10001, 646-733-4166

   Credit Suisse First Boston
   One Madison Avenue, Level 1B
   New York, NY 10010
   Tel: 212-325-2580

   Deutsche Bank Securities
   Attn: Prospectus Department
   1290 Avenue of Americas
   New York, NY 10019
   Fax 212-468-5333

   Raymond James & Associates
   880 Carillon Parkway
   St. Petersburg, FL 33716
   Tel: 727-567-2400

Headquartered in Oklahoma City, Oklahoma, Chesapeake Energy
Corporation is the third largest independent producer of natural
gas in the U.S., the company's operations are focused on
exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent, Permian Basin, South Texas,
Texas Gulf Coast, Barnett Shale and Ark-La-Tex regions of the
United States.

                        *     *     *

As reported in the Troubled Company Reporter Aug. 19, 2005,
Moody's assigned a Ba3 rating to Chesapeake Energy's new
$600 million issue of 12 year 6.5% senior unsecured notes and to
CHK's existing $600 million issue of 13 year 6.25% senior
unsecured notes.  Moody's affirmed CHK's Ba3 corporate family
rating, existing Ba3 senior unsecured note ratings, and B3
preferred stock rating.  Moody's said the outlook remains
positive.

The new note proceeds will be used to repay outstanding borrowings
under the revolving bank credit facility (unrated), which was
partially tapped to fund four recent transactions costing
$410 million.  CHK had approximately $455 million of bank debt
outstanding as of June 2005.


COMBUSTION ENGINEERING: Confirmation Hearing Set for Sept. 28
-------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing to consider
confirmation of the Modified Plan of Reorganization of Combustion
Engineering, Inc., on Sept. 28, 2005, at 9:00 a.m., at the U.S.
Bankruptcy Court for the Western District of Pennsylvania, 5490
U.S. Steel Tower, 600 Grant Street, Pittsburgh, Pennsylvania.

As reported in the Troubled Company Reporter on June 29, 2005, the
Debtor filed its Modified Plan with the U.S. Bankruptcy Court for
the District of Delaware.

As reported in the Troubled Company Reporter on Aug. 23, 2005, the
Court approved the Debtor's Disclosure Statement explaining the
terms of the Modified Plan on Aug. 19, 2005.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information -- for creditors to make an informed decision about
the Plan.

                       About the Plan

Under the Modified Plan, treatment of claims other than asbestos
personal injury claims remain unchanged.

Priority claims, secured claims, workers' compensation claims,
general unsecured claims will be unimpaired.

The Plan separates the tort claimants into two classes:

   a) Non-participants to the CE Settlement Trust will be subject
      to a channeling injunction.  The injunction will require
      the tort claimants to assert their claims against the
      Asbestos PI Trust.  The Trust will be funded with
      substantial assets including ABB's $232 million
      contribution.

   b) Participants in the CE Settlement Trust will also be
      subject to a channeling  injunction.  The participants will
      receive a release of any preference claims and fraudulent
      transfer claims from the Debtors.  They will also be
      permitted to keep any distributions that have been or will
      be made from the CE Settlement Trust.

The Asbestos PI Trust will act as a Qualified Settlement Fund as
defined in the Treasury Regulations under Section 468B of the
Internal Revenue Code.

The Modified Plan also contemplates Lummus' filing of a chapter 11
case to liquidate its assets and create the Lummus Asbestos PI
Channelling Injunction Trust.  The Trust will contribute $204
million to the Asbestos PI Trust upon the sale of Lummus.

                   Valuation & Plan Funding

Under the Plan, CE's US$812,000,000 value is delivered to the
Sec. 524(g) Trust for the benefit of present and future claimants.
In addition:

      (1) ABB contributes:

          (a) 30,298,913 shares of its stock, initially valued
              at $50,000,000, but with a current market value
              exceeding $81,000,000;

          (b) a financial commitment to pay $250,000,000 to the
              Trust in pre-agreed installments from 2004 to 2009
              (guaranteed by certain ABB affiliates);

          (c) up to $100,000,000 more from 2006 through 2011 if
              certain performance benchmarks are achieved; and

      (2) Asea Brown Boveri contributes:

          (a) an indemnification of all of CE's environmental
              liabilities, which has a value of around
              $100,000,000;

          (b) a release of its indemnification rights against CE
              for asbestos claims asserted against Asea Brown
              Boveri after June 30, 1999;

          (c) a note evidencing Asea Brown Boveri's agreement to
              contribute almost $38,000,000 on account of the
              asbestos claims attributable to:

                 -- Basic, Incorporated (CE acquired this
                    acoustical plaster manufacturer in 1979) and

                 -- ABB Lummus Global, Inc. (CE acquired
                    this manufacturer of feed water heaters that
                    used asbestos-containing gaskets in
                    transactions stretching from 1930 to 1970);

      (3) Lummus and Basic release and assign all of their
          interests in insurance covering asbestos personal
          injury claims, including certain CE-shared policies.

A full-text copy of the Modified Disclosure Statement is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=050822021626

Objections to the Plan, if any, must be filed and served by
Sept. 12, 2005, to:

    Counsel for the Committee:

      Frank/Gecker LLP
      325 North LaSalle Street, Suite 625
      Chicago, Illinois 60610
      Attn: Joseph D. Frank, Esq.

    Counsels for the Debtor:

      Pachulski, Stang Ziehl, Young, Jones & Weintraub, P.C.
      919 North Market Street, 16th Floor
      P.O. Box 8705
      Wilmington, Delaware 19899-8705
      Attn: Laura Davis Jones, Esq.

          --- and ---

      Kirkpartick & Lockhart Nicholson Graham LLP
      599 Lexington Avenue
      New York, New York 10022-6030
      Attn: Jeffrey N. Rich, Esq.

    United States Trustee:

      Office of the United States Trustee
      84 North King Street
      Wilmington, Delaware 19801
      Attn: Richard Schepacarter, Esq.

    Counsel to ABB Holdings Inc.:

      Kirkland & Ellis LLP
      Citigroup Center
      153 East 53rd Street
      New York, New York 10022
      Attn: Theodore L. Freedman, Esq.

    Counsel to Future Claimants' Representative:

      Swidler Berlin LLP
      3000 K. Street, Northwest, Suite 300
      Washington, D.C. 20007
      Attn: Roger Frankel, Esq.

    Counsel to Certain Cancer Claimants:

      Montgomery, McCracken, Walker & Rhoads, LLP
      1223 South Broad Street, 28th Floor
      Philadelphia, Pennsylvania 19109
      Attn: natalie D. Ramsey, Esq.

All ballots must be returned by 4:00 p.m., Eastern Time on
Sept. 12, 2005.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impact.  The ABB Group of companies operates in more than 100
countries and employs about 103,000 people.  Combustion
Engineering filed for chapter 11 protection on Feb. 17, 2003
(Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


CONDORE CONSTRUCTION: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Condore Construction Company
        P.O. Box 30106
        Albuquerque, New Mexico 87190

Bankruptcy Case No.: 05-17265

Type of Business: The Debtor offers construction services.

Chapter 11 Petition Date: September 6, 2005

Court: District of New Mexico

Judge: Mark B. McFeeley

Debtor's Counsel: George M. Moore, Esq.
                  Moore & Berkson, P.C.
                  320 Gold Avenue Southwest, Suite 1200
                  P.O. Box 216
                  Albuquerque, New Mexico 87103
                  Tel: (505) 242-1218

Estimated Assets: [Not provided]

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
LOC-COE LLC                                   $1,071,207
8607 Chambers Place Northeast, 1099F
P.O. Box 30106
Albuquerque, NM 87190

Don & Joan Coe                                  $140,948
8607 Chambers Place Northeast
Albuquerque, NM 87111

Second Street, LLC                               $95,000
8607 Chambers Avenue Northeast
Albuquerque, NM 87111

Tom Growney Equipment, Inc.                      $39,595

Waycor Materials, Inc.                           $29,854

LaFarge Corporation                              $29,377

National Waterworks, Inc.                        $26,759

Hibernia Development, Inc.                       $23,845

Duke City Ready-Mix                              $23,785

Road Machinery Co.                               $21,283

Bogan Brothers Painting                          $16,713

Ever-Ready Oil Company                           $15,121

Zurich North America                             $14,271

Sturm & Associates                               $13,127

Lofland Co. of New Mexico                        $11,415

Golden Equipment Company                         $11,311

Commercial West Ins. Agency                      $10,306

Ohio Casualty Group                              $10,301

Chase Card Services Corp.                         $9,803

Sutin, Thayer & Browne                            $7,956


CREST DARTMOUTH: Fitch Holds BB Rating on $12MM Class D Notes
-------------------------------------------------------------
Fitch Ratings upgrades three classes of notes and affirms two
classes of notes issued by Crest Dartmouth Street 2003-1, Ltd.
These rating actions are the result of Fitch's annual rating
review process and are effective immediately:

    -- $275,901,832 class A notes affirmed at 'AAA';
    -- $13,125,000 class B-1 notes upgraded to 'AA-' from 'A+';
    -- $21,000,000 class B-2 notes upgraded to 'AA-' from 'A+;
    -- $14,875,000 class C notes upgraded to 'BBB+' from 'BBB';
    -- $12,250,000 class D notes affirmed at 'BB'.

Crest Dartmouth is a collateralized debt obligation that closed on
April 10, 2003.  The portfolio consists of 57.5% real estate
investment trusts, 37.9% commercial mortgage backed securities,
and 4.6% commercial mortgage loans. MFS Investment Management, the
collateral administrator, selected the portfolio prior to closing
and is limited to sales of credit-impaired, credit risk, and
defaulted securities.

The upgrade of the class B and C notes is driven primarily by the
improved credit quality of the portfolio and the seasoning of the
collateral.  Since Fitch's last rating action on July 2, 2004,
13.4% of the portfolio has been upgraded.

The weighted average rating of the portfolio remains stable at
'BBB/BBB-', with only 11% of the portfolio rated below investment
grade.  The portfolio has also benefited from another year of
seasoning, as the weighted average life of the portfolio has
decreased to 5.4 years from 6.4 years.  There are currently no
defaulted or distressed securities in the portfolio.

Additionally, approximately $3.1 million of the class A notes has
been redeemed over the same time period, leading to modest
increases in the four overcollateralization ratios.  Approximately
98.5% of the original class A note balance currently remains
outstanding. Each of Crest Dartmouth's four OC and four interest
coverage tests are currently in compliance with their respective
triggers.

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

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


DELTA AIR: Has Three $1.6 to $1.7-Billion DIP Financing Proposals
-----------------------------------------------------------------
Keith L. Alexander at the Washington Post reports that Delta Air
Lines, Inc., has received proposals from J.P. Morgan Chase & Co.,
Citigroup Inc. and General Electric Co. for a $1.6 billion to $1.7
billion debtor-in-possession financing facility, citing a report
circulated on Debtwire last week.

Last week, Delta announced (x) plans to sell 11 inefficient Boeing
767-200 aircraft for $190 million, (y) plans to cut flights from
Cincinnati by 26% and slash 1,000 jobs at that hub, and (z)
completing the sale of the Atlantic Southeast Airlines Inc.
division to SkyWest Inc. for $350 million in cash.

Delta Air Lines -- http://delta.com/-- is the world's second-
largest airline in terms of passengers carried and the leading
U.S. carrier across the Atlantic, offering daily flights to 490
destinations in 85 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.  Delta's
marketing alliances allow customers to earn and redeem frequent
flier miles on more than 14,000 flights offered by SkyTeam and
other partners.  Delta is a founding member of SkyTeam, a
global airline alliance that provides customers with extensive
worldwide destinations, flights and services.

At June 30, 2005, Delta Air's balance sheet showed a $6.9
billion stockholders' deficit, compared to a $5.8 billion deficit
at Dec. 31, 2004.  Delta reported a $382 million net loss for the
June 2005 quarter, compared to a net loss of $2.0 billion in
the prior year quarter.  Delta's operating loss for the June 2005
quarter was $129 million.

As reported in the Troubled Company Reporter over the past four
years, Standard & Poor's Ratings Services, Moody's Investor
Services, Fitch Ratings and Duff & Phelps have steadily cut Delta
Air Lines Inc. from one non-investment grade level to the next-
lower rung on the junk-rating ladder.  Three weeks ago, S&P said
its latest rating cut reflects a very high risk of near-term
bankruptcy and a high likelihood of default.  Atlanta, Georgia-
based Delta has about $21 billion of lease-adjusted debt.


DYER FABRICS: Files Disclosure Statement, Sans Plan, in Tennessee
-----------------------------------------------------------------
Dyer Fabrics Inc. delivered its Disclosure Statement summarizing
the provisions of its to-be-filed Plan of Reorganization to the
U.S. Bankruptcy Court for the Western District of Tennessee,
Western Division, on Aug. 31, 2005.

The Bankruptcy Court directed the Debtor at a hearing in August to
file a chapter 11 plan and disclosure statement by August 31.  The
Debtor scrambled to prepare the documents, completed a disclosure
statement, but didn't complete the plan document.  Accordingly,
the Debtor asks the Court to extend the deadline for filing the
plan to Sept. 15 in order to complete the drafting and filing of
the Plan of Reorganization.

The proposed Plan is based upon the Debtor's ability to go forward
with its mattress cover business and its ability to secure
government contract work for the provision of fleece goods.  The
Debtor's primary assets now consist of its manufacturing
processes, its mattress cover business and its employees.

The Plan will be funded from the Debtor's ongoing operations and a
$700,000 capital infusion from CS Assets, LLC.  Union Planters
National Bank assigned its claims against the Debtor to CS Assets
in Feb. 2005.

                    Treatment of Claims

The priority claims of the State of Tennessee, Department of Labor
and Workforce Development and the Internal Revenue Service,
estimated at $325,000, will be paid in full, including any post-
petition liabilities, over a six-year period with statutory
interest.

The Debtor has settled the secured claim of the City of Dyersburg
and the County of Dyer pursuant to an agreement with CS Assets.
The agreement with CS Assets allowed the Debtor to eliminate
approximately $11 million of its secured debt through the sale and
leaseback of real estate, machinery and equipment.

CS Assets' $1 million secured claim will be paid in accordance
with the terms of its settlement agreement with the Debtor.  The
$700,000 in additional capital funding provided by CS Assets will
be paid through the issuance of 8% Class A convertible preferred
stocks, payable in 24 monthly payments commencing on the effective
date of the Plan.

CS Assets will also receive 25% of the Debtor's common stock.  The
conversion option allows CS Assets to convert its Class A
preferred stock for an additional 5% of the Debtor's common stock
in consideration for extinguishment of the capital infusion debt.

Unsecured Claims, estimated at $550,000, are classified into three
sub-classes:

    1) Holders of an allowed claim of $7,500 or less will be paid
       in full without interest, penalties or attorney's fees.
       Holders of allowed claims over $7,500 can chose to receive
       $7,500 in full and final satisfaction of their claims.  The
       Debtor will make the payments within 90 days from the
       effective date of the Plan.

    2) Holders of unsecured claims classified under a second
       sub-class will be paid in full, without interest, penalties
       or attorney's fees, in 10 equal annual installments
       starting on the first year anniversary of the effective
       date of the Plan.

    3) A $1 million unsecured portion of CS Assets' claim will be
       compromised and settled for $300,000, payable over 10
       years, without interest.

The Debtor will issue Class B, non-convertible preferred stock as
payment for the claims of insiders, including post-petition under-
secured or administrative expense claims.  The stock will carry a
5% percent annual rate and will be paid over a ten-year term.  The
ten-year term will commence upon full payment of CS Assets'
convertible preferred stock.  The Debtor estimates $2.5 million in
claims owed to creditors in this class.

Equity holders will get nothing under the Plan but will retain
their interests in the Debtor, except for the 25% equity stake
transferred to CS Assets.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc.,
is a textile wholesaler and manufacturer. The Debtor filed for
chapter 11 protection on July 9, 2004 (Bankr. W.D. Tenn. Case No.
04-30609).  Steven N. Douglas, Esq., at Harris, Shelton, Dunlap
represent the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


DYER FABRICS: Settles CS Assets' $10.8 Million Claim
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee,
Western Division, approved the settlement and compromise agreement
between Dyer Fabrics Inc. and CS Assets, LLC.  The agreement
effectively cancels all of the Debtor's secured debt and enhances
its ability to accomplish its post-bankruptcy business plan.

Union Planters held a $10,885,465 secured claim against the
Debtor's estate that was secured by a first-priority lien on the
Debtor's real property at Dyer County, Tennessee, as well as a
perfected security interest on all accounts, accounts receivable,
inventory, machinery and equipment.

In February 2005, Union Planters sold its secured position to CS
Assets.  Following the assignment, CS Assets agreed to credit its
$10,885,465 claim, plus interest and fees totaling $6,400,000, in
exchange for:

     a) two letters of credit, totaling $200,000, pledged by Neal
        Wall and Lloyd Smith, the Debtor's principals; and

     b) the sale of substantially all of the Debtor's real and
        personal property to CS Assets.

The arrangement gives the Debtor the right to lease the property,
both real and personal, back from CS Assets and gives it a
purchase option and a right of first refusal on the liquidation of
the assets.

Pursuant to the agreement, CS Assets also paid the tax claims of
Dyer County and the City of Dyersburg against the Debtor.

CS Assets holds a $1 million residual unsecured claim against the
Debtor's estate to satisfy deficiency claims of $4,485,546.

Headquartered in Dyersburg, Tennessee, Dyer Fabrics Inc., a
textile wholesaler and manufacturer, filed for chapter 11
protection on July 9, 2004 (Bankr. W.D. Tenn. Case No. 04-30609).
Steven N. Douglas, Esq., at Harris, Shelton, Dunlap represent the
Debtor in its restructuring.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


E.SPIRE COMMS: Settles Johnson County's Tax Claims
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation reducing the tax claims of Johnson County, Kansas
against e.Spire Communications and its debtor-affiliates.  The
settlement reduces Johnson County's tax claims from $187,934 to
$124,036.

Gary F. Seitz, Esq., the Chapter 11 Trustee appointed in the
Debtors' bankruptcy cases, disputed Johnston County's $187,934 tax
claims against the Debtors' estates.  These taxes are owed by the
e.Spire's affiliates, American Communication Services of Kansas
City, Inc. and AXSI Local Switched Services, Inc.  Johnson filed
the tax claims to assert liens on the proceeds from the sale of
substantially all of the Debtors' assets to Xspedius Management
Co., LLC in June 2003.

Mr. Seitz tells the Bankruptcy Court that the settlement is in the
best interest of the estates' creditors because it:

    a) eliminates litigation between the parties over the disputed
       tax liability;

    b) reduces the Trustee's current and future legal expenses;
       and

    c) enhances potential recovery to creditors.

Upon payment of the settlement amount, the Board of County
Commissioners of Johnson County agrees to release all liens and
encumbrances lodged against the Debtors and Xspedius Management.

A copy of the settlement agreement is available for a fee at

             http://researcharchives.com/t/s?16b

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represent the Debtors in their
chapter 11 proceedings.  When the Debtors filed for protection
from their creditors, they listed $911.2 million in total assets
and $1.4 billion in total debts.

Gary F. Seitz, Esq., is the Court-appointed Chapter 11 Trustee in
the Debtors' bankruptcy proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


ELLEN MEMORIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ellen Memorial Health Care Center Honesdale, Inc.
        23 Ellen Lane
        Honesdale, Pennsylvania 18431

Bankruptcy Case No.: 05-55196

Type of Business: The Debtor operates a nursing home located in
                  Honesdale, Pennsylvania.

Chapter 11 Petition Date: September 9, 2005

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtor's Counsel: John M. Hyams, Esq.
                  Cunningham and Chernicoff, P.C.
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, Pennsylvania 17106
                  Tel: (717) 238-6570
                  Fax: (717) 238-4809

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ENRON: 2nd Circuit Affirms Denial of Midland Claim Late Filing
--------------------------------------------------------------
On Oct. 10, 2002, Midland Cogeneration Venture Limited
Partnership filed a $12,567,557 unsecured claim in Enron North
America Corp.'s Chapter 11 case based on ENA's failure to deliver
natural gas from April 1 to April 19, 2002, and for damages
resulting from ENA's rejection of its remaining obligations under
the natural gas purchase agreement.

Midland asked the U.S. Bankruptcy Court for the Southern District
of New York for permission to file a claim in connection with
Enron Corp.'s guaranty of the Agreement on April 24, 2003 -- six
months after the bar date.

David Neier, Esq., at Winston & Strawn, in New York, argued that
Midland's failure to file a timely claim against Enron under the
guaranty resulted solely from inadvertence because Midland was so
heavily focused on negotiations with ENA personnel regarding the
rejection of the Agreement that it neglected to include a claim
against Enron under the Guaranty.

The amended or late-filed claim could not "under any circumstance
come as a surprise to [ENA], Enron Corp., its affiliated debtors
or their creditors," Midland argued, because "Midland's rights
and remedies under the 1996 Guaranty were well known by business
personnel and counsel for Enron Corp. and [ENA, and because] the
1996 Guaranty was disclosed on Enron Corp.'s schedules of
financial affairs."

Enron and ENA objected to Midland's motion.

On Sept. 17, 2003, the Bankruptcy Court denied the Motion
citing the substantial length of the delay, the lack of a
"genuine reason" for the delay, and the potential prejudice to
Enron and its reorganization proceedings from the possible
opening of the "floodgates" to similar late claims.

Midland appealed the ruling to the United States District Court
for the Southern District of New York.  But the District Court
denied Midland's appeal, concluding that "the purpose of a bar
date has to be given great deference because, especially in a
bankruptcy as complicated as [that] of Enron and its
subsidiaries, finality means you have a definite field on which
to work."

Midland brought its case to the United States Court of Appeals
for the Second Circuit.

On appeal, Midland argued principally that the bankruptcy court
misapplied the test for "excusable neglect" set forth by the
United States Supreme Court in Pioneer Investment Services Co. v.
Brunswick Associates L.P., 507 U.S. 380 (1993), by improperly
speculating that granting Midland's motion would "open the
floodgates" to similar late-filed claims, thereby prejudicing
Enron and having an adverse impact on the bankruptcy proceedings
generally.  Midland contended that Enron had notice of Midland's
claim well before the bar date, and that the Bankruptcy Court's
bar date order "was not reasonably calculated to put creditors on
notice of the multiple-filing requirement" for claims against
different Enron entities.

The Appellate Court agrees with the Bankruptcy Court.

"We cannot conclude that the bankruptcy court abused its
discretion in finding that Midland failed to meet its burden of
proving 'excusable neglect,' and in rejecting Midland's late-
filed claim on that basis," Circuit Judges Feinberg, Sack, and
Katzmann opined.

Accordingly, the Second Circuit affirms the judgment of the
District Court.

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

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


ENTERGY NEW ORLEANS: Moody's Reviews Ba2 Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Entergy New
Orleans, Inc. under review for possible downgrade.  Ratings under
review include Entergy New Orleans':

   * Baa2 senior secured debt,
   * Baa3 Issuer Rating, and
   * Ba2 preferred stock.

Moody's affirmed the ratings of Entergy Corporation (Baa3 Issuer
Rating, stable outlook) and its other subsidiaries:

   * Entergy Gulf States, Inc. (Baa3 senior secured, stable
     outlook);

   * Entergy Louisiana, Inc. (Baa1 senior secured, stable
     outlook);

   * Entergy Mississippi, Inc. (Baa2 senior secured, stable
     outlook); and

   * System Energy Resources, Inc. (Baa3 senior secured, stable
     outlook).

The review of the ratings of Entergy New Orleans reflects:

   * the extraordinary damage that Hurricane Katrina caused to the
     utility's infrastructure and service territory;

   * the likelihood of a lengthy and protracted restoration
     process;

   * the permanent impact the storm may have on the economic
     vitality of the City of New Orleans;

   * substantial anticipated lost revenues due to electric and gas
     outages and difficulties in billing and collecting for
     previously provided services;

   * the possible permanent loss of rate base due to the loss of
     some customers from the utility's service territory;

   * the utility's limited financial flexibility in the face of a
     massive rebuilding effort; and

   * its potential need to rely on the Entergy system or other
     external resources, such as public or governmental sources,
     for some financial support.

The review could result in a multi-notch downgrade of the ratings
of Entergy New Orleans.

The review will focus on:

   * the magnitude of the damage to the utility's infrastructure
     and collateral for its first mortgage bonds,

   * the ultimate cost of recovery,

   * the speed of the restoration process and,

   * most importantly, on the ability of the utility to recover
     its costs in a timely manner through cost of service filings
     or other regulatory mechanisms.

Moody's notes that Entergy New Orleans is regulated by the New
Orleans City Council, which will have numerous other unprecedented
issues to address in the city over the next several months, in
addition to providing for recovery of the utility's restoration
costs and lost revenues.  Like the rest of the city's
infrastructure, Entergy New Orleans may require federal or state
government financial support to assist in its recovery.  The
review will also focus on the utility's financial flexibility as
it undergoes this rebuilding process, particularly considering
that it has a $100 million limitation on borrowings from the
Entergy System money pool and a $40 million limitation on the
issuance of additional unsecured debt, and the prospects for
financial support from the parent.

The affirmation of the ratings of Entergy Louisiana and Entergy
Mississippi, the two other Entergy subsidiaries most seriously
affected by Hurricane Katrina, reflects:

   * Moody's expectation of a quicker and more complete recovery
     for these utilities;

   * far less risk of a substantial permanent impact on utility
     rate base or longer run economic vitality within their
     service territories; and

   * the expectation that these utilities will be able to recover
     most uninsured costs from state regulators or other
     regulatory means in a timely manner.

Moody's notes that there are many precedents in which utilities in
the U.S. have experienced hurricane damage and that regulators
have normally allowed for the gradual recovery of most of the
resulting costs and capital spending outlays.  At least one
Louisiana commissioner has already publicly expressed support for
recovery of storm expenses related to Katrina.

The affirmation of the ratings of Entergy Arkansas and Entergy
Gulf States reflects the minimal damage to these utility's service
territories from the hurricane.  The affirmation of the ratings of
System Energy Resources reflects the affirmation of the ratings of
three of the four Entergy utilities that purchase a total of 83%
of its power, with Entergy New Orleans accounting for only 17% of
the company's power sales.  It also reflects the minimal damage to
System Energy's single asset, the Grand Gulf 1 nuclear plant,
which remains fully operational and available.

The affirmation of the rating of Entergy Corporation reflects:

   * the overall strength and stability of the utility system in
     spite of the hurricane;

   * the relatively small size of Entergy New Orleans compared to
     the other operating subsidiaries;

   * financial metrics that are strong for its rating category
     including a recent history of robust cash flow from its
     regulated utilities; and

   * its competitive nuclear business in the Northeast.

The operations in the Northeast were unaffected by the hurricane,
other than possibly benefiting from higher natural gas prices.
The affirmation also reflects Moody's expectation that Entergy
will recover most of its storm damage costs through the regulatory
process.  The utility system has sufficient financial flexibility
to meet its immediate storm costs and to manage modest delays in
the timeliness of this recovery, with:

   * $900 million available under its $2 billion line of credit;

   * $615 million of cash on hand as of June 30, 2005;

   * a money pool borrowing arrangement among all of its utility
     subsidiaries;

   * smaller lines of credit at some of the individual utilities;
     and

   * recent access to the capital markets.

The company was in the midst of a $1.5 billion stock buyback
program, which it has indicated it will delay to late 2006 as it
focuses on rebuilding its infrastructure.

Entergy Corporation is an integrated energy company that is
headquartered in New Orleans, Louisiana.  It is the parent company
of Entergy Arkansas, Entergy Gulf States, Entergy Louisiana,
Entergy Mississippi, Entergy New Orleans, and System Energy
Resources.


EURAMAX INTERNATIONAL: Moody's Junks Proposed $315 Million Notes
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Euramax
International, Inc. ("Euramax" -- B2 corporate family rating)
and assigned a Caa1 rating to its proposed $315 million guaranteed
senior subordinated notes, due 2013.  Proceeds from the notes
issuance will be used to refinance the company's $190 million
second lien senior secured term loan and $110 million senior
unsecured PIK notes.  The company has amended its credit
agreements to permit the refinancing of these debt instruments.
The rating outlook is stable.

Ratings Assigned:

Euramax International, Inc. and co-issuer Euramax International
Holdings B.V.:

   1) Guaranteed senior subordinated notes, $315 million
      due 2013 -- Caa1

Ratings Affirmed:

Euramax International, Inc. and co-issuer Euramax International
Holdings B.V.:

   1) Guaranteed first lien senior secured tranche B term loan,
      $332 million due 2012 - B2

   2) Guaranteed second lien senior secured term loan,
      $190 million due 2012 - Caa1 (Rating will be withdrawn upon
      completion of the transaction)

Euramax Holdings Limited (UK), Euramax Europe B.V., Euramax
Netherlands B.V.:

   1) Guaranteed first lien senior secured tranche B term loan,
      18 million due 2012 - B2

Euramax International, Inc., co-issuer Euramax International
Holdings B.V., Euramax Holdings Limited (UK), Euramax Europe B.V.,
Euramax Netherlands B.V.:

   1) Guaranteed first lien senior secured revolving credit
      facility, $80 million due 2011 - B2

Euramax International, Inc.:

   1) Corporate Family Rating - B2

On August 25th, 2005, Moody's downgraded Euramax's corporate
family rating to B2 from B1.  The rating action considered the
increase in debt that would accrue from the expected refinancing
of the senior unsecured PIK notes (which Moody's had previously
viewed as common equity) with cash-pay subordinated debt.  As a
result of this refinancing, Moody's credit metrics will now
incorporate a higher pro forma debt balance of $765 million as
opposed to the $640 million debt balance (amount excludes the
senior unsecured PIK notes) that was factored into the B1
corporate family rating assigned in June 2005.

In 2005, Moody's anticipates that Euramax will now generate free
cash flow of around $35 million.  This amount would reflect higher
capital expenditures to support expansion of the company's
distribution network and new product introductions as well as a
partial year of higher interest expense.  Factoring in a full year
of pro forma cash interest expense, Moody's expects the company
will generate approximately $25 million of free cash flow in 2006,
implying a FCF to debt ratio less than 5%, which is consistent
with the B2 ratings category.

The stable outlook reflects Moody's expectation that Euramax will
continue to generate positive free cash flow despite higher pro
forma cash interest expense.  The company's ratings could come
under pressure should a decline in operating performance or margin
pressure result in leverage increasing beyond 7.0 times and/or
negative free cash flow, or if the company pursues a large debt
financed acquisition.

The Caa1 rating of Euramax's proposed senior subordinated notes
considers their contractual subordination to a significant amount
of first lien senior secured debt.  The senior subordinated notes
will be guaranteed by domestic subsidiaries (U.S. accounted for
61% of 2004 EBITDA).  The rating is subject to review of final
documentation.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of:

   * value-added aluminum,
   * steel,
   * vinyl, and
   * fiberglass products.

The company reported revenues of $1.0 billion for the LTM ended
April 1, 2005.


EURAMAX INTERNATIONAL: S&P Rates $315 Million Sr. Sub. Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
$315 million of senior subordinated notes, due 2013, to be issued
by Euramax International Inc. and its wholly owned direct
subsidiary, Euramax International Holdings B.V.

Standard & Poor's also withdrew its 'B-' rating (as well as the
'4' recovery rating) on the company's second-lien term loan
following a recapitalization of the company's financial structure.
The rating agency also affirmed our existing 'B+' corporate credit
rating and all other ratings on the company.

The outlook is negative.  Pro forma total debt at July 1, 2005,
was about $765 million.

Proceeds from the proposed debt issue will be used to repay the
company's $190 million second-lien term loan and $110 million
payment-in-kind notes issued at parent company Euramax Holdings
Inc.  The second-lien loan and PIK debt were issued in connection
with the June 29, 2005, $1.038 billion buyout of the firm by
Goldman Sachs Capital Partners and Euramax's management.
The company's $80 million revolving credit facility and $450
million first-lien term loan remain in place.  Under the new
recapitalization, all debt will now reside at operating company
entities.  While overall interest costs may be modestly lower,
cash paying interest will increase, resulting in a slight
deterioration of credit measures.

"The ratings on Norcross, Georgia-based Euramax reflect the firm's
highly leveraged financial profile and aggressive financial
policy," said Standard & Poor's credit analyst James T. Siahaan.
High financial risk is tempered by the firm's good niche positions
for a number of its:

   * product lines,
   * geographic diversity,
   * moderate cyclical exposure,
   * relatively stable operating margins, and
   * limited capital intensiveness.

Euramax manufactures various aluminum, steel, vinyl, and glass
fiber products for building construction and transportation
markets.  Products include rain-carrying (gutter) systems for
contractors and the do-it-yourself markets and aluminum sidewalls
for the towable recreational vehicle and manufacturing housing
markets.

Euramax sells its products in a number of geographic markets
including:

   * the U.S.,
   * the U.K.,
   * The Netherlands, and
   * France.

In 2004, overseas sales totaled 31% of total company sales.


FALCON PRODUCTS: Asks Bankr. Court to Force Union Contract Changes
------------------------------------------------------------------
Shelby Williams, a debtor-affiliate of Falcon Products, Inc., asks
the U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, for authority to modify or reject its collective
bargaining agreement with the United Food and Commercial Workers
International Union.

The Debtor tells the Court that modifications will only pertain to
those, which will affect its reorganization and make it possible
for the company to regain financial viability.  If accomplished,
this will benefit all of the Debtor's employees.  Absent the
modifications, Shelby has no choice but to liquidate.
After an extensive plant-level analysis, the Debtor concluded that

its manufacturing operations in Morristown, Tennessee, can't
continue without:

   1) changing work regulations to promote better productivity
      and efficiency, this includes the seniority layoff and
      recall procedures;

   2) terminating the Shelby Williams Pension Plan;

   3) amending the existing "Incentive Pay Plan";

   4) modifying the vacation pay procedures to pay out vacation
      time as it is taken rather than in one lump sum and
      eliminating 5% vacation pay bonus for employees with five
      or more years of service;

   5) changing the existing overtime procedures, medical, vision
      and dental insurance coverage to match the coverage of non-
      union employees; and

   6) decreasing the term of the CBA for less than two years to
      Sept. 30, 2007.

                   Negotiations with UFCW

According to Shelby Williams, the union has failed to recognize
the Debtor's need to modify the CBA.  After seven meetings with
union representatives, the Debtor got a proposal, which it says is
not meaningful.  The UFCW's proposal consisted of these terms:

   1) replacing the Shelby Williams Pension Plan with a 401(k)
      plan;

   2) keeping the Incentive Pay Plan and capping the maximum
      incentive at 150% of the employees' sclae wages; and

   3) leaving all of the other terms of the CBA unchanged.

Shelby says the union's proposal will do nothing to reduce
excessive labor costs which is crippling the Debtor's business.
Unlike the UFCW's members, the non-union employees have gone
without pay raises, accepted a freeze of the Falcon Pension Plan
and reductions in other employee benefits, Shelby relates.

In addition, Falcon's Joint Plan of Reorganization is dependent on
its debtor-affiliates fresh capital infusion.  Shelby can't
contribute anything if the CBA is left as it is.  Without its
contribution, the chapter 11 plan is in danger of failing, Shelby
asserts.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALCON PRODUCTS: Wants to Terminate Three Pension Plans
-------------------------------------------------------
Falcon Products, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Missouri for
authority to terminate three employee retirement income plans if
the Debtors satisfy the financial requirements for a distress
termination of pension plans under section 4041(c)(2)(B)(ii)(IV)
of the Employee Retirement Income Security Act of 1974.

The Debtors want to terminate:

      1) the Falcon Products, Inc., Retirement Plan;

      2) the Shelby Williams Industries, Inc., Employees' Pension
         Plan; and

      3) the Sellers & Josephson, Inc., Employees' Pension Plan.

ERISA permits bankrupt companies to terminate underfunded pension
plans if they are unable to pay their debts pursuant to a plan of
reorganization and will be unable to continue in business unless
the pension plans are terminated, and the termination is duly
approved by the Bankruptcy Court.

According to the Debtors, the minimum cost of maintaining the
pension plans over the next seven years, even assuming that they
are frozen, is approximately $18.9 million.  Currently, the
pension plans are underfunded by $33.8 million.

The success of the Debtors' Amended Chapter 11 Plan of
Reorganization is largely dependent on a $30 million exit facility
that Whipporwill Associates, Inc., and Oaktree Capital Management,
LLC, will provide.  The exit lenders however, will only loan the
money provided that the Debtors will eliminate its underfunding
obligation to the Pension Plans.

Headquartered in Saint Louis, Missouri, Falcon Products, Inc.
-- http://www.falconproducts.com/-- designs, manufactures, and
markets an extensive line of furniture for the food service,
hospitality and lodging, office, healthcare and education segments
of the commercial furniture market.  The Debtor and its eight
debtor-affiliates filed for chapter 11 protection on January 31,
2005 (Bankr. E.D. Mo. Lead Case No. 05-41108).  Brian Wade
Hockett, Esq., and Mark V. Bossi, Esq., at Thompson Coburn LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$264,042,000 in assets and $252,027,000 in debts.


FALL CREEK: Fitch Rates Two Certificate Classes at Low-B
--------------------------------------------------------
Fall Creek CLO, Ltd., will issue up to US$553,334,000 notes rated
as by Fitch Ratings:

     -- US$157,500,000 class A-1 revolving notes, due Sept. 10,
        2017 'AAA';

     -- US$312,500,000 class A-2 term notes, due Sept. 10, 2017
        'AAA';

     -- US$29,167,000 class B notes, due Sept. 10, 2017 'A';

     -- US$47,000,000 class C notes, due Sept. 10, 2017 'BBB';

     -- US$2,000,000 class D-1 notes, due Sept. 10, 2017 'BB';

     -- US$5,167,000, class D-2 notes, due Sept. 10, 2017 'BB'.

The rating of the class A-1, A-2, B, and C notes addresses the
likelihood that investors will receive full and timely payments of
interest and ultimate receipt of principal by the scheduled
maturity date.  The rating of the class D-1 and D-2 notes
addresses the return of principal by the final maturity date.  The
rating does not address the likelihood of repayment of principal
prior to the stated maturity date.

The ratings are based upon the structure of the issuer and the
investment management capabilities of 40|86 Advisors, Inc. as the
portfolio manager.

Fall Creek CLO, Ltd. is a collateralized loan obligation that
provides investors exposure to a diversified portfolio of high
yield loans with a rating of 'BB-/B+'.

Fitch will monitor this transaction. Deal information on Fall
Creek CLO, Ltd. is available on the Fitch Ratings web site at
http://www.fitchratings.com/


FIBERMARK INC: Court Approves Revised Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Vermont approved the
Disclosure Statement related to FiberMark, Inc.'s (OTC Bulletin
Board: FMKIQ) Plan of Reorganization dated Sept. 8, 2005.  The
approved Disclosure Statement is substantially identical to the
document filed on Aug. 25, 2005, with revisions that addressed
certain objections to the Disclosure Statement.

In addition, FiberMark's key bondholders have agreed to settle the
issues identified in the examiner's report on terms reflecting the
spirit of the examiner's recommendations.  Accordingly, the
Bankruptcy Court has agreed to defer the commencement of voting
pursuant to the approved Disclosure Statement for two weeks to
allow time to finalize the settlement terms.  If the settlement is
finalized, the company expects to file a revised Disclosure
Statement and Plan of Reorganization by Sept. 23 that incorporates
these terms.  In the absence of a finalized settlement, the
company will move forward with voting on its Plan of
Reorganization as currently drafted.

The date for the confirmation hearing will be finalized on or
about Sept. 23.  The company continues to expect that it will have
a confirmed Plan of Reorganization before the end of 2005.

                      The Amended Plan

The Plan filed on Aug. 25 offers a combination of New Common Stock
and Cash.  The New Notes were discarded because their terms were a
source of conflict among the noteholders and carried an above-
market interest rate that became improvident in light of the
impact of the delayed plan process on the Debtors' business,
operations, and financial condition.  That impact is also largely
responsible for a loss in the Debtors' reorganization value over
the last eight months and, thus, for the reduced recoveries
projected for the Debtors' unsecured creditors under the Plan --
54%.

The Plan provides a mechanism by which the Reorganized Debtors may
pursue causes of action on behalf of unsecured creditors as
constituents of the Creditors Committee resulting from Mr.
Miller's investigation.

The material amendments of the Revised Plan dated Aug. 25 include,
among others:

   -- allowed administrative claim is increased to $12.4 million;

   -- allowed DIP Facility Claim is increased to $6.2 million;

   -- allowed priority tax claims are increased to $624,000;

   -- allowed convenience claims are increased to $835,000;

   -- GECC Equipment Financing Claim is decreased to $963,495;

   -- Banc One Equipment Financing Claim is reduced to
      $4.5 million (after giving effect to the payment due by
      Nov. 1, 2005);

   -- allowed Class 6, Coated Paper Sale/Leaseback Claim is
      decreased to $1.04 million;

   -- other secured claims are reduced to $127,000;

   -- allowed General Unsecured Claims are reduced to
      $12.4 million;

   -- Net Litigation Proceeds, if any, will be distributed by the
      Reorganized Debtors among allowed Noteholder Claims and
      General Unsecured Claims on a pro rata basis based upon the
      record of ownership of these claims existing as of the
      Distribution Record Date.  The 54% estimated recovery of the
      $345.6 million allowed Noteholder Claims and the allowed
      General Unsecured Claims will be exclusive of any Net
      Litigation Proceeds.

A Redlined copy of the Debtors' Amended Plan of Reorganization
dated Sept. 8 is available at no charge at

            http://ResearchArchives.com/t/s?170

                      Examiner's Report

As previously reported, the Court has determined that the report
of the independent examiner appointed in the Debtor's chapter 11
case should be unsealed, subject to certain minimal redaction.
The redacted report was unsealed on Friday, Aug. 19, 2005, absent
any motion to stay the unsealing.  A full-text copy of the
redacted 344-page report is available for free at:

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

Harvey R. Miller, the chapter 11 examiner appointed in the
Debtors' chapter 11 cases, looked into disputes among Committee
members and the Debtors concerning corporate governance issues and
fiduciary duties.  Mr. Miller is represented by Weil, Gotshal &
Manges LLP.

The U.S. trustee disbanded the creditors committee effective
July 13, 2005, after Mr. Miller conducted the investigation and
made his recommendation that the dysfunctional committee be
dissolved.

Headquartered in Brattleboro, Vermont, FiberMark, Inc. --
http://www.fibermark.com/-- produces filter media for
transportation applications and vacuum cleaning; cover stocks and
cover materials for books, graphic design, and office supplies and
base materials for specialty tapes, wall coverings and sandpaper.
The Company filed for chapter 11 protection on March 30, 2004
(Bankr. D. Vt. Case No. 04-10463).  Adam S. Ravin, Esq., D.J.
f, Esq., David M. Turetsky, Esq., and Rosalie Walker Gray,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $329,600,000 in
total assets and $405,700,000 in total debts.


FORD MOTOR: Realigns Executive Positions to Restore Profitability
-----------------------------------------------------------------
Ford Motor Company (NYSE: F) Chairman and Chief Executive Officer
Bill Ford disclosed a series of executive appointments aimed at
restoring profitability to North America automotive operations and
continuing the substantial progress made in Europe and Asia.  The
appointments, approved on Sept. 7 by the Board of Directors, are
effective Oct. 1.

Mark Fields, executive vice president, Ford of Europe and Premier
Automotive Group, is named executive vice president, Ford Motor
Company, and president, The Americas.  He will continue to report
to Jim Padilla, president and chief operating officer.  Mr.
Fields, 44, will lead the Company's largest business operation,
which is centered in North America and includes the Ford, Lincoln
and Mercury brands, South America, Mexico and Canada.

"Mark Fields is one of our most experienced, capable and proven
leaders, with high-level experience in all of our most critical
automotive operations," Bill Ford said.  "He is known for his
marketing expertise and his skills as a motivator, as he proved in
leading the recovery of Mazda and as seen in the continuing
progress in our Premier Automotive Group and Ford of Europe.  His
next challenge is to lead The Americas automotive operations back
to a sustained level of profitability while producing the best
cars and trucks in the industry."

Mark Schulz, executive vice president of Ford Motor Company
responsible for Asia-Pacific, Africa and Mazda, is named executive
vice president, Ford Motor Company, and president, International
Operations, reporting to Padilla.  Mr. Schulz, 53, will have
responsibility for all regions and brands based outside The
Americas, including Asia, Europe, the Premier Automotive Group and
Mazda.

"Mark's extensive international leadership experience makes him
well- suited to lead our efforts in Asia and Europe," Bill Ford
said.  "He has delivered outstanding results in Asia-Pacific.  I
expect that Mark, working with Lewis Booth, will accelerate the
development of our strategy to play a bigger role in the world's
fastest growing markets."

Greg Smith, who has been executive vice president for Ford Motor
Company and president of The Americas, was elected vice chairman
of the Company, reporting to Bill Ford.  Mr. Smith, 54, will
oversee central corporate staffs, including Human Resources and
Labor Affairs, Corporate Strategy, Information Technology, the
Chief of Staff office and the Dealer Policy Board.

"Greg is a seasoned veteran with leadership experience in
operations and finance," Bill Ford said. "His broad, balanced
understanding of the enterprise gives him the insights needed to
direct our corporate staffs, guide our corporate strategy and
offer good counsel at the highest levels of the Company."

Lewis Booth, group vice president for Ford Motor Company and
chairman and CEO for Ford of Europe, was elected executive vice
president, Ford of Europe and Premier Automotive Group.  Mr.
Booth, 56, will remain chairman, Ford of Europe and will report to
Schulz.  "Lewis delivered a billion dollar turnaround at Ford of
Europe last year and his continued role as Chairman of Ford of
Europe will ensure continuity of our recovery in Europe," Bill
Ford said.

Hans-Olov Olsson, 63, vice president, Ford Motor Company, and
president of Volvo Cars, was elected senior vice president and
chief marketing officer for Ford Motor Company, reporting to Bill
Ford.  Mr. Olsson, who also assumes the role of non-executive
chairman, Volvo Cars, will be responsible for crafting a corporate
marketing strategy that supports all of the Company's brands.

"Hans-Olov's work at Volvo demonstrates great insight about brand
strength and connecting with customers," said Bill Ford.  "We'd
like to leverage that wisdom across the company.  At the same
time, we know it's important for him to stay involved with Volvo,
one of our Company's greatest success stories."

John Fleming, a Company vice president and president of Ford of
Europe, was elected group vice president, Ford Motor Company, and
president and CEO, Ford of Europe.  Mr. Fleming, 54, will continue
to report to Booth.

Other appointments approved by the Board are:

   * James Tetreault, 49, who has been director of Car
     Manufacturing Operations in North America, becomes vice
     president, Ford Motor Company and vice president of
     Manufacturing, Ford of Europe reporting to Fleming.

   * Robert Shanks, 52, a Company vice president who was the
     subject of an earlier announcement, becomes vice president
     and controller, The Americas, reporting to Fields.

   * Joseph Bakaj, 43, vice president for Product Development,
     Ford of Europe, is also elected vice president, Ford Motor
     Company, reporting to Fleming effective Aug 1. He replaces
     Derrick Kuzak, who earlier was named vice president of
     engineering for North America.

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

                         *     *     *

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

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


FORD MOTOR: Recalls 3.8 Mil. Vehicles with Faulty Cruise Control
----------------------------------------------------------------
Ford Motor Co. recalled around 3.8 million pickups and SUVs from
the 1994-2002 model years, including the top-selling F-150 pickup,
which reportedly cost millions of dollars.

Ford's recall includes:

   * the 1994-2002 F-150,
   * 1997-2002 Ford Expedition,
   * 1998-2002 Lincoln Navigator, and
   * 1994-1996 Ford Bronco

equipped with factory-installed cruise control.

The National Highway Traffic Safety Administration is
investigating 1,170 allegations of engine fires related to the
vehicles.

In 1996, Ford recalled 7.9 million vehicles for faulty ignitions.
In 1972, Ford recalled 4.1 million vehicles for a shoulder-belt
problem.

More information is available at http://www.genuineservice.com/
or via a hotline at Ford's Customer Relationship Center at
1-888-222-2751.

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

                         *     *     *

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

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


FREDERICK MCNEARY: APC Wins More Time to Object to Discharge
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
extended, through the confirmation of any plan of reorganization,
APC Partners LLC's time to object to Frederick J. McNeary's
discharge pursuant to section 727 of the Bankruptcy Code and the
dichargeability of its claim pursuant to section 523 of the
Bankruptcy Code.

APC Partners holds approximately $4.2 million in claims against
Mr. McNeary.  Mr. McNeary, as CEO and majority shareholder, and
his wife, Virginia McNeary, guaranteed a $3.5 million loan
extended by APC to Prestwick Chase, Inc., in December 2001.

APC Partners wants more time to fully investigate:

    a) Mr. McNeary's undisclosed transfer of over $50,000 in cash
       from an Adirondack Trust Company joint account to a
       Washington Mutual Bank account under the name of his wife;

    b) issues related to the transfer of  Mr. McNeary's stock
       interest in Prestwick Chase, Inc., to Putnam Brook, Inc.

    c) Mr. McNeary's failure to list account receivables due from
       Prestwick Chase for a loan he extended that was funded
       through a mortgage of certain of his real property;

    d) inadequacy of Mr. McNeary's household expense list that
       does not include provisions for food, clothing, medical and
       dental costs and other usual household expenses.

Paul A. Levine, Esq., at Lemery Greisler LLC, tells the Bankruptcy
Court that the state court action brought against Ms. McNeary for
her delivery of an the unconditional guarantee in violation of the
Equal Credit Opportunity Act is probable cause to object to the
dichargeability of APC Partners' claim.  Mr. Levine explains that
if Mr. and Ms. McNeary had no intention to honor Ms. McNeary's
guarantee, then the debt may have been incurred under fraudulent
pretenses justifying non-dichargeability.

Headquartered in Saratoga Springs, New York, Frederick J. McNeary,
Sr., is a real estate developer and broker.  He is also a
shareholder of bankrupt Prestwick Chase, Inc., which filed for
chapter 11 protection on March 11, 2005 (Bankr. N.D.N.Y. Case No.
05-11456).  Mr. McNeary filed for chapter 11 protection on April
29, 2005 (Bankr. N.D.N.Y. Case No. 05-13007).  Howard M. Daffner,
Esq., at Segel, Goldman, Mazzotta & Siegel, P.C., represents the
Debtor.  When Mr. McNeary filed for protection from his creditors,
he estimated less than $50,000 in assets and listed $10 million to
$50 million in debts.


GE CAPITAL: Fitch Retains BB+ Rating on $25.4 Million Certs.
------------------------------------------------------------
Fitch Ratings affirms GE Capital's commercial mortgage pass-
through certificates, series 2001-1:

     -- $108.1 million class A-1 at 'AAA';
     -- $703 million class A-2 at 'AAA';
     -- Interest-only classes at 'AAA';
     -- $45.2 million class B at 'AA';
     -- $49.4 million class C at 'A';
     -- $15.5 million class D at 'A-';
     -- $15.5 million class E at 'BBB+';
     -- $15.5 million class F at 'BBB';
     -- $14.1 million class G at 'BBB-';
     -- $25.4 million class H at 'BB+';
     -- $18.3 million class I at 'BB';
     -- $9.9 million class J at 'BB-'.

Fitch does not rate classes K, L, M or N.

The rating affirmations reflect the transactions current stable
performance and minimal reduction of the pool collateral balance
since issuance.  As of the August 2005 distribution date, the
pool's aggregate certificate balance has decreased 6.3%.  The deal
has realized losses in the amount of $6.3 million.

There are two assets (1.1%) in special servicing.  The largest
(0.6%) is an office property located in Piscataway, NJ and is
currently real-estate owned.  The property is vacant and the
special servicer is trying to lease it up before marketing it for
sale.

The second largest loan (0.5%) is secured by an office property
located in Marlboro, MA and is currently 60 days delinquent.  The
loans transferred to the special servicer as a result of low
occupancy. The special servicer is pursuing foreclosure.

Fitch reviewed credit assessments of the 59 Maiden Lane loan
(4.5%) and the Equity Inns Portfolio loan (2.9%).  The debt
service coverage ratio for the loans are calculated based on a
Fitch adjusted net cash flow and a stressed debt service based on
the current loan balance and a hypothetical mortgage constant.
Based on their stable to improved performance, the 59 Maiden Lane
loan maintains an investment grade credit assessment, while the
Equity Inns Portfolio remains below investment grade.

The 59 Maiden Lane loan is secured by a 1,037,002 square foot
office property located in New York, NY.  The property is 97.1%
occupied as of July 1, 2005.  The stressed DSCR for year-end 2004
was 3.14 times (x) compared to 2.47x at issuance.

The Equity Inns loan is secured by seven cross-collateralized and
cross-defaulted limited service hotels totaling 859 rooms.  The
hotels are located in seven different states.  The stressed DSCR
for YE 2004 was 1.26x compared to 1.77x at issuance.


GENERAL FIRE: Fitch Affirms BB- Rating
--------------------------------------
Fitch Ratings has affirmed General Fire and Casualty Company's
'BB-' insurer financial strength rating.  The Rating Outlook is
Stable.

The Stable Rating Outlook reflects new information obtained since
GenFire's rating was affirmed in August 2005 with a Negative
Rating Outlook.  GenFire will immediately resume the renewal of
its business in California, its primary state.  Additionally,
GenFire's parent, GF&C Holding Company, has finalized a majority
of its legal issues associated with its restatement of 2003
financial statements due to reinsurance issues.  Fitch views both
of these developments as material and positive for the rating.

Fitch believes the effect of the restatement on the company's
policyholders' surplus is manageable, and has been replenished to
its prior level.  Although dividend capacity is limited due to
2004's net losses, required debt service at the holding company
has also declined substantially due to repayment of debt.

Fitch's rating of GenFire still considers consequences related to
the financial restatement which hindered the company's longer term
growth and development.  Fitch believes that the company has
limited access to new capital due to unresolved contingent
liabilities, a reduced premium base following the ceasing of
business in California, and greater susceptibility to market risks
due to reduced market presence and a more competitive pricing
environment.

Factors that may promote favorable future rating momentum include
the following: a successful return to writing profitable business
in California, finality to all outstanding issues associated with
the financial restatement, and consistent favorable operating
results without further adverse development.

The rating was downgraded to 'BB-' from 'BB+', and placed on
Rating Watch Negative in March 2005 following GenFire's
notification that it would need to restate its 2003 annual
financial statements.  The restatement allowed for a change in
accounting of a major reinsurance contract due to concerns
regarding appropriate levels of risk transfer.  This contract has
been non-renewed and commuted effective Dec. 31, 2004.  GenFire
has completed the filing for its year-end 2004 statutory statement
and the restructuring of its reinsurance program for 2005.

GenFire is a specialty property and casualty insurer, which since
1999, has operated under a new and unique business model centered
on its patent-pending policy form and web-based technology.  The
company focuses on specialty niches in the commercial multi-peril
business segment, such as integrated agribusiness and other
targeted commercial classes.  Idaho-based GenFire reported
statutory policyholders' surplus and assets of $10.1 million and
$44.7 million, respectively, at June 30, 2005.

Fitch has affirmed these ratings:

   General Fire & Casualty Company

     -- Insurer financial strength at 'BB-'.

The Outlook is Stable.


GENERAL MOTORS: Canadian Workers Plan to Strike if Wage Deal Fails
------------------------------------------------------------------
General Motors Corp. employees represented by Canadian Auto
Workers authorized their union officials to call a strike if a
settlement over their salaries and benefit is not met by September
20, 2005, when their contracts expire.

The union disclosed that 97.1% of GM employees voted for the
strike after awaiting results from settlement discussion for more
than a month.  The Canadian union split from the United Auto
Workers in the mid-1980s.  UAW is also negotiating its own
contract with GM and Delpi Corporation.  The UAW contracts expire
in 2007.

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.
Analysts said in reports that should Delphi file for bankruptcy,
GM will be paying up to $9 billion in costs.

The Canadian Auto Workers (CAW) is the largest private sector
union in Canada, with a quarter of a million members working in
most sectors of the economy, including transportation, health
care, mining, fishing, hospitality, retail, food production, and
well as automotive and auto parts manufacturing.

General Motors Corporation, headquartered in Detroit, Michigan, is
the world's largest producer of cars and light trucks.  GMAC, a
wholly owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the worlds largest non-bank financial institutions.

GM faces asbestos-related liability.  GM says most of the cases
involve brake products that incorporated small amounts of
encapsulated asbestos.  These products, generally brake linings,
are known as asbestos-containing friction products.  GM says the
scientific data shows these asbestos-containing friction products
are not unsafe and do not create an increased risk of asbestos-
related disease.

GM's consolidated debt outstanding totaled $440,644,000,000 at
June 30, 2005, and total net loss for the six-month period ending
June 30, 2005, is $1,390,000,000.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2005,
Moody's Investors Service lowered the ratings of General Motors
Corporation senior unsecured debt to Ba2 from Baa3, and its short-
term rating to Not Prime from Prime-3, and assigned a Ba2
Corporate Family Rating and an SGL-1 speculative grade liquidity
rating.  Moody's also lowered the ratings of General Motors
Acceptance Corporation senior unsecured debt to Ba1 from Baa2, and
short-term rating to Not-Prime from Prime-2.  Moody's said the
rating outlook for both companies is negative.

The downgrades reflect continuing operating losses in GM's North
American automotive operations as well as challenges in
restructuring the company to achieve a viable long-term
competitive position as a leading global automaker.  In Moody's
view, a successful restructuring must address the company's high
fixed cost burden associated with hourly employee healthcare costs
and excess capacity, repositioning GM's product offerings in order
to curtail the need for large sales incentives, and additional
actions needed to address the competitive weakness of its US
supply base, including Delphi Corporation.

Ratings lowered include:

General Motors Corporation and supported entities:

   * senior unsecured debt to Ba2 form Baa3;

   * shelf registration of senior unsecured debt to (P)Ba2 from
     (P)Baa3;

   * subordinated debt to (P)Ba3 from (P)Ba1;

   * junior subordinated debt to (P)Ba3 from (P)Ba1;

   * preferred to (P)B1 from (P)Ba2;

   * VMIG-3 rating to S.G.; and

   * short-term rating to Not-Prime from Prime-3.

General Motors Acceptance Corporation and supported entities:

   * senior unsecured debt to Ba1 from Baa2;
   * senior unsecured shelf to (P)Ba1 from (P)Baa2; and
   * short-term rating to Not-Prime from Prime-3.

Ratings assigned:

General Motors Corporation:

   * corporate family rating, Ba2; and
   * speculative grade liquidity rating, SGL-1.


GENTEK INC: Prepays $3M on Loan & Terminates Irish Pension Plan
---------------------------------------------------------------
GenTek Inc. (NASDAQ: GETI) plans to make a voluntary term loan
prepayment.

The company expects to use excess cash generated by its operations
to prepay $3 million of its first lien term loan in the month of
September.  This prepayment is in addition to a $3 million
prepayment made in August 2005.

In addition, on August 31, 2005, the company terminated all future
funding obligations with respect to its two defined benefit
pension plans relating to former employees of the company's Irish
personal care chemicals manufacturing operations, which were
closed in 2004.  This action, which included net funding of
approximately EUR1 million and a reduction in long-term liability
of a similar amount, was accomplished primarily with cash proceeds
from the sale of the Irish manufacturing facility in late 2004.
The company expects to record a one-time, third quarter charge of
approximately $0.6 million related to the settlement of these
liabilities.  GenTek will have no further liability under either
of these plans.

"These actions reflect our continued commitment to improve
operations and cash flow in order to reduce leverage thereby
driving value creation for the benefit of our shareholders," said
William E. Redmond, Jr., GenTek's President and Chief Executive
Officer.

Headquartered in Hampton, New Hampshire, GenTek Inc. (NASDAQ:GETI)
-- http://www.gentek-global.com/-- is a technology-driven
manufacturer of communications products, automotive and industrial
components, and performance chemicals. The Company filed for
Chapter 11 protection on October 11, 2002 (Bankr. D. Del. Case No.
02-12986) and emerged on Nov. 10, 2003 under the terms of a
confirmed plan that eliminated $670 million of debt and delivered
94% of the equity in Reorganized GenTek to the Company's secured
lenders. Old subordinated bondholders took a 4% slice of the
equity pie and prepetition unsecured creditors shared a 2% stake
in the Reorganized Company. Old Equity Interests were wiped out.
Mark S. Chehi, Esq., and D.J. Baker, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring. When the Debtors filed for protection from its
creditors, they listed $1,219,554,000 in assets and $1,456,000,000
in liabilities.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service has assigned the following new ratings
to GenTek Inc., a diversified industrial company.  The rating
outlook is stable.  The ratings and outlook are subject to review
of the final documentation of the financing transaction.

The new ratings assigned are:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.


GLOBAL CROSSING: Representative Settles Claims Totaling $787,695
----------------------------------------------------------------
Pursuant to an order establishing procedures related to
objections to proofs of claim, the Global Crossing Estate
Representative is authorized to resolve claims filed against
Global Crossing Ltd. and its debtor-affiliates without the need to
obtain court approval.

The GX Representative informs the Hon. Robert Gerber of the U.S.
Bankruptcy Court for the Southern District of New York that four
claims, aggregating $787,695, have been resolved in accordance
with these settlement terms:

                  Claim      Claim
  Claimant        Number     Amount      Settlement Terms
  --------        ------    ------       ----------------
  CESC Reston      5894    $12,639   CESC Reston will be deemed
  Executive       10040    367,829   to hold:
  Center LLC
                                     (a) an allowed priority
                                         non-tax claim for
                                         $1,779;

                                     (b) an allowed convenience
                                         claim for $10,860; and

                                     (c) an allowed general
                                         unsecured claim for
                                         $298,106.

  Sachs            3512     25,620   Sachs Electric will be
  Electric                           deemed to hold:

                                     (a) an allowed other
                                         secured claim for
                                         $14,124; and

                                     (b) an allowed convenience
                                         claim for $11,496,

                                     provided, however, that
                                     the payment will not be
                                     made on account of the
                                     Allowed Convenience Claim
                                     until the time as the
                                     avoidance action commenced
                                     by the GX Representative
                                     on January 22, 2004, is
                                     fully resolved by settlement
                                     or stipulation.

  Preston Gates    4938    203,632   Preston Gates will be
  Ellis &          4939     12,509   deemed to hold an:
  Rouvelas Meeds
  LLP                                (a) allowed other secured
                                         claims for $3,424 and
                                         $948, to be satisfied
                                         out of funds held in
                                         trust by Preston
                                         Gates;

                                     (b) an allowed general
                                         unsecured claim for
                                         $200,208; and

                                     (c) an allowed convenience
                                         claim for $11,561.

  Jon Jorgl        2416   $165,466   The claim will be allowed as
                                     a general unsecured claim
                                     for $153,892.

Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. at http://www.globalcrossing.comprovides
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe. Global Crossing serves
many of the world's largest corporations, providing a full range
of managed data and voice products and services. The Company
filed for chapter 11 protection on January 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188). When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and $15,467,000,000 in total debts. Global Crossing
emerged from chapter 11 on December 9, 2003.

At June 30, 2005, Global Crossing's total liabilities exceed its
total assets by $71 million.


GMAC COMMERCIAL: Fitch Junks $6.6 Million Class M Certificates
--------------------------------------------------------------
GMAC Commercial Mortgage Securities Inc.'s mortgage pass-through
certificates, series 2000-C1 are downgraded by Fitch Ratings:

     -- $6.6 million class M to 'C' from 'CC'.

Fitch upgrades these classes:

     -- $41.8 million class C to 'AAA' from 'A+';
     -- $8.8 million class D to 'AAA' from 'A+';
     -- $30.8 million class E to 'A+' from 'BBB';
     -- $15.4 million class F to 'A-' from 'BBB-';
     -- $22.0 million class G to 'BBB-' from 'BB+'.

Fitch also affirms these classes:

     -- $35.3 million class A-1 'AAA';
     -- $537.2 million class A-2 'AAA';
     -- Interest-only class X 'AAA';
     -- $37.4 million class B 'AAA';
     -- $15.4 million class H 'BB';
     -- $6.6 million class J 'BB-';
     -- $8.8 million class K 'B+';
     -- $11.0 million class L 'B-'.

The $2.9 million class N certificates are maintained at 'D' by
Fitch.

The downgrade of class M is the result of expected losses on
several specially serviced loans, which will negatively impact
credit enhancement levels.  Three assets (3.2%) are in special
servicing and real estate owned.  Losses are expected on two of
them. Additionally, one loan has been transferred into special
servicing since the August distribution date.

The upgrades are due to increased credit enhancement and the
defeasance of a number of loans in this pool.  As of the August
2005 distribution date, the transaction's aggregate principal
balance has decreased 11.4%, to $779.9 million from $879.9 million
at issuance.  Sixteen loans (19.4%) have defeased since issuance
and another loan (2.1%) should defease shortly.

The largest REO asset (1.6%), secured by an industrial park in
Dearborn, MI, is currently 73% occupied.  The second REO asset
(1.2%) is secured by an office property in Schaumburg, IL.  The
property is being marketed for sale.  The third REO asset (0.34%)
is secured by a multifamily property in Ft. Wayne, IN.  The
property is under contract and the sale is expected to close by
month-end.

Fitch reviewed Equity Inns Portfolio, the one credit assessed loan
in the pool.  Fitch no longer considers this loan to have an
investment grade credit assessment.

Equity Inns Portfolio is secured by 19 limited service and
extended stay hotels located across 12 states.  The portfolio had
experienced a decrease in net cash flow since issuance, primarily
due to the economic conditions that had impacted the hotel
industry.

However, according to servicer provided operating statements,  the
properties demonstrated improved performance in 2004 with Fitch
stressed cash flow up 17.2% compared to 2003.  As of year-end
2004, the debt service coverage ratio (DSCR) has increased to 1.59
times (x) compared to 1.34x at YE 2003, but still remains lower
than 1.66x at issuance.  The DSCR was calculated using servicer
reported net operating income less required reserves divided by
debt service payments based on the current loan balance using a
Fitch-stressed refinance constant.


HARRISBURG LAKE: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Harrisburg Lake Club & Resort Realty, Inc.
        1200 Harrisburg Road
        Stony Creek, New York 12878

Bankruptcy Case No.: 05-16299

Type of Business: The Debtor operates a resort.  The Debtor
                  previously filed for chapter 11 protection on
                  July 19, 2005 (Bankr. N.D.N.Y. Case No.
                  05-14975), with Judge Robert E. Littlefield,
                  Jr., presiding.  The Debtor's bankruptcy filing
                  was reported in the Troubled Company Reporter on
                  July 20, 2005.

Chapter 11 Petition Date: September 8, 2005

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield, Jr.

Debtor's Counsel: Richard Croak, Esq.
                  314 Great Oaks Boulevard
                  Albany, New York 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435

Total Assets: $1,258,166

Total Debts:    $634,000

Debtor's Largest Unsecured Creditor:

   Entity                              Claim Amount
   ------                              ------------
   Warren County                            $14,000
   Warren County Municipal Building
   1340 Route 9
   Lake George, NY 12845


HOLLINGER INC: Senior Sec. Noteholders Didn't Bite at Tender Offer
------------------------------------------------------------------
Wilmington Trust Company did not receive any notes pursuant to
Hollinger Inc.'s (TSX:HLG.C) offer(HLG.PR.B) to purchase any and
all of its outstanding senior secured notes.  The offer expired on
September 6, 2005.

As reported in the Troubled Company Reporter on Aug. 19, 2005, the
offer was prompted by a filing made with applicable Canadian
securities regulatory authorities by the court appointed receiver
and manager, RSM Richter Inc., of The Ravelston Corporation
Limited and related entities pursuant to which the Receiver stated
that it had obtained possession and control of the shares of
Hollinger directly or indirectly held by Ravelston.

Although it is the position of Hollinger that the Receiver Action
did not result in a Change of Control of Hollinger, as defined by
the indentures governing Hollinger's senior secured notes,
Hollinger determined to make the change of control offer that
would be required by the Indentures in that event.

Accordingly, Hollinger commenced a change of control offer to
purchase for cash any and all of its outstanding 11.875% Senior
Secured Notes due 2011 and 11.875% Second Priority Secured Notes
due 2011 for US$1,010 per US$1,000 principal amount of Notes plus
accrued and unpaid interest to the settlement date.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Holds $63.6 Million Cash as of September 2
---------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(HLG.PR.B) and its subsidiaries (other
than Hollinger International and its subsidiaries) had
approximately US$63.6 million of cash or cash equivalents on hand,
including restricted cash, as of the close of business on
September 2, 2005.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Hollinger International.  Based on the September
2, 2005 closing price of the shares of Class A Common Stock of
Hollinger International on the New York Stock Exchange of
US$10.18 million of the market value of Hollinger's direct and
indirect holdings in Hollinger International was US$160.6 million.
All of Hollinger's direct and indirect interest in the shares of
Class A Common Stock of Hollinger International are being held in
escrow in support of future retractions of its Series II
Preference Shares. All  of Hollinger's direct and indirect
interest in the shares of Class B Common Stock of Hollinger
International are pledged as security in connection with the
Notes.  In addition to the cash or cash equivalents on hand noted
above, Hollinger has previously deposited:

   (a) approximately C$8.5 million in trust with the law firm of
       Aird & Berlis LLP, as trustee, in support of Hollinger's
       indemnification obligations to six former independent
       directors and two current officers; and

   (b) approximately US$572,000 in cash with the trustee under the
       Indenture governing the Senior Notes as collateral in
       support of the Senior Notes (which cash collateral is also
       collateral in support of the Second Secured Notes, subject
       to being applied to satisfy future interest payment
       obligations on the outstanding Senior Notes).

On September 1, 2005, Hollinger used US$5.0 million of these funds
to satisfy interest due and payable on the Senior Notes and
US$966,000 from general funds to satisfy interest due and payable
on the Second Secured Notes.

Hollinger has paid C$1.2 million to satisfy a portion of its
severance obligation under Mr. Justice Campbell's July 8, 2005,
order.  Hollinger is reviewing these obligations as well as the
obligation under the same Order to pay an additional C$1.8 million
in severance to three other directors and other amounts alleged to
be owed as well.  There is currently in excess of US$153.2 million
aggregate collateral securing the US$78 million principal amount
of the Senior Notes and the US$15 million principal amount of the
Second Secured Notes outstanding.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Ernst & Young's Inspection Costs Top $11.7 Million
-----------------------------------------------------------------
Ernst & Young Inc. is continuing the inspection of Hollinger
Inc.'s (TSX:HLG.C)(HLG.PR.B) related party transactions pursuant
to an Order of Mr. Justice Campbell of the Ontario Superior Court
of Justice.  The Inspector has provided nine interim reports with
respect to its inspection of Hollinger. The Inspector is expected
to provide a further report to the Court by October 31, 2005.

Through September 2, 2005, the cost to Hollinger of the
inspection (including the costs associated with the Inspector and
its legal counsel and Hollinger's legal counsel) is in excess of
C$11.7 million.

Hollinger and its staff continue to give their full and
unrestricted assistance to the Inspector in order that it may
carry out its duties, including access to all files and electronic
data.

Hollinger's principal asset is its approximately 66.8% voting and
17.4% equity interest in Hollinger International, which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto, Ontario.

On April 20, 2005, Mr. Justice James Farley of the Ontario
Superior Court of Justice issued two orders by which Ravelston and
Ravelston Management Inc. were:

    (i) placed in receivership pursuant to the Courts of Justice
        Act (Ontario); and

   (ii) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order be extended to include Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
Retractable Common Shares of Hollinger.

As a result of the Receivership Order, the CCAA Order and the
related insolvency proceedings respecting the Ravelston Entities,
an Event of Default has occurred and may be continuing under the
terms of the Indentures governing the Notes.  With respect to the
Notes, the relevant trustee under the Indentures or the holders of
at least 25 percent of the outstanding principal amount of the
relevant Notes has the right to accelerate the maturity of the
Notes.  Until the Event of Default is remedied or a waiver is
provided by holders of the Notes, the terms of the Indentures
prevent Hollinger from, among other things, honouring retractions
of its Series II Preference Shares.

                         *     *     *

                       Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a US$425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On Sept. 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997, to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defense of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLYWOOD THEATERS: Moody's Affirms $20 Million Loan's B3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the first lien
senior secured bank credit facility, the B3 rating on the second
lien senior secured bank credit facility, and the B2 corporate
family rating of Hollywood Theaters, Inc. in light of the
company's proposed bank amendment, which enhances its flexibility
under its covenants.  The outlook remains stable.

The ratings continue to reflect:

   * Hollywood's high leverage;

   * small and geographically concentrated base of theaters; and

   * the negative impact of the lack of consistently compelling
     films in the market.

Hollywood's growing base of high performing stadium theaters, the
limited competition in its midsize markets, and expectations that
it will fund future expansion primarily through internally
generated free cash flow support the rating.

The ratings are:

   * $25 Million Senior Secured Revolving Credit Facility due 2009
     -- B2 affirmed

   * $110 Million Senior Secured Term Loan due 2009 -- B2 affirmed

   * $20 Million Second Lien Term Loan due 2010 -- B3 affirmed

Hollywood's B2 corporate family rating reflects its adjusted
leverage in excess of 6 times and its geographic concentration and
lack of scale; the company derives approximately 90% of its cash
flow from less than 30 key theaters.  These theaters represent
just over half its total theaters, and Hollywood's reliance on
them exposes it to any erosion in these markets.

Furthermore, like all theater operators, Hollywood remains
vulnerable to the quality and availability of films.  Its trailing
12 months performance through June 30 (as measured by either
EBITDA or attendance), while in line with industry performance, is
at a low point compared to the past several years, contributing to
the high leverage and demonstrating Hollywood's sensitivity to
studio product.  Finally, Moody's believes the expansion plan,
although scaled back somewhat from original expectations, poses
some execution risk, since Hollywood historically benefited from
management's close attention to each individual theater.

The ratings draw strength, however, from Hollywood's solid base of
modern assets, which Moody's expects to continue to perform well
and to dominate in the targeted less competitive midsize markets.
Additionally, Moody's anticipates an improvement in returns as
Hollywood executes on its transition to a higher portion of
stadium theaters and continues to close down older,
underperforming theaters.  Hollywood also benefits from financial
flexibility as evident in its plan to fund expansion through
internally generated free cash flow.  Furthermore, Moody's
estimates annual maintenance capital expenditures at less than
$3 million annually and believes the company could curtail its new
build expenditures at minimal cost.

The stable outlook incorporates expectations for a decline in
leverage driven by cash flow growth in 2006 and by a combination
of continued cash flow growth and repayment of debt thereafter.
Moody's expects adjusted leverage to fall below 6 times by the end
of 2005 and to below 5 times by the end of 2006, and that
Hollywood will generate modestly positive free cash flow after
interest and capital expenditures in 2006.  Evidence of poor
execution of the planned expansion and a resultant inability to
reduce leverage could pressure the ratings down, and a significant
decline in the company's leverage due to rapid free cash flow
generation could provide ratings upside.

Hollywood's leverage as adjusted for operating leases exceeds 6
times and is particularly high given its lack of scale as the
smallest rated theater operator.  The company outperforms its many
of its peers, however, on a per screen and per capita cash flow
basis, and Moody's expects continued improvement in these metrics
as Hollywood's asset base improves.  Additionally, Moody's
anticipates the company will dedicate free cash flow to debt
repayment.  Adjusted interest coverage in the 2 times range also
remains sufficient.  The proposed amendment slightly increases
financial flexibility through the elimination of the fixed charge
covenant, among other modest changes.  Creation of additional
flexibility poses some financial risk, but Moody's considers the
changes minor and believes management will utilize the additional
flexibility to carry out its theater expansion plan, thus
improving Hollywood's value over the long term.

Moody's rates the first lien bank debt B2, equivalent to the
corporate family rating.  Bank lenders benefit from junior capital
provided by the operating leases and a security interest in the
assets, but bank debt nevertheless constitutes the bulk of the
capital structure, and the asset base is fairly small.  The second
lien debt adds a modest $20 million to the junior capital, and the
B3 rating, one notch lower, reflects the debt's contractual
subordination to the first lien.

Hollywood Theaters, Inc., a wholly owned indirect subsidiary of
Wallace Theaters Holdings, LLC, is a regional theatrical
exhibition company operating 50 theaters with 452 screens located
primarily in the southwest and on the west coast, with several
joint ventures in the American territories in the South Pacific.
The company maintains its headquarters in Portland, Oregon.  Its
revenue for the trailing twelve months ending June 30, 2005, was
$112 million.


IKON OFFICE: Moody's Rates $225 Million Sr. Unsecured Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
of IKON Office Solutions and assigned a Ba2 rating to the proposed
$225 million ten year senior unsecured notes to be issued under
SEC Rule 144A.  The ratings outlook remains negative.

Ratings affirmed include:

$95 million senior secured notes due June 2008 - Ba1

Corporate Family Rating - Ba2

   * $260 million senior unsecured notes due 2025 - Ba2

   * $95 million senior unsecured notes due 2027 - Ba2

   * $245 million subordinated convertible debt due May 2007 - Ba3
     (to be withdrawn upon redemption)

Ratings assigned include:

   * $225 million senior unsecured notes due 2015 - Ba2

The successful placement of the proposed senior unsecured notes
offering would be viewed favorably from the standpoint of
proactively addressing the May 2007 subordinated convertible
maturity that is currently out of the money ($10 market price
versus $15.03 exercise price) and terming out its maturity
profile.  Relative to the existing senior unsecured notes,
however, there is a slight negative from a potential recovery
standpoint given that there would be more pari-passu debt.

The Ba2 corporate family rating and negative outlook reflect
Moody's expectation that revenue growth will remain challenging
and that competitive pricing and/or product mix may continue to
exert pressure on operating profitability over the intermediate
term.  IKON's revenue has declined between 1% and 7% over each of
the last four quarters although the decline has been less if
revenues are normalized for discontinued or deemphasized
operations.

IKON's liquidity remains solid as supported by IKON's SGL-1
rating.  The rating considers its $289 million of cash balances at
June 2005, expectations of adequate cash flow from operations to
finance capital expenditures, and good room under the covenants in
its largely undrawn $200 million secured bank facility (unrated),
all in the context of zero public debt maturities over the next
twelve months.  The next public debt maturity consists of a $245
million subordinated convertible note due May 2007 that is
intended to be redeemed through the proceeds of the above
referenced 144A note issuance.  Beyond this, IKON has a $95
million senior secured note that matures in June 2008.

IKON's credit ratings could be downgraded to the extent that IKON
is not able to show an ability to reverse the decline in revenues
(adjusting for exited businesses) and sufficiently streamline its
cost structure to improve its operating margins to the 5% level on
a sustainable basis.  The ratings could be stabilized if IKON
demonstrates clear progress in stabilizing revenue and improving
profit margins and maintains good financial discipline.

IKON Office Solutions, headquartered in Valley Forge, Pennsylvania
is the largest independent copier distributor in North America and
the United Kingdom.


INAMED CORP: Moody's Withdraws Ba3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 corporate family
rating of Inamed Corp.  The company has approximately $12.5
million of debt outstanding at June 30, 2005 that is not rated by
Moody's.  Please refer to Moody's Guidelines for the Withdrawal of
Ratings on Moodys.com.

Inamed Corporation is a global health care company that develops,
manufactures and markets a diverse line of products that include:

   * breast implants for aesthetic augmentation and reconstructive
     surgery following a mastectomy;

   * a range of dermal products to correct facial wrinkles; and

   * systems used to treat severe and morbid obesity.

For the fiscal year ended December 31, 2004, Inamed reported net
revenues of $384 million.


INDUSTRIAL ENTERPRISES: Relocates Headquarters to Manhattan
-----------------------------------------------------------
Industrial Enterprises of America, Inc. (OTCBB: ILNP) has moved
its corporate Headquarters from Houston, Texas, to New York City.
The move was effective as of July 15, 2005.  The Company's new
address is:

          Industrial Enterprises of America, Inc.
          711 Third Ave., Suite 1505
          New York, NY 10017

The Company relocated in order to be headquartered closer to two
of the Company's operating subsidiaries, EMC Packaging, Inc., and
Unifide Industries Limited Liability Company, located in Lakewood
and West Long Branch, New Jersey, respectively.  Based on pro
forma calculations of the fourth quarter ending June 30, 2005,
which takes into account ownership of these two operating
subsidiaries and is adjusted for non-recurring expenses, ILNP was
profitable, recognizing over $5 million in revenues.  The quarter
was in line with Company expectations and set the basis, when
combined with anticipated seasonal revenue swings, for the
$35 million to $40 million revenue forecast over the next twelve
months.

Commenting on the aftermath of Hurricane Katrina and its effects
on business operations, Crawford Shaw, Chief Executive Officer of
Industrial Enterprises of America, stated, "In the wake of the
recent natural disaster in New Orleans, ILNP Management extends
its greatest sympathy to all the victims of Hurricane Katrina.
The affected area is highly active in the manufacturing of the
hydroflurocarbon gases and chemicals used by our operating
subsidiaries.  Despite the inevitable ensuing supply shortages of
these commodities, ILNP's output will remain unaffected due to the
diversity of our supply chain, and we do not anticipate any
disruption in our ability to fulfill customer orders."

Headquartered in New York, New York, Industrial Enterprises of
America, Inc. --  http://www.TheOtherGas.com/-- is one of the
largest worldwide providers of refrigerant gases, specializing in
converting the hydroflurocarbon gases, R134a and R152a, into
branded and private label refrigerant and propellant products.
The Company's main product, the "gas duster" is used in a variety
of industries including consumer electronics, medical, and the
automotive aftermarket.

                         *     *     *

                      Going Concern Doubt

Beckstead and Watts, LLP, had expressed substantial doubt about
Industrial Enterprises' ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended June 30, 2005.  The auditors point to the Company's
sustained net losses and stockholders' deficit.

At March 31, 2005, Industrial Enterprises' total liabilities
exceed its total assets by $1,681,900.


INSIGHT HEALTH: S&P Rates Proposed $250 Million Notes at B
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
debt rating and a recovery rating of '2', indicating the
expectation for substantial (80%-100%) recovery of principal in
the event of a payment default, to InSight Health Services Corp.'s
proposed $250 million floating-rate notes due 2011.  Proceeds of
the offering will be used to repay the company's existing $250
million term loan B (and existing delayed-draw term loan), of
which about $238 million is outstanding.  The $12 million
increment of debt will cover transaction expenses and provide some
balance sheet cash.  Should the company elect to upsize the
transaction, we would need to reevaluate the '2' recovery rating.

Other existing ratings on InSight, including the 'B' corporate
credit rating, were affirmed.  The outlook is stable.

"The ratings on InSight reflect the highly fragmented and
competitive nature of the medical imaging industry, the limited
barriers to competitor entry, and reimbursement risk," said
Standard & Poor's credit analyst Cheryl Richer.  "Moreover, the
company's debt-financed acquisitions over the past few years have
weakened its balance sheet.  These risks overshadow the favorable
effect on the industry as the population ages, the ability of
imaging to limit overall health costs, and the expanded approval
of imaging for additional disease states."

Lake Forest, California-based InSight provides diagnostic imaging
services through its network of 120 fixed-site and 115 mobile
facilities, and it serves patients in 34 states, with a
substantial presence in:

   * California,
   * Arizona,
   * New England,
   * the Carolinas,
   * Florida, and
   * the Mid-Atlantic states.

Although the company provides various modalities, magnetic
resonance imaging represents about 71% of revenues.  InSight's
fixed-site centers (which contribute about 60% of its revenues)
primarily serve physicians, whereas its mobile facilities (40%)
primarily serve hospitals.  While mobile operations provide higher
margins, they add risk to the portfolio; about one-third of
contracts renew annually, and competition centers largely on
price.  The company's fixed-site and mobile businesses are also
subject to insourcing risk, as certain customers on both the fixed
and mobile business side may choose to create their own imaging
centers.


INSIGHT HEALTH: Moody's Rates Proposed $250 Million Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned a rating of B2 to Insight
Health Services Corp.'s proposed offering of $250 million senior
secured notes.  The proceeds of the notes will be used to repay
amounts outstanding under the company's existing credit
facilities.  Insight Health is also entering into a new asset-
based revolving credit facility (not rated by Moody's) that will
replace the existing senior secured revolver.  Moody's also
understands that if the principal amount of the offering is
increased, the company would consider using the additional
proceeds to purchase a portion of its existing senior subordinated
notes.

Moody's also downgraded the existing ratings of Insight Health.
The outlook for the ratings remains negative.  The rating action
reflects the continuing decline in the company's operating
performance since Moody's assigned the negative outlook in
February 2004.  Specifically, the company has experienced
continued pressure on pricing and volumes resulting in declines in
same-store performance in both the fixed and mobile segments of
the business.  The declines have resulted in net losses and
weakened financial metrics.

Although the proposed transaction does not add to financial
leverage, the company's lease-adjusted leverage remains high.  The
ratings also reflect:

   * the considerable capital expenditures required to remain
     competitive;

   * pressure on volume growth due to competition from physician
     groups and insourcing by acute care hospitals; and

   * additional pressure on reimbursement for services.

The ratings also reflect improved liquidity as a result of the
proposed transaction, which will extend debt maturities from near-
term mandatory amortization payments that would have been due on
the existing term loan ($58 million in calendar 2007 and $175
million in calendar 2008) to the maturity of the new notes in
2011.  In addition, Insight Health is one of the largest providers
of diagnostic imaging services through a network of 120 fixed site
imaging centers and 115 mobile facilities in 34 states.

Moody's also believes the recent changes in the management team,
including changes at the CEO and CFO level, will positively
influence the company's financial discipline.  Current management
appears less intent on growth through acquisitions and has
indicated a renewed focus on maximizing the existing operations in
both the fixed and mobile segments of the business.  Additionally,
the industry continues to be bolstered by favorable demographics
and increased acceptance of the use of diagnostic imaging
techniques in lieu of more invasive procedures.

The outlook for the ratings remains negative reflecting Moody's
expectation of ongoing concerns about over-utilization from CMS
and managed care payors, which could further strain the company's
cash flow.  These concerns could result in pricing pressure,
mandatory pre-authorizations that would further limit volume
growth, or mandatory center certifications that would require
additional capital expenditures to add modalities.  Moody's notes
that improvements in free cash flow reflect decreased capital
spending.  The company's current level of capital spending is
approximately 45% of depreciation expense.  At a level of
investment approximating 100% of depreciation expense, the
company's free cash flow would be at or about break-even.  Moody's
will monitor whether the company can drive growth and remain
competitive at these reduced spending levels.

Moody's would consider moving the outlook for the ratings to
stable if management's renewed focus on existing operations and
reduced dependence on acquisition growth result in improvements in
performance of the core assets of the company.  Additionally, if
operational improvements at the company result in a reduction of
leverage and sustainable levels of adjusted cash flow from
operations to adjusted debt of 10% to 15% and adjusted free cash
flow to adjusted debt in excess of 7%, Moody's could upgrade the
ratings.

If the company continues to experience pressure on volumes and
pricing through competition, managed care initiatives, or changes
in reimbursement, Moody's could downgrade the rating.  Moody's
will examine the sustainability and potential growth of free cash
cash flow in light of the expected increased outlays to operate
the mobile and fixed site businesses.  Such outlays are expected
to rise because of increased transportation costs and the need to
return to historical levels of capital spending in order to
maintain market share.  Moody's would consider downgrading the
ratings if the company was not expected to sustain a level of
adjusted free cash flow to adjusted debt in the range of 3% to 5%,
assuming a level of investment in capital expenditures adequate to
remain competitive.

Pro forma for the proposed transaction for the fiscal year ended
June 30, 2005, Insight Health's cash flow coverage of debt would
have been moderate to strong for the B2 rating category.  Adjusted
cash flow from operations to adjusted debt would have been
approximately 12% and adjusted free cash flow to adjusted debt
would have approximated 6%.  Adjusted debt to adjusted book
capitalization would have been high at approximately 87%.  EBITDA-
Capex coverage of interest would have been weak at approximately
1.6 times.  EBIT coverage of interest is a very weak 0.7 times.

The B2 rating on the proposed senior secured notes is held at the
level of the corporate family rating to reflect limitations in the
collateral package.  Moody's believes that the collateral coverage
of the notes under reasonable distress scenarios would be tight.
Collateral for the notes excludes receivables and related assets
that back the new revolving credit facility.  The senior
subordinated notes are notched two levels below the corporate
family rating to reflect their contractual subordination to all
existing and future senior debt.

Moody's expects the company to have good liquidity after the
proposed transaction.  The extension of debt maturities will allow
the company additional flexibility.  Moody's does not expect the
company to draw on its new $30 million asset-based revolving
credit facility.  However, advances under the facility will be
limited by certain conditions related to the eligible asset base.
As a result, Moody's estimates that availability under the
revolver will be limited to $27 to $28 million at the outset.  The
facility is expected to have a minimum fixed charge coverage ratio
that would become applicable only if availability fell below
certain levels.

A summary of today's actions is:

  Ratings assigned:

     * $250 million Senior Secured Floating Rate Notes due 2011,
       rated B2

  Ratings downgraded:

     * Senior Secured Revolver due 2007, from B1 to B2 (to be
       withdrawn at close of the proposed transaction)

     * Senior Secured Term Loan due 2008, from B1 to B2 (to be
       withdrawn at close of the proposed transaction)

     * 9.875% Senior Subordinated Notes due 2011, from B3 to Caa1

     * Corporate family rating, from B1 to B2

Insight Health Services Corporation is a provider of diagnostic
imaging services.  The company operates 120 fixed-site imaging
centers and 115 mobile facilities in 34 states.  For the twelve
months ended June 30, 2005, the company recognized revenues of
approximately $317 million.


INTERSTATE BAKERIES: Panel Wants GE Commercial's Request Deferred
-----------------------------------------------------------------
As previously reported, GE Commercial Finance Business Property
Corporation, as successor-in-interest to General Electric Capital
Business Asset Funding Corporation, asked the U.S. Bankruptcy
Court for the western District of Missouri to:

   (1) compel Interstate Brands Corporation to immediately perform
       all obligations under a Master Lease Purchase Agreement,
       including the payment of rent;

   (2) compel Interstate Brands to immediately accept or reject
       the Master Lease Agreement and if accepted, to require
       the Debtor to cure all related defaults; or

   (3) in the alternative, lift the automatic stay to compel the
       Debtors to turnover the Equipment to GE Commercial.

                            Objections

(1) Creditors Committee

The Official Committee of Unsecured Creditors asks the Court to
defer consideration of GE Commercial Finance Business Property
Corporation's request until the Sept. 29, 2005, omnibus hearing
date.  This adjournment, according to Paul D. Sinclair, Esq., at
Kutak Rock LLP, in Kansas City, Missouri, will give the Committee
more time to review the Master Lease Purchase Agreement and
related documents, and conduct discovery, if necessary, for a
better informed position concerning the rights of all parties-in-
interest.

Mr. Sinclair informs the Court that the Committee is in the
process of analyzing the Lease Documents to determine, among
other things, whether they are true leases or secured financings;
and if they are financings, whether GE Commercial holds a
properly perfected security interest.

"To the extent that the Lease Documents are secured financing
transactions that are not properly perfected, GE Commercial
merely holds general unsecured claims, which are not entitled to
be paid other than under a plan or as otherwise ordered by this
Court," Mr. Sinclair says.

"Conversely, to the extent that the Lease Documents are perfected
secured financings, GE Commercial may only be entitled to a
secured claim up to the value of the Equipment and adequate
protection for any diminution of value with respect to the
Equipment as of the date that GE Commercial makes such a request.

Upon completion of its review, the Committee will be in a better
position to assess whether GE Commercial's request is
appropriate, Mr. Sinclair says.

"If the Lease Documents are indeed secured financings, the Motion
should be denied because GE Commercial -- assuming it has a
perfected security interest -- is merely entitled to adequate
protection for any diminution in the value of GE Commercial's
collateral as of the date that GE Commercial makes such a
request," Mr. Sinclair adds.

(2) Debtors

The Debtors assert that Section 365(d)(10) of the Bankruptcy Code
does not apply because the Master Lease Purchase Agreement is a
disguised financing transaction, not a true lease.  Thus, the
Debtors are not obligated to treat the Master Lease as a true
lease under Section 365(d)(1) pending a final determination of
the Court on that issue.

The Debtors further assert that GE Commercial failed to properly
perfect any potential security interest in most, if not all, of
the Equipment.

"At best, [GE Commercial] is entitled to 'adequate protection' of
its interest in the Equipment on which it properly perfected a
security interest, which may be limited to only the Equipment
located in Missouri from and after August 4, 2005," Paul M.
Hoffmann, Esq., at Stinson Morrison Hecker LLP, in Kansas City,
Missouri, contends.

Mr. Hoffmann says the $1,168,547 the Debtors paid to GE
Commercial after the Petition Date should be credited as
"adequate protection" payments, and possibly as payment in full
of any secured claim of GE Commercial.

Unless and until GE Commercial can prove that the $1,168,547 paid
by the Debtors did not provide adequate protection to GE
Commercial's interest in the Missouri Equipment, the Debtors seek
denial of GE Commercial's request.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


KAISER ALUMINUM: Amends Terms on Solicitation & Voting Protocol
---------------------------------------------------------------
Kaiser Aluminum Corporation, together with Kaiser Aluminum &
Chemical Corporation and 19 of their subsidiaries, revise certain
provisions on the solicitation and tabulation of votes to accept
or reject their proposed joint plan of reorganization.

As previously reported, the Remaining Debtors noted in their
Solicitation Procedures Motion that they intended to discuss
issues related to weighted voting and publication with the
Asbestos Committee, as well as votes solicitation on the Plan from
the 6-1/2% RPC Revenue Bondholders with the indenture trustee for
those bonds.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells Judge Fitzgerald that as a result of
discussions regarding certain other aspects of the Solicitation
and Tabulation Procedures with the Asbestos Committee, the
Remaining Debtors have agreed to make primary revisions to the
Solicitation and Tabulation Procedures.

         Procedures Regarding Direct Channeled PI Claims

The Remaining Debtors mailed copies of a P.I. Solicitation Notice
and a Directive to all known P I. attorneys.  The P.I.
Solicitation Notice:

   -- notified the P.I. Attorneys of the date, time and place
      of the Disclosure Statement hearing and the deadline
      and procedures for asserting objections to the approval
      of the Disclosure Statement or the Solicitation
      Procedures Motion;

   -- notified the P.l. Attorneys of the options proposed for
      soliciting votes on the Plan in respect of Direct
      Channeled PI Claims; and

   -- asked that each P.I. Attorney voluntarily select a
      solicitation method by completing and returning the
      Directive to the Solicitation and Tabulation Agent on
      or before August 22, 2005, and submit a Client List by
      certain dates, depending on the solicitation method
      selected by the P.I. Attorney.

Specifically, the Remaining Debtors intend to serve the revised
P.I. Solicitation Notice and Directive on all known P.I.
Attorneys, along with one Solicitation Package and one master
ballot for voting the applicable Direct Channeled PI Claims, as
soon as practicable after the entry of an order approving the
Disclosure Statement and the Solicitation and Tabulation
Procedures.

In accordance with the revisions, the Remaining Debtors ask the
U.S. Bankruptcy Court for the District of Delaware to require the
P.I. Attorneys -- to the extent that they have not already
returned the previous form of the Directive -- to return the
Directives to the Solicitation and Tabulation Agent on or before
October 3, 2005, or other fixed date that is approximately 20 days
after the commencement of the solicitation period.

The Remaining Debtors also ask the Court to establish the
deadlines for P.I. Attorneys to submit Client Lists to the
Solicitation and Tabulation Agent as:

   (a) October 3, 2005, or another date that is 20 days after the
       commencement of the solicitation period, if the P.I.
       Attorney instructs the Solicitation and Tabulation Agent
       to serve the Clients with Solicitation Packages directly;
       or

   (b) October 17, 2005, or another date that is 25 days prior to
       the proposed Voting Deadline, if the P.I. Attorney elects
       to handle service of the Solicitation Packages on the
       Clients.

With regard to the weighted voting amounts for Asbestos PI
Claims, the Remaining Debtors have agreed with the Asbestos
Committee to revise tabulation rules established in the
Solicitation and Tabulation Procedures for Asbestos PI Claims:

                                               Claim Amount
   Basis for Asbestos PI Claim              for Voting Purposes
   ---------------------------              -------------------
   Other Asbestos Disease (Level I)                 $200

   Asbestosis/Pleural Disease (Level II)             700

   Asbestosis/Pleural Disease (Level III)          4,850

   Severe Asbestosis (Level IV)                   20,750

   Other Cancer (Level V)                         13,800

   Lung Cancer 2 (Level VI)                        7,000

   Lung Cancer 1 (Level VII)                      27,500

   Mesothelioma (Level VIII)                      70,000

Ms. Newmarch notes that because it is contemplated that the
Asbestos PI Claims will be temporarily allowed based on the
claimant's disease category, the Solicitation and Tabulation
Procedures and the master ballots now require P.I. Attorneys who
are submitting votes on behalf of their Clients via a master
ballot to designate a disease category for each Client.

Ms. Newmarch maintains that by signing the master ballot, each
P.I. Attorney will certify, among other things, that:

   * the Clients listed on the master ballot have met the medical
     and asbestos-exposure criteria for each disease category;
     and

   * the disease-category selection is based on medical records
     or similar documentation in the Clients' files.

Ms. Newmarch adds that P.I. Attorneys completing a master ballot
must also summarize their Clients' votes on the Plan by disease
category.  Holders of Asbestos PI Claims who are voting on an
individual Ballot must designate a disease category for their
Claims, and those holders must certify that they meet the medical
and asbestos-exposure criteria for the category selected.

           Tabulation of Votes for Asbestos PI Claims

The Remaining Debtors propose that these rules apply to the
tabulation of votes cast in respect of Asbestos PI Claims:

   (1) For purposes of computing votes, each Asbestos PI
       Claimholder will be deemed to have voted the full
       amount of that PI Claim according to the disease category
       specified.

   (2) The temporary allowance of Asbestos PI Claims in
       the amount corresponding to the Disease Category
       designated by, or on behalf of, the holders of those
       Claims is solely for voting purposes and does not
       constitute an allowance of those Claims for distribution
       purposes under the Asbestos PI Trust.  It is also
       without prejudice to the rights of the Asbestos PI
       Claimholders or the Debtors and the Asbestos PI Trust in
       any other context.

   (3) If no disease category is selected for an Asbestos PI
       Claim, the Voting Agent will treat the vote cast in
       respect of that Claim as Other Asbestos Disease
       (Level I).

   (4) If more than one disease category is selected for any
       Asbestos PI Claim, the Voting Agent will count the vote
       cast in the amount corresponding to the disease category
       with the highest allowed amount.

   (5) Multiple master ballots may be completed and delivered
       to the Solicitation and Tabulation Agent:

       -- Votes reflected by multiple master ballots will be
          counted except to the extent that they are duplicative
          of other master ballots;

       -- If two or more master ballots are inconsistent, the
          latest dated master ballot received prior to the Voting
          Deadline will, to the extent of that inconsistency,
          govern unless ordered by the Court; and

       -- If more than one master ballot is submitted and the
          later master ballots supplement, rather than supersede,
          earlier master ballots, the attorney submitting that
          master ballot will mark the subsequent master ballots
          as "Supplement" and clearly mark which of those votes
         reflected are additional votes.

   (6) If two or more master ballots are received from separate
       counsel, each of whom purports to represent the same
       holder of an Asbestos PI Claim, the vote by that holder
       will be counted only once, and only if those votes are
       consistent.  In the event that the votes are not
       consistent, none of the votes will be counted.

The Remaining Debtors also propose that those rules will also
apply to master ballots cast in respect of CTPV, NIHL and Silica
Personal Injury Claims.

                   Additional Forms of Ballot

As a result of the revisions to the Solicitation and Tabulation
Procedures, the Remaining Debtors ask Judge Fitzgerald to approve
three additional ballots:

   (a) Ballot No. 3A for individual holders of Asbestos PI Claims
       to return directly to the Solicitation and Tabulation
       Agent;

   (b) Ballot No. 3C for individual holders of Indirect Channeled
       PI Claims attributable to asbestos; and

   (c) Ballot No. 4A on which P.1. Attorneys will vote their
       Clients' Asbestos PI Claims.

The Remaining Debtors have re-numbered the forms of Ballot
formerly designated as Ballot No. 3 and Ballot No. 4 in the
Solicitation Procedures Motion.  Ms. Newmarch says that these
Ballots are now designated as Ballot No. 3B and Ballot No. 4B.

The Remaining Debtors propose to distribute these forms of Ballot
to claim holders in classes entitled to vote to accept or reject
the Plan:

     Ballot No.       Claimholders
     ----------       ------------
         1            Class 2 Convenience Claims

         2            Class 4 Canadian Debtor PBGC Claims

        3A            Individual ballot to be returned directly
                      to the Solicitation and Tabulation Agent
                      for Class 5 Asbestos PI Claims

        3B            Individual ballot to be returned directly
                      to the Solicitation and Tabulation Agent
                      for Class 6 CTPV PI Claims, Class 7 NIHL
                      PI Claims and Class 8 Silica PI Claims

        3C            Individual ballot to be returned directly
                      to the Solicitation and Tabulation Agent
                      for Indirect Channeled PI Claims
                      attributable to asbestos in Class 5
                      Ballot No. 4A Master Ballot for Class 5
                      Asbestos PI Claims

        4B            Master Ballot for Class 6 CTPV Personal
                      Injury Claims, Class 7 NIHL PI Claims and
                      Class 8 Silica PI Claims

        5A            Individual ballot to be returned directly
                      to the Solicitation and Tabulation Agent
                      for Subclass 9B General Unsecured Claims
                      in respect of 9-7/8% Senior Notes,
                      10-7/8% Senior Notes, 7-3/4% SWD Revenue
                      Bonds and 7.60% SWD Revenue Bonds

        5B            Individual ballot to be returned directly
                      to a Master Ballot Agent for Subclass 9B
                      General Unsecured Claims in respect of 9-
                      7/8% Senior Notes, 10-7/8% Senior Notes,
                      7-3/4% SWD Revenue Bonds and 7.60% SWD
                      Revenue Bonds

         6            Master Ballot for Subclass 9B General
                      Unsecured Claims in respect of 9-7/8%
                      Senior Notes, 10-7/8% Senior Notes,
                      7-3/4% SWD Revenue Bonds and 7.60% SWD
                      Revenue Bonds

         7            Individual Ballot for Subclass 9B General
                      Unsecured Claims in respect of 6-1/2% RPC
                      Revenue Bonds

         8            Ballot for other Subclass 9B General
                      Unsecured Claims

               New Proposed Solicitation Deadlines

Ms. Newmarch reminds Judge Fitzgerald that the Solicitation
Procedures Motion contemplated a 35-day period for the
solicitation of votes to accept or reject the Plan.  Based on
discussions with the Asbestos Committee, the Remaining Debtors
have agreed to extend that period to 60 days, commencing on the
date that the Solicitation and Tabulation Agent completes the
mailing of Solicitation Packages to the P.I. Attorneys.

Accordingly, the Remaining Debtors ask that, except with respect
to claimants holding bonds in "street" name -- who have an earlier
deadline to submit their Ballot to the broker, bank or other agent
that holds those bonds -- to be counted as votes to accept or
reject the Plan, all Ballots must be properly executed, completed
and delivered to the Solicitation and Tabulation Agent so that
those Ballots are received no later than 5:00 p.m. on November 14,
2005, or other date established by the Remaining Debtors that is
at least 60 days after the commencement of the solicitation
period.

Consistent with their revised solicitation schedule, the
Remaining Debtors ask Judge Fitzgerald to schedule the Plan's
confirmation hearing for December 1, 2005, or as soon as the
Court's schedule permits.

The Debtors also ask the Court to establish:

   * the deadline for filing Rule 3018 Motions 14 days before
     the Voting Deadline; and

   * the Confirmation Objection Deadline as November 14, 2005,
     at 5:00 p.m.

The Remaining Debtors contend that a 60-day solicitation period
provides sufficient time for:

   -- creditors to make informed decisions to accept or reject
      the Plan and submit timely Ballots;

   -- Master Ballot Agents to distribute Form B Debt Securities
      Individual Ballots and complete and submit timely Debt
      Securities Master Ballots; and

   -- P.I. Attorneys to determine which solicitation method
      should be used for the solicitation of votes on the Plan
      from those attorneys' Clients and compile the Client Lists
      to the Solicitation and Tabulation Agent.

A blacklined copy of the Amended Solicitation Procedures is
available for free at:

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

         Court Sets Confirmation Hearing in January 2006

The Bankruptcy Court has scheduled hearings for January 9 through
January 11, 2006, to consider confirmation of the Debtors' plan of
reorganization, Dow Jones Newswires reports.

The Remaining Debtors had planned to emerge from bankruptcy by
December 31, 2005, but a jammed bankruptcy court calendar pushed
the schedule back a month, according to Dow Jones.

The Court also approved procedures for the solicitation and
tabulation of votes on the Plan.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 77; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KCIRE CORP: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kcire, Corp.
        P.O. Box 414
        Mercedita, Puerto Rico 00715

Bankruptcy Case No.: 05-08572

Chapter 11 Petition Date: September 8, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  Almeida Law Offices, PSC
                  P.O. Box 191757
                  San Juan, Puerto Rico 00919-1757

Total Assets: $1,002

Total Debts:  $1,784,268

Debtor's 14 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Veronica Lee Barnes           Complaint               $1,201,312
c/o Humberto Guzman, Esq.
P.O. Box 71405
San Juan, PR 00936-8505

Irem Del Carmen Poventud      Complaint                 $450,000
Edificio Del Carmen, PH
Avenida Las Americas
Ponce, PR 00731

CITICAPITAL                   Vehicle lease              $42,411
P.O. Box 70241
San Juan, P.R. 00936

Popular Auto                  Vehicle lease              $19,582

Global Development            Loan                       $18,967

Atlante Corp.                 Loans                      $18,951

Jose F. Rodriguez Toro        Loan                       $15,931

Estudios Tecnicos             Professional services       $5,600

Departamento De Hacienda      Withholding taxes           $4,337

MP Dinamic Promotions         Professional services       $2,280

Hermanos Torres Perez         Gas                         $2,135

Nestor Reyes, Inc.            Professional services       $1,905

SPRINT                        Cellular telephones           $734

Deluxe                        Checks                        $119


KERASOTES SHOWPLACE: Moody's Lowers Corporate Family Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Kerasotes Showplace Theatres LLC to B2 from B1 and affirmed the
B1 rating on the company's $300 million of senior secured credit
facilities, which will be reduced to $175 million following the
company's proposed $200 million sale-leaseback transaction.

The downgrade of the corporate family rating reflects:

   * the higher adjusted leverage, resulting from increased debt
     to fund a $30 million dividend to certain equity sponsors and
     $20 million of taxes associated with the sale-leaseback and
     to pre-fund expansionary capital expenditures; and

   * a weaker outlook for the company's operations.

Moody's affirmed the B1 bank rating as the bank debt will be
reduced by $100 million and will benefit from the increase in
junior capital provided by the operating leases following the
transaction.

The B2 corporate family rating reflects:

   * high financial leverage (over 5 times pro forma for the
     transaction and after adjusting for off balance sheet
     leases);

   * lack of consistently compelling films in the marketplace; and

   * the company's relatively small scale and concentration of
     cash flow generating assets.

The rating draws strength, however, from:

   * Kerasotes' good liquidity;

   * attractive concession margins;

   * strong competitive position in its targeted smaller markets;
     and

   * relatively modern and improving asset base.

Kerasotes Showplace Theatres, LLC:

   * Corporate Family Rating -- downgraded to B2 from B1

   * $200 Million Senior Secured Term Loan due 2011 (to be reduced
     to $100 million) -- B1 affirmed

   * $100 Million Senior Secured Revolving Credit Facility
     due 2010 (to be reduced to $75 million) -- B1 affirmed

Rating Outlook -- Stable

The downgrade considers the increase in Kerasotes' financial
leverage, which will rise to over 5 times range from 4.9 times,
and expectations for leverage to remain at or above the mid 4
times range over the next several years (adjusted for operating
leases).  Kerasotes had historically benefited from its high
percentage of owned theaters, which created flexibility to more
easily shut down underperforming theaters and offered potential
liquidity opportunities through sale leaseback.  Following the
transaction, owned theaters will represent just over 40% of total
theaters compared to 65% prior to the transaction, and the
portfolio of theaters sold with the transaction represent the
company's better performing properties.

The B2 corporate family rating also incorporates theater
operators' vulnerability to the quality and availability of films.
Thus operational challenges facing Kerasotes include its average
of approximately 8 screens per theatre, well below the industry
average of approximately 11, and a consequent limitation on its
ability to deliver a diversity of films to its viewers.
Furthermore, Kerasotes derives approximately two-thirds of its
revenue and almost three-quarters of its theater level cash flow
from 25 to 30 key theaters located primarily in Illinois and
Indiana.  These theaters represent only one-third of the company's
total theaters, and its reliance on them leaves Kerasotes
susceptible to any erosion in these markets.  Moody's believes
industry conditions will prevent Kerasotes from achieving previous
expectations for attendance and cash flow per screen, and this
reduction in return on expansionary capital expenditures
contributes to the lower corporate family rating.

Notwithstanding the aforementioned challenges, Kerasotes benefits
from good liquidity provided by the approximately $45 million of
balance sheet cash pro forma for the transaction and intended to
fund its expansion, as well as the discretionary nature of its
capital expenditures.  Moody's estimates annual maintenance
capital expenditures at $5 million and believes Kerasotes could
delay or cancel the majority of its expansion plan at minimal cost
if necessary to improve its cash flow.  Industry leading
concession gross margins of 90% further support the rating, as
does the company's strong competitive position in its targeted
smaller markets, which Moody's considers less likely to draw new
entrants, and its relatively modern asset base.

The stable outlook reflects expectations for a decline in leverage
to the mid 4 times range, driven by EBITDA growth, and that
leverage will remain at this level over the next several years as
Kerasotes continues to expand.  Moody's expects capital
expenditures to exceed cash flow from operations over the next
several years, with the shortfall funded initially from balance
sheet cash and then from the currently undrawn revolving credit
facility.  Moody's anticipates management will perform roughly in
line with its revised forecast, with some fluctuation in the
timing of capital expenditure plan probable.  The good liquidity
mitigates this potential variability, and management could
moderate spending to enhance financial flexibility if necessary.
Continued spending if the expansion yields significantly lower
than anticipated cash flow could pressure the ratings downward,
nonetheless.  Future dividends to the company's equity sponsors
would also be viewed negatively.  A significant decline in the
company's leverage due to rapid free cash flow generation could
provide ratings upside.

Pro forma for the transaction, Kerasotes debt leverage increases
from just under 5 times to about 5.2 times.  Post transaction
interest coverage is thin, falling to approximately 2 times from
approximately 3 times.  Moreover, coverage on an adjusted EBITDA
less capital expenditures basis will likely remain negative over
the next several years as Kerasotes continues to fund its
expansion.

The senior secured bank facility is notched up to B1 from the B2
corporate family rating because it benefits from the increased
junior capital provided by the capitalized operating leases, a
security interest in the company's remaining assets, and upstream
guarantees from all subsidiaries.  Moody's expects the bank
lenders will also benefit from leasehold mortgages on the
properties included in the proposed sale-leaseback transaction,
which mitigates concerns over a decline in collateral value
resulting from the sale of these theaters, particularly given that
the sale-leaseback portfolio represents Kerasotes' better
performing assets.

Additionally, due to both the increased capitalized operating
leases and the anticipated repayment of $100 million under the
term loan, bank debt will comprise a smaller portion of the debt
capital structure (from about 90% to about 50%).  Kerasotes will
own slightly over 40% of its theaters following the sale
leaseback, a still high percentage relative to peers, which
enhances the collateral package, in Moody's view, although the
sale leaseback portfolio includes many of the better performing
assets.

Kerasotes Showplace Theatres, LLC, operates motion picture
theaters in the Midwestern and upper Midwestern regions of the
United States, including:

   * Illinois,
   * Indiana,
   * Iowa,
   * Ohio,
   * Missouri, and
   * Minnesota.

The company currently operates 613 screens in 77 locations.  Its
revenue for the 12 months ended June 30, 2005, was $155 million.


KNOLL INC: S&P Rates Proposed $450 Million Facilities at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
its '3' recovery rating to Knoll Inc.'s proposed $450 million
senior secured credit facilities, indicating that lenders can
expect meaningful recovery of principal (50% to 80%) in the event
of payment default.  These ratings are based on preliminary
offering statements and are subject to review upon final
documentation.


At the same time, Standard & Poor's revised its outlook on the
East Greenville, Pennsylvania-based commercial furniture
manufacturer to positive from stable.  In addition, Standard &
Poor's affirmed its 'BB-' corporate credit rating on Knoll and its
existing senior secured bank loan and '4' recovery ratings on
Knoll's existing senior secured credit facilities.

Standard & Poor's estimates Knoll will have about $360 million of
total debt outstanding upon closing the proposed transaction.
Proceeds from the new credit facilities will be used to repay
Knoll's existing bank indebtedness of $356 million.  Standard &
Poor's will withdraw its ratings on Knoll's existing bank loan
upon the closing of the proposed transaction.

"The outlook revision reflects Knoll's improved operating
performance through the first half of 2005, meaningful debt
reduction since the company's August 2004 debt-financed dividend,
and expectations for further improvement and debt repayment," said
Standard & Poor's credit analyst David Kang.

Additionally, as a result of better pricing on the new facility,
the company's lower debt service costs should increase the
company's free operating cash flow available for debt reduction.


KNOLL INC: Moody's Rates $450 Million Sec. Credit Facility at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Knoll Inc.'s
$450 million senior secured credit facility, which is comprised of
a revolver and a term loan.  At the same time, Moody's affirmed
Knoll's corporate family rating at Ba3.  The ratings outlook is
stable.  Moody's will withdraw its ratings on Knoll's $425 million
senior secured term loan and $75 million revolver upon the closing
of the new secured credit facility.

The ratings reflect Knoll's strong brand name, relatively high
margins, its diversified customer and distributor base and its
good market position in its core office systems business of more
than 15%.  The ratings also reflect Knoll's long-standing
reputation for product quality, design and innovation, and a more
favorable outlook for capital spending among the company's largest
customers over the near-to-intermediate term; the company has a
diversified installed customer base of major national and
multinational corporations (installations at such companies
approximates $6.4 billion) that are likely to return to Knoll for
future furnishing requirements for uniformity among their
corporate environments, especially given a significant reduction
in furniture spending in the 2000-2004 period.

The ratings are further supported by the company's historic
emphasis on utilizing cash flow for debt reduction, although the
pace of debt reduction is likely to decrease as the company
approaches its targeted debt levels, and by the company's
conservative track record with regard to capital spending and
expansion, avoiding the need for significant restructuring during
the severe 2000-2003 downturn in the commercial furniture
industry.

The company's business model is defined by a highly variable cost
structure.  Despite a reduction in floor space, Knoll's current
footprint has the capacity to ramp-up production to $1.5 billion
in revenues before expansionary investment is required.
Additionally, sales and orders have shown improvement recently,
and this positive trend is expected to continue over the next year
as Knoll's domestic and international businesses show strength.
As a result, Knoll's cash flow generation and margins should
continue to show improvement.

The ratings are constrained by the cyclical and competitive nature
of the industry, the increase in raw material prices, and by the
continued high oil prices, which may have a cascading effect on
the economy and future capital spending by the company's
customers.  The ratings are also restrained by Knoll's capital
structure decisions such as its recent two fold increase in its
quarterly dividend rate to $.10, which comes on the heels of a
$71 million special one time dividend in August 2004.  The ratings
are further constrained by the company's concentration in office
systems, which account for roughly 57% of the company's revenue,
although the company is attempting to address this risk by
diversifying its price points for office systems as well as by
increasing their focus on other office furniture.

The ratings also recognize potential risks to Knoll from its
highly variable cost structure, such as dependence on suppliers
for needed componentry and vulnerability to rising component
costs.  The company recently implemented price increases for its
products, however price competition remains aggressive in the
industry; further increases in component costs may erode the
benefits of higher prices.

Moody's believes the company's liquidity profile with modest cash
balances ($12 million at June 30, 2005), minimal amortizing debt
payments, expected capacity under its revolver, annual operating
cash flow of over $60 million, minimal defined benefit pension
plan contributions and access to bank and capital markets, should
provide Knoll with adequate liquidity to meet the working capital
needs of its business.

The stable outlook is predicated on Moody's expectation that Knoll
will continue to repay debt with excess cash flow and that Knoll
will maintain its relatively high margins and drive growth in
sales and profits through new product and design introductions,
manufacturing optimization efforts, and low-cost sourcing
arrangements.  The outlook also reflects our expectation that the
company will not undertake additional special dividends or other
relevering transactions, make significant acquisitions, or
aggressively spend on capital expenditures.

The stable outlook reflects:

   * Moody's belief that Knoll's improving credit metrics with
     adjusted EBIT margins (adjusted EBIT/revenue) for the LTM
     ended June 2005 of 10.4% (up from 9.7% in 2004);

   * leverage (adjusted debt/adjusted EBITDA) of 4.3x (down from
     5.2x in 2004); and

   * interest coverage (EBITDA/interest) of 3.4x for the LTM ended
     June 2005 will substantially be maintained even if demand for
     its products moderates.

In accordance with Moody's Global Standard Adjustments, the
following analytical adjustments were made to Knoll's reported
numbers:

   * capitalized operating leases;

   * expensed unrecorded stock compensation (and adjusted cash
     flow for the income tax benefit); and

   * add back the underfunded portion of the company's defined
     benefit pension plan.

A ratings upgrade could be considered if the company's margins
improve closer to its pre 2000 levels of high double digit,
adjusted leverage falls below 4x, and retained cash flow to
adjusted debt approaches the high teens (excluding the $71 million
one time dividend paid in August 2004, the company's retained cash
flow/adjusted debt approximated 13% for the LTM ended June 2005).
However, an upgrade would also be contingent upon the assumption
that Knoll can maintain its improved credit profile in the context
of its strategic objectives, financial policy priorities and the
normal cyclical and seasonal patterns of the industry.

Given the more favorable capital spending outlook and continuing
improvements in leverage, Moody's does not anticipate downward
rating pressure outside of event risk associated with an
unforeseen event or a pull back in demand in commercial furniture
capital spending.  However, an increase in leverage to about 5x
and a retreat in EBIT margins to the mid single digits combined
with a change in its strategy could cause Moody's to revise the
rating down.  A change in its capital structure strategy could
also cause Moody's to revise the rating down.

The Ba3 ratings on Knoll's senior secured term loan and revolver
reflects its subsidiary guarantees and collateral pledges,
although tangible asset coverage is thin.  The lack of notching of
Knoll's senior secured credit facilities over the corporate family
rating reflects the preponderance of this class of debt in the
capital structure.  These facilities are secured by:

   * substantially all of the company's tangible and intangible
     assets;

   * perfected first priority pledges of the company's direct and
     indirect domestic subsidiaries; and

   * 65% of the capital stock of the company's foreign
     subsidiaries.

All borrowings are jointly and severally unconditionally
guaranteed by the company's existing and future direct and
indirect domestic subsidiaries.  The new facility permits the
company to pay up to $25 million of annual dividends and permits
share repurchases.  The facility contains customary limitations
and financial covenants governing maximum total leverage, minimum
interest coverage, and maximum capital expenditures.  The term
loan amortizes 1% per year with a bullet payment due on maturity
(September 2012).  The revolver matures in September 2010.

Ratings assigned:

   * Senior secured revolver at Ba3;
   * Senior secured term loan at Ba3.

Ratings affirmed:

   * Corporate family rating at Ba3.

Knoll is a leading designer, manufacturer and distributor of a
comprehensive portfolio of branded office furniture products,
textiles and accessories.  Revenue for the LTM ended June 2005
approximated $750 million.


LNR CDO: Fitch Affirms Low-B Rating on Two Certificate Classes
--------------------------------------------------------------
Fitch Ratings affirms 12 classes of notes issued by LNR CDO
2002-1.  These affirmations are the result of Fitch's review
process.

These rating actions are effective immediately:

     -- $98,077,000 class A notes affirm at 'AAA';
     -- $80,000,000 class B notes affirm at 'AA';
     -- $25,000,000 class C notes affirm at 'A';
     -- $40,150,000 class D-FX notes affirm at 'A-';
     -- $45,000,000 class D-FL notes affirm at 'A-';
     -- $22,000,000 class E-FX notes affirm at 'BBB';
     -- $33,059,000 class E-FXD notes affirm at 'BBB';
     -- $21,000,000 class E-FL notes affirm at 'BBB';
     -- $25,000,000 class F-FX notes affirm at 'BBB-';
     -- $27,041,000 class F-FL notes affirm at 'BBB-';
     -- $40,032,000 class G notes affirm at 'BB';
     -- $54,042,000 class H notes affirm at 'B'.

LNR is a static collateralized debt obligation managed by LNR
Partners, Inc. which closed July 9, 2002.  The portfolio
supporting LNR is composed of non-investment grade or unrated CMBS
assets.  Included in this review, Fitch Ratings discussed the
current state of the portfolio with the asset manager.  Since LNR
is a static transaction, the asset manager's role is limited to
monitoring and substituting collateral assets that fail to meet
specified eligibility criteria.

Since closing, the collateral has continued to perform.  The
weighted average rating has remained stable at ('B'/'B').  LNR is
passing all of its overcollateralization and interest coverage
tests as measured by the most recent trustee report dated Aug. 22,
2005.  As of the most recent trustee report available, distressed
assets represented 19.9% of the $753.2 million of total collateral
and eligible investments.  Five of the distressed assets,
representing 2.2% of the total collateral, had interest shortfalls
of at least 10%.  However, Fitch has determined that the principal
notes are supported by sufficient credit enhancement levels which
can withstand these interest shortfalls.

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class C, D, E, F, G and H notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

Fitch will continue to monitor LNR CDO 2002-1 closely to ensure
accurate ratings.  Deal information and historical data on LNR CDO
2002-1 is available on the Fitch Ratings web site at
http://www.fitchratings.com/


LNR CDO: Fitch Retains BB Rating on $30.5 Million Class H Notes
---------------------------------------------------------------
Fitch Ratings affirms the ratings of 13 classes of notes issued by
LNR CDO 2003-1, Ltd./Corp., which closed July 2, 2003.  These
rating actions are effective immediately:

     -- $99,160,000 class A notes affirmed at 'AAA';
     -- $78,184,000 class B notes affirmed at 'AA';
     -- $34,000,000 class C-FL notes affirmed at 'A';
     -- $9,860,000 class C-FX notes affirmed at 'A';
     -- $5,000,000 class D-FL notes affirmed at 'A-';
     -- $40,766,000 class D-FX notes affirmed at 'A-';
     -- $48,000,000 class E-FL notes affirmed at 'BBB';
     -- $41,626,000 class E-FX notes affirmed at 'BBB';
     -- $6,000,000 class F-FL notes affirmed at 'BBB';
     -- $44,724,000 class F-FX notes affirmed at 'BBB';
     -- $12,204,000 class G notes affirmed at 'BBB-';
     -- $30,511,000 class H notes affirmed at 'BB';
     -- $43,478,000 class J notes affirmed at 'B'.

LNR CDO 2003-1 is a static collateralized debt obligation managed
by LNR Partners, Inc.  The collateral of LNR CDO 2003-1 is
composed of non-investment grade and unrated collateralized
mortgage-backed securities.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and its portfolio management strategy.

Since the last review the credit quality has improved. The
weighted average rating has improved to 'B+/B' from 'B/B-'.  LNR
CDO 2003-1 is passing all of its overcollateralization,
supplemental OC and interest coverage tests.

The ratings of the class A, B, C-FL and C-FX notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the stated maturity date.  The ratings of
the class D-FL, D-FX, E-FL, E-FX, F-FL, F-FX, G, H and J notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the stated balance of principal by the stated maturity
date.

Fitch will continue to monitor LNR CDO 2003-1 closely to ensure
accurate ratings. Deal information and historical data on LNR CDO
2003-1 is available on the Fitch Ratings web site at
http://www.fitchratings.com/


M/I HOMES: Fitch Holds BB Rating on $200MM Sr. Unsecured Debt
------------------------------------------------------------
Fitch Ratings affirms M/I Homes, Inc.'s (NYSE: MHO) 'BB' senior
unsecured debt and unsecured bank credit facility rating.  This
rating applies to approximately $200 million in outstanding senior
notes.  The Rating Outlook is Stable.

The ratings reflect M/I Homes' sound financial structure,
relatively solid coverage ratios and steady operating performance
consistent with the current point in the housing cycle and the
company's exposure to the Midwest.  M/I Homes' estimated 2005
FFO/interest incurred ratio of 10.7 times (x), EBITDA interest
coverage ratio of 10.3x, and current debt-to-capital ratio of
45.5% are considered very reasonable for the rating and provide
financial flexibility in the event of an economic downturn. The
rating incorporates the potential for leverage to rise somewhat
from current levels.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest M/I Homes' capitalization and size and heavy (although
diminishing) exposure to the Midwest (Columbus, OH, Cincinnati,
OH, and Indianapolis, IN), which is currently the most sluggish
housing region.  Fitch recognizes the company's accelerated
spending on land in 2004 and 2005, noticeably in the robust
markets of Florida and greater Washington, D.C. and expects that
the transition in geographic emphasis and execution of the
communities built out will be handled efficiently and
successfully, without compromising leverage targets.

M/I Homes' recent revenues have been internally generated as it
has not utilized corporate acquisitions.  The company is stepping
up its growth as it channels more capital into its non-Midwestern
operations, especially Florida and greater Washington, D.C.  Land
purchases were $269 million in 2004 and are budgeted to be
approximately $380 million in 2005.  Given this acceleration in
activity, it is unlikely that the company's credit metrics will
much improve from current levels over the short term.

The company, which was the 20th largest U.S. single-family
homebuilder in 2004 as ranked by Builder Magazine, has
demonstrated solid margin enhancement over the recent past with
homebuilding EBITDA margins increasing from 6.5% in 1997 to 14.2%
in 2004 and 12.0% on a trailing 12-month basis from June 30, 2005.

Although M/I Homes has benefited from strong economic conditions,
a degree of margin enhancement is also attributed to broadened new
product offerings and the maturing of key divisions in Florida and
Metropolitan Washington D.C.

In addition, margins have benefited from purchasing, access to
capital, and other scale economies that have been captured by the
large national homebuilders in relation to smaller builders.
These economies, somewhat greater geographic diversification (than
in the past), the company's presale operating strategy, and a
return-on-capital focus provide the framework to soften the margin
impact of declining market conditions in comparison to previous
cycles.

Up until just recently, acquisitions have not played a part in the
company's operating strategy, as management has preferred to focus
on internal growth.  However, in July of this year, the company
did acquire Shamrock Homes, a small privately held homebuilder in
Lake County, FL that is adjacent to the greater Orlando market
where M/I Homes has been building since 1985.  Any future
acquisitions are likely to be relatively small, either bolt-on to
existing operations or entry into new markets.

M/I Homes' inventory turns are slightly below average as compared
with its public peers and have slimmed in recent years as the
company has made a conscious effort to scale up the share of its
communities, which it develops (to the advantage of margins).

Currently, the company develops in excess of 85% of the lots upon
which it builds homes and plans to develop about 80% of its
communities from which it sells product.  M/I Homes maintains an
approximate 7.2 year supply of total lots controlled, based on
trailing 12-month deliveries, and 4.3 years of owned land.  Total
lots controlled were 28,400 at June 30, 2005, 59.5% of which are
owned, and the balance is controlled through options.
Inventory/net debt stood at 2.4x, providing a solid buffer against
a downturn in economic conditions.

Year-end debt-to-capital rather consistently declined from 53.7%
in 1997 to 15.6% in 2002.  Leverage rose to 27.9% in 2003 and
37.5% in 2004, which was below the company's targeted range of
45%-50%.  The debt-to-capital ratio was 45.5% at the end of June
2005.  Total adjusted homebuilding debt-to-adjusted capital was
49.8%.  M/I Homes' off-balance sheet activities are principally
lot options secured by deposits.  Its 25 JVs and LLCs typically
are unlevered with the exception of one LLC.

M/I Homes maintains a $600 million revolving credit agreement of
which $150.9 million were available at the end of the second
quarter of 2005.  The credit facility, which matures in September
2008, includes up to $100 million in letters of credit.  The
credit facility also provides for the ability to increase the loan
capacity up to $750 million upon request by the company and
approval by the lenders.  In September 2004, the company prepaid
its $50 million senior subordinated notes that were due to mature
in August 2006.  M/I Homes has in the past and may continue to
opportunistically repurchase moderate amounts of its stock.  As of
June 30, 2005, M/I Homes had board approval to repurchase
approximately $14.6 million of outstanding common shares.


MCLEODUSA INC: Lenders Extend Forbearance Pact Until Sept. 30
-------------------------------------------------------------
McLeodUSA Incorporated and its lenders have agreed to a further
extension through Sept. 30, 2005, of the forbearance agreement
initially entered into on March 16, 2005, and subsequently
extended to Sept. 9, 2005.

As previously announced, the Company has been negotiating the
terms of a capital restructuring with its lenders.  The parties
agreed to extend the forbearance agreement in order to permit
completion of these negotiations.  Under the terms of the
forbearance agreement, the lenders continue to agree not to take
any action as a result of non-payment by the Company of certain
principal and interest payments and any related events of default
through Sept. 30, 2005.

While the Company has made significant progress in completing
these negotiations, there can be no assurances that the Company
will be able to reach an agreement with its lenders regarding a
capital restructuring on terms and conditions acceptable to the
Company prior to the end of the forbearance period.

In addition, the capital restructuring alternatives being
negotiated with the Company's lenders do not involve any recovery
for the Company's current preferred stock or common stock holders.
Accordingly, the Company does not expect its preferred or common
stockholders to receive any recovery in a capital restructuring.

The Company believes that by not making principal and interest
payment on the credit facilities, cash on hand together with cash
flows from operations are sufficient to maintain operations in the
ordinary course without disruption of services or negatively
impacting its customers or vendors.  The Company remains committed
to continuing to provide the highest level of service to its
customers and to maintaining its strong supplier relationships.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services, in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Company filed for
chapter 11 protection on Jan. 30,2002 (Bankr. D. Del. Case No. 02-
10288).  Eric M. Davis, Esq., and Matthew P. Ward, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtor.
When the Debtor filed for chapter 11 protection, it listed total
assets of $4,792,600,000 and total debts of $4,566,200,000.  The
Court confirmed the Debtor's chapter 11 plan on April 5, 2003, and
the Plan took effect on April 16, 2002.  The Court formally closed
the case on May 20, 2005.

At June 31, 2005, McLeodUSA Inc.'s balance sheet showed an
$84,715,000 stockholders' deficit, compared to a $63,941,000
deficit at Dec. 31, 2004.


MARKWEST HYDROCARBON: Lenders Waive Filing Requirement to Sept. 31
------------------------------------------------------------------
Markwest Hydrocarbon, Inc. (Amex:MWP) received an extension of the
waiver of the covenant contained in its Credit Agreement requiring
that the Company deliver its audited financial statements to the
Lenders by March 31, 2005.  The Company had previously been
granted a waiver of the covenant through August 31, 2005.  The
previously granted waiver has now been extended to September 30,
2005.

                    AMEX Compliance Update

The Company also received a letter from the American Stock
Exchange advising that AMEX had accepted the Company's updated
Plan of Action to bring it back into compliance with the
Exchange's listing requirements by October 15, 2005.  The Company
is currently not in compliance with the continued listing
standards of the Exchange as a result of the Company's failure to
timely file certain Form 10-Ks and Form 10-Qs with the Securities
Exchange Commission, but under this accepted Plan of Action,
listing is being continued pursuant to an extension of the
previous AMEX filing compliance date.

The updated Plan of Action establishes a schedule for the Company
to complete and file its Annual Report on Form 10-K for year ended
December 31, 2004, and its restated financial statements, Forms
10-Q/A for the first three quarters of 2004, and its Quarterly
Reports on Form 10-Q for the first and second quarters of 2005.

"We are pleased that AMEX and our lenders have granted these
extensions, however, this has in no way impacted the urgency and
our focus on completing the MarkWest Hydrocarbon financial
statements," said Frank Semple, President and Chief Executive
Officer.  "We are continuing to work diligently with our outside
auditors to complete these filings as soon as possible."

MarkWest Hydrocarbon, Inc. (Amex: MWP) controls and operates
MarkWest Energy Partners, L.P. (Amex: MWE), a publicly-traded
limited partnership engaged in the gathering, processing and
transmission of natural gas; the transportation, fractionation and
storage of natural gas liquids; and the gathering and
transportation of crude oil.  The Company also markets natural gas
and NGLs.


MERIDIAN AUTOMOTIVE: Committee Taps Bifferato to Litigate Lenders
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 9, 2005, the Official Committee of Unsecured Creditors
appointed in Meridian Automotive Systems, Inc., and its debtor-
affiliates' chapter 11 cases filed an Adversary Proceeding against
the First Lien Lenders and Second Lien Lenders to invalidate their
liens.

The Committee asks permission from the U.S. Bankruptcy Court for
the District of Delaware to retain Bifferato, Gentilotti, Biden &
Balick, P.A., as its special conflicts counsel, effective as of
Aug. 26, 2005, in connection with the adversary proceeding it has
commenced against some of the Debtors' prepetition lenders.

Ashby & Geddes, P.A., the Committee's local counsel, is unable to
represent the Committee in the Adversary Proceeding on account of
some conflicts of interest.

The Committee believes that Bifferato is well qualified to
represent it in the Adversary Proceeding because it has
substantial experience in bankruptcy, including bankruptcies
involving insolvency, corporate reorganization and
debtor/creditor law and commercial law.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, tells the Court that Bifferato's services will be
limited to the causes of action asserted by the Committee against
the defendants in the Adversary Proceeding.

Bifferato will be paid in accordance with the firm's ordinary and
customary hourly rates:

      Professional                 Position          Rate
      ------------                 ---------         ----
      Ian Connor Bifferato         Director          $325
      David W. deBruin             Associate         $265
      Joseph K. Koury              Associate         $225
      Garvan F. McDaniel           Associate         $225
      Jennifer M. Randolph         Paralegal         $115
      Jennifer J. Harris           Paralegal         $115

Bifferato will also be reimbursed of all costs and expenses it
reasonably incurs in connection with its services.

Ian Connor Bifferato, Esq., a director at Bifferato, assures
Judge Walrath that the firm is disinterested within the meaning
of Section 101(14) of the Bankruptcy Code.

Mr. Bifferato adds that his firm does not represent nor hold an
interest that is adverse to the Debtors with respect to the
matters on which it is to be employed.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Court Approves Key Employees' Severance Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Meridian Automotive Systems, Inc., and its debtor-affiliates'
severance plan that expands severance protection to the remainder
of their Key Employees and to a select group of other critical
employees.

As previously reported in the Troubled Company Reporter on
Aug. 1, 2005, the Debtors will offer the Severance Plan for
involuntary termination without cause to all 64 of the Key
Employees who are included in the KERP, as well as a select group
of 24 employees who provide important services to the Debtors.

The Severance Plan has Tiers 1(a), 1(b), 2, and 3, comprised of
the same Key Employees included in the KERP tiers, plus a fourth
tier, comprised of the additional important employees who are not
included in the KERP.

The specific payment structure for the Severance Plan
Participants is:

   Tier   No. of Employees    Severance Multiple   Total Payout
   ----   ----------------    ------------------   ------------
   1(a)           1           2.0x annual salary    $1,100,000
   2              5           1.0x annual salary     1,044,000
   3             54            0.5 annual salary     3,301,000
   4             24            0.5 annual salary     1,304,000

In addition to cash payouts, employees would continue to be
eligible to receive health care benefits for the lesser of:

   (i) six months to 24 months, in parallel to the length of
       salary coverage by each of their tiers; and

  (ii) the period of time between the termination of the
       employee's tenure with the Debtors and the point at which
       the employee is eligible to receive health care benefits
       from a subsequent employer to the Debtors.

                        Court's Ruling

Judge Walrath approves the Debtors' Severance Plan.  The Debtors'
obligations under the Severance Plan will be deemed allowed
administrative expense claims entitled to priority of payment
pursuant to Sections 503(b)(1)(A) and 507(a)(1) of the Bankruptcy
Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Court Approves Annual Incentive Program
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Meridian Automotive Systems, Inc., and its debtor-affiliates'
Annual Incentive Program that is tied to the achievement of a
financial benchmark for fiscal year 2005.

As previously reported in the Troubled Company Reporter on
Aug. 1, 2005, the salient features of the Annual Incentive Program
are:

   (a) The Debtors' Chief Executive Officer and the President
       have the discretion to select among eligible employees to
       participate in the AIP;

   (b) To be eligible to participate in the AIP, a current
       employee must:

       -- be in a salaried management position;

       -- have completed one year of service on or before
          Dec. 31, 2004; and

       -- have been actively at work on that date;

   (c) AIP Participants will be eligible for bonus payments, at
       the discretion of the CEO and President, if the Debtors
       reach the established financial benchmark;

   (d) For fiscal year 2005, the financial target that must be
       met for any payments to be made under the AIP is $75
       million of consolidated earnings before interest, taxes,
       depreciation, amortization, and restructuring costs and
       before payments under the AIP;

   (e) The Debtors' projections for fiscal year 2005 call for an
       EBITDAR of $69.9 million.  However, only if the Debtors
       achieve the Performance Target of at least $75 million
       will the CEO and President distribute bonus payments from
       a bonus pool of $1 million to AIP Participants in
       recognition of their individual contributions to the
       Debtors' achievement of the Performance Target;

   (f) The AIP is restricted in that any individual cannot receive
       more than 10% of the AIP bonus pool.  The CEO and President
       have the sole discretion to determine which AIP
       Participants will receive bonuses and the amount of each
       individual AIP Participant's bonus; and

   (g) The maximum aggregate cost of the AIP would be $1 million,
       but payments will only be made if the Debtors demonstrate
       their ability to pay through successful financial
       performance.

                         Court's Ruling

Judge Walrath approves the Debtors' Annual Incentive Program for
2005.  The Court rules that the Debtors' obligations under the
AIP will be deemed allowed administrative expense claims entitled
to priority of payment pursuant to Sections 503(b)(1)(A) and
507(a)(1) of the Bankruptcy Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


NAVIGATOR GAS: Panel Wants Final Report Filing Deadline Extended
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Navigator Gas
Transport PLC and certain of its subsidiaries ask the U.S.
Bankruptcy Court for the Southern District of New York to extend,
until March 17, 2006, the deadline for it to file a final report.

The Committee is responsible for filing the closing report after
the Bankruptcy Court confirmed its First Amended Joint Plan of
Reorganization on March 17, 2004.

The Committee tells the Bankruptcy Court that it cannot file the
closing report and final decree before the Sept. 17, 2005 deadline
because of unresolved matters related to the winding up
proceedings of the Debtors' businesses in the Isle of Man as well
as the claims resolution process.

Headquartered in Castletown, Isle of Man, Navigator Gas Transport
PLC, transports liquefied petroleum gases and petrochemical gases
between ports throughout the world.  The Company along with its
debtor-affiliates filed for chapter 11 protection on Jan. 27, 2003
(Bankr. S.D.N.Y. Case No. 03-10471).  Adam L. Shiff, Esq., at
Kasowitz, Benson, Torres & Friedman LLP represents the Debtors in
the United States.  When the Company filed for protection, it
listed $197,243,082 in total assets and $384,314,744 in total
debts.


NORTHWEST AIRLINES: Laying Off Striking 900 Cleaners & Custodians
-----------------------------------------------------------------
Martin J. Moylan and Julie Forster writing for the Knight Ridder
Newspapers report that Northwest Airlines and the Aircraft
Mechanics Fraternal Association went back on the negotiating table
to discuss a new set of concessions.  The airline says it will lay
off about two-thirds of its remaining mechanics and cleaners as it
tries to make a $203 million in annual wage and other savings from
the union.

Northwest previously asked the AMFA for a $176 million cut from
its annual wage and other savings.  This translated to a 25% cut
on benefits and wages but would have provided jobs for about 2,740
employees.  With rising fuel costs and the company's worsening
financial condition requires it to increase its savings target.
In a regulatory filing, the airline said it will probably lose as
much as $400 million this quarter, partly due to rising fuel
costs.

If Union representatives were unhappy with the previous offer,
they are now incredulous with the airline's new demands, the
Knight Ridder relates.  Under Northwest's proposal, the airline
would keep 820 AMFA mechanics combined in the Twin Cities and
Detroit, along with 200 in Duluth.  The company told the AMFA that
it will retrench 900 striking cleaners and custodians.

Also, Northwest threatens to permanently replace all striking AMFA
members if an agreement is not reached tomorrow.  The company is
confident it can maintain smooth aircraft maintenance and flight
operations despite using temporary labor, the Knight Ridder
reports.

Analysts said in reports that by giving the striking mechanics an
ultimatum, Northwest is trying to find cracks in the union's
resolve.  At the same time, the experts said, the company's move
can intimidate other unions to comply more readily.  Or the move
could cause the unions to boycott the company ultimately.

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.

                         *     *     *

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 Corp.'s common shares closed at $3.52 on
Friday.  The stock was at $11 per share in December.


NORTHWEST AIRLINES: FAA & DOT Probes Possible Maintenance Problems
------------------------------------------------------------------
The Federal Aviation Administration and the Department of
Transportation is investigating Northwest Airlines Corporation
over possible maintenance problems.

As reported in the Troubled Company Reporter on Aug. 22, 2005,
Northwest Airlines continues to operate its normal schedule
despite the failure to reach a consensual agreement with the
4,400-member Aircraft Mechanics Fraternal Association.  Northwest
has been using replacement workers, outside contractors and
managers to maintain its aircraft fleet.

O. V. Delle-Femine, AMFA national director, authorized a
nationwide strike against Northwest Airlines which commenced at
12:01 a.m. on Saturday, Aug. 20, 2005.  The decision came after
the carrier's last-best-and-final offer, presented on Thursday
afternoon in last-ditch negotiations, contained even harsher terms
than Northwest's prior offer.

An FAA inspector raised concerns about maintenance oversight at
the fourth-biggest US carrier.

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.


NUECES PETROLEUM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Nueces Petroleum Corporation
        P.O. Box 16441
        Sugar Land, Texas 77496

Bankruptcy Case No.: 05-44617

Type of Business: The Debtor is an oil and gas producer.

Chapter 11 Petition Date: September 9, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Richard L Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, Texas 77019
                  Tel: (713) 960-0277

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
BCH Enterprises, Inc.                           $282,000
14182 Cochran Road
Waller, TX 77484

Wolf Point Ranch, LLC                           $250,000
c/o Robert Houston
P.O. Box 2329
Victoria, TX 779802

Viper Well Ser., LLC                             $87,945
Rt 1, Box 300
El Campo, TX 77437

Holoway Jones Law Firm, PLLC                     $69,512

Ambar Drilling Fluids, LP, LLP                   $39,805

Oil & Gas Rental Services, Inc.                  $35,867

Wood Group Lgging Services                       $20,235

Mauritz & Couey                                  $16,707

Simons Petroleum                                 $14,155

National Oilwell                                 $10,098

Jones & Allen                                    $9,380

K & K Repair                                     $8,692

John Perryman                                    $7,656

HB Rentals                                       $5,575

Cross Roads Oil Field Supply                     $5,272

Superior Energy Services                         $4,700

Burleson Services, Inc.                          $4,168

NES Corp                                         $4,022

Warrior Supply                                   $3,956

United Surveys Inc.                              $3,805


PHARMACEUTICAL FORMULATIONS: Employs Executive Sounding as CFO
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Pharmaceutical Formulations, Inc., permission to employ Executive
Sounding Board Associates Inc., as its interim chief financial
officer and management consultants.

Pursuant to the Engagement Agreement between the Debtor and
Executive Sounding, Robert D. Katz, a Managing Director of the
Firm, has been appointed to act as the Debtor's Interim Chief
Financial Officer.

Mr. Katz will assist the Debtor in its operations and in managing
its chapter 11 efforts, including negotiating with parties-in-
interest, and coordinating the working group of the Debtor's
employees and external professionals who are assisting the Debtor
in maximizing the value of its estate through consummation of an
asset sale.  Mr. Katz charges $335 per hour for his services.

As management consultants, Executive Sounding will:

   1) assist the Debtor in negotiating a new loan agreement with
      CIT Group/Business Credit, Inc., or other lenders;

   2) work with the Debtor's professionals in negotiating with
      potential purchasers, creditors and other parties-in-
      interest;

   3) prepare and develop financial projections, including balance
      sheet, income statement, cash flow, collateral and other
      supporting schedules and assumptions; and

   4) provide all other management consulting services to the
      Debtor that are necessary in its chapter 11 case.

Mr. Katz disclosed that Executive Sounding received a $25,000
retainer.  Mr. Katz reports that professionals from Executive
Sounding who will perform services to the Debtor will charge from
$280 up to $345 per hour.

Executive Sounding assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

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


PHARMACEUTICAL FORMULATIONS: SSG Approved as Investment Bankers
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Pharmaceutical Formulations, Inc., permission to employ SSG
Capital Advisors, L.P. as its investment bankers.

SSG Capital will:

   1) prepare an offering memorandum describing the Debtor, its
      historical performance and prospects, including existing
      contracts marketing and sales, labor force and management
      and anticipated financial results;

   2) coordinate the execution of confidentiality agreements for
      potential buyers wishing to review the offering memorandum
      and assist the Debtor in coordinating site visits for
      interested buyers and working with the management team to
      develop appropriate presentations for those visits;

   3) assist the Debtor in developing a list of suitable potential
      buyers who will be contacted on a discrete and confidential
      basis after approval as to each name by the Debtor;

   4) solicit and analyze competitive offers from potential buyers
      as authorized by the Debtor in each instance and assist the
      Debtor and its attorneys and accountants, as necessary, in
      closing any possible asset sale; and

   5) provide all other investment banking advisory services to
      the Debtor that are necessary in its chapter 11 case.

J. Scott Victor, a Managing Director of SSG Capital, disclosed
that his Firm received an Initial Fee of $20,000.

Mr. Victor reports that SSG Capital will be paid:

   1) a monthly Advisory Fee of $20,000 to be paid on the first
      day of each month during the term of the engagement;

   2) upon closing of a sale or transfer, directly or indirectly,
      of all or a significant portion of the Debtor's assets or
      securities, or any other extraordinary corporate
      transaction, a Sale Fee equal to $225,000 plus 2% of the
      Total Consideration for a sale in excess of $24 million; and

   3) reimbursement of all necessary and reasonable out-of-pocket
      expenses incurred by SSG Capital in connection with its
      duties during its engagement by the Debtor

SSG Capital assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

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


QUEBECOR WORLD: S&P Lowers Corporate Credit Rating to BB+
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
printing company Quebecor World Inc., including its long-term
corporate credit rating to 'BB+' from 'BBB-'.  At the same time,
the ratings were removed from CreditWatch, where they were placed
with negative implications May 11, 2005, following the company's
announcement of a normal course issuer bid and weaker-than-
expected earnings.  The outlook is currently negative.

The downgrade follows Montreal, Quebec-based Quebecor World's
announcement of a normal course issuer bid to purchase and cancel
up to 7.3 million of its subordinate voting shares for a total
consideration of about C$180 million (based on the May 10, 2005,
closing stock price).

"Standard & Poor's does not view the NCIB to be in line with a
moderate financial policy given the company's soft operating
performance, credit ratios that were weak for an investment grade
company, and difficult operating environment," said Standard &
Poor's credit analyst Lori Harris.

Furthermore, Quebecor World's financial profile has been weak for
the ratings for a number of years, and is expected to remain below
average in the medium term given the challenging environment.

The ratings on Quebecor World reflect the company's relatively
aggressive financial profile and policy, weakness in earnings
despite restructuring efforts, and difficult industry conditions.
These factors are partially offset by Quebecor World's position as
one of the world's largest printers, supported by its product and
global diversity.

The negative outlook reflects S&P's concerns regarding the
challenges faced by the company given its weak operating
performance and difficult industry fundamentals.  Downward
pressure on the ratings could come from the ongoing deterioration
in Quebecor World's operations and/or weakness in credit
protection measures or liquidity.  In the medium term, there are
limited prospects for the ratings to be raised.  The outlook could
be revised back to stable if the company demonstrates improved
operating performance.


SAINT VINCENTS: Court Allows $2 Million Payment to Lien Claimants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to settle lien claims in an aggregate amount
not to exceed $3 million without further Court order.

As previously reported in the Troubled Company Reporter, the
Debtors sought authority from the Bankruptcy Court to pay
prepetition claims relating to construction and other lien
claimants in amounts, necessary or appropriate to:

    (a) obtain release of critical or valuable goods, materials or
        equipment that may be subject to liens, and

    (b) maintain a reliable, efficient and smooth construction,
        repair and maintenance system.

In the event the Debtors seek to pay an aggregate of Lien Claims
in excess of $2 million, the Debtors will provide the Official
Committee of Unsecured Creditors seven calendar-days' advance
written notice.  If the Committee objects to the payment within
the Notice Period, the Debtors will not make any Lien Claim
payment until further hearing before the Court and submission of
an amended order.

A list of the Lien Claimants is available at no charge at:

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

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: Submits Sale and Bid Procedures for Parson Sale
---------------------------------------------------------------
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 to approve the Bidding and Auction Procedures
related to the sale of their Parson Manor Property.

As previously reported in the Troubled Company Reporter, Kinchung
Lam has agreed to subject its $12.5 million bid to buy the
Debtors' Parson Manor Property to competing offers.

The Debtors will entertain competing offers for the Property and
will hold an auction for the Property on these terms:

(A) Any party wishing to conduct due diligence on the Property
     will be granted access to the Property and to all relevant
     information necessary to enable the party to evaluate the
     Property for the purpose of submitting a competing offer.
     Prior to access, the prospective offeror will be required to
     execute a confidentiality agreement and access agreement
     with SVCMC, and delivery of its certified financial
     statements for the preceding two years to SVCMC;

(B) To be considered, each competing offer must:

     (1) be irrevocable on the earliest of:

          * the closing date of the sale of the Property; or

          * 45 days after the Auction;

     (2) be made by a party satisfying specified conditions;

     (3) be submitted in writing on September 23, 2005; and

     (4) include the Competing Offeror's:

          * statement of intent to bid at the Auction;

          * written agreement reflecting a purchase price for
            the Property that exceeds $12,500,000, by at least
            $50,000, together with a copy of the agreement
            marked to show the specific modifications, if any,
            to the Sale Agreement that the Competing Offeror
            requires;

          * evidence of its ability to consummate a transaction
            within three business days after approval of the Sale
            and to perform under the Lease; and

          * deposit of $1,250,000, which will be held in escrow
            for so long as the competing offer remains open;

(C) Competing offers must be unconditional and not contingent
     on any event, including, without limitation, any due
     diligence investigation, the receipt of financing or the
     receipt of any further approval, including without
     limitation, from any board of directors, shareholder, or
     otherwise;

(D) If SVCMC does not receive any qualified competing offers,
     then SVCMC, in its sole discretion, may elect to forego
     the Auction, deem Kinchung Lam as the Successful Offeror
     and the offer for the sale of the Property as the Final
     Auction Offer;

(E) The Auction will be conducted by SVCMC or its
     representatives and will commence on September 26, 2005;

(F) At the commencement of the Auction, SVCMC will announce the
     Initial Auction Offer.  All bids will be increased in
     increments of no less than $50,000;

(G) After the conclusion of the Auction, and after consultation
     with the Official Committee of Unsecured Creditors, SVCMC
     will select the highest and best offer for the Property,
     inform the Successful Offeror and notify the Court of the
     selection;

(H) In the event the Successful Offeror fails to consummate
     the transaction because of its breach of the agreement
     with SVCMC, the Debtor may request authority to consummate a
     transaction with the Competing Offeror with the next
     highest and best offer at the final price and terms bid at
     the Auction;

(I) No offer will be deemed accepted without the Court's
     approval; and

(J) SVCMC reserves the right to reschedule the Auction and to
     establish change or modify the rules for the conduct of
     the Auction.

Stephen B. Selbst, Esq., at McDermott Will & Emery LLP, in New
York, contends that the Bidding and Auction Procedures afford
potential purchasers a reasonable opportunity to investigate
Parsons Manor.  The Procedures also afford SVCMC the requisite
time to consider and evaluate competing offers.

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


SEACOR HOLDINGS: S. Webster & C. Regan Complete 12-Member Board
---------------------------------------------------------------
SEACOR Holdings Inc. (NYSE: CKH) expanded its Board of Directors
to twelve members and added Messrs. Steven Webster and Christopher
Regan to fill two newly created positions.

Mr. Webster is President and Co-Managing Partner of Avista Capital
Partners LP, an investment partnership which focuses on the
energy, media and healthcare industries.  From 2000 through June,
2005, Mr. Webster was Chairman of Global Energy Partners, an
affiliate of Credit Suisse First Boston's Alternative Capital
Division.  From 1988 through 1997, Mr. Webster was Chairman and
CEO of Falcon Drilling Company, Inc., an offshore drilling company
he founded, and through 1999, served as President and CEO of R&B
Falcon Corporation, the successor to Falcon formed through its
merger with Reading & Bates Corporation and Cliffs Drilling
Company.  Mr. Webster served as Vice Chairman of R&B Falcon until
2001 when it merged with Transocean, Inc.  Mr. Webster serves on
the Board of Directors of Carrizo Oil & Gas, Inc., Grey Wolf,
Inc., Basic Energy Services Inc., Crown Resources Corporation,
Brigham Exploration Company, Goodrich Petroleum Corporation and
various private companies.

Mr. Regan is co-founder and managing director of The Chartis
Group, a management consultancy group, with offices in New York,
Boston, Chicago and San Francisco, offering strategic, operational
and organizational advice to leading healthcare providers,
suppliers and payers across the U.S. Mr. Regan was formerly a
senior partner with CSC Healthcare / APM Consulting.  Prior to co-
founding The Chartis Group in 2001, Mr. Regan served as President
of H- Works, the consulting division of The Advisory Board
Company.  Mr. Regan also serves as a Trustee of Hamilton College,
Lawrence Hospital Center in Bronxville, New York and Ascension
Health Ventures.

SEACOR Holdings -- http://www.seacorholdings.com/-- is a global
provider of marine support and transportation service, primarily
to the energy and chemical industries. SEACOR and its subsidiaries
provide customers with a full suite of marine-related services
including offshore services, U.S. coastwise shipping, inland river
services, helicopter services, environmental services, and
offshore and harbor towing services.  SEACOR is uniquely focused
on providing highly responsive local service, combined with the
highest safety standards, innovative technology, modern efficient
equipment, and dedicated, professional employees.

                          *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Moody's Investors Service downgraded the ratings on SEACOR
Holdings Inc.'s senior unsecured notes to Ba1 from Baa3 and
upgraded the ratings on Seabulk International, Inc.'s senior
unsecured notes to Ba3 from B2 following the closing of SEACOR's
acquisition of Seabulk on July 1, 2005.  Moody's said the outlook
is stable.


SEARS HOLDINGS: Reports Second Quarter Financial Results
--------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) issued its financial
statements for the quarter ended July 30, 2005.

As of July 30, 2005, Sears Holdings' balance sheet showed
approximately $30 billion of assets and $11 billion of positive
shareholder equity.

During the quarter ended July 30, 2005, the Company spent
$114 million on capital expenditures compared to $69 million and
$218 million spent by Kmart and Sears, respectively, during their
second quarters of the prior year.

               Comparable Sales in Second Quarter

Kmart comparable store sales and total sales decreased 0.3% and
3.2% for the 13-week period ended July 30, 2005 compared to the
13-week period ended July 28, 2004.  Total sales were negatively
impacted by a reduction in the total number of operating Kmart
stores.  While Kmart's same-store sales declined as a result of
lower transaction volumes, several businesses, including apparel,
had positive same-store sales during the period.

Sears Domestic sales declined 3.0% for the quarter.  The decline
was due to a 7.4% decrease in domestic comparable store sales
partially offset by strong home services sales.  The decline in
Sears Domestic comparable store sales reflects efforts initiated
in 2005 to improve gross margin by reducing reliance on certain
promotional events and reducing inventory levels to lower
merchandise holding costs.

Operating income for the quarter increased $49 million reflecting
the inclusion of Sears, which had $225 million in operating income
in the quarter, partially offset by $68 million less in gains on
the sale of assets realized this year and $42 million in
restructuring charges recognized in the current quarter related to
the merger.  In addition, the effect of purchase accounting
adjustments that resulted from the merger reduced operating income
by $75 million.  On a combined basis, the merger-related
restructuring charges and purchase accounting adjustments reduced
reported earnings per share by $0.41 for the quarter.  These
costs were partially offset by bankruptcy-related recoveries of
$15 million ($0.06 per share).  Going forward, purchase accounting
adjustments will continue to impact the Company's reported EPS
although they should not impact its cash flows.

A $90 million after-tax charge was recorded as a cumulative effect
of change in accounting in the first quarter of 2005 resulting
from the Company's decision to change its method of accounting for
certain indirect overhead costs included in inventory.

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SEARS HOLDINGS: Names Aylwin B. Lewis as CEO & President
--------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) reported several
organizational and executive changes effective September 30, 2005.

Aylwin B. Lewis will assume the position of Chief Executive
Officer and President of Sears Holdings, with responsibility for
the Company's 3,900 stores, as well as home services, finance,
legal, supply chain, information technology, and human resources.

Edward S. Lampert, Sears Holdings' Chairman, will lead Sears
Holdings' initiatives to become more responsive to its customers.
Mr. Lampert will direct the marketing, merchandising, design, and
on-line businesses of Sears Holdings, as well as Lands' End, to
ensure that these initiatives are clearly focused on responding to
customer needs.

William C. Crowley, Sears Holdings' Chief Financial Officer, will
assume additional responsibilities associated with the newly
created role of Chief Administrative Officer.

Alan J. Lacy will continue to serve as Vice Chairman and a
Director and as a member of the Office of the Chairman.  Mr. Lacy
will also continue to serve as the Chairman of the Board of
Directors of Sears Canada and, together with Mr. Lampert, will
focus on merger integration and strategic issues.

Mr. Lampert said, "Alan, Aylwin and I believe these changes will
achieve greater clarity in our operating management and align this
corporate structure with our vision of Sears Holdings.  Our goal
is to build one company with multiple ways of connecting with our
customers, including our various store formats, on-line offerings,
service relationships, and credit products.  Alan will continue to
make substantial contributions to Sears Holdings and to provide
his leadership and judgment on our merger integration
opportunities and strategic issues."

Mr. Lacy said, "As a result of the hard work and commitment of the
Sears Holdings executives and associates, we have made rapid
progress in integrating the two companies.  This is the next
logical step in the transformation of the Company into a more
customer-focused organization."

Mr. Lewis said, "Sears Holdings has the potential to be a great
retailer, and we are striving to create a great retail experience
for consumers wherever and however they choose to shop. Our focus
will be the customer."

Sears Holdings Corporation -- http://www.searshc.com/-- is the
nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,800
full-line and specialty retail stores in the United States and
Canada.  Sears Holdings is the leading home appliance retailer as
well as a leader in tools, lawn and garden, home electronics and
automotive repair and maintenance.  Key proprietary brands include
Kenmore, Craftsman and DieHard, and a broad apparel offering,
including such well-known labels as Lands' End, Jaclyn Smith and
Joe Boxer, as well as the Apostrophe and Covington brands.  It
also has Martha Stewart Everyday products, which are offered
exclusively in the U.S. by Kmart and in Canada by Sears Canada.

                         *     *     *

As reported in the Troubled Company Reporter on March 31, 2005,
Moody's Investors Service affirmed the Ba1 senior implied rating
of Sears Holding Corporation.  Moody's said the rating outlook is
stable.

Ratings assigned:

     Sears Holdings Corporation

        * Senior implied rating at Ba1;
        * Senior unsecured issuer rating at Ba1; and
        * $4 billion senior secured revolving credit facility
          at Baa3.

As reported in the Troubled Company Reporter on March 30, 2005,
Fitch Ratings assigned a 'BB' rating to Sears Holdings senior
unsecured debt, with a negative outlook.

At the same time, Standard & Poor's assigned its 'BB+' corporate
credit rating to Sears Holdings, with a negative outlook.


SELECT MEDICAL: S&P Rates Proposed $250 Million Notes at B-
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Select Medical Holdings Corp.'s proposed $250 million senior
unsecured floating-rate notes due 2015, issued under Rule 144A.
Proceeds will be used to redeem preferred stock.

Existing ratings on Select Medical Corp., including the 'B+'
corporate credit rating, were affirmed.  The outlook is negative.
Debt outstanding (pro forma for the new issue) is about $1.8
billion.

"The low-speculative-grade rating on Select Medical reflects the
company's relatively narrow service niche as an operator of long-
term acute-care (LTAC) hospitals and outpatient rehabilitation
clinics," said Standard & Poor's credit analyst David Peknay.

In addition, approximately half of the company's revenues are
derived from Medicare, which presents regulatory and reimbursement
risks.  The rating also reflects Select Medical's expansion
efforts and debt-laden capital structure.  Though the company has
demonstrated the ability to reduce debt, its aggressive financial
policy (which we believe includes the possibility of additional
debt-financed preferred stock redemptions) will likely keep debt
levels high, consistent with the rating category.

Through acquisitions and new development, Select Medical has
established itself as the largest operator of LTAC hospitals in
the U.S. and the second-largest operator of outpatient
rehabilitation clinics.  The company operates:

   * 98 LTACs in 26 states,
   * 4 inpatient rehabilitation hospitals, and
   * 740 outpatient rehabilitation clinics in the U.S. and Canada.

Its LTAC portfolio includes nearly one-third of the entire LTAC
market, which comprises about 320 facilities.  All but a few of
Select's hospitals operate in a "hospital-within-a-hospital"
business model, with each separately licensed facility residing in
leased space within general acute-care hospitals.


SELECT MEDICAL: Moody's Junks Proposed $250 Million Notes
---------------------------------------------------------
Moody's Investors Service assigned a rating of Caa1 to the
proposed offering of $250 million in senior unsecured notes by
Select Medical Holdings Corporation, the parent company of Select
Medical Corporation.  The proceeds of the proposed offering will
be used to redeem $250 million of preferred equity contributed to
the company by a financial sponsor group consisting of Welsh
Carson Anderson & Stowe and Thoma Cressey Equity Partners in the
leveraged buy-out of Select Medical that closed in February 2005.

The ratings of Select Medical's existing debt were affirmed.  The
corporate family rating of B1 has been reassigned to Holdings so
that it now resides at the highest entity within the corporate
structure with rated debt.  The outlook for the ratings is
negative.

The ratings reflect:

   * the high lease-adjusted leverage of the company;

   * very high debt to book capital;

   * lease-adjusted debt well in excess of revenues; and

   * the potential decrease in Medicare reimbursement in 2006 from
     the proposed re-weighting of long-term acute care hospital
     diagnostic related groups resulting in reduced cash flows.

The ratings also reflect the constraints on free cash flow
resulting from higher than normal levels of capital expenditures
expected for the next few years to address the transition of
certain facilities subject to changes in the Medicare regulations
affecting long-term acute care hospital-within-hospital providers.
The new rules entail limiting Medicare reimbursement for admission
to these facilities from the host hospitals.  Select Medical
operates 94 of its 98 facilities using the HIH model.

However, Moody's understands that only 27 of these facilities will
require the significant capital investment required for the
acquisition or renovation of new free-standing facilities.  At the
remaining HIH facilities, the company will address the HIH issue
by managing admissions from the host hospital and other
initiatives.

Also considered in the ratings is:

   * the fact that Select Medical is one of the largest LTACH
     providers, operating almost one third of the national number
     of LTACHs;

   * strong operating cash flow generation; and

   * solid margin performance.

The company also benefits from diversity in its revenue streams
provided by its operations of inpatient rehabilitation facilities
and outpatient rehabilitation centers.  Approximately 70% of the
revenue in the outpatient rehabilitation sector is from commercial
and managed care payors, thereby alleviating the reliance on
Medicare reimbursement that is inherent in the LTACH sector.

The ratings also reflect favorably on the fact that the company
appears to be ahead of plan in addressing the HIH issue at its
facilities.  The company has already closed on or is in contract
for the acquisition of several sites where it will convert its HIH
facilities to free-standing facilities.  These developments have
resulted in increased capital spending in the current period and
should cause future capital spending to be below the originally
planned levels.  This also alleviates some of the uncertainty
associated with the transition plan, including concerns about
whether appropriate sites could be developed or acquired before
the phase-in of the rules affected by Medicare reimbursement.

The negative outlook reflects Moody's belief that the current
transaction and ensuing conversion to debt of a significant
portion of equity, only seven months after the closing of the
leveraged buy-out of the company, considerably limits the
company's financial flexibility.  Moody's believes that financial
flexibility is especially important in this period in which Select
Medical is facing an expected reduction in Medicare reimbursement
and changes in Medicare regulations affecting HIHs.  Additionally,
while Moody's expected a reduction in leverage following the LBO
transaction, the return to leverage similar to that incurred in
the LBO indicates management's acceptance of the risks and reduced
flexibility associated with operating at these levels.

Moody's does not foresee an upgrade in the ratings in the near
term given the high overall leverage of the company following the
proposed transaction and the uncertainty related to changes in
Medicare reimbursement and the HIH transition.  However, if the
company is not materially affected by the Medicare LTACH DRG re-
weighting, and if it continues to effectively execute on its
transition plans ahead of schedule, and it can show a material
reduction in absolute debt levels as well as in overall leverage
throughout the transition period, Moody's could return the ratings
outlook to stable.  If the company is able to achieve a
sustainable level of free cash flow in the 10-15% range, Moody's
could upgrade the ratings.

If the company is not expected to sustain a level of free cash
flow to debt of approximately 7% (excluding transition costs),
either because the DRG re-weighting has a more pronounced effect
on reimbursement than expected or because the company experiences
difficulties transitioning its affected HIH facilities to free-
standing operations, Moody's would likely consider a downgrade in
the ratings.  Additionally, if the company were to engage in any
debt-financed acquisition or development activity resulting in
increased leverage before completing the transition of its
affected HIH facilities, Moody's would consider a ratings
downgrade.

Pro forma for the proposed transaction for the twelve months ended
June 30, 2005, Select Medical's cash flow coverage of debt would
have been weak for the B1 rating category.  Adjusted cash flow
coverage to adjusted debt would have been approximately 9% and
adjusted free cash flow coverage to adjusted debt would have been
approximately 6%.  Adjusted debt to adjusted book capitalization
would have been very high at approximately 97%.  EBIT coverage of
interest would have been approximately 2.3 times.

The affirmation of Moody's speculative grade liquidity rating of
SGL-2 reflects Moody's belief the company will have good liquidity
for the next twelve months.  Select Medical's operating cash flow
should be sufficient to fund all working capital needs and capital
expenditures, including amounts expected to be required for the
company's transition plans.  Moody's expects the company to use
available excess cash to continue to repay amounts outstanding
under its $300 million revolving credit facility.  Moody's also
expects the company to remain in compliance with financial
covenants set forth under the credit agreement.

The Caa1 ratings of Holdings' proposed senior unsecured notes
reflect the lack of guarantees and structural subordination to
Select Medical's (the operating company) senior subordinated
notes, which are rated B3.  The new notes are senior to existing
notes at Holdings ($150 million) that are not rated by Moody's.
The B3 rating on Select Medical's senior subordinated notes,
notched two levels below the corporate family rating of B1,
reflects the contractual subordination to the senior debt of the
company.

The senior secured term loan and revolving credit facility, rated
B1, are held at the corporate family rating because they represent
a significant portion of the debt structure and to reflect the
limitations of the collateral.  The company's HIH facilities and
outpatient rehabilitation clinics are predominantly operated in
leased space resulting in a limited amount of real property
available as security.

The ratings are subject to Moody's review of final documentation.

Summary of rating actions taken:

Ratings Assigned, Select Medical Holdings Corporation (Parent):

   * $250 million senior unsecured notes due 2015 (unguaranteed),
     rated Caa1

   * Corporate family rating, B1 (reassigned from
     Select Medical Corporation)

Ratings Affirmed, Select Medical Corporation (Operating Company):

   * $300 million senior secured revolving credit facility, B1
   * $580 million senior secured term loan, B1
   * $660 million 7.625% senior subordinated notes due 2015, B3
   * Speculative Grade Liquidity rating, SGL-2

Ratings Withdrawn, Select Medical Corporation (Operating Company):

   * Corporate family rating, B1 (reassigned to Select Medical
     Holdings Corp., the highest entity in the corporate structure
     with rated debt)

Select Medical Corporation, headquartered in Mechanicsburg,
Pennsylvania, operates:

   * 98 long-term acute care hospitals,
   * 4 inpatient rehabilitation facilities, and
   * over 740 outpatient rehabilitation clinics.

For the twelve months ended June 30, 2005, the company recognized
net revenues of approximately $1.8 billion.


SERVICE CORP: Moody's Affirms Ba3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service today affirmed the Ba3 corporate family
(formerly senior implied) rating, SGL-2 speculative grade
liquidity rating and all the debt ratings of Service Corporation
International.  The outlook remains stable.  The affirmation
reflects Moody's belief that Service Corp. has good liquidity and
that its will continue to report stable operating results over the
near term.

Service Corp recently announced that it expects to restate its
financial statements for each of the five years ended December 31,
2004, the first interim period of 2005 and each of the interim
periods of 2004 and 2003.  The company also announced that it will
not be not be able to file its Form 10-Q for the quarterly period
ended June 30, 2005 on a timely basis because it is finalizing a
further review of reconciliations performed related to its preneed
funeral trust verification project and other preneed accounts.
The company stated that it expects to complete and file all the
required financial reports with the SEC by the end of October
2005.

The continued failure to file its quarterly report on Form 10-Q on
a timely basis could allow a procedure to be started which could
result in a default under the indentures governing Service Corp's
various classes of senior notes.  Absent a waiver of default, the
trustee under the indenture or the holders of 25% of the notes
have the right to accelerate the maturity of the notes if the
company fails to file its annual report on Form 10-Q within 60
days of the date it receives a notice of default by the trustee or
such holders.  No such notice of default has been received by the
company.

The continued failure to file its quarterly report on Form 10-Q on
a timely basis also could allow a procedure to be started which
could result in a default under Service Corp's senior credit
facility.  Moody's expects the company to receive a temporary
waiver of this failure to file from its bank group.

If Service Corp is unable to file its required financial reports
with the SEC by the end of October, Moody's could put the credit
ratings on review for possible downgrade and could lower the SGL
rating.

The SGL-2 rating reflects a good liquidity profile, with cash and
cash equivalents on hand and projected cash flow from operating
activities expected to exceed anticipated capital spending, debt
maturities, dividends and funding of anticipated share buybacks in
the next twelve months.

The company's balance of cash and cash equivalents was about $320
million at June 30, 2005 and Moody's expects the company to
generate cash flow from operations of over $200 million in the
next twelve months.  The company's expected cash needs in the next
twelve months include capital expenditure requirements of $110
million, debt maturities of about $90 million, common stock
dividends of $30 million, and anticipated share buybacks.  As of
June 30, 2005, the remaining dollar value of shares that may be
repurchased under the company's share repurchase program was about
$99 million.  Moody's expects cash and cash equivalent balances
will decline from current levels as the company implements share
buybacks and considers acquisitions.

Additional liquidity support comes from the company's $200 million
secured revolver maturing in August 2007.  As of June 30, 2005,
there were no outstanding borrowings under the facility but
availability was reduced by $57 million of outstanding letters of
credit.  No borrowings under the revolver are expected in the next
twelve months.  However, depending upon cash balance levels,
availability under the revolver may be limited by the net leverage
covenant later in 2005.

The covenants under the revolving credit facility include a
maximum net leverage and minimum interest coverage requirement.
Although Moody's expects the company to be in compliance with
these covenants with adequate cushion during the next twelve
months, cushion levels may decline if cash and cash equivalent
balances decline significantly and revolver borrowings are needed.

The SGL rating will be sensitive to:

   * the ability of the company to file its required financial
     reports with the SEC;

   * the level of cash and equivalents maintained by the company;

   * the ability of the company to maintain a sustainable level of
     free cash flow from operations; and

   * the degree of covenant cushion under the revolving credit
     facility.

Moody's affirmed these ratings:

   * $300 million 7% senior unsecured notes due 2017, Ba3

   * $250 million 6.75% senior unsecured notes due 2016, Ba3

   * $56 million 7.875% senior unsecured debentures due 2013, Ba3

   * $342 million 7.7% senior unsecured notes due 2009, Ba3

   * $195 million 6.5% senior unsecured notes due 2008, Ba3

   * $63 million 6% senior unsecured notes due 2005, Ba3

   * Senior unsecured shelf registration, (P)Ba3

   * Senior subordinated, subordinated, and junior subordinated
     shelf registrations, (P)B2

   * Corporate family rating, Ba3

   * Speculative grade liquidity rating, SGL-2

The ratings outlook is stable.

Service Corp., headquartered in Houston, Texas, is the largest
provider of funeral and cemetery services in North America.
Revenues for the year ended December 31, 2004 was about
$1.9 billion.


SHOPKO STORES: Wants Shareholders OK on $1-Bil Goldner Hawn Merger
------------------------------------------------------------------
ShopKo Stores, Inc. (NYSE: SKO), is calling for a special meeting
of shareholders to approve its $1 billion merger with an affiliate
of Goldner Hawn Johnson & Morrison, Incorporated for September 14,
2005.

Under the terms of the merger agreement, each outstanding share of
ShopKo's common stock will be converted into the right to receive
$24 in cash.  ShopKo currently has approximately 30.2 million
shares of common stock outstanding, excluding options.

ShopKo urges shareowners to sign, date and return the white proxy
card voting FOR the proposal to approve the merger agreement.
Shareholders with any questions regarding the proxy materials,
should contact ShopKo's proxy solicitor, Georgeson Shareholder
Communications, toll free at 1.800.280.7183.

Institutional Shareholder Services is recommending for disapproval
of the merger.  ISS criticized ShopKo and its adviser, Merrill
Lynch & Co., for accepting an unusually low equity investment in
the buyout - just $30 million, or 3%.

John A. Levin & Co., which holds a 6% stake in the Company, is
also criticizing the Company's move.

ShopKo Stores, Inc. is a retailer of quality goods and services
headquartered in Green Bay, Wis., with stores located throughout
the Midwest, Mountain and Pacific Northwest regions.  Retail
formats include 140 ShopKo stores, providing quality name-brand
merchandise, great values, pharmacy and optical services in mid-
sized to larger cities; 219 Pamida stores, 116 of which contain
pharmacies, bringing value and convenience close to home in small,
rural communities; and three ShopKo Express Rx stores, a new and
convenient neighborhood drugstore concept.  With more than $3.0
billion in annual sales, ShopKo Stores, Inc. is listed on the New
York Stock Exchange under the symbol SKO.  For more information
about ShopKo, Pamida or ShopKo Express Rx, visit our Web site at
www.shopko.com.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                         *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Moody's Investors Service placed the long-term debt ratings of
Shopko Stores, Inc., on review for possible downgrade following
the company's announcement that it had signed a definitive merger
agreement to be acquired by an affiliate of Goldner Hawn Johnson &
Morrison.  The downgrade reflects the anticipated significant
increase in leverage as a result of the proposed transaction.

The transaction is valued at slightly more than $1 billion and is
expected to be funded predominantly from debt with only $30
million of the purchase price to be funded by equity.  The company
has received a commitment from Bank of America to provide $700
million in real estate financing and additional commitments from
Bank of America and Back Bay Capital Funding LLC to provide $415
million in senior debt financing.

The proceeds from these financings along with the $30 million of
equity will be used to pay the merger consideration, refinance the
borrowings under the existing revolving credit facility, fund the
amounts due under the expected tender offer for the $100 million
senior unsecured notes due 2022, plus all fees and expenses.

In addition, the financing will be used to cover all future
working capital needs.  If substantially all of the senior notes
are tendered the rating on those notes will be withdrawn.  The
review will focus on the debt protection measures of Shopko post
acquisition as well as the company's business strategy going
forward.

These ratings are placed on review for possible downgrade:

   * Senior implied of B1;
   * Issuer rating of B2; and
   * Senior unsecured notes due 2022 of B2.


SILICON GRAPHICS: Delays 10-K Filing to Finalize Financials
-----------------------------------------------------------
Silicon Graphics (NYSE: SGI) delayed the filing of its Form 10-K
for the fiscal year ended June 24, 2005.  The Company said it
needs more time to update the filing to reflect its current
situation and to permit SGI to finalize its audited financial
statements and related internal control assessment.

The Company does not expect that the financial statements
contained in the filing will differ in any material respect from
the financial information previously announced.  Ernst & Young has
advised the Company, however, that its audit report is likely to
contain an explanatory paragraph with respect to the Company's
ability to continue as a going concern.

"We are making significant progress in implementing our previously
announced plans to reduce expenses and improve our liquidity,"
said Jeffrey Zellmer, senior vice president and chief financial
officer.  SGI announced last week it had approved a restructuring
plan and begun to implement the restructuring actions with
notifications to affected employees in North America on Sept. 1,
2005.

SGI has filed a Form 12b-25 with the Securities and Exchange
Commission with respect to the delay in the 10-K filing.  Under
SEC rules, the 10-K filing will be deemed current so long as it is
filed by Sept. 22, 2005.

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.


SILICON GRAPHICS: Continues Lender Talks for More Debt Financing
----------------------------------------------------------------
Silicon Graphics (NYSE: SGI) is continuing to progress in
negotiations with certain lenders for a new asset-backed credit
facility that would provide significant additional borrowing
availability and expects to receive a commitment letter shortly.

The new facility would replace SGI's existing facility, which
currently is used to support letters of credit principally
relating to real property leases.  If it receives the new
financing, the Company says, it would use the additional credit to
provide liquidity to support operations.  The financing would be
subject to the completion of definitive agreements and other
conditions.

                           Waiver

SGI has received a waiver of compliance with the EBITDA covenant
for the quarter ended June 24, 2005, under its current credit
facility.

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.


STEVEN SMITH: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Steven M. Smith
        735 McKinley Lane
        Hinsdale, Illinois 60521

Bankruptcy Case No.: 05-36637

Chapter 11 Petition Date: September 11, 2005

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Konstantine Sparagis, Esq.
                  Morgan & Bley, Ltd.
                  900 West Jackson Boulevard, Suite 4E
                  Chicago, Illinois 60607
                  Tel: (312) 243-0006
                  Fax: (312) 243-0009

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Suburban Bank & Trust            Unsecured loan         $485,000
P.O. Box 419
Elmhurst, IL 60126

Michio & Charlotte Kano          Potential Judgment     $219,284
Keeley, Kuenn & Reid             Creditor
150 N. Wacker Drive, Suite 1100
Chicago, IL 60606


TCR I: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------
Debtor: TCR I, Inc.
        Halls & Sickels
        Attn: Chuck Sickels
        12120 Sunset Hills Road, Suite # 15
        Reston, Virginia 20190-0500

Bankruptcy Case No.: 05-13450

Chapter 11 Petition Date: September 8, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Bruce W. Henry, Esq.
                  Henry, O'Donnell, Dahnke & Walther, PC
                  4103 Chain Bridge Road, Suite 100
                  Fairfax, Virginia 22030
                  Tel: (703) 273-1900
                  Fax: (703) 273-6884

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim     Claim Amount
   ------                       ---------------     ------------
Union Bank & Trust              Guarantee            $11,200,000
c/o Peter J. Barrett
1111 East Main Street,
Suite 800
Alexandria, VA 22314

The Cadle Company II, Inc.      Guarantee             $5,800,000
c/o Richard Lash, Esq.
1861 Wiehle Avenue, Suite 300
Reston, VA 20190

Provident Bank                  Guarantee             $4,900,000
c/o Brent Strickland
Seven Saint Paul Street
Baltimore, MD 212121626

Community Bank of No. VA        Guarantee             $2,400,000
c/o Donald F. King
9302 Lee Highway, Suite 1100
Fairfax, VA 220311215

Virginia Commerce Bank          Guarantee             $1,900,000
Attn: James R. Nalls, Sr. VP
374 Maple Avenue East
Vienna, VA 22180

Reznick, Fedder & Silverman     Legal Services          $190,003

Southern Financial Bank         Services                 $31,803

Hall & Sickels, P.C.            Legal Services           $28,019

Lincoln National Life Ins. Co.  Business Insurance       $17,714

Management Recruiting Solution  Services                 $15,000

Touchstone Asset Mgmt.                                   $15,000

Jackson Nat'l Life Insurance    Business Insurance       $12,690

Mayer, Brown, Rowe & Maw        Services                 $11,283

Medical Associates of Suffolk   Medical                   $9,184

City of Suffolk, Virginia                                 $7,625

Axiom Staffing Group            Services                  $4,071

Washington Post                 Subscription              $3,852

Central Virginia Weekly Group   Services                  $3,790

Potomac News                    Subscription              $3,583

Verizon Directories Corp.       Services                  $3,485


THAXTON GROUP: Wants Until December 5 to Decide on Leases
---------------------------------------------------------
Thaxton Group, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware more time to decide
whether to assume, assume and assign, or reject their unexpired
nonresidential real property leases.  The Debtors ask the Court to
extend their decision deadline through December 5, 2005.

The Debtors have reviewed and analyzed many of their 184 real
property leases in connection with their going-forward business
plan.  However, due to the Debtors' overall restructuring efforts
and having spent time to negotiate their proposed chapter 11 plan,
the Debtors want additional time to make informed decisions and
evaluations on the unexpired leases.

A list of Thaxton's 184 unexpired property leases is available for
free at http://ResearchArchives.com/t/s?16e

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


THAXTON GROUP: Wants Removal Period Extended to December 5
----------------------------------------------------------
The Thaxton Group, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further extend
the period within which they can remove prepetition civil actions
through and including December 5, 2005.

The Debtors explain that they have focused their efforts on the
negotiation and preparation of a reorganization plan of their
Southern Management business.  Moreover, they have devoted
substantial resources to marketing and selling their
underperforming or non-core business units.

The Debtors believe that the extension period will allow them to
make an informed decision regarding the removal of any claims,
proceedings or civil actions.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


THREE-FIVE: Files Chapter 11 in Arizona to Implement Asset Sale
---------------------------------------------------------------
Three-Five Systems, Inc. (OTC: TFSI) filed a voluntary Chapter 11
bankruptcy petition with the U.S. Bankruptcy Court for the
District of Arizona, Phoenix Division.  The bankruptcy petition is
part of ongoing actions taken by the Company to sell off its
assets and subsidiaries, wind up its business, and attempt to
preserve the value of the Company for its shareholders.

The Company's foreign subsidiaries are not included in the filing,
and their ability to generally pay their obligations when due will
not be affected by the filing.  The Company's subsidiary TFS
Electronic Manufacturing Systems, Inc., is currently in bankruptcy
and the Company is providing TFSEMS with debtor-in-possession
financing.

Management continues to work with potential interested buyers for
various assets owned by the Company.  The Company does not
currently believe that it needs post-petition financing.

Due to the current status of the Company, it does not currently
plan to file a quarterly report on Form 10-Q for the period ended
June 30, 2005, or any related earnings release.  As part of the
bankruptcy proceedings, the Company will file financial statements
with the Bankruptcy Court.

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$11,694,467 in total assets and $2,880,377 in total debts.

The Company's subsidiary, TFS Electronic Manufacturing Services,
Inc. filed for chapter 11 protection on Aug. 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).


THREE-FIVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Three-Five Systems, Inc.
        1600 North Desert Drive
        Tempe, Arizona 85281-1230

Bankruptcy Case No.: 05-17104

Type of Business: The Debtor, through subsidiary companies, is a
                  global provider of electronics manufacturing
                  services.  The Company designs and manufactures
                  electronic printed circuit board assemblies,
                  radio frequency modules, display modules and
                  system.

                  The Company's subsidiary, TFS Electronic
                  Manufacturing Services, Inc. filed for chapter
                  11 protection on Aug. 19, 2005 (Bankr. D. Ariz.
                  Case No. 05-15403) (Baum, J.).  TFS Electronic's
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on Aug. 23, 2005.

Chapter 11 Petition Date: September 8, 2005

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Thomas J. Salerno, Esq.
                  Squire, Sander & Dempsey, LLP
                  40 North Central, #2700
                  Phoenix, Arizona 85004
                  Tel: (602) 528-4043
                  Fax: (602) 253-8129

Total Assets: $11,694,467

Total Debts:  $2,880,377

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
TFS EMS SDN. BHD.             Intercompany               $47,069
Plot 574
Lorong Perusahaan R
Prai Free Trade Zone, Prai
Malaysia 13600

Brillian Corporation          Facility                   $40,000
1600 North Desert Drive
Tempe, AZ 85281

Baker & McKenzie              Lawyer                     $17,756
660 Hansen Way
Palo Alto, CA 94304

Sungard Availability          IT                         $12,156
Services

Volt Services Group           Temp employer              $10,080

Robert Half                   Temp employer               $7,000

AT&T                          Utility                     $3,000

Bob Berube                    Contractor                  $3,000

Canon Business Solutions      Misc.                       $2,600

T-Mobile                      Utility                     $2,500

Linear Systems Consulting     IT                          $2,500

Peter Bonesio                 Contractor                  $2,400

Jobbrokers                    Temp employer               $1,680

DEI Professional Services,    Misc.                       $1,400
LLC

Qwest                         Utility                     $1,300

EEW Management Incorporated   Misc.                       $1,325

Renaissance Personnel Group   Temp employer                 $979

Bowne of Phoenix              Misc.                         $750

Global Crossing               Utility                       $600

Lasercycle USA                Misc.                         $247


TOWER AUTOMOTIVE: Says Utility Cos. Are Adequately Protected
------------------------------------------------------------
Tower Automotive, Inc., and its debtor-affiliates do not believe
that Utility Companies need additional assurance of payment
because their financial state has remained stable since the
Petition Date, regardless of the current state of the automotive
industry.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
reports that as of July 31, 2005, the Debtors had substantial
availability under their DIP Facility and $247 million in
accounts receivable.  Additionally, the Debtors have generated
$1.042 billion in revenue since the Petition Date.

The Debtors believe that an administrative morass would occur if
they were required to institute the bi-weekly prepayment plan
requested by American Electric Power and DTE Energy Company.

"The advance payments would result in many additional hours of
work for the Debtors' accounting personnel," Mr. Oswald notes.

According to Mr. Oswald, the Debtors are currently experiencing a
higher level of attrition within their finance department than
before the Petition Date.  Consequently, and to the detriment of
the Debtors, time and resources that are needed for their
financial affairs and operations would be directed to (x) the
facilitation of the prepayments and (y) the accounting needed to
perform the monthly "true-ups."

Mr. Oswald asserts that American Electric and DTE's demand for
additional adequate assurances are overreaching and beyond what
is required by Section 366 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. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Summit Tooling Wants $403,148 Claim Accepted
--------------------------------------------------------------
Summit Tooling & Manufacturing, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to deem its proof of
claim for $403,148 timely filed on the grounds of due process and
excusable neglect.

Kevin Smith, president of Summit Tooling, relates that the
Debtors mailed the Claims Bar Date Notice to Summit Tooling at
its prior address.  As a result, Summit Tooling failed to file
its claim well within the May 31, 2005, Claims Bar Date
established in Tower Energy Inc. and its debtor-affiliates'
Chapter 11 cases.

Mr. Smith insists that the Debtors are well aware of Summit
Tooling's current address from numerous invoices sent to the
Debtors as well as from shipping labels on products Summit
Tooling delivered to the Debtors since March 2004.

Summit Tooling filed its claim on June 28, 2005.

Mr. Smith asserts that Summit Tooling's failure to file a timely
fail was the result of excusable neglect, which constitutes cause
for enlarging the time period within which to file a claim in
accordance with Rule 9006(b) of the Federal Rules of Bankruptcy
Procedure.

"This Motion is based upon the grounds that [Summit Tooling] did
not receive the Bar Date Notice in a timely fashion and,
therefore, to deny this Motion would deny [Summit Tooling] due
process," Mr. Smith maintains.

Mr. Smith also asserts that the Debtors would not be prejudiced
by allowing Summit Tooling's claim to be filed since no payments
to creditors have been made and no plan of reorganization has
been filed.

Moreover, Summit Tooling's claim represents 0.039% of the
$726,000,000 in total liabilities Tower Automotive, Inc., owed to
unsecured creditors.

Mr. Smith assures the Court that his company acted in good faith.
Summit Tooling filed the claim two weeks after receiving notice
of the Bar Date.

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. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UAL CORP: Court Denies Sky Cap's Request to Compel Arbitration
--------------------------------------------------------------
A group of 44 United Air Lines sky caps filed a lawsuit in the
U.S. District Court for the Central District of California,
captioned Allen, et al. v. United Airlines, Inc., No. 94-0417.
In October 1997, the sky caps entered into a Settlement Agreement
with the Debtors.  The Agreement was styled "Settlement and
General Release Agreement Confidential."

The sky caps were not designated as creditors by the Debtors.
The sky caps have not been placed on notice of particular events
in the Chapter 11 proceedings, but have followed reports in the
media.

John T. Moran, Jr., Esq., at John T. Moran & Associates, in
Chicago, Illinois, however, asserts that under the terms of the
Agreement, the sky caps are creditors of the Debtors.

Since filing for bankruptcy, the Debtors have tried to
unilaterally change the terms of the Agreement to eliminate the
sky caps' gratuity income without resort to the Settlement's
express arbitration clause.

For instance, Mr. Moran says, the Debtors have demanded that the
sky caps wear UAL uniforms, although the sky caps are not UAL
employees.  The UAL uniforms will give the public the false
impression that the sky caps are UAL employees that receive UAL
benefits.

In addition, since August 16, 2005, the Debtors have imposed a
$2 fee per bag for curbside luggage check in.  The sky caps
accept the fee, which is then transferred to the Debtors'
supervisors. The Debtors track the baggage fees through their
computer data system that directs the destination of luggage.
Previously, baggage service was provided free and travelers
tipped the sky caps.  Since the sky caps received a large portion
of their compensation through tips, their income and livelihood
is threatened.  The sky caps worry that travelers will pay the
$2 fee per bag only.

Mr. Moran says the Court should order the Debtors to engage in
arbitration, to settle the new baggage fee policy.  The Court
should also stay any action by the Debtors that would undermine
the rights of the sky caps under the Agreement.

                        Debtors Object

Rebecca O. Fruchtman, Esq., at Kirkland & Ellis, in Chicago,
Illinois, points out that the sky caps are employed by Premier
Services Management, which is an outside vendor.  The Debtors
changed the arrangement with PSM to reduce costs, Ms. Fruchtman
says.

The sky caps are concerned that passengers paying the new $2 per
bag charge may tip in lesser amounts.  This is an issue between
the sky caps and PSM.  Having failed to persuade PSM, the sky
caps are now attempting to go after a deeper pocket.  Ms.
Fruchtman emphasizes that the Debtors have not violated the
unrelated 1997 Agreement and have not altered the sky caps'
compensation.

Ms. Fruchtman asserts that the Court should deny the sky caps'
request for three reasons:

   (1) The request is baseless because an alteration to the
       agreement between the Debtors and PSM does not implicate
       any right or duty under the Agreement with the sky caps.

   (2) This is a core proceeding involving the Debtors' objection
       to a prepetition claim.  Therefore, deference to
       arbitration is not appropriate.

   (3) Even if the Court sends the matter to arbitration, the sky
       caps are not entitled to preservation of the status quo.
       The sky caps have not sought, nor can they satisfy the
       requirements for, issuance of a temporary restraining
       order.

                          *     *     *

The Hon. Eugene Wedoff denies the sky caps' request without
prejudice.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 98; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Overview & Summary of Reorganization Plan
---------------------------------------------------
UAL Corporation and its debtor-affiliates' Plan of Reorganization
contemplates that the Debtors will continue as a viable going
concern and preserve employment for thousands of employees.

The Debtors expect to emerge from bankruptcy by February 1, 2006.

On or prior to the Plan's Effective Date, the Debtors or
Reorganized Debtors, as applicable, may undertake any Roll-Up
Transaction necessary to effectuate the Plan, including:

   -- a dissolution or winding up of the corporate existence of a
      Reorganized Debtor under applicable state law; or

   -- the consolidation, merger, contribution of assets, or other
      transaction in which a Reorganized Debtor merges with or
      transfers substantially all of its assets and liabilities
      to another Reorganized Debtor or one or more of their
      Affiliates.

            Valuing the Enterprise & the New Equity

Rothschild, Inc., the Debtors' financial advisors, will provide
expert testimony before the U.S. Bankruptcy Court for the Northern
District of Illinois at the Confirmation Hearing that the total
enterprise value of the Debtors is approximately $10.9 billion to
$14 billion.

Rothschild estimates that the Debtors' total reorganized equity
value will range from $300,000,000 to $3.5 billion, with a
midpoint value of $1.9 billion or approximately $15 per share of
New UAL Common Stock.

           Substantive Consolidation of United Debtors

The Plan contemplates substantive consolidation of the estates of
the Debtors, other than UAL Corporation.  Substantive
consolidation involves the pooling of assets and liabilities of
the affected Debtors.  All of the Debtors in the substantively
consolidated group are treated as if they were a single corporate
economic entity.

A creditor of a substantively consolidated Debtor will be treated
as a creditor of the substantively consolidated group of Debtors.
Individual corporate ownership of property and individual
corporate liability are ignored.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, contends that
substantive consolidation is appropriate because there is a
"substantial identity" among the United Debtors and "creditor
reliance" on the Debtors' consolidated credit.  In the United
Debtors' vertical corporate structure, United Airlines, Inc.,
generally dictates corporate policies and exercises control over
the day-to-day affairs.

If substantive consolidation is ordered, the Claims and Interests
in and against the United Debtors will be classified as:

   Classes                Claims and Interests
   -------                --------------------
   DIP Facility Claims    2A, 3A, 4A, 5A, 6A, 7A, 8A, 9A, 10A,
                          11A, 12A, 13A, 14A, 15A, 16A, 17A, 18A,
                          19A, 20A, 21A, 22A, 23A, 24A, 25A, 26A,
                          27A, and 28A

   Secured Aircraft       2B-1 and 3B-1
   Claims

   Other Secured Claims   2B-2, 3B-2, 4B, 5B, 6B, 7B, 8B, 9B,
                          10B, 11B, 12B, 13B, 14B, 15B, 16B, 17B,
                          18B, 19B, 20B, 21B, 22B, 23B, 24B, 25B,
                          26B, 27B, and 28B

   Other Priority Claims  2C, 3C, 4C, 5C, 6C, 7C, 8C, 9C, 10C,
                          11C, 12C, 13C, 14C, 15C, 16C, 17C, 18C,
                          19C, 20C, 21C, 22C, 23C, 24C, 25C, 26C,
                          27C, and 28C

   Unsecured Convenience  2D-1, 3D, 4D, 5D, 6D, 7D, 8D, 9D, 10D,
   Class Claims           11D, 12D, 13D, 14D, 15D, 16D, 17D, 18D,
                          19D, 20D, 21D, 22D, 23D, 24D, 25D, 26D,
                          27D, and 28D

   Unsecured Retiree      2D-2
   Convenience Class
   Claims

   Unsecured Retained     2E-1 and 3E-1
   Aircraft Claims

   Unsecured Rejected     2E-2 and 3E-2
   Aircraft Claims

   Unsecured PBGC Claim   2E-3

   Unsecured Chicago
   Municipal Bond Claim   2E-4

   Unsecured Public Debt
   Aircraft Claims        2E-5

   Other Unsecured        2E-6, 3E-3, 4E, 5E, 6E, 7E, 8E,
   Claims                 9E, 10E, 11E, 12E, 13E, 14E, 15E, 16E,
                          17E, 18E, 19E, 20E, 21E, 22E, 23E, 24E,
                          25E, 26E, 27E, and 28E

   Common Stock           2H, 3H, 4H, 5H, 6H, 7H, 8H, 9H, 10H,
   Interests              11H, 12H, 13H, 14H, 15H, 16H, 17H, 18H,
                          19H, 20H, 21H, 22H, 23H, 24H, 25H, 26H,
                          27H, and 28H

   Subordinated           2I
   Securities Claims

                Treatment of Claims and Interests

The Plan divides all Claims and Interests against each Debtor
into various Classes.

Mr. Sprayregen says that the projected recoveries are based upon
various assumptions, including an assumed reorganization value of
the New UAL Common Stock of $15 per share.  The range of a 4%-7%
recovery for Holders of Unsecured Claims is based on two main
assumptions:

     (1) Unsecured Claims ranging from $20,000,000,000 to
         $30,000,000,000; and

     (2) an equity value of the Debtors of $1,900,000,000.

Administrative Claims and Priority Tax Claims against all Debtors
are not classified under the Plan.  These Claims will be paid in
full in cash.

A) UAL Corporation

   Class   Description             Treatment Under Plan
   -----   ------------            --------------------
    1A     DIP Facility Claims     Paid in full

                                   Est. Recovery: 100%

    1B-1   Secured Aircraft        Reinstated, as agreed upon
           Claims                  between Debtors and
                                   Claimholder, return of
                                   collateral, or other treatment
                                   so Claim is unimpaired

                                   Est. Recovery: 100%

    1B-2   Other Secured Claims    Reinstated, paid in full, in
                                   cash, return of collateral or
                                   other treatment so Claim is
                                   unimpaired

                                   Est. Recovery: 100%

    1C     Other Priority Claims   Paid in full

                                   Est. Recovery: 100%

    1D     Unsecured Convenience   Cash equal to gross proceeds
           Class Claims            from sale of Holder's pro rata
                                   share of Unsecured
                                   Distribution less discount,
                                   commission, fee and/or taxes
                                   related to sale

                                   Est. Recovery: 4%-7%

    1E-1   Unsecured Retained      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    1E-2   Unsecured Rejected      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    1E-3   Other Unsecured         Pro rata share of Unsecured
           Claims                  Distribution

                                   Est. Recovery: 4%-7%

    1F     TOPrS Claims            No Distribution

                                   Est. Recovery: 0%

    1G     Preferred Stock         No Distribution
           Interests
                                   Est. Recovery: 0%

    1H     Common Stock Interests  No Distribution

                                   Est. Recovery: 0%

    1I     Subordinated            No Distribution
           Securities Claims
                                   Est. Recovery: 0%

B) United Airlines, Inc.

   Class   Description             Treatment Under Plan
   -----   ------------            --------------------
    2A     DIP Facility Claims     Paid in full

                                   Est. Recovery: 100%

    2B-1   Secured Aircraft        Reinstated, as agreed upon
           Claims                  between Debtors and
                                   Claimholder, return of
                                   collateral, or other treatment
                                   so Claim is unimpaired

                                   Est. Recovery: 100%

    2B-2   Other Secured Claims    Reinstated, paid in full, in
                                   cash, return of collateral or
                                   other treatment so Claim is
                                   unimpaired

                                   Est. Recovery: 100%

    2C     Other Priority Claims   Paid in full

                                   Est. Recovery: 100%

    2D-1   Unsecured Convenience   Cash equal to gross proceeds
           Class Claims            from sale of Holder's pro rata
                                   share of Unsecured
                                   Distribution less discount,
                                   commission, fee and/or taxes
                                   related to sale

                                   Est. Recovery: 4%-7%

    2D-2   Unsecured Retiree       Cash equal to gross proceeds
           Convenience Class       from sale of Holder's pro rata
           Claims                  share of Unsecured
                                   Distribution less discount,
                                   commission, fee and/or taxes
                                   related to sale

                                   Est. Recovery: 4%-7%

    2E-1   Unsecured Retained      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    2E-2   Unsecured Rejected      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    2E-3   Unsecured PBGC          New UAL PBGC Securities & pro
           Claims                  rata share of Unsecured
                                   Distribution

                                   Est. Recovery: Value of
                                   Securities, plus 4%-7%

    2E-4   Unsecured Chicago       New UAL O'Hare Municipal
           Municipal Bond Claims   Bonds & pro rata share of
                                   Unsecured Distribution

                                   Est. Recovery: Value of
                                   Securities, plus 4%-7%

    2E-5   Unsecured Public Debt   Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    2E-6   Other Unsecured Claims  Pro rata share of Unsecured
                                   Distribution

                                   Est. Recovery: 4%-7%

    2H     Common Stock Interests  No Distribution, however, the
                                   Debtors reserve the right to
                                   reinstate at any time

                                   Est. Recovery: 0%

    2I     Subordinated            No Distribution
           Securities Claims
                                   Est. Recovery: 0%

C) Air Wisconsin, Inc.

   Class   Description             Treatment Under Plan
   -----   ------------            --------------------
    3A     DIP Facility Claims     Paid in full

                                   Est. Recovery: 100%

    3B-1   Secured Aircraft        Reinstated, as agreed upon
           Claims                  between Debtors and
                                   Claimholder, return of
                                   collateral, or other treatment
                                   so Claim is unimpaired

                                   Est. Recovery: 100%

    3B-2   Other Secured Claims    Reinstated, paid in full, in
                                   cash, return of collateral or
                                   other treatment so Claim is
                                   unimpaired

                                   Est. Recovery: 100%

    3C     Other Priority Claims   Paid in full

                                   Est. Recovery: 100%

    3D     Unsecured Convenience   Cash equal to gross proceeds
           Class Claims            from sale of Holder's pro rata
                                   share of Unsecured
                                   Distribution less discount,
                                   commission, fee and/or taxes
                                   related to sale

                                   Est. Recovery: 4%-7%

    3E-1   Unsecured Retained      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    3E-2   Unsecured Rejected      Pro rata share of Unsecured
           Aircraft Claims         Distribution

                                   Est. Recovery: 4%-7%

    3E-3   Other Unsecured Claims  Pro rata share of Unsecured
                                   Distribution

                                   Est. Recovery: 4%-7%

    3H     Common Stock Interests  No Distribution, however, the
                                   Debtors reserve the right to
                                   reinstate at any time

                                   Est. Recovery: 0%

D) All Other Subsidiaries

   Subsidiary             Claims Classification
   ----------             ---------------------
   Air Wis Services       4A, 4B, 4C, 4D, 4E, and 4H
   Ameniti Travel Clubs   5A, 5B, 5C, 5D, 5E, and 5H
   BizJet Charter         6A, 6B, 6C, 6D, 6E, and 6H
   BizJet Fractional      7A, 7B, 7C, 7D, 7E, and 7H
   BizJet Services        8A, 8B, 8C, 8D, 8E, and 8H
   Cybergold              9A, 9B, 9C, 9D, 9E, and 9H
   Domicile Management    10A, 10B, 10C, 10D, 10E, and 10H
   Four Star Leasing      11A, 11B, 11C, 11D, 11E, and 11H
   itarget.com            12A, 12B, 12C, 12D, 12E, and 12H
   Kion Leasing           13A, 13B, 13C, 13D, 13E, and 13H
   Mileage Plus Holdings  14A, 14B, 14C, 14D, 14E, and 14H
   Mileage Plus, Inc.     15A, 15B, 15C, 15D, 15E, and 15H
   Mileage Plus Mktg      16A, 16B, 16C, 16D, 16E, and 16H
   MyPoints.com           17A, 17B, 17C, 17D, 17E, and 17H
   MyPoints Offline       18A, 18B, 18C, 18D, 18E, and 18H
   Premier Marketing      19A, 19B, 19C, 19D, 19E, and 19H
   United Aviation Fuels  20A, 20B, 20C, 20D, 20E, and 20H
   UAL Benefits Mgmt      21A, 21B, 21C, 21D, 21E, and 21H
   UAL Company Services   22A, 22B, 22C, 22D, 22E, and 22H
   UAL Loyalty Services   23A, 23B, 23C, 23D, 23E, and 23H
   United BizJet          24A, 24B, 24C, 24D, 24E, and 24H
   United Cogen           25A, 25B, 25C, 25D, 25E, and 25H
   United GHS             26A, 26B, 26C, 26D, 26E, and 26H
   United Vacations       27A, 27B, 27C, 27D, 27E, and 27H
   United Worldwide       28A, 28B, 28C, 28D, 28E, and 28H

   Class   Description             Treatment Under Plan
   -----   ------------            --------------------
    4A     DIP Facility Claims     Paid in full
   thru
    28A

                                   Est. Recovery: 100%

    4B     Other Secured Claims    Reinstated, paid in full, in
   thru                            cash, return of collateral or
    28B                            other treatment so Claim is
                                   unimpaired

                                   Est. Recovery: 100%

    4C     Other Priority Claims   Paid in full
   thru
    28C                            Est. Recovery: 100%

    4D     Unsecured Convenience   Cash equal to gross proceeds
   thru    Class Claims            from sale of Holder's pro rata
    28D                            share of Unsecured
                                   Distribution less discount,
                                   commission, fee and/or taxes
                                   related to sale

                                   Est. Recovery: 4%-7%

    4E     Unsecured Claims        Pro rata share of Unsecured
   thru                            Distribution
    28E
                                   Est. Recovery: 4%-7%

    4H     Common Stock Interests  No Distribution, however, the
   thru                            Debtors reserve the right to
    28H                            reinstate at any time

                                   Est. Recovery: 0%

                     Voting and Confirmation

Holders of Claims in Classes A, B and C are unimpaired and are
deemed to accept the Plan.

Holders of Claims in Classes D and E are impaired and are
entitled to vote on the Plan.

Holders of Claims in Classes F, G, H and I are impaired and are
deemed to reject the Plan.

                     $2.5-Bil Exit Financing

The Debtors have been working with potential exit financing
lenders to place a $2.5 billion exit financing package, which
will be used to repay the DIP Facility Claims, make other
payments required to be made on the Effective date, and conduct
their post-reorganization operations.

The Debtors estimate over $906,500,000 in DIP Facility Claims
based on the balances as of June 30, 2005.

The New Credit Facility will likely be comprised of a term loan,
together with a revolving credit facility.  The New Credit
Facility would likely be guaranteed by UAL and all of United's
and UAL's domestic subsidiaries.

As security for the New Credit Facility, any New Credit Facility
Lender is likely to require a first priority Lien on
substantially all unencumbered assts.  The New Credit Facility
also will likely include a standard package of financial
covenants, which could include, but may not be limited to, a
minimum unrestricted cash maintenance requirement, leverage
ratios, an interest coverage ratio, minimum collateral coverage
and annual maximum capital expenditure limitations. Finally, a
New Credit Facility would likely require some level of annual
amortization.

                      Claims Estimates

As of September 1, 2005, Poorman-Douglas Corporation, the
Debtors' Claims Agent, had received 44,716 Claims.  Remaining
Claims aggregate:

      -- 319 Secured Claims for $13,545,350,699;

      -- 95 Administrative Claims for $319,766,767;

      -- 256 Priority Claims for $10,470,875,378; and

      -- 6,208 Unsecured Claims for $20,422,648,793.

The Debtors are objecting to many of the Claims as invalid,
untimely, duplicative and overstated.  The Court has disallowed
$3,618,000,000,000 in Claims, including reduced retroactive pay
claims of $3,375,000,000,000.

At the conclusion of the Claims objection, reconciliation and
resolution process, estimated Claims will aggregate:

      $8,000,000,000 in Allowed Secured Claims;
         $60,000,000 in Allowed Priority Tax Claims; and
     $28,000,000,000 in Allowed Unsecured Claims.

                 Issuance of New Securities

On the Effective Date, Reorganized UAL will issue up to
125,000,000 shares of New UAL Common Stock for distribution
pursuant to the terms of the Plan.

To pay the Unsecured Convenience Class Distribution and the
Unsecured Retiree Convenience Class Distribution, the Reorganized
Debtors will fund the Unsecured Convenience Class Account and
Unsecured Retiree Convenience Class Account with New UAL Common
Stock equal to the Unsecured Convenience Class Reserve and the
Unsecured Retiree Convenience Class Reserve.  The Reorganized
Debtors or any third-party brokers or dealers will sell the New
UAL Common Stock that is placed in the Unsecured Convenience
Class Account or Unsecured Retiree Convenience Class Account.
After the sales, the Reorganized Debtors will pay the Unsecured
Convenience Class Distribution and Unsecured Retiree Convenience
Class Distribution.

                       Disputed Claims

The Reorganized Debtors will reserve shares of New UAL Common
Stock in the New UAL Stock Reserve.  The New UAL Stock Reserve
will retain dividends, payments or other distributions.  As
Disputed Claims and Interests are allowed, the Distribution Agent
will distribute New UAL Common Stock to Holders of Allowed
Unsecured Claims and the New UAL Stock Reserve will be adjusted.
The Debtors will retain sufficient shares of New UAL Common Stock
in the New UAL Stock Reserve to satisfy the distributions
contemplated in the Plan, after each Disputed Claim is allowed or
disallowed.

Mr. Sprayregen notes that the Holder of a Disputed Claim may not
receive a distribution in excess of the amount:

     (a) stated in the Claim; or

     (b) if the Claim is contingent or unliquidated, the amount
         the Debtors withhold for the Claim in the New UAL Stock
         Reserve.

                    Municipal Bond Securities

On the Effective Date, Reorganized UAL will issue New UAL O'Hare
Municipal Bonds for distribution to Holders of Unsecured Chicago
Municipal Bond Claims in amounts set forth in the Chicago
Municipal Bond Settlement Order and the Chicago Municipal Bond
Settlement Agreement.  The New UAL O'Hare Municipal Bonds will be
distributed to the Trustees for the Chicago Municipal Bonds.  The
Bonds will then be sold and distribution to the respective
Holders of Unsecured Chicago Municipal Bond Claims.

The Trustees will receive $144,453,000 in UAL O'Hare Municipal
Bonds for distribution to the Holders in these amounts:

     (a) $48,666,000 to the Trustees for the Series 2001A-1 Bonds
         and the Series 2001A-2 Bonds;

     (b) $9,216,000 to the Trustees for the Series 2000A Bonds;
         and

     (c) $86,570,000 to the Trustees for the Series 2001B Bonds,
         the Series 2001C Bonds, the Series 1999A Bonds and the
         Series 1999B Bonds.

On the Effective Date, the electing Holders of the Unsecured
Chicago Municipal Bond Claims will purchase the remaining New UAL
O'Hare Municipal Bonds for $5,193,114.

                  Labor-Related Securities

Reorganized UAL will issue one share of Class Pilot MEC Junior
Preferred Stock to the ALPA and one share of Class IAM Junior
Preferred Stock to the IAM.

Reorganized UAL will issue New UAL Convertible Employee Notes
that will be distributed to trusts or other entities designated
by each union.

          Union                Amount
          -----                ------
          ALPA              $550,000,000
          TWU                 24,000,000
          PAFCA                  400,000
          AMFA                40,000,000
          IAM                 60,000,000
          SAM                 56,000,000

The New UAL Convertible Employee Notes will be issued in
denominations of $1,000 within 180 days from the Effective Date.
Reorganized UAL will issue the New UAL Senior Notes and the New
UAL Convertible Preferred Stock no later than the first
Distribution Date.

                      Rights Offering

To procure additional exit financing, the Debtors are exploring a
rights offering that would give unsecured creditors the
opportunity to purchase, on a pro rata basis, $500,000,000 in New
UAL Common Stock.  The Reorganized Debtors would use the proceeds
for capital expenditures, maintenance or other postpetition
expenses or to pay down any New Credit Facility.  The Debtors are
contacting several investment banks to gauge their interest in an
equity offering as a standby purchaser or "backstop."

Reorganized UAL will attempt to list the New UAL Common Stock on
the New York Stock Exchange, a national securities exchange or
for quotation on a national automated interdealer quotation
system.  Reorganized UAL will have no liability if it is unable
to obtain a listing.

To avoid adverse federal income tax consequences resulting from
an ownership change, Reorganized UAL will restrict the transfer
of the New UAL Equity Securities for five years after the
Effective Date so:

     (a) no holder of 5% or more of the equity of Reorganized UAL
         may transfer any securities;

     (b) no transfer may cause the transferee to hold 5% or more
         of the equity of Reorganized UAL; and

     (c) no transfer may increase the percentage equity ownership
         of any person who already holds 5% or more of the equity
         of Reorganized UAL.

On the Effective Date, the Old UAL Preferred Stock, Old UAL
Common Stock and any other related securities will be cancelled.

                   Plan Oversight Committee

Upon the Effective Date, all Committees appointed in the Chapter
11 Cases will dissolve, except for the Committee overseeing
applications for Professional Claims.  Committee members will be
released and discharged from all obligations related to the
Chapter 11 Cases and the Bankruptcy Code.

On the Effective Date, the Plan Oversight Committee will be
created.  The Plan Oversight Committee will be deemed a
successor-in-interest to the Creditors' Committee and will be
subject to the jurisdiction of the Court.  The Plan Oversight
Committee will have three members who are unsecured creditors of
the Debtors, selected by the Creditors' Committee.

The Plan Oversight Committee will be dissolved and its members
released at the earlier of:

     (a) completion of its assigned functions;

     (b) after the Plan has been consummated;

     (c) upon approval of its own application to the Court; or

     (d) after two-thirds of the equity reserved for the
         unsecured creditor body has been distributed.

Upon notice to the Plan Oversight Committee and after a hearing,
the Reorganized Debtors may ask the Court to dissolve the Plan
Oversight Committee.

                    Financial Feasibility

The Debtors believe that confirmation of the Plan will not likely
be followed by a liquidation of the Debtors or the need for
further financial reorganization.  The Plan meets the
"feasibility" standard of Section 1129(a)(11) of the Bankruptcy
Code.

Rothschild and Huron Consulting Group, the Debtors' restructuring
consultants, have analyzed the Reorganized Debtors' ability to
meet their obligations under the Plan and to retain sufficient
liquidity and capital resources to conduct their businesses.

The Advisors have prepared a five-year projection of the
Reorganized Debtors' consolidated operating and financial results
from 2006 through 2010.

Based on the terms of the Plan, at emergence the Debtors will
have $18.0 billion of debt and other liabilities in contrast to
more than $26.1 billion prior to the restructuring.  The Advisors
will testify at the Confirmation Hearing that, based on the
Projections, the Debtors should have sufficient cash flow to pay
and service their debt obligations, including the New Credit
Facility, and to fund operations.

              Reorganization Beats Liquidation

The Debtors believe that the members of each Impaired Class will
receive more under the Plan than they would in liquidation in a
hypothetical Chapter 7 case.  The Plan provides a better
distribution to Impaired Classes in either a forced or orderly
liquidation scenario and irrespective of whether the Bankruptcy
Court orders substantive consolidation of the Debtors' Estates.

On a consolidated basis, the Debtors estimate that the net
proceeds available for distribution to Creditors by a Chapter 7
trustee would be approximately $4.4 billion in a forced
liquidation and approximately $5 billion in an orderly
liquidation.

In either scenario, the Chapter 7 liquidation proceeds would
satisfy in full all DIP Facility Claims and Secured Claims.
However, all Administrative Claims would not be paid in full, and
Unsecured Creditors would receive no distribution.

On an unconsolidated basis, only Unsecured Creditors of ULS will
receive a distribution -- 2.07% in a forced liquidation and 2.83%
in an orderly liquidation.  Even though Unsecured Creditors of
ULS may receive a distribution in Chapter 7 liquidation, that
distribution is less than they would receive under the Plan.

Thus, in the event the Bankruptcy Court does not approve
substantive consolidation of the Debtors' estates, the Plan still
satisfies the best interests test because the recovery for
Unsecured Creditors of ULS in a unconsolidated liquidation
scenario would be less than the value of the New UAL Common Stock
that Unsecured Creditors will receive under the Plan.

The Debtors recommend that creditors vote to accept the Plan.
Any alternative to confirmation of the Plan, like liquidation or
a competing plan by another party, could result in delays,
litigation and additional costs.

A full-text copy of the Valuation Analysis prepared by the
Debtors' Advisors is available at no charge at:

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

A full-text copy of the Five-Year Projections is available at no
charge at:

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

A full-text copy of the Liquidation Analysis is available at no
charge at:

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

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


US AIRWAYS: Names New Board Members in America West Merger
----------------------------------------------------------
US Airways Group, Inc. and America West Holdings Corporation
(NYSE: AWA) disclosed new members for the board of directors of US
Airways Group, Inc., following confirmation of US Airways Group's
Plan of Reorganization and completion of the planned merger of the
two companies.

Following those transactions, US Airways Group, Inc., will be the
parent company of US Airways, Inc., America West Holdings
Corporation and America West Airlines, Inc.

The 13-member board will include:

    * W. Douglas Parker, 43, currently chairman, president and CEO
      of America West Holdings Corporation and America West
      Airlines, who will serve as Chairman of US Airways Group,
      Inc.;

    * Bruce R. Lakefield, 61, currently CEO and president of US
      Airways Group, Inc. and US Airways, Inc., who will serve as
      vice-chairman of US Airways Group, Inc.;

    * Richard Bartlett, 48, managing director and principal of
      Resource Holdings, Ltd.  Mr. Bartlett is expected to be
      nominated to the board by Eastshore Aviation, LLC, which, as
      previously announced, has agreed to invest $125 million in
      US Airways Group in connection with the merger;

    * Herbert M. Baum, 68, recently retired chairman, president
      and CEO of Dial Corporation;

    * Richard C. Kraemer, 62, former CEO of UDC and president of
      Chartwell Capital, Inc.;

    * Cheryl G. Krongard, 49, former senior partner of Apollo
      Management, L.P.;

    * Robert A. Milton, 45, chairman, president and CEO of ACE
      Aviation Holdings, Inc.  Mr. Milton is expected to be
      nominated to the board by ACE Aviation Holdings, Inc.,
      which, as previously announced, has agreed to invest
      $75 million in US Airways Group in connection with the
      merger;

    * Hans Mirka, 68, former senior vice president, international
      division for American Airlines, Inc.;

    * Denise M. O'Leary, 48, a private investor in early stage
      companies;

    * George M. Philip, 58, executive director of the New York
      State Teachers' Retirement System;

    * Richard P. Schifter, 51, partner of Texas Pacific Group;

    * Edward L. Shapiro, 40, vice president and partner, PAR
      Capital Management, Inc.  Mr. Shapiro is expected to be
      nominated to the board by PAR Investment Partners, L.P.,
      which, as previously announced, has agreed to invest
      $100 million in US Airways Group in connection with the
      merger;

    * J. Steven Whisler, 50, chairman and CEO of Phelps Dodge
      Corporation.

"We are extremely pleased to have a board comprised of these
tremendously talented individuals who bring a wide variety of
experiences and perspectives to our new airline," Doug Parker
stated.  "Our merger with US Airways remains on track to close
later this month and we look forward to our new board's expertise
and counsel as we build the nation's largest full service, low
cost airline."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.


VARIG S.A.: Foreign Representatives Ask Court to Deny Willis' Plea
------------------------------------------------------------------
Vicente Cervo and Eduardo Zerwes, Representatives for VARIG S.A.
and its debtor-affiliates, tell the U.S. Bankruptcy Court for the
Southern District of New York the Debtors have delayed lease
payments to Willis Lease Finance Corporation because of their
present financial condition.

As previously reported in the Troubled Company Reporter, Willis
Lease Finance Corporation asked the Bankruptcy Court to modify the
Preliminary Injunction so it can repossess eight engines leased to
the Debtors.  The monthly rent on the eight Willis Engines
aggregates $446,812.

The Foreign Representatives tell the Hon. Robert D. Drain that the
Foreign Debtors need the Preliminary Injunction to continue so
they can proceed with their pending financing transaction with
Volo Logistics LLC, and Varig Logistica, S.A.  The Volo and
VarigLog Financing Deal is expected to cure all debts under the
leases and provide adequate assurance of current payments of all
leases and other operating expenses.

Moreover, the Foreign Debtors believe that continuing the
Injunction and proceeding with the Financing Deal will pave the
way to their successful restructuring Brazil.  In the event that
the Injunction is lifted, the Foreign Debtors risk damage to
their business, which damage will affect all their creditors.

Accordingly, the Foreign Debtors ask Judge Drain to deny Willis'
request to lift the injunction.

The Foreign Representatives inform the U.S. Bankruptcy Court that
all of the Foreign Debtors' lessors have received current
payments during the first weeks after the Petition Date in
Brazil.  Thus, extending the Preliminary Injunction is consistent
with U.S. policy and practice, particularly where a transaction
is actually pending.

The hearing on Willis' Request has been adjourned until September
20, 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)


VARTEC TELECOM: Exclusive Plan Filing Period Extended Until Oct. 7
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
further extended, through and including Oct. 7, 2005, the time
within which VarTec Telecom Inc., and its debtor-affiliates have
the exclusive right to file a chapter 11 plan.  The Debtors also
retain the exclusive right to solicit acceptances of that plan
from their creditors through Dec. 9, 2005,.

The Debtors gave the Court five reasons in support of the
extension:

   1) their chapter 11 cases are large and complex, with
      identified assets of more than $800,000,000, liabilities
      of more than $590,000,000 and 14,000 creditors;

   2) they have shown good faith progress towards their
      reorganization efforts, including completing the sale of
      substantially all of their assets to Comtel Investments,
      L.L.C., and obtaining DIP financing on a going forward
      basis;

   3) they have been working diligently with the Official
      Committee of Unsecured Creditors, the Rural Telephone
      Finance Cooperative, the Official Committee of Excel
      Independent Representatives, their carriers, and other
      parties-in-interest in formulating a consensual plan;

   4) they are paying obligations to their employees, carriers,
      vendors, landlords, and utility providers in the ordinary
      course of business as those obligations become due; and

   5) the extension will not prejudice their creditors and other
      parties-in-interest and it is not meant to pressure their
      creditors into accepting an objectionable plan.

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed more than $100
million in assets and debts.


VARTEC TELECOM: Wants to Hire CXO as Operational Consultants
------------------------------------------------------------
VarTec Telecom Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas for permission
to employ CXO, L.L.C. as their operational consultants.

Pursuant to the terms of the Engagement Agreements dated Aug. 22,
2005, between the Debtors and CXO, Michael E. Katzenstein, a
Principal of CXO and Andy Jent, a Senior Director at CXO, will
serve as the Debtors' Interim Chief Operating Officer and Interim
Assistant Chief Operating Officer respectively.

Mr. Katzenstein and Mr. Jent will assist the Debtors' Chief
Executive Officer and their retained professionals in managing
their businesses, in fulfilling conditions to pending asset sale
transactions and in managing related transition issues.

Mr. Katzenstein disclosed that his Firm received a $50,000
retainer.

Mr. Katzenstein reports CXO's professionals bill:

    Designation          Hourly Rate
    -----------          -----------
    Principal               $550
    Senior Director         $400
    Director                $300
    Associate               $225

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

Headquartered in Dallas, Texas, VarTec Telecom Inc.
-- http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694).  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed more than $100
million in assets and debts.


VIDEOTRON LTEE: Moody's Rates New $175 Million Notes at Ba3
-----------------------------------------------------------
Moody's Investors Service affirmed all ratings of Quebecor Media
Inc., Videotron Ltee, and Sun Media Inc.; and assigned a Ba3
Senior Unsecured rating to Videotron's new US$175 million debt
issue.  The outlook for all ratings remains stable.

The Ba3 Corporate Family Rating of Quebecor Media Inc. reflects
Moody's expectation that increases in capital expenditures will be
offset by increasing EBITDA, primarily from good growth at
Videotron.  Near term expenditures are likely, in Moody's opinion,
to weaken credit metrics for the rating category by 2007.
However, when these metrics are considered in the context of the
company's strong market position in diverse stable/growing
businesses, Moody's believes QMI is appropriately positioned in
its rating category.

The rating is supported by:

   1) QMI's good market positions in the Canadian newspaper and
      cable sectors, as well as by diversity of cash flows;

   2) stable newspaper operating results; and

   3) strong cable growth with relatively stable margins.

The rating is constrained by:

   1) increasing capital expenditures;
   2) much reduced free cash flow in 2005-2006;
   3) increasing debt; and
   4) formidable telecom competition.

The outlook for the Corporate Family Rating is stable, as Moody's
expects that increased capital expenditures in 2005 and 2006
should produce increased cash flows beginning in 2007 from two
relatively stable businesses with good market positions.  Moody's
expects that a number of QMI's credit metrics will be largely
unchanged from the levels that existed at the end of 2004.  The
Corporate Family Rating might be upgraded if the cable telephony
and printing press capital expenditures, once completed, enable
QMI to generate additional cash flow and improve credit metrics.
The Corporate Family Rating might be downgraded if an aggressive
response by Videotron's telecom competitor slows Videotron's
growth into mid-single digits or reduces Videotron's EBITDA
margin, or if Sun's margin were to shrink due to a continuing move
away from newspaper readership and market share loss in the
competitive Toronto region.

Ratings affected by this action are:

  Quebecor Media Inc.:

    * Corporate Family Rating, Ba3 (unchanged)
    * Senior Unsecured Notes, B2 (unchanged):
    * 11.125% due July 2011 C$795 million equivalent
    * Senior Unsecured Discount Notes, B2 (unchanged):
    * 13.75% due July 2011 C$385 million equivalent

  Videotron Ltee:

    * Senior Unsecured Notes, rated Ba3 (unchanged):
    * 6.875% due January 2014 C$811 million equivalent
    * Proposed Senior Unsecured Notes, Ba3 (assigned):

      -- Due December 2015 US$175 million

  Sun Media Corporation:

    * Senior Secured Revolving Bank Facility, Ba2 (unchanged):

      -- Due 2008 C$75 million (C$nil outstanding)

    * Senior Secured Term Loan B, Ba2 (unchanged):

      -- Due 2009 C$245 million equivalent

    * Senior Unsecured Notes, Ba3 (unchanged):

      -- 7.625% due Feb 2013 C$248 million equivalent

Quebecor Media Inc. owns all of Sun Media Inc., the second-largest
newspaper chain in Canada, and all of Videotron Ltee, the third-
largest cable operator in Canada and the largest in the Province
of Quebec.  All of the companies are headquartered in Montreal,
Quebec, Canada.


VIDEOTRON LTEE: S&P Rates Proposed $175 Million Unsec. Notes at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Montreal, Quebec-based Videotron Ltee's proposed US$175 million
senior unsecured notes due December 2015, to be issued under Rule
144A with registration rights.  The debt is rated one notch below
the long-term corporate credit rating, reflecting its junior
position in the company's capital structure.

In addition, all ratings outstanding on Videotron and its parent
company, Quebecor Media Inc., along with the ratings on Quebecor
Media's subsidiary Sun Media Corp., including the 'BB-' long-term
corporate credit rating, were affirmed.  The outlook on all
companies is stable.

"Proceeds from the proposed senior unsecured notes will be used to
repay debt outstanding under Videotron's revolving credit
facility, to pay a dividend to Quebecor Media, and for general
corporate purposes," said Standard & Poor's credit analyst Lori
Harris.

The ratings on Quebecor Media, one of the largest media companies
in Canada, are based on the credit risk profile of the company and
its consolidated subsidiaries, including Videotron Ltee and Sun
Media Corp.  Both Videotron (a leading cable distributor in the
province of Quebec and third-largest in Canada) and Sun Media
(second-largest newspaper publisher in Canada) are rated the same
as the parent company, Quebecor Media.

The ratings on Quebecor Media largely reflect:

   * its aggressive financial profile;

   * high debt leverage;

   * cyclical industry fundamentals in the company's newspaper
     division; and

   * intense competition in all of its business segments.

These factors are partially offset by Quebecor Media's solid
market positions in cable and newspapers, which together accounted
for about 70% of reported revenues and 84% of reported operating
income for the six months ended June 30, 2005.  The remaining
revenues are generated from other lines of business, including
television broadcasting (through the company's 45% economic/99%
voting interest in TVA Group Inc., North America's largest French-
language television broadcaster), leisure, entertainment, and
business telecommunications, providing the company with added
diversity.

The stable outlook reflects Standard & Poor's expectation that
Quebecor Media's operating assets will maintain its solid market
positions and that credit measures will remain in line with the
ratings.  The ratings could be raised if the company strengthens
its business risk profile through building its market position
and/or improves its financial profile meaningfully.  The ratings
could be lowered if the company fails to meet expectations,
resulting in the weakening of Quebecor Media's credit measures.


WASHINGTON MUTUAL: Fitch Holds Low-B Rating on Four Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Washington Mutual
residential mortgage-backed certificates:

   Series 2004-AR1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

  Series 2004-S1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The affirmations, affecting approximately $593 million of the
outstanding balances, are due to credit enhancement consistent
with future loss expectations.  The above deals suffered no losses
since their initial ratings.

The collateral of WAMU 2004-AR1 consists of prime 30-year 5/1
hybrid adjustable-rate mortgage loans secured by first liens on
residential properties.  The original weighted average loan-to-
value ratio is 65.9% and the original weighted average FICO score
is 747.  The collateral of WAMU 2004-S1 consists of fully
amortizing, prime 30-year fixed-rate mortgage loans secured by
first liens on residential properties.  The original weighted
average loan-to-value ratio is 69.5% and the original weighted
average FICO score is 726.  Both deals are master serviced by
Washington Mutual Mortgage Securities Corp., which is rated RMS2+
by Fitch.

The pool factor (i.e. current mortgage loans outstanding as a
percentage of the initial pool) for WAMU 2004-AR1 is 59% and for
WAMU 2004-S1 is 72%.

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


WESTPOINT STEVENS: PBGC Protects Workers Covered by Pension Plans
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation reported that it has
assumed responsibility for the pensions of 32,500 workers and
retirees of WestPoint Stevens Corp., a bankrupt textile
manufacturer based in West Point, Georgia.

The pension plans of WestPoint Stevens's hourly and salaried
workers ended as of August 8, 2005, and the PBGC became trustee of
the plans on August 18, 2005.  The plans are 46 percent funded,
with $260 million in total assets to cover $566 million in benefit
promises.  The PBGC will be liable for $286 million of the $306
million pension shortfall.

WestPoint Stevens filed for Chapter 11 bankruptcy protection on
June 1, 2003, and its operating assets were sold to a group led by
financier Carl Icahn in a sale that closed on August 8, 2005.
Under the terms of the sale, the asset purchaser will not assume
the underfunded pension plans.

The PBGC will ensure that WestPoint Stevens workers and retirees
covered by the pension plans receive their benefits up to the
limits set by law.  Retirees will continue to receive monthly
benefit checks without interruption, and other workers will
receive benefits when they become eligible.

Under federal pension law, the maximum guaranteed pension at age
65 for participants in plans that terminate in 2005 is $45,613 per
year.  The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits.  In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Within the next several weeks, the PBGC will send trusteeship
notification letters to all WestPoint Stevens pension plan
participants.  Workers and retirees with questions may consult the
PBGC Web site, http://www.pbgc.gov/plansor call toll-free at 1-
800-400-7242.  For TTY/TDD users, call the federal relay service
toll-free at 1-800-877-8339 and ask for 800-400-7242.

WestPoint Stevens retirees who draw a benefit from the PBGC may be
eligible for the federal Health Coverage Tax Credit.  Further
information may be found on the PBGC Web site at
http://www.pbgc.gov/workers-retirees/benefits-
information/content/page13692.html

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 31,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

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


WESTPOINT STEVENS: Court Directs Parties to Show Cause on Sept. 13
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on August
18, 2005, WestPoint Stevens, Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
modify the Discovery Order and stay the time periods for all
discovery in connection with the Avoidance Actions pending the
Court's determination of the Dismissal Motion.

The Court, at the Debtors' request, established certain procedures
governing discovery in connection with adversary proceedings
brought by them.  Pursuant to the Discovery Order, the Debtors
have commenced about 350 adversary proceedings.

The Debtors sought the dismissal of their Chapter 11 cases, a
consequence of which is the dismissal of the Avoidance Actions and
the repayment of any amounts collected in connection therewith to
Avoidance Action defendants.  Thus, if the Court approves the
Dismissal Motion, no further discovery will be necessary.

                        *    *    *

Judge Drain directs interested parties to show cause why the
Court should not stay the pending Avoidance Actions.  Interested
parties may present their arguments before the Bankruptcy Court on
September 13, 2005, at 10:00 a.m.

Pending the hearing and determination of the Motion, Judge Drain
rules that all proceedings, including discovery, in the pending
Avoidance Actions are stayed in all respects until further Court
order.

Judge Drain further declares that all funds received by the
Debtors from or on behalf of Defendants in the Avoidance Actions
will continue to be held by the Debtors' special counsel, Stein
Riso Mantel LLP, until further Court order.

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)


WILLBROS GROUP: Soliciting Consents to Waive Potential Defaults
---------------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) is soliciting consents from the
holders of its outstanding 2.75% convertible senior notes due 2024
to amend certain provisions in the indenture governing the notes.
By consenting to the proposed amendments to the indenture, holders
of the notes will also be consenting to:

   -- waive any potential defaults that may have occurred before
      the proposed amendments become effective;

   -- rescind a purported notice of default that was delivered to
      Willbros under the indenture; and

   -- clarify that for a period ending on the nine-month
      anniversary of the date the proposed amendments become
      effective, no default will occur if Willbros fails to timely
      file a periodic report with the SEC.

Approval of the proposed amendments and waiver requires the
consent of the holders of a majority in principal amount of the
outstanding notes.  The record date for the solicitation is
Sept. 6, 2005.

The proposed amendments provide that:

    * the initial date on or after which Willbros may redeem all
      or any portion of the notes will change from March 15, 2011
      to March 15, 2013; and

    * in the event of a fundamental change involving a sale of
      Willbros in which at least 10 percent of the sales proceeds
      are paid in cash, Willbros will pay a make-whole payment to
      the holders of the notes.

The make-whole payment will consist of no more than the present
value of two years of scheduled interest payments on the notes.

No separate cash fee is being paid to holders for delivering
consents.

                  Financial Filing Delay

Willbros previously disclosed that it would not be able to timely
file its annual report on Form 10-K for the year ended Dec. 31,
2004, and its quarterly reports for the periods ended March 31,
2005, and June 30, 2005, and Willbros has not filed them to date.

On June 10, 2005, Willbros received a letter from a representative
of Whitebox Advisors, LLC, asserting that, as a result of
Willbros' failure to timely file with the SEC its 2004 Form 10-K
and Quarterly Report on Form 10-Q for the quarter ended March 31,
2005, Whitebox Advisors was placing Willbros on notice of an event
of default under the indenture.  Willbros has previously indicated
that it does not believe that it has failed to perform its
obligation under the indenture.

On Aug. 19, 2005, Willbros reached an agreement with Whitebox
Advisors, the beneficial owner of approximately 25.1% of the notes
as of June 10, 2005, pursuant to which it agreed to prepare an
amendment to the indenture and solicit approval for the proposed
amendments and waiver.  Whitebox Advisors has agreed to deliver a
letter of consent in favor of the proposed amendments and waiver.

The solicitation expires at 5:00 p.m., New York City time, on
Sept. 21, 2005, unless extended by Willbros.  Willbros will
announce any extensions of the solicitation by press release no
later than 9:00 a.m., New York City time, the day after expiration
of the solicitation.

Willbros has retained Bear, Stearns & Co. Inc. to serve as
solicitation agent for the solicitation, and D.F. King & Co., Inc.
to serve as the information agent and tabulation agent.

Questions regarding the solicitation may be directed to the
solicitation agent at (877) 696-2327 (toll free).  Copies of the
consent solicitation statement and related documents may be
obtained at no charge by contacting the information agent by
telephone at (888) 886-4425 (toll-free) or (212) 269-5550, or in
writing at 48 Wall Street, 22nd Floor, New York, NY 10005.

Willbros Group, Inc. -- http://www.willbros.com/-- is an
independent contractor serving the oil, gas and power industries,
providing engineering and construction, and facilities development
and operations services to industry and government entities
worldwide.


WILLBROS GROUP: Commences Consent Solicitation on 2.75% Sr. Notes
-----------------------------------------------------------------
Willbros Group, Inc. (NYSE: WG) is soliciting consents from the
holders of its outstanding 2.75% convertible senior notes due 2024
to amend certain provisions in the indenture governing the notes.
By consenting to the proposed amendments to the indenture, holders
of the notes will also be consenting to waive any potential
defaults that may have occurred before the proposed amendments
become effective, to rescind a purported notice of default that
was delivered to Willbros under the indenture and to clarify that
for a period ending on the nine-month anniversary of the date the
proposed amendments become effective, no default will occur if
Willbros fails to timely file a periodic report with the SEC.
Approval of the proposed amendments and waiver requires the
consent of the holders of a majority in principal amount of the
outstanding notes.  The record date for the solicitation is
September 6, 2005.

The proposed amendments provide that:

    * the initial date on or after which Willbros may redeem all
      or any portion of the notes will change from March 15, 2011
      to March 15, 2013; and

    * in the event of a fundamental change involving a sale of
      Willbros in which at least 10% of the sales proceeds are
      paid in cash, Willbros will pay a make-whole payment to the
      holders of the notes.  The make-whole payment will consist
      of no more than the present value of two years of scheduled
      interest payments on the notes.

No separate cash fee is being paid to holders for delivering
consents.

The solicitation expires at 5:00 p.m., New York City time, on
September 21, 2005, unless extended by Willbros.  Willbros will
announce any extensions of the solicitation by press release no
later than 9:00 a.m., New York City time, the day after expiration
of the solicitation.

The solicitation presents certain risks for holders who consent,
as set forth more fully in the consent solicitation statement.

Willbros has retained Bear, Stearns & Co. Inc. to serve as
solicitation agent for the solicitation, and D.F. King & Co., Inc.
to serve as the information agent and tabulation agent.

Questions regarding the solicitation may be directed to the
solicitation agent at (877) 696-2327 (toll free).  Copies of the
consent solicitation statement and related documents may be
obtained at no charge by contacting the information agent by
telephone at (888) 886-4425 (toll-free) or (212) 269-5550, or in
writing at 48 Wall Street, 22nd Floor, New York, NY 10005.

                        Default Waiver

Willbros previously said that it would not be able to timely file
its:

    * annual report on Form 10-K for the year ended December 31,
      2004;

    * its quarterly report for the period ended March 31, 2005;
      and

    * its quarterly report for the period ended June 30, 2005.

The Company said that it has not filed the three financial reports
as of Sept. 8, 2005.

On June 10, 2005, the Company received a letter from a
representative of Whitebox Advisors, LLC asserting that, as a
result of Willbros' failure to timely file with the SEC its 2004
Form 10-K and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005, Whitebox Advisors was placing Willbros on notice
of an event of default under the indenture.  Willbros has
previously indicated that it does not believe that it has failed
to perform its obligation under the indenture.

On August 19, 2005, Willbros reached an agreement with Whitebox
Advisors, the beneficial owner of approximately 25.1% of the notes
as of June 10, 2005, pursuant to which it agreed to prepare an
amendment to the indenture and solicit approval for the proposed
amendments and waiver.  Whitebox Advisors has agreed to deliver a
letter of consent in favor of the proposed amendments and waiver.

Willbros Group, Inc. -- http://www.willbros.com/-- is an
independent contractor serving the oil, gas and power industries,
providing engineering and construction, and facilities development
and operations services to industry and government entities
worldwide.


WINN-DIXIE: Court Approves Claims Resolution Procedures
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
authority to Winn-Dixie Stores, Inc., and its debtor-affiliates to
establish procedures for liquidating and settling Litigation
Claims through direct negotiation or alternative dispute
resolution.

As previously reported in the Troubled Company Reporter on Aug.
23, 2005, the Claims Resolution Procedure is intended to promote
cost effective and timely liquidation and settlement of the
Litigation Claims.

A full-text copy of the Claims Resolution Procedures is available
for free at http://ResearchArchives.com/t/s?16f

                         Objections

(1) Creditors Committee

The Official Committee of Unsecured Creditors does not oppose
establishment of streamlined procedures to resolve Litigation
Claims.

According to Patrick P. Patangan, Esq., at Akerman Senterfitt, in
Jacksonville, Florida, the Committee, like the Debtors, is
hopeful that the Proposed Procedures conserve estate resources,
as well as the Court's time, which would ultimately benefit the
Debtors' estates and creditors.

"There is one aspect of the Proposed Procedures, however, that
the Committee submits is inappropriate under the circumstances
and should not be approved," Mr. Patangan says.  "The Debtors
propose to improperly pay prepetition claims outside of a
confirmed chapter 11 plan."

The Committee asserts that the Debtors cannot and should not be
authorized to make cash payments on account of settled
prepetition general unsecured claims outside of a confirmed
chapter 11 plan.

Mr. Patangan contends that the proper remedy -- as the Debtors
have partially acknowledged and which was implemented in each of
the procedures cited by the Debtors in the Motion as precedent --
is to grant allowed prepetition general unsecured claims that
will receive distributions in accordance with a confirmed chapter
11 plan.

"It is inappropriate and entirely premature to make cash payments
on account of any Litigation Claim," Mr. Patangan insists.

Thus, the Committee asks Judge Funk to sustain its limited
objection and approve the Proposed Procedures without the
provisions relating to the authority to make Cash Payments.

(2) U.S. Trustee

Felicia S. Turner, the United States Trustee for Region 21,
objects to the Debtors' request based on six grounds:

    (a) The Motion was not served on the Claimants.  The Motion,
        if granted, affects the procedural rights of the Claimants
        without providing them any notice or opportunity to
        object.  In the event the Court should grant the Motion,
        the United States Trustee requests that it should be
        granted on a preliminary basis providing Claimants with a
        reasonable time frame to file an objection after receipt
        of the order and questionnaire.

    (b) The Motion requests that the receipt of an order granting
        the Motion and a questionnaire will serve as an objection
        to the Claimants' proof of claim, however, the proposed
        order and questionnaire fail to state any grounds for an
        objection to claim.  Claimants should be provided with the
        basis for the Debtors' objection to their proof of claim
        in the event the Court allows this claims resolution
        procedure.

    (c) The Motion provides that the Litigation Claimants
        excluding Judgment Claim Claimants must serve the Debtors
        with a copy of a onerous questionnaire by November 1,
        2005, or the Debtors have the right to seek the
        disallowance and expungement of the Claimants' original
        proof of claim.  The completed questionnaires are not
        required to be filed with the Court nor are they served on
        counsel for the Debtors. Some mechanism must be set in
        place where Litigation Claimants excluding Judgment Claim
        Claimants are able to determine if their questionnaire has
        been received by the Debtors and an opportunity to
        challenge the non-receipt.

    (d) The proposed states that until a litigation claimant's
        claim is resolved the claimant will not have an allowed
        claim for purposes of voting on a plan of reorganization.
        This provision is not included in the Debtors' Motion nor
        does the Bankruptcy Code provide for this result. Any such
        language should be stricken from any proposed order.

    (e) The Motion seeks authority to settle Litigation Claims and
        provides different mechanisms regarding court approval
        based on the settled amount.  In regards to any notice
        provided to the Creditors Committee, the United States
        Trustee requests that the newly formed equity committee
        also be provided that notice. Additionally, the Motion
        seeks to allow the Debtors, in their sole discretion to
        pay Litigation Claimants that are settled for $5,000 or
        less to receive either an allowed general unsecured claim
        or payment in cash equal to the settled amount up to an
        aggregate cap of $5,000,000.  Allowing that payment would
        elevate the status of these Claimants above other general
        unsecured non-priority creditors, which is inconsistent
        with the distribution provided for in the Bankruptcy Code.

    (f) The Motion obligates Claimants to spend substantial time
        and effort in the claims resolution process but requires
        the Claimants to file a motion for relief from stay if no
        resolution is reached.  Claimants should either be
        provided with an opt-out provision of the process or be
        provided automatic stay lifting upon unsuccessful
        resolution through the claims resolutions procedure.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request.

(3) Delford L. Drew, et al.

Delford L. Drew, Amanda English, Christina Gagnon, and the Estate
of Matthew Perrett do not oppose the Debtors' efforts to settle
prepetition Litigation Claims or to establish appropriate
procedures for doing so.  However, they point out that the
Proposed Procedures contain certain inaccuracies and omissions,
and specific provisions that are potentially procedurally and
substantively objectionable.

Mr. Drew, et al., believe that rectifying these issues is
paramount to establishing a clear and equitable procedure, and
will inure to the benefit of all parties by reducing potential
misunderstandings and misinterpretations and the costs associated
with it.

Kimberly Held Israel, Esq., at Held & Israel, in Jacksonville,
Florida, argues that:

    -- the Debtors' unilateral right to exclude persons from the
       Procedure should be precluded;

    -- a more sufficient definition of "Mediation/Arbitration
       Organization" and the requirements appertaining to it is
       warranted;

    -- the procedure for referral to Mediation/Arbitration should
       be explained; and

    -- the Debtors' applicable Third Party Indemnitors should be
       required to attend any and all Mediations/Arbitrations
       wherein the amount in controversy exceeds $2,000,000.

                      Court's Ruling

Judge Funk approves the Claims Resolution Procedure, provided
that the Debtors are not authorized to negotiate or make cash
settlement payments without further Court order.

The Court will hold a hearing on Sept. 22, 2005, at 1:00 p.m.
on the issue of making cash settlement payments.

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


WINN-DIXIE: Wants to Reject Two Commercial Net Leases
-----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject two unexpired leases with Commercial Net Lease Realty,
Inc.:

      Store No.                  Location
      --------                   --------
        2719       1707 Villa Rica Highway Dallas, Georgia
        2721       9105 Hickory Flat Highway Woodstock, Georgia

Rejecting the Leases will save the Debtors' estates costs
incurred with respect to administrative expenses, including rent,
taxes, insurance premiums, and other charges, Cynthia C. Jackson,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida, asserts.

To the extent any personal property remains in the properties
subject to the Leases, Ms. Jackson says, it is of little or no
value to the Debtors' estates.  Thus, the Debtors ask the Court
to deem abandoned any interest of the Debtors in any personal
property pursuant to Section 554(a) of the Bankruptcy Code.

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


WINN-DIXIE: Wants to Reject Contracts With Seven Parties
--------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject as of Sept. 22, 2005:

    (i) equipment lease agreements pursuant to which the Debtors
        lease pharmacy computer servers, sealing machine equipment
        and a digital copier; and

   (ii) several software license and maintenance agreements.

The Contract are:

Non-Debtor Party       Contract/Lease
----------------       --------------
Armstrong Laing, Inc.  Metify Software License and Services
                        Agreement dated as of April 19, 2002

Dolphin Capital Corp.  Lease No. 44248 for Savin Digital Copier,
                        dated February 28, 2003

GlobalNetXchange, LLC  Master Agreement dated December 29, 2004

Hocking Valley         Master Lease Agreement for Sealing
Leasing Company        Equipment dated as of February 18, 1996,
                        and Schedule A thereto

Hocking Valley         Master Lease Agreement for Sealing
Leasing Company/       Equipment dated as of March 5, 1997, and
AHP Machine & Tool Co. Schedule A

IBM Credit LLC         51 Term Lease Supplement Numbers for
                       PSERIES 615

Questionmark           Questionmark Software Support Agreement
Corporation            Number 0404 00005537, dated May 25, 2004

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court that by rejecting the
Contracts, the Debtors will avoid unnecessary expense and
burdensome obligations that provide no tangible benefit to the
their estates or creditors.

The Contracts are no longer necessary to the Debtors' ongoing
business operations, Ms. Jackson says.  In particular, Ms.
Jackson explains that because the Debtors are discontinuing their
condiment manufacturing operations, they no longer have any use
for the sealing machine equipment.  Likewise, the computer
servers and digital copier, for which the Debtors' monthly lease
payments approximate $35,000, are located in store and plant
locations that are closing or have been sold, adds Ms. Jackson.
With respect to the software license and maintenance agreements,
Ms. Jackson relates that the Debtors have determined that the
benefits do not justify the ongoing costs.

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


WORLDCOM INC: Tax Claim Objection Deadline Stretched to October 17
------------------------------------------------------------------
As previously reported, WorldCom, Inc. and its debtor-affiliates
sought additional time to object to proofs of claim and requests
for payment of administrative claims that were filed by taxing
authorities after March 1, 2004, or which appear to include
certain types of claims as component.

Although the Debtors have substantially completed an analysis of
the Remaining Tax Claims, Sylvia Mayer Baker, Esq., at Weil,
Gotshal & Manges, in New York, explains that the extension of the
Remaining Tax Claim Objection Deadline for another 45 days is
essential.  The Debtors have met numerous times with multiple
States and have devoted substantial time analyzing and responding
to questions from the States as part of the negotiation process.
Settlement discussions with the majority of States are currently
in an intense and critical phase.

Furthermore, hundreds of claims filed by taxing authorities assert
large Additional Claims based in whole or in part on complicated
legal, tax and accounting issues.  The Debtors need more time to
negotiate with the States to obtain a settlement of some or all of
the Remaining Claims given the complexity of the issues and the
number of states involved.

                         *    *    *

At the Debtors' behest, the United States Bankruptcy Court for the
Southern District of New York further extends the Remaining
Tax Claim Objection Deadline to and including October 17, 2005.

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)


WORLDCOM INC: Court Approves C.G. Young Claims Settlement
---------------------------------------------------------
On August 4, 2000, C.G. Young & Associates, Terry Fleming
Insurance Agency, Joyce Ponso, Roberta Peak, Keth and Beverly
Kammeraad, Financial Dream Team and Executive Base Network filed a
putative class action in the United States District Court for the
Central District of California against MCI WorldCom, Inc.  The
C.G. Young Plaintiffs filed an amended complaint and added
Utility Consumers' Action Network as a plaintiff.

The California Complaint alleged that MCI improperly billed each
of the C.G. Young Plaintiffs after they had requested to be
disconnected from the company's local and long distance services.
The Complaint asserted claims based on the Federal Communications
Act and unjust enrichment.

As of the Petition Date, the California Complaint has been subject
to the automatic stay.

On January 21, 2003, the C.G. Young Plaintiffs, individually and
as putative class representatives, filed Claim Nos. 16157 through
16164, alleging that they had been billed after requesting
disconnection from MCI's service.

According to Jerome L. Epstein, Esq., at Jenner & Block, LLP, in
Washington, D.C., none of the claims specified the amount
requested.

The Debtors objected to the Claims for lack of merit and the C.G.
Young Plaintiff's lack of authority to bring class claims.

On January 26, 2004, the Debtors filed a motion to dismiss or stay
the C.G. Young Plaintiffs' claims, contending that:

   a) their conduct with respect to long distance service was
      required by a Federal Communications Commission order;

   b) local service issues in question are under the exclusive
      jurisdiction of the California Public Utilities Commission;
      and

   c) at a minimum, the issues in question should be referred to
      the agencies under the doctrine of primary jurisdiction.

After full briefing and argument, the Court held that the Debtors
failed to meet the required burden of proof.  The Court further
held that the case should be stayed pursuant to the doctrine of
primary jurisdiction, pending referral to the FCC and CPUC.

Subsequently, in March 2005, six of the C.G. Young Plaintiffs
filed a notice to appeal the primary jurisdiction referral.  On
May 19, 2005, the United States District Court for the Southern
District of New York ruled that the Bankruptcy Court's decision is
unappealable.

After extended negotiations, the Debtors and the C.G. Young
Plaintiffs have reached an agreement to resolve all their claim
disputes.

The salient terms of the Agreement are:

   (a) Claim Nos. 16157, 16158, 16159, 16160, 16161, 16162, 16163
       and 16164 will be allowed as Class 6 General Unsecured
       Claims for $51,813 each for a total of $414,500;

   (b) The Debtors will then pay $73,970 and give 2,959 shares of
       MCI stock to the C.G. Young Plaintiffs for the Claims;

   (c) The C.G. Young Plaintiffs will release the Debtors from
       any actions, claims, suits or demands in any way related
       to Claim Nos. 16157 through 16164;

   (d) The Settlement will be a settlement of the individual
       Claims of the C.G. Young Plaintiffs, not a class
       settlement.  As a result, there will be no need for notice
       of the settlement to the putative class and no need for a
       fairness hearing; and

   (e) All parties will bear their own costs, expenses and fees.

At the Debtors' behest, Judge Gonzalez approves the parties'
Agreement.

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


* BOND PRICING: For the week of Sept. 5 - Sept. 9, 2005
---------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     4
Adelphia Comm.                         6.000%  02/15/06     4
AHI-DFLT 07/05                         8.625%  10/01/07    54
Allegiance Tel.                       11.750%  02/15/08    27
Allegiance Tel.                       12.875%  05/15/08    26
Amer Comm LLC                         11.250%  01/01/08    24
Amer. Plumbing                        11.625%  10/15/08    16
Amer. Restaurant                      11.500%  11/01/06    66
American Airline                       7.379%  05/23/16    72
American Airline                       8.390%  01/02/17    72
American Airline                      10.180%  01/02/13    72
American Airline                      10.680%  03/04/13    65
American Airline                      11.000%  05/06/15    69
Ameritruck Distr                      12.250%  11/15/05     1
AMR Corp.                              9.000%  09/15/16    74
AMR Corp.                              9.750%  08/15/21    61
AMR Corp.                              9.800%  10/01/21    62
AMR Corp.                              9.820%  10/25/11    73
AMR Corp.                              9.880%  06/15/20    62
AMR Corp.                             10.000%  04/15/21    66
AMR Corp.                             10.200%  03/15/20    64
AMR Corp.                             10.550%  03/12/21    72
Amtran Inc.                            9.625%  12/15/05    16
Anchor Glass                          11.000%  02/15/13    68
Antigenics                             5.250%  02/01/25    60
Anvil Knitwear                        10.875%  03/15/07    51
Apple South Inc.                       9.750%  06/01/06     6
Asarco Inc.                            7.875%  04/15/13    56
Asarco Inc.                            8.500%  05/01/25    57
ATA Holdings                          12.125%  06/15/10    20
ATA Holdings                          13.000%  02/01/09    18
Atlantic Coast                         6.000%  02/15/34    10
Atlas Air Inc.                         9.702%  01/02/08    58
Autocam Corp.                         10.875%  06/15/14    71
Bank New England                       8.750%  04/01/99     9
Big V Supermarkets                    11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    62
Calpine Corp.                          4.000%  12/26/03    65
Calpine Corp.                          4.750%  11/15/23    62
Calpine Corp.                          7.750%  04/15/09    62
Calpine Corp.                          7.875%  04/01/08    70
Calpine Corp.                          8.500%  02/15/11    64
Calpine Corp.                          8.625%  08/15/10    65
Calpine Corp.                          8.750%  07/15/13    74
Cell Therapeutic                       5.750%  06/15/08    63
Cell Therapeutic                       5.750%  06/15/08    74
Cellstar Corp.                        12.000%  01/15/07    72
Charter Comm Hld                      10.000%  05/15/11    74
CHS Electronics                        9.875%  04/15/05     0
Classic Cable                          9.375   08/01/09     0
Collins & Aikman                      10.750%  12/31/11    36
Comcast Corp.                          2.000%  10/15/29    43
Comprehens Care                        7.500%  04/15/10    23
Conseco Inc.                           9.000%  10/15/06     0
Covad Communication                    3.000%  03/15/24    68
Cray Inc.                              3.000%  12/01/24    57
Cray Research                          6.125%  02/01/11    41
Delco Remy Intl                        9.375%  04/15/12    65
Delta Air Lines                        2.875%  02/18/24    18
Delta Air Lines                        7.299%  09/18/06    58
Delta Air Lines                        7.700%  12/15/05    21
Delta Air Lines                        7.711%  09/18/11    60
Delta Air Lines                        7.779%  11/18/05    40
Delta Air Lines                        7.779%  01/02/12    44
Delta Air Lines                        7.900%  12/15/09    16
Delta Air Lines                        7.920%  11/18/10    60
Delta Air Lines                        8.000%  06/03/23    15
Delta Air Lines                        8.270%  09/23/07    48
Delta Air Lines                        8.300%  12/15/29    14
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        8.540%  01/02/07    36
Delta Air Lines                        8.540%  01/02/07    32
Delta Air Lines                        9.000%  05/15/16    15
Delta Air Lines                        9.200%  09/23/14    29
Delta Air Lines                        9.250%  03/15/22    12
Delta Air Lines                        9.320%  01/02/09    50
Delta Air Lines                        9.750%  05/15/21    16
Delta Air Lines                       10.000%  08/15/08    18
Delta Air Lines                       10.000%  05/17/09    26
Delta Air Lines                       10.000%  06/01/09    46
Delta Air Lines                       10.000%  06/01/10    16
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/01/11    43
Delta Air Lines                       10.000%  12/05/14    17
Delta Air Lines                       10.060%  01/02/16    49
Delta Air Lines                       10.080%  06/16/07    44
Delta Air Lines                       10.125%  06/16/09    50
Delta Air Lines                       10.125%  05/15/10    13
Delta Air Lines                       10.125%  06/16/10    44
Delta Air Lines                       10.140%  08/26/12    46
Delta Air Lines                       10.375%  02/01/11    15
Delta Air Lines                       10.375%  12/15/22    18
Delta Air Lines                       10.430%  01/02/11    20
Delta Air Lines                       10.430%  01/02/11    50
Delta Air Lines                       10.500%  04/30/16    41
Delta Air Lines                       10.790%  03/26/14    17
Delphi Auto Syst                       7.125%  05/01/29    68
Delphi Corp                            6.500%  08/15/13    73
Delphi Trust II                        6.197%  11/15/33    56
Edison Brothers                       11.000%  09/26/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    74
Emergent Group                        10.750%  09/15/04     0
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    70
Exodus Comm. Inc.                      5.250%  02/15/08     0
Federal-Mogul Co.                      7.375%  01/15/06    28
Federal-Mogul Co.                      7.500%  01/15/09    28
Federal-Mogul Co.                      8.370%  11/15/01    24
Federal-Mogul Co.                      8.800%  04/15/07    26
Federated Group                        7.500%  04/15/10     1
Finova Group                           7.500%  11/15/09    40
Foamex L.P.                            9.875%  06/15/07    14
Foamex L.P.                           13.500%  08/15/05    16
Ford Motor Co.                         6.625%  02/15/28    74
Ford Motor Co.                         7.400%  11/01/46    73
Fruit of the Loom                      8.875%  04/15/06     0
Gateway Inc.                           1.500%  12/31/09    72
Gateway Inc.                           2.000%  12/31/11    68
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  01/15/19    70
GMAC                                   5.900%  02/15/19    74
GMAC                                   6.000%  02/15/19    73
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  04/15/19    73
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.050%  08/15/19    72
GMAC                                   6.050%  08/15/19    67
GMAC                                   6.050%  10/15/19    75
GMAC                                   6.125%  10/15/19    73
GMAC                                   6.150%  08/15/19    74
GMAC                                   6.200%  04/15/19    72
GMAC                                   6.250%  05/15/19    73
GMAC                                   6.300%  08/15/19    74
GMAC                                   6.350%  04/15/19    74
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.350%  07/15/19    71
GMAC                                   6.400%  12/15/18    74
GMAC                                   6.500%  11/15/18    75
Golden Books Pub                      10.750%  12/31/04     0
Graftech Int'l                         1.625%  01/15/24    74
Graftech Int'l                         1.625%  01/15/24    71
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth                         9.625   03/15/06    37
Holt Group                             9.750%  01/15/06     0
Huntsman Packag                       13.000%  06/01/10    72
Impsat Fiber                           6.000%  03/15/11    75
Inland Fiber                           9.625%  11/15/07    49
Intermet Corp.                         9.750%  06/15/09    36
Iridium LLC/CAP                       10.875%  07/15/05    20
Iridium LLC/CAP                       11.250%  07/15/05    20
Iridium LLC/CAP                       13.000%  07/15/05    20
Iridium LLC/CAP                       14.000%  07/15/05    21
Kaiser Aluminum & Chem.               12.750%  02/01/03     5
Kmart Corp.                            8.990%  07/05/10    72
Kmart Corp.                            9.780%  01/05/20    69
Kmart Funding                          8.800%  07/01/10    50
Kmart Funding                          9.440%  07/01/18    68
Kulicke & Soffa                        0.500%  11/30/08    74
Level 3 Comm. Inc.                     2.875%  07/15/10    53
Level 3 Comm. Inc.                     5.250%  12/15/11    68
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    52
Liberty Media                          3.750%  02/15/30    58
Liberty Media                          4.000%  11/15/29    63
Macsaver Financl                       7.875%  08/01/03     2
Mississippi Chem                       7.250%  11/15/17     4
Muzak LLC                              9.875%  03/15/09    51
MSX Intl. Inc.                        11.375%  01/15/08    74
Natl Steel Corp.                       8.375%  08/01/06     2
North Atl Trading                      9.250%  03/01/12    74
Northern Pacific RY                    3.000%  01/01/47    61
Northern Pacific RY                    3.000%  01/01/47    61
Northwest Airlines                     7.068%  01/02/16    68
Northwest Airlines                     7.360%  02/01/20    58
Northwest Airlines                     7.626%  04/01/10    54
Northwest Airlines                     7.670%  01/02/15    71
Northwest Airlines                     7.691%  04/01/17    70
Northwest Airlines                     7.875%  03/15/08    36
Northwest Airlines                     8.070%  01/02/15    47
Northwest Airlines                     8.130%  02/01/14    47
Northwest Airlines                     8.700%  03/15/07    41
Northwest Airlines                     8.875%  06/01/06    49
Northwest Airlines                     9.179%  04/01/10    42
Northwest Airlines                     9.875%  03/15/07    41
Northwest Airlines                    10.000%  02/01/09    37
Northwest Airlines                    10.500%  04/01/09    35
Northwest Stl & Wir                    9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    74
NWA Trust                              9.875%  03/15/07    41
NWA Trust                             10.230%  12/21/12    57
NWA Trust                             11.300%  12/21/12    45
Oakwood Homes                          7.875%  03/01/04    28
Oakwood Homes                          8.125%  03/01/09    20
O'Sullivan Ind.                       10.630%  10/01/08    70
O'Sullivan Ind.                       13.375%  10/15/09     7
Outboard Marine                        7.000%  07/01/02     0
Outboard Marine                        9.125%  04/15/17     0
Owens-Crng Fiber                       8.875%  06/01/02    71
Pegasus Satellite                     12.375%  08/01/06    37
Pegasus Satellite                     12.500%  08/01/07    30
Pen Holdings Inc.                      9.875%  06/15/08    62
Pixelworks Inc.                        1.750%  05/15/24    71
Pliant Corp.                          13.000%  06/01/10    72
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Primedex Health                       11.500%  06/30/08    50
Primedex Health                       11.500%  06/30/08    49
Primus Telecom                         3.750%  09/15/10    27
Primus Telecom                         5.750%  02/15/07    55
Primus Telecom                         8.000%  01/15/14    62
Primus Telecom                        12.750%  10/15/09    50
Radnor Holdings                       11.000%  03/15/10    64
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    44
Realco Inc.                            9.500%  12/15/07    45
Reliance Group Holdings                9.000%  11/15/00    25
Reliance Group Holdings                9.750%  11/15/03     2
Salton Inc.                           12.250%  04/15/08    55
Solectron Corp.                        0.500%  02/15/34    68
Specialty Paperb.                      9.375%  10/15/06    65
Sun World Int'l.                      11.250%  04/15/04    11
Tekni-Plex Inc.                       12.750%  06/15/10    70
Teligent Inc.                         11.500%  12/01/07     0
Tom's Foods Inc.                      10.500%  11/01/04    68
Tower Automotive                       5.750%  05/15/24    32
Trans Mfg Oper                        11.250%  05/01/09    58
TransTexas Gas                        15.000%  03/15/05     1
Tropical SportsW                      11.000%  06/15/08     5
United Air Lines                       6.831%  09/01/08    67
United Air Lines                       7.371%  09/01/06    25
United Air Lines                       7.762%  10/01/05    52
United Air Lines                       7.811%  10/01/09    74
United Air Lines                       8.030%  07/01/11    66
United Air Lines                       9.000%  12/15/03    11
United Air Lines                       9.020%  04/19/12    38
United Air Lines                       9.125%  01/15/12    14
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.300%  03/22/08    27
United Air Lines                       9.560%  10/19/18    41
United Air Lines                       9.750%  08/15/21    11
United Air Lines                      10.250%  07/15/21    14
United Air Lines                      10.670%  05/01/04    12
United Air Lines                      11.210%  05/01/14    14
Univ. Health Services                  0.426%  06/23/20    60
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.250%  01/15/07     4
US Air Inc.                           10.300%  01/15/08    15
US Air Inc.                           10.300%  07/15/08     8
US Air Inc.                           10.610%  06/27/07     5
US Airways Pass-                       6.820%  01/30/14    60
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    59
Werner Holdings                       10.000%  11/15/07    72
Wheeling-Pitt St                       5.000%  08/01/11    75
Wheeling-Pitt St                       6.000%  08/01/10    70
Windsor Woodmont                      13.000%  03/15/05     1
Winn-Dixie Store                       8.875%  04/01/08    68
Winstar Comm                          14.000%  10/15/05     1
WMG Holdings                           9.500%  12/15/14    71
World Access Inc.                      4.500%  10/01/02    12
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    30

                          *********

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 ***