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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

        Tuesday, September 13, 2005, Vol. 9, No. 217      

                          Headlines

ACE AVIATION: Names B. Dunne as CFO, R. Peterson as Aeroplan CFO
ACCESS WORLDWIDE: Appoints Georges Andre Executive VP & COO
ADELPHIA COMMS: Court Adjourns Disclosure Statement Hearing
ALLEGIANCE TELECOM: Has Until Feb. 12 to Object to Claims
ALLIANCE GAMING: S&P Places BB- Corporate Credit Rating on Watch

ALOHA AIRGROUP: Court Okays Consulting Agreement With Sabre Inc.
AMERICAN TOWER: Moody's Upgrades 4 Note Ratings to B1 from B3
AMERIGAS PARTNERS: Prices 2.3 Million Common Unit Offering
ANDROSCOGGIN ENERGY: Court Okays TransCanada and Portland's Probe
APPLETON PAPERS: Business Restructuring to Save Up to $10 Million

ARTHUR FULLER: Case Summary & 5 Largest Unsecured Creditors
ASARCO LLC: Wants to Start Soil Remediation Under Everett Pact
ASHTON WOODS: S&P Assigns B+ Corporate Credit Rating
ATA AIRLINES: Asks Court to Approve Foothill L/C Facility
BALL CORPORATION: Deutsche Bank & JPMorgan Arranging New Facility

BATTERSON PARK: Fitch Holds $16.5 Mil. Class B Notes at Junk Level
BAYOU OFFSHORE: Section 304 Petition Summary
BRILLIANT DIGITAL: To Pay for Copyright Violation, Aus. Ct. Rules
BROOKSTONE INC: S&P Rates Proposed $190 Million Unsec. Notes at B
CALPINE CORP: Fitch Says Bear Stearns Joint Venture is Favorable

CANWEST MEDIA: S&P Places B+ Corporate Credit Rating on Watch
CATHOLIC CHURCH: Tucson Gets OK to St. Paul Coverage Issues
CHARLES RIVER LABORATORIES: Issues Third Quarter Guidance
CHC HELICOPTER: Completes Sale of Interest in Canadian Helicopters
CHESAPEAKE ENERGY: Prices $300 Million 4.50% Preferred Stock

CHESAPEAKE ENERGY: Prices 8-Mil Share Offering at $32.72 Per Share
CREDIT SUISSE: Fitch Retains Low-B Rating on Five Cert. Classes
CROWN RESOURCES: Posts $2.2 Million Net Loss in Second Quarter
DELPHI CORP: Board Eliminates Quarterly Dividend on Common Stock
DOBSON COMMS: Moody's Lifts $420 Million Notes' Ratings to Caa2

EAST 44TH: U.S. Trustee to Meet Creditors on September 23
EAST 44TH: Wants Access to NY Community Bank's Cash Collateral
EMERITUS ASSISTED: SHP & Walgreen Venture Results in $1.5-Mil Cash
ENESCO GROUP: Receives NYSE Listing Notification
ENRON CORP: Amends Brooklyn Union Gas Claims Settlement

FACET DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
FHC HEALTH: S&P Places B Credit Rating on Negative Watch
FLEETWOOD ENT: Posts $29.6 Million Net Loss in First Quarter 2006
FLINTKOTE COMPANY: Court Extends Removal Period Until Feb. 27
GE COMMERCIAL: Stable Performance Cues Fitch to Hold Low-B Ratings

GENERAL MOTORS: Discussing Overseas Production on September 22
GLOBAL CROSSING: Court Clears Microsoft & Softbank in Class Action
GLOBAL CROSSING: Ct. Allows Investors to Pursue Claims v. JPMorgan
GLOBAL IMAGING: S&P Raises Corporate Credit Rating to BB from BB-
GRANITE BROADCASTING: Moody's Affirms Junk Corporate Family Rating

HAYES LEMMERZ: S&P Lowers Corporate Credit Rating to B+ from BB-
HONEY CREEK: List of 20 Largest Unsecured Creditors
INSIGHT HEALTH: Launches $250 Million Private Debt Offering
INTEGRATED ELECTRICAL: Sells Florida Units for $7.9 Million
INTERSTATE BAKERIES: Committee Taps Shughart Thomson as Co-Counsel

INTERSTATE BAKERIES: Wants to Walk Away From 11 Real Estate Leases
JO-ANN STORES: Registers 2.6-Mil Shares for Employee Distribution
JOHN Q. HAMMONS: 98.83% of Noteholders Agree to Amend Indenture
KAISER ALUMINUM: Hires Russell Reynolds to Scout for New Directors
KAMPS AG: Fitch Puts BB- Rating on Watch Negative

KERASOTES SHOWPLACE: S&P Lowers Corporate Credit Rating to B-
KOEN BOOK: Creditors Committee Taps Lowenstein Sandler as Counsel
KOEN BOOK: Committee Hires Traxi LLC as Financial Advisor
KOEN BOOK: Files Schedules of Assets and Liabilities
LIFECARE HOLDINGS: Moody's Affirms $150 Million Notes' Junk Rating

LONGFAMILY FARMS: Case Summary & Largest Unsecured Creditor
LUIGINO'S INC: S&P Places B+ Corporate Credit Rating on Watch
MAD CATZ: Renews $35 Million Asset-Based Credit Facility
MARK ORMOND: Case Summary & 20 Largest Unsecured Creditors
MAULDIN-DORFMEIER: Wants Cowles & Thompson as Special Counsel

MEDIA GROUP: Court Okays Panel's Rule 2004 Probe of Sonny Howard
MERIDIAN AUTOMOTIVE: $6.7 Mil. Key Employee Severance Plan Okayed
MIRANT: Securities Action Plaintiffs Insist on Troutman Subpoena
MIRANT CORP: Disclosure Statement Hearing Rescheduled to Sept. 28
MOOG INC: Prices $50 Million Add-On Senior Sub Debt Offering

MUELLER GROUP: Moody's Rates New $1.05 Billion Facilities at B2
NBTY INC: Offering $150 Million of Senior Subordinated Notes
NORTHWEST AIRLINES: AMFA Talks Break Down Over Severance Pay
NORTHWEST AIRLINES: Freezes Benefit Accruals Under Pension Plan
NORTHWEST AIRLINES: Names David Davis SVP-Finance & Controller

NVF COMPANY: Taps Forshee & Boardroom as Accounting Consultants
OMNI CAPITAL: Case Summary & 12 Largest Unsecured Creditors
ONEIDA LTD: July 31 Balance Sheet Upside-Down by $14.6 Million
OWENS CORNING: Exterior Unit Wants to Buy Assets for $14.855-Mil
PARMALAT GROUP: Preliminary Injunction Continued to November 16

PBI MEDIA: Moody's Rates Proposed $78 Million Loan Facility at B3
PC LANDING: Scope of Pachulski Stang's Services Expanded
PC LANDING: Court Approves Services Contract with Lucent Tech.
POINT TO POINT: ThyssenKrupp Wants Probe of $10 Mil. Missing Funds
POINT TO POINT: Has Access to $3.75 Million Cash Collateral

PRIME OUTLETS: Referee Ready to Auction Property on Sept. 14
PRIMUS INT'L: S&P Places B+ Corporate Credit Rating on Watch
PROTECTION ONE: Steven Williams Resigns as Executive Vice Pres.
RELIANCE GROUP: Wants Court to Bless Settlement Offer with SEC
RISK MANAGEMENT: Court Okays Equifax Deal

RISK MANAGEMENT: Employs Dixon Hughes as Tax Advisor
SAN PASQUAL CASINO: S&P Rates Proposed $180 Million Notes at B+
SMURFIT-STONE: Fitch Affirms BB+ Rating on Senior Secured Debt.
SOLUTIA INC: Asks Court to Set Procedures for Retaining Experts
SOUTHAVEN POWER: Says Erie Power's Push for a Committee is Flawed

SPIRIT AEROSYSTEMS: S&P Places BB- Corporate Rating on Watch
STATION CASINOS: Expects 8% to 11% Revenue Growth in 3rd Quarter
TEREX CORPORATION: To Restate 2000 to 2003 Financial Statements
TFS ELECTRONIC: Hires Greenberg Traurig as Bankruptcy Counsel
TFS ELECTRONIC: Wants Claims Bar Date Set for October 24

TFS ELECTRONIC: U.S. Trustee Names 3-Member Creditors' Committee
TORCH OFFSHORE: Asks Court to Okay Energy Partners Settlement Pact
UAL CORP: U.S. Bank Wants Dist. Ct. to Nix Committee's Appeals
UAL CORPORATION: Wants Court to Approve Solicitation Procedures
UNISYS CORP: Moody's Rates Proposed $450 Million Notes at Ba3

VARTEC TELECOM: Wants Court to Approve Teleglobe Settlement
VIDEOTRON LTEE: Prices $175 Million 6-3/8% Senior Notes
VIRBAC CORP: Renegotiates Credit Facility with Major Shareholder
VOUGHT AIRCRAFT: S&P Places B+ Corporate Credit Rating on Watch
YANG YI: Voluntary Chapter 11 Case Summary

W.R. GRACE: New Offices & Service Center in Shanghai & Beijing
WALTER INDUSTRIES: Moody's Rates New $625 Mil. Facilities at Ba3
WESTPOINT STEVENS: Settles Fund Dispute With GSC Partners, et al.
WILLIAM LIPSKY: Case Summary & 11 Largest Unsecured Creditors
WINN-DIXIE: Panel Does Not Oppose Extension of Exclusive Periods

WINN-DIXIE: Three Landlords Object to Lease Decision Extension
WORLDCOM INC: Court Approves Ebbers Settlement Agreement

* Airlines Asking Congress for $600 Million Tax Break

* Large Companies with Insolvent Balance Sheets

                          *********

ACE AVIATION: Names B. Dunne as CFO, R. Peterson as Aeroplan CFO
----------------------------------------------------------------
Robert Milton, Chairman, President and CEO of ACE Aviation
Holdings Inc. reported the following key executive appointments
that support the Corporation's strategic business objectives.

Brian Dunne, formerly Chief Financial Officer at Aer Lingus,
the national carrier of Ireland, joins ACE as Executive Vice
President and Chief Financial Officer.  Reporting directly to the
CEO of ACE, he will have executive responsibility for the overall
financial strategic direction, control and financial monitoring
of ACE and its operating companies and will also have
responsibility for both the treasury and controller's operations.
After having joined the Irish carrier as CFO in 2001, Mr. Dunne
played a key role in transforming Aer Lingus into a profitable
low fare carrier.  He led the carrier's successful cost reduction
program and European fleet transformation as well as other
initiatives which were instrumental in the carrier's turnaround.
Prior to joining Aer Lingus, Mr. Dunne worked for Arthur Andersen
where he was a Partner in the business consulting practice with
clients in the transportation, energy and communications sectors.
Mr. Dunne is a Fellow of the Institute of Chartered Accountants
in Ireland and holds a Bachelor of Commerce degree from
University College Dublin.  His appointment is effective
September 6, 2005.

Rob Peterson, formerly Executive Vice President and Chief
Financial Officer of ACE, will assume the position of Executive
Vice President, Finance and Chief Financial Officer at Aeroplan
LP.

"Rob Peterson's significant contribution to Air Canada over the
years has included the responsibility for Aeroplan's finances for
more than a decade.  His extensive knowledge of Aeroplan's
business, together with his strong working relationship with its
executive team led by Rupert Duchesne, will be invaluable as
Aeroplan evolves its business plan as a newly public company,"
said Mr. Milton.

Greg Cote, formerly Senior Vice President and Partner, Ernst &
Young Corporate Finance, joins ACE as Senior Vice President,
Corporate Finance and Strategy.  Reporting to the Chief Financial
Officer of ACE, he will have executive responsibility for
developing and implementing financial strategies that create
additional value for ACE and its operating companies.  He most
recently acted as advisor to ACE on plans and strategies leading
to its successful completion of an equity raise of approximately
$792 million as well as the initial public offering of the
Aeroplan Income Fund.  He has been a Partner at Ernst &Young since
1997 with a practice focusing on corporate finance, mergers and
acquisitions, and corporate reorganization.  Prior to joining
Ernst &Young Corporate Finance, Mr. Cote was a Senior Manager at
Clarkson Gordon.  A qualified Chartered Accountant, Mr. Cote holds
a Bachelor of Commerce degree from McMaster University.  His
appointment is effective September 1, 2005.

Mr. Milton said, "I am pleased to welcome onboard two highly
talented individuals to key financial positions at ACE as we
implement our plan to grow our business units into stand alone
companies.  Moreover, I am delighted that Aeroplan will benefit
from Rob's broad industry knowledge and experience as this
important unit of ACE implements its business strategy as a
publicly held company.  The unique expertise and background of all
three individuals will further strengthen the ACE management team
and build on our strategic focus as we continue to work to realize
the inherent value of ACE."

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP. (Air Canada
Bankruptcy News, Issue No. 73; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ACCESS WORLDWIDE: Appoints Georges Andre Executive VP & COO
-----------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC)
appointed Georges Andre to the position of Executive Vice
President and Chief Operations Officer of Access Worldwide,
effective September 2, 2005.

In the newly created position, Mr. Andre, a ten-year veteran of
Access Worldwide Communications, Inc., will be responsible for
providing leadership, strategic direction and oversight to Access
Worldwide's communication centers.  Mr. Andre's elevation to EVP
and COO is a move to streamline the Company's best practices by
maximizing utilization of the Company's existing communications
centers.

Mr. Andre worked his way up the organization from Account Manager
to President and CEO of the TelAc Teleservices group.  In this
capacity, Mr. Andre managed three of Access Worldwide's
communication centers located in the U.S. and one in Manila,
Philippines.

Further management changes include Guy Amato's resignation from
his position as President and CEO of Access Worldwide's TMS
Professional Services group to pursue other professional
opportunities.

"Guy was a terrific member of the executive team during his tenure
at Access and I wish him luck in his future pursuits.  I have no
doubt he will be successful wherever he may go," stated Shawkat
Raslan, Chairman and CEO of Access Worldwide.  Mr. Raslan went on
to say, "We are very pleased and excited to have Georges serve the
Company in his capacity as EVP & COO.  He has demonstrated strong
leadership and operational skills and is the ideal candidate to
maximize the synergies of the Company's Pharmaceutical and
Business Services divisions.  I am confident Georges will
successfully expand the Pharmaceutical programs to our other
communication centers."

Access Worldwide Communications, Inc. -- http://www.accessww.com/
-- is an outsourced marketing services company that provides a
variety of sales, education and communication programs to clients
in the medical, pharmaceutical, telecommunications, financial
services, insurance and consumer products industries.  

As of June 30, 2005, Access Worldwide's balance sheet reflected a
$3,864,961 equity deficit, compared to a $3,865,118 deficit at
Dec. 31, 2004.


ADELPHIA COMMS: Court Adjourns Disclosure Statement Hearing
-----------------------------------------------------------
In a notice filed with the U.S. Bankruptcy Court for the Southern
District of New York, Adelphia Communications Corporation and its
debtor-affiliates disclosed that Judge Gerber adjourned to "a date
to be determined" the hearing to consider the:

    (i) approval of the Disclosure Statement explaining the ACOM
        Debtors' Second Amended Plan of Reorganization;

   (ii) voting record date;

  (iii) approval of the related solicitation packages and
        procedures for distribution;

   (iv) approval of forms of ballots and establishment of
        procedures for voting on the Second Amended Plan; and

    (v) establishment of procedures to determine cure amounts and
        deadlines for objections for certain executory contracts
        and unexpired leases to be retained, assumed or assigned
        by  the ACOM Debtors.

"This is a complex bankruptcy and it's taking longer than
expected to prepare for the hearing, but we do not view this
event as material to the bankruptcy process," ACOM spokesman Paul
Jacobson told Bloomberg News.

The ACOM Debtors tell Judge Gerber they'll file and serve a notice
setting forth the adjourned hearing date and the related objection
deadline.

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


ALLEGIANCE TELECOM: Has Until Feb. 12 to Object to Claims
---------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York gave Eugene I. Davis, the Plan
Administrator for Allegiance Telecom Liquidating Trust, successor
to Allegiance Telecom, Inc., an extension until Feb. 12, 2006, of
the deadline to file objections to:

   -- Administrative Expense Claims,
   -- Priority Non-Tax Claims,
   -- Priority Tax Claims, and
   -- Secured Claims.

Kenneth A. Davis, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Manhattan tells the Court the Trust wants to extend the Claims
Objection Deadline in order to preserve its right to object to
some claims in the event that ongoing negotiations concerning
these claims fail to result in a consensual resolution.

Allegiance Telecom, Inc. -- http://www.algx.com/-- is a   
facilities-based national local exchange carrier headquartered in
Dallas, Texas.  As the leader in competitive local service for
medium and small businesses, Allegiance offers "One source for
business telecom(TM)" -- a complete telecommunications package,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.  
Allegiance serves 36 major metropolitan areas in the U.S. with its
single source approach. Allegiance's common stock is traded on the
Over The Counter Bulletin Board under the ALGXQ ticker symbol.  It
announced financial restructuring plans under Chapter 11 of the
U.S. Bankruptcy Code on May 14, 2003.  Ira S. Dizengoff, Esq.,
Philip C. Dublin, Esq., and Kenneth A. Davis, Esq., at Akin Gump
Strauss Hauer & Feld represent Allegiance Telecom Liquidating
Trust.  On June 10, 2004, the Court confirmed the Debtor's Third
Amended Joint Plan of Reorganization and that Plan became
effective on June 23, 2004.


ALLIANCE GAMING: S&P Places BB- Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on gaming
equipment manufacturer Alliance Gaming Corp., including its 'BB-'
corporate credit rating, on CreditWatch with negative
implications.
     
The CreditWatch listing follows the Las Vegas, Nevada-based
company's announcement on September 8, 2005, that it has not
completed its accounting and financial reporting process for the
company's fiscal year ended June 30, 2005.  Several transactions
came under review with respect to the timing of revenue
recognition, which has led Alliance, with the assistance of
consultants, to undertake a broader review of the company's sales
contracts and revenue recognition practices.

This is the second time that the year-end earnings release has
been postponed, and Alliance has indicated that it will be unable
to file its 10K by its required date, September 13, 2005.  If
Alliance's audited financial statements and accompanying
compliance certificates are not delivered by the 15-day calendar
extension filing date of September 28, 2005, the company will be
in default under its credit agreement.  Still, there are notice
and cure provisions under the credit agreement, which allow the
company until to November 4, 2005, to deliver the required
information.
      
"We expect to comment further on the situation by the end of
September.  Rating implications vary considerably depending on the
outcome of our review, ranging from an affirmation to a multiple
notch downgrade," said Standard & Poor's credit analyst Peggy
Hwan.


ALOHA AIRGROUP: Court Okays Consulting Agreement With Sabre Inc.
----------------------------------------------------------------
The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii gave Aloha Airgroup, Inc., and Aloha Airlines,
Inc., permission to assume a Master Agreement for System Usage and
Professional Services with Sabre Inc.

As previously reported in the Troubled Company Reporter on
June 8, 2005, Sabre will continue to assist the Debtors in
implementing their business plan for improved profitability.

The scope of consulting services provided by Sabre under the
agreement is defined in various work orders.  Aloha Airlines has
executed six work orders.

Under the agreement and the six work orders, Aloha will pay Sabre
$154,000.

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 TOWER: Moody's Upgrades 4 Note Ratings to B1 from B3
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of American Tower
Corporation and its subsidiaries.  The ratings action is based
upon:

   * the company's track record of good revenue and cash flow
     growth and free cash flow generation; and

   * its history of devoting that free cash flow to debt reduction
     to substantially reduce the company's financial risk profile.

Further, American Tower benefits from the acquisition of the less
leveraged Spectrasite and its substantial free cash flow
generation.

The affected ratings are:

  American Tower Corporation:

     * Corporate family rating upgraded to Ba2 from B1
     * Speculative grade liquidity rating affirmed at SGL-1
     * 9.375% Senior Notes due 2009 upgraded to B1 from B3
     * 7.5% Senior Notes due 2012 upgraded to B1 from B3
     * 7.125% Senior Notes due 2012 upgraded to B1 from B3
     * 5% Convertible Notes due 2010 upgraded to B1 from B3

  American Towers, Inc. (fka American Tower Escrow Corp.):

     * 7.25% Senior Subordinated Notes due 2011 upgraded to Ba2
       from B2

     * 0% Senior Subordinated Discount Notes due 2008 upgraded to
       Ba2 from B2

  American Tower, LP and American Towers, Inc. (co-borrowers):

     * Senior secured credit facility maturing 2011 upgraded
       to Baa3 from Ba3

  Spectrasite Communications, Inc.:

     * Senior secured credit facility maturing 2011/2012 upgraded
       to Ba1 from Ba3

  SpectraSite, Inc.:

     * Corporate family rating withdrawn
     * 8.25% Senior Notes due 2010 rating withdrawn

The Ba2 corporate family rating reflects the solid financial
performance of American Tower, and Moody's expectation that the
company will continue to post revenue growth in excess of 6% per
year with EBITDA and cash provided by operations growing faster
due the company's fixed expense base.  The Ba2 rating is
constrained by the company's more modest but still high leverage.

Measured on an as reported basis, with the acquisition of
Spectrasite, American Tower is now within its target leverage
rating of 4 to 6 times net debt/EBITDA.  On an adjusted basis,
using Moody's global standard adjustments, this ratio increases to
5 to 7 times, with expected 4Q05 adjusted debt to adjusted EBITDA
of 7.1 times.  While this is a high ratio for the rating category,
Moody's takes comfort that mitigating this financial risk measure
is the company's stable, contracted revenue stream of lease
payments from its predominantly investment grade-rated customers.

The stable outlook reflects Moody's opinion that the company is
well positioned in the Ba2 rating category; having achieved
management's target leverage level, further material debt
reduction is unlikely, and the company will look to begin
returning cash to its shareholders.  The ratings could be upgraded
if the company sustained leverage at the lower boundary of its
target range (4 times debt/EBITDA on an as reported basis, or 5
times on an adjusted basis).  The ratings are likely to face
downward pressure should American Tower alter its leverage target
to a higher range.

Both American Tower and Spectrasite posted strong revenue growth
in the first half of 2005 (9% for American Tower and 11% for
Spectrasite), while reported EBITDA grew 13.8% for American Tower
in 2Q05 over 2Q04, and 19% for Spectrasite.  Importantly, the two
companies generated a total of $308 million of free cash flow on a
pro forma combined basis over the last twelve months (cash
provided by operations less capital expenditures) or roughly 8% of
the combined balance sheet debt of the two companies.  Adjusting
for their substantial operating lease commitments, primarily long
term leases on the land underneath their towers, Moody's
calculates this ratio to be 5.7% for the LTM June 30, 2005.

Due to expected continued cash flow growth and lower interest
rates, Moody's expects this ratio to improve to over 8% (on an
adjusted basis) in 2006.  While this figure is low for the rating
category, Moody's believes that tower companies can support
relatively low free cash flow ratios (and associated higher
leverage ratios) due to the relatively low business risk of the
industry.  Further, as the largest tower company, with over 20,000
towers in the US, Moody's believes American Tower is well
positioned to capitalize on the favorable industry economics as
the combined company enjoys better economies of scale and becomes
even more important to its wireless carrier customers.

The Baa3 rating on the senior secured debt of American Towers, LP
reflects the benefits these lenders to the operating companies
enjoy due to their collateral and guarantee package, their
structural priority in the combined company's capital structure,
and the substantial free cash flow generation of the over 14,000
towers securing these obligations.  The Ba1 rating on the secured
debt of Spectrasite Communications also reflects its strong
collateral and guarantee package, but with roughly $700 million of
secured debt supported by approximately $200 million of
Spectrasite EBITDA from roughly 7800 towers and in-building
systems, these lenders are not as over-collateralized as the
secured lenders to American Towers, LP where roughly the same
amount of secured debt is supported by over twice as much EBITDA.

The Ba2 rating on the subordinated debt of American Towers, Inc.
reflects the relatively senior position of these obligations and
the benefit of upstream guarantees from American Tower's primary
operating subsidiaries.  The B1 rating on the senior unsecured
debt of American Tower Corporation reflects the junior ranking of
these obligations behind the debt of its subsidiaries which
represent approximately 54% of the total reported debt of the
company.

The affirmation of American Tower's SGL-1 liquidity rating
reflects Moody's opinion that the company continues to posses a
very good liquidity profile.  Moody's expects the company to
continue to generate significant levels of free cash flow, and
near term debt maturities are modest.  Further, American Tower has
access to two large undrawn revolving credit facilities, and there
is substantial covenant cushion to assure continued access to
those facilities.

Headquartered in Boston, American Tower Corporation owns and
operates over 22,000 sites in the US, Mexico and Brazil and had
LTM revenues (pro forma for the recent acquisition of Spectrasite)
of $1.1 billion.


AMERIGAS PARTNERS: Prices 2.3 Million Common Unit Offering
----------------------------------------------------------
AmeriGas Propane, Inc. said that AmeriGas Partners agreed to sell
2,300,000 common units, representing limited partner interests, at
a public offering price of $33.00 per unit, in an underwritten
offering being managed by Citigroup Global Markets Inc. and
Wachovia Capital Markets, LLC that is scheduled to close on
September 13, 2005.

AmeriGas Partners also has granted to the underwriters an option
to purchase up to an additional 345,000 common units to cover
over-allotments at $33.00 per unit, less the underwriting
discount.  The net proceeds to AmeriGas Partners of approximately
$72.4 million, or $83.3 million if the over-allotment option is
exercised, will be used to reduce indebtedness under its bank
credit agreement and for general partnership purposes.

Copies of the final prospectus relating to this offering may be
obtained from the offices of Citigroup Global Markets Inc., 140
58th Street, Brooklyn, NY 11220, Attention: Prospectus Dept.,
Floor 8-I, or from Wachovia Capital Markets, LLC, 7 St. Paul
Street, 1st Floor, Baltimore, MD 21202, Attention: Syndicate
Department.

AmeriGas Partners is the nation's largest retail propane
distributor, serving nearly 1.3 million customers from over 650
locations in 46 states.  UGI Corp. (NYSE: UGI), through its
subsidiaries, will own approximately 44 percent of the Partnership
and individual unitholders will own the remaining 56 percent
assuming that the over-allotment option is not exercised.

Through its subsidiaries, AmeriGas Partners, L.P. (NYSE:APU) is
the largest retail propane distributor in the United States.  The
Partnership serves residential, commercial, industrial,
agricultural and motor fuel customers from over 650 retail
locations in 46 states.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
AmeriGas Partners, L.P.'s -- APU -- $400 million senior notes due
2015, issued jointly and severally with its special purpose
financing subsidiary Amerigas Finance Corp., are rated 'BB+' by
Fitch Ratings.  The Rating Outlook is Stable.  An indirect
subsidiary of UGI Corp. is the general partner and 44% limited
partner for APU, which, in turn, is a master limited partnership -
- MLP -- for AmeriGas Propane, L.P. -- AGP, an operating limited
partnership.  Proceeds from the new senior notes will be utilized
to repurchase outstanding 8.875% APU senior notes pursuant to an
ongoing tender offer.


ANDROSCOGGIN ENERGY: Court Okays TransCanada and Portland's Probe
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave
TransCanada Gas Services, Inc., and Portland Natural Gas
Transmission System authority to examine Androscoggin Energy LLC
under Rule 2004 of the Federal Rules of Bankruptcy Procedures.

As previously reported in the Troubled Company Reporter on
July 19, 2005, TransCanada and Portland want to validate their
claims and compel the Debtor's production of financial and other
relevant documents.

TransCanada and Portland charged that the Debtor is depleting the
value of the estate.  Androscoggin's Plant, despite being not
operational, is burning cash.  The Debtor is also spending
$130,000 monthly for payroll and hundreds of thousands of dollar
for professional fees.  The parties note that Berstein, Shur,
Sawyer & Nelson, Quinlan & Carroll, Ltd., and Mesirow Financial
Consulting, LLC's fees for April 2005 were $790,064.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


APPLETON PAPERS: Business Restructuring to Save Up to $10 Million
-----------------------------------------------------------------
Appleton Papers Inc. reported a restructuring plan for its
business segments aimed at improving the company's market focus,
streamlining its organizational structure, reducing costs, and
positioning the company to pursue international growth
opportunities.

The company will be organized into three divisions:

    * technical papers,
    * flexible packaging, and
    * international.

The new organizational structure will result in the elimination of
approximately 40 jobs, primarily at the company's Appleton,
Wisconsin, headquarters.  The company expects that this
restructuring combined with the benefits of other cost reduction
efforts already in place to result in savings of $8 to $10 million
in 2006.  Appleton will take a charge of $3.7 million for the
restructuring.

"Our restructuring is part of an ongoing effort to align our
business priorities and to increase value for our customers and
shareholders," said Mark Richards, Appleton's chief executive
officer.  "To achieve those goals, we created a new division
structure and aligned our technology resources to increase market
focus and operating efficiencies and accelerate our product
development and growth efforts."

Appleton will continue to pursue growth opportunities through a
balanced framework of maximizing its core businesses and extending
those core businesses into complimentary markets and products.  
"We will use market insight and leverage our strengths in coating
and encapsulation technologies to be better than anyone else at
providing technically advanced papers, films and services for
communication and packaging to businesses around the world," said
Richards.

                    Technical Papers Division

The most significant part of the restructuring will combine into a
technical papers division Appleton's carbonless, thermal and
security papers businesses.  Sales from those businesses in the
U.S. and Canada accounted for more than $780 million of Appleton's
$990 million of sales in 2004.

Appleton is the world's largest producer of carbonless paper and
the largest North American producer of thermal paper.

Richards said that creating a technical papers division reaffirms
Appleton's commitment as the market leader in the carbonless and
thermal businesses and will enable the company to continue to
provide its customers with the innovative products and superior
service and value they expect from Appleton.

Appleton will name a person to fill the new position of president
of its new technical papers division.  Until that appointment is
made, John Depies, Appleton's vice president and general manager
of thermal and advanced technical products, Jim McDermott, vice
president and general manager of Appleton's coated solutions
business, and Todd Downey, manufacturing director, will continue
to manage those businesses.

                   Flexible Packaging Division

The flexible packaging division will contain Appleton's packaging
subsidiaries, American Plastics and C&H Packaging in Wisconsin and
New England Extrusion in Massachusetts and Wisconsin.  Steve Sakai
will continue to serve as the division's vice president and
general manager.

In April 2003, Appleton purchased C&H Packaging and American
Plastics to enter the flexible packaging market and leverage its
expertise in coating applications and microencapsulation.  C&H
Packaging prints and converts flexible plastic packaging materials
for companies in the food processing, household and industrial
products industries.  American Plastics produces high- quality,
custom multilayered films and commercial packaging.

In January 2005, Appleton acquired New England Extrusion, a
company that produces single and multilayer polyethylene films for
packaging applications.  New England Extrusion's polyethylene
films complement the high barrier coextruded films American
Plastics produces.  By sharing their capabilities, American
Plastics and New England Extrusion are expanding their abilities
to design and produce film products with customer-specified
properties.  The addition of New England Extrusion is expected to
increase sales from Appleton's flexible packaging division to
approximately $100 million for 2005.

                    International Division

Appleton sells its carbonless and thermal products into
approximately 60 countries and international sales accounted for
more than 20 percent of Appleton's 2004 sales.  Appleton expects
to name a vice president and general manager for its new
international division and create a team dedicated solely to
increasing the company's international sales through focused sales
and marketing efforts and exploring partnerships, strategic
alliances, and supply agreement options.  The international
division will include BemroseBooth, a provider of secure and
specialized print services based in Derby, United Kingdom, that
Appleton acquired in December 2003.  Graham Bennington will
continue to serve as the chief executive officer of BemroseBooth.

Appleton Papers Inc. -- http://www.appletonideas.com/-- uses  
ideas that make a difference to create product solutions through
its development and use of coating formulations and applications,
encapsulation technology, and specialized and secure print
services.  The Company produces carbonless, thermal, security and
performance packaging products.  Appleton is headquartered in
Appleton, Wisconsin, and has manufacturing operations in
Wisconsin, Ohio, Pennsylvania, Massachusetts and the United
Kingdom, employs approximately 3,400 people, and is 100 percent
employee owned.

                       *     *     *

As reported in the Troubled Company Reporter on June 13, 2005,
Standard & Poor's Ratings Services revised its outlook on
specialty paper producer Appleton Papers Inc. to negative from
stable.  At the same time, it affirmed all ratings, including the
'BB' corporate credit rating.

"The rating action reflects credit measures that remain somewhat
weaker than we had been expecting Appleton to achieve," said
Standard & Poor's credit analyst Pamela Rice.  "Although we had
expected that Appleton would need to pursue growth opportunities
to replace shrinking carbonless paper volumes, we had anticipated
a greater portion to be generated internally.  However, revenue
growth of thermal products has been less robust than originally
projected.  In addition, the operating margins of acquired
businesses are below expectations."


ARTHUR FULLER: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arthur B. E. & Wendy Fuller
        Five School House Hill
        Newton, Connecticut 06470

Bankruptcy Case No.: 05-51169

Type of Business:

Chapter 11 Petition Date: September 12, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  Zeisler and Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234

Total Assets: $500,000 to $1 Million

Total Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Value of security:        $499,094
Andover, MA 05501             $498,000

Chrysler Financial                                       $23,802
Attn: Pres, GP or
Mang. Memb.
P.O. Box 1728
Newark, NJ 07101

GMAC                          Security agreement          $7,000
Attn: Pres, GP or             Value of security:
Mang. Memb.                   $28,000
P.O. Box 78234
Phoenix, AZ 85062

State of Connecticut                                      $6,000
Dept. of Revenue Services
25 Sigourney Street
Hartford, CT 06103

Roadloans                     Security agreement          $5,000
Attn: Pres, GP or             Value of security:
Mang. Memb.                   $30,000
Dept. CH 10104
Palatine, IL 60055


ASARCO LLC: Wants to Start Soil Remediation Under Everett Pact
--------------------------------------------------------------
ASARCO, LLC, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Texas to enter into an Agreement for
Acceptance of Soil with the Everett Housing Authority.

James R. Prince, Esq., at Baker Botts, LLP, in Dallas, Texas,
recounts that ASARCO was scheduled to perform remediation of
certain residential yards and adjoining rights-of-way in Everett,
Washington, in 2005, but is unable to do so as a result of its
bankruptcy filing.

The EHA wants to hire contractors and subcontractors to complete
the remediation work.  Completing the remediation work of the
yards will result in the removal of soil from the yards and
placement of the soil at the site of the former ASARCO smelter in
Tacoma, Washington.  ASARCO owns the Site.

ASARCO is willing to accept the soil at the Site under the terms
set forth in the Agreement.  ASARCO agrees to accept, at no cost
to the EHA except as specifically provided for in the Agreement,
soil at the Site, estimated to total approximately 30,000 cubic
yards, generated by the EHA's contractor in 2005 in the course of
completing the remediation work.

Mr. Prince tells the Court that the Site on which the
contaminated soil will be deposited already contains contaminated
soil, because of ASARCO's prepetition remediation work.  While
the Agreement will increase the amount of soil that ASARCO needs
to address on its own property, the Agreement will not change the
remedy that ASARCO will utilize regarding the property.  That
remedy will be designed to cap and contain the contaminated soil.

The EHA and its contractors will be solely responsible for:

   (i) changes to an approved plan for transporting soil to the
       Site;

  (ii) paying the cost of transporting soil to the Site;

(iii) providing the equipment necessary for transport; and

  (iv) complying with all laws and regulations applicable to the
       transport.

The EHA will coordinate with the City of Tacoma and the Town of
Ruston to re-initiate transportation of soil to the Site and to
maintain or modify the approved Transportation Plan.

The EHA agrees that any personnel entering the Site to implement
the Agreement will comply with all of ASARCO's environmental,
health and safety policies.  Moreover, the EHA will indemnify and
defend ASARCO against all claims it may sustain, arising from the
EHA's performance under the Agreement.

The Environmental Protection Agency and the State of Washington
have approved the transfer of soil from the residential
properties in Everett to the Site.

A full-text copy of the Agreement for Acceptance of Soil and the
Transportation Plan is available at no charge at:

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

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)


ASHTON WOODS: S&P Assigns B+ Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Ashton Woods USA LLC and its subsidiary, Ashton
Woods Finance Co.  In addition, a preliminary rating of 'B-' is
assigned to the company's proposed $125 million senior
subordinated debt issuance.  The outlook is stable.
      
"The ratings reflect this moderately sized homebuilder's
conservative growth strategy and disciplined land acquisition and
inventory management," explained Standard & Poor's credit analyst
George Skoufis.  "The company is somewhat concentrated, but is
methodically diversifying its markets and product offerings.
Credit considerations include an adequate liquidity position,
modestly weaker, but improving, margins relative to its peers, and
a meaningful component of projected variable-rate bank debt."

The stable outlook is supported by the company's measured and
conservative growth strategy.  Although this strategy is a drag on
profitability, it should yield fairly stable performance, and may
be more defensible in a less robust housing market.


ATA AIRLINES: Asks Court to Approve Foothill L/C Facility  
---------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Southern
District of Indiana authorized ATA Airlines, Inc. and its debtor-
affiliates to obtain postpetition financing from the National City
Bank of Indiana in the form of extensions and renewals and
extension of 40 letters of credit issued prepetition by NCBI to
the Debtors' lessors and vendors.

NCBI issued the L/Cs on account of the Debtors under a credit
agreement, dated December 2, 2004, and last modified November
2004.  The Debtors' reimbursement obligations to NCBI are secured
by various depository accounts held by NCBI.

The NCBI Credit Agreement expires on August 31, 2006.

According to Terry E. Hall, Esq., at Baker & Daniels, in
Indianapolis, Indiana, certain of the L/Cs are in need of renewal
and the renewal terms may extend beyond the expiration date of the
NCBI Credit Agreement.  The Debtors have decided not to renew the
NCBI L/C Facility.

ATA Airlines, Inc., has negotiated at length with Wells Fargo
Foothill, Inc., as agent for certain financial institutions to
procure a new letter of credit facility.

The proposed New L/C Facility provides that:

      * the Lenders would issue or procure the issuance of one or
        more back-up letters of credit to NCBI;

      * NCBI will transfer the NCBI Collateral applicable to the
        issued back-up L/C to an account with Wells Fargo Bank,
        National Association, which account will be subject to a
        security interest in favor of the Lenders, free and clear
        of any other lien or interest except the liens permitted
        under the New L/C Facility; and

      * the existing L/Cs issued by NCBI subsequently will be
        replaced with L/Cs issued by the Lenders under the terms
        of a DIP credit agreement between ATA Airlines and
        Foothill.

The DIP Agreement still needs to be finalized.

Pursuant to Sections 105(a) and 364(c) of the Bankruptcy Code, the
Debtors ask the Court to approve the New L/C Facility with
Foothill.

The issuance of replacement letters of credit and the issuance of
new letters of credit would be secured by a first priority
security interest in the NCBI Collateral and any other funds or
other property pledged in the future to satisfy the requirements
of the Credit Agreement, as modified.

Foothill and the Lenders also will be granted a superpriority
administrative expense claim for any deficiency subject only to
the Carve Out, and the administrative priority claims granted
pursuant to previous court orders.

                           *     *     *

ATA Airlines advises Judge Lorch that the DIP Credit Agreement
contains confidential information and should have been redacted.

Accordingly, the Debtors sought and obtained a Court order:

    (i) blocking or removing access to the DIP Credit Agreement
        from the Court's docket; and

   (ii) directing all parties who have obtained a copy of the
        Agreement to hold it as confidential information.

The Court will convene a hearing on September 19, 2005, at 10:30
a.m. to consider the Debtors' request.  Objections must be filed
and served by September 16, 2005.

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)


BALL CORPORATION: Deutsche Bank & JPMorgan Arranging New Facility
-----------------------------------------------------------------
Ball Corporation (NYSE: BLL) said it intends to pursue a new
senior secured credit facility to refinance its existing senior
secured credit facility.  Deutsche Bank Securities, Inc. and
JPMorgan Securities, Inc. will arrange a syndicate of lenders for
the new credit facility.  Ball expects to close on the new senior
credit facility in the fourth quarter of 2005.

This action will result in an after-tax charge of approximately $7
million in the fourth quarter of 2005 related to unamortized
financing costs on the existing senior secured credit facility.
The new credit facility will extend maturities at more favorable
rates and provide the company with additional funds for various
corporate purposes.

"This action will provide Ball with greater flexibility for future
growth," said R. David Hoover, the company's chairman, president
and chief executive officer.

Ball Corporation is a supplier of metal and plastic packaging
products, primarily for the beverage and food industries. The
company also owns Ball Aerospace & Technologies Corp., which
develops sensors, spacecraft, systems and components for
government and commercial markets. Ball Corporation employs more
than 13,500 people and reported 2004 sales of $5.4 billion.

                       *     *     *

Standard & Poor's Ratings Services rates the Company's 7-3/4%
Senior Notes due 2006 at BB.


BATTERSON PARK: Fitch Holds $16.5 Mil. Class B Notes at Junk Level
------------------------------------------------------------------
Fitch Ratings affirms three classes of notes issued by Batterson
Park CBO I, Ltd.  These affirmations are the result of Fitch's
annual review process and are effective immediately:

    -- $17,270,544 class A-3 notes affirmed at 'AAA';
    -- $3,205,669 class A-4 notes affirmed at 'AAA';
    -- $34,500,000 class A-5 notes affirmed at 'BB+';
    -- $16,500,000 class B notes remain at 'C'.

Batterson Park is a collateralized debt obligation managed by
General Re/New England Asset Management, which closed Nov. 17,
1998.  Batterson Park is composed of 88% high yield bonds and 12%
high yield loans.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager and their
portfolio management strategy going forward.  In addition, Fitch
conducted cash flow modeling utilizing various default timing and
interest-rate scenarios to measure the breakeven default rates
going forward relative to the minimum cumulative default rates
required for the rated liabilities.

Overcollateralization levels have improved due to the deleveraging
of the liabilities; however, this improvement is offset by the
increased obligor concentration within the portfolio.  The average
performing obligor size is 2.7% of the portfolio, with 37 obligors
in total.  According to the trustee report dated July 26, 2005,
the weighted average rating remains at 'B/B-' with 31.7% of the
portfolio rated below 'CCC+', excluding defaulted and distressed
securities.  Defaulted securities comprise 11.3% of the aggregate
principal amount.  Since the last review on Sept. 1, 2004, 23.9%
of the original balance of the classes A-3 and A-4 notes has been
redeemed.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch 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/


BAYOU OFFSHORE: Section 304 Petition Summary
--------------------------------------------
Petitioner: Gordon I. MacRae and
            G. James Cleaver
            Joint Provisional Liquidators

Debtors: Bayou Offshore Master Fund, Ltd.
         Bayou Offshore Fund A, Ltd.
         Bayou Offshore Fund B, Ltd.
         Bayou Offshore Fund C, Ltd.
         Bayou Offshore Fund D, Ltd.
         Bayou Offshore Fund E, Ltd.
         Bayou Offshore Fund F, Ltd.
         P.O. Box 1102 GT
         George Town, Grand Cayman
         Cayman Islands

Case Nos.: 05-51154 through 05-51160, inclusive

Type of Business: The Debtor manages a hedge fund.

                  Walkers SPV Limited is the holder of
                  management shares of the Company as trustee
                  with Samuel Israel III and Daniel Marino as
                  directors.  During the July-August 2005
                  timeframe, Mr. Israel informed investors that
                  the Funds were to be closed and distributions
                  to investors in the Funds were to be made.  
                  The Petitioners tell the Court that
                  distributions were not forthcoming.  

                  In August 2005, The Wall Street Journal, the
                  Financial Times and other news agencies began to
                  report that: (a) U.S. state and federal
                  officials were investigating alleged
                  disappearances of assets under management of
                  Bayou Management LLC; and (b) Arizona state
                  officials had seized approximately $102
                  million of funds in which Bayou Management
                  and various related entities may have or
                  assert an interest.

                  Walkers SPV, on Sept. 1, 2005, passed
                  resolutions directing the Master Fund to
                  present a petition for winding-up to the
                  Grand Court in Caymans Islands and seek
                  appointment of the Liquidators.  On Sept. 2,
                  2005, the Grand Court entered an order and
                  appointed the Petitioners as the Joint
                  Provisional Liquidators of the Master Fund.

Section 304 Petition Date: September 9, 2005

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Petitioner's Counsel: James Berman, Esq.
                      Zeisler and Zeisler
                      558 Clinton Avenue
                      P.O. Box 3186
                      Bridgeport, Connecticut 06605
                      Tel: (202) 368-4234


BRILLIANT DIGITAL: To Pay for Copyright Violation, Aus. Ct. Rules
-----------------------------------------------------------------
The Federal Court of Australia, New South Wales District Registry
declared that these defendants:

  * Sharman Networks Ltd.,

  * Altnet Inc.,

  * Brilliant Digital Entertainment, Inc.,

  * Kevin Glen Bermeister, Brilliant Digital's CEO,

  * Anthony Rose, Brilliant Digital's Chief Technology Officer,
    and

  * certain other defendants

are liable for copyright infringement for illegal distribution of
sound recordings owned by Universal Music Australia Pty. Ltd.
using the Kazaa Media Desktop file sharing software application.  

The suit was filed in March 2004.  The Court handed down the
judgment on September 5, 2005.

The Court ordered the infringing respondents to pay Universal
Music Australia 90% of the costs incurred in relation to the
proceeding.

As reported in the Troubled Company Reporter on Aug. 24, 2005,
Brilliant Digital said a judgment on the copyright suit against
the Company has material adverse effects on its ability to
continue as going concern.

The plaintiffs alleged that due to the Company's business dealings
with Sharman, it is integrally involved in the operation of the
Kazaa Media Desktop and is therefore liable for the alleged
copyright infringement occasioned by its development and
distribution.  

Brilliant Digital Entertainment, Inc., is a company which, through
its Altnet, Inc., subsidiary, operates a peer-to-peer-based
content distribution network that allows us to securely and
efficiently distribute a content owner's music, video, software
and other digital files to computer users via the Internet.

As of June 30, 2005, Brilliant Digital's balance sheet reflected a
$3,383,000 stockholders' deficit.


BROOKSTONE INC: S&P Rates Proposed $190 Million Unsec. Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to specialty retailer Brookstone Inc.  At the same
time, Standard & Poor's assigned a 'B' rating to Brookstone
Company Inc.'s proposed $190 million senior unsecured notes due
2012 to be issued under rule 144A.  The outlook is stable.
     
Proceeds from the notes, along with about $240 million in
preferred and common equity contribution, will fund the buyout of
Merrimack, New Hampshire-based Brookstone for about $433 million.
Brookstone is expected to have about $200 million in outstanding
debt following the completion of the buyout by a consortium led by
OSIM International Inc.
     
"Ratings for Brookstone reflect its participation in the highly
competitive and fragmented specialty gift retail industry,
dependency on successful new product development, and significant
debt leverage pro forma for the transaction," said Standard &
Poor's credit analyst Ana Lai.  These risks are tempered by the
company's recognized brand and healthy profitability.
     
Brookstone competes in the $79 billion U.S. sports and hobby
specialty retail industry, which is highly competitive and has
caused product life cycles to shorten.  As a result, the company's
success will be heavily dependent on its ability to maintain a
steady stream of new products.  Competition includes not only
other specialty gift retailers such as Sharper Image Corp., but
also department stores and specialty retailers that focus on
selling gifts.
     
Also, Brookstone's business is subject to discretionary consumer
spending and exhibits high seasonality.  The fourth-quarter
holiday season and Father's Day in the second quarter are the
primary selling periods, accounting for the majority of profits.
Still, Brookstone benefits from a significant proportion of sales
from private-label offerings, diversified distribution channels,
and an established brand position.  About 70% of the product
offering is Brookstone-branded, allowing the company to limit
product-level competition, while achieving higher margins.
     
Brookstone has achieved a relatively consistent history of
generating positive earnings and revenue growth.  Comparable-store
sales have been positive over the past several years, except for
2001.  The company's good profitability is attributable to its
high gross margins and few markdowns.  Lease-adjusted EBITDA
margins are healthy, from a low of 13.8% in 2001 to 17.1% in the
fiscal year ended January 2005.

However, comparable-store sales decreased 7.3% for the six months
ended July 30, 2005, on the decreased performance of the:

   * personal care,
   * bedding,
   * home comfort, and
   * games categories.  

Certain products in these categories entered the mature stage of
the product life cycle after achieving strong sales a year
earlier.
     
Following the completion of the buyout, Brookstone plans to
leverage its relationship with OSIM International, its new
majority owner, by broadening its offerings with OSIM products and
leveraging OSIM's sourcing network.  These initiatives, and the
expected sale of the unprofitable Gardeners Eden business, are
expected to result in operating profit margin improvements.


CALPINE CORP: Fitch Says Bear Stearns Joint Venture is Favorable
----------------------------------------------------------------
The announcement that Calpine Corp. and The Bear Stearns Companies
Inc. have agreed to form CalBear Energy LP, a new energy marketing
and trading venture, is a favorable credit development for CPN,
according to Fitch Ratings, though no immediate rating change is
expected.

Fitch rates CPN and Bears Stearns:

   CPN

     -- Senior unsecured notes 'CCC+';
     -- Second priority senior secured notes 'B+';
     -- First priority senior secured notes 'BB-';
     -- Rating Watch Evolving (in place since May 25, 2005).

   Bear Stearns

     -- Senior unsecured 'A+';
     -- Rating Outlook Stable.

On balance, Fitch views the establishment of the CalBear structure
as a positive credit development for CPN.  CPN, through CalBear
and its 'A+' equivalent guarantee from Bear Stearns, should
ultimately be able to realize higher spark spreads as well as
broaden its counterparty base and range of products and services.

From a liquidity standpoint, the establishment of a $350 million
credit intermediation agreement between CalBear and CPN affiliate
Calpine Energy Services should result in the return of previously
posted cash collateral and letters of credit and alleviate the
working capital strain CPN has been experiencing due to the
mismatch of gas prepayments and the collection of proceeds from
power sales.

Fitch continues to maintain its Rating Watch Evolving status for
CPN while it monitors the company's progress in achieving
previously stated debt and operating cost reduction targets.  
While the CalBear venture appears to be a positive step toward
improving CPN's liquidity position and enhancing returns from
CPN's growing unhedged power plant portfolio, near-term challenges
remain - the most prominent being CPN's ability to achieve a
meaningful improvement in consolidated leverage measures in
advance of the company's 2007-2008 debt maturities.

CalBear, an indirect wholly-owned subsidiary of Bear Stearns, will
trade natural gas and power contracts as well as create structured
products for sales and trading to hedge funds and other underlying
institutional and municipal clients of Bear Stearns.  As part of
the arrangement, CPN has formed its own wholly-owned subsidiary,
Calpine Merchant Services Company, Inc., which will utilize CPN's
existing energy trading infrastructure to perform exclusive
natural gas and power trading and various back office support
functions on behalf of CalBear.  Risk management will be governed
by Bear Stearns.  In exchange for providing these services, CPN
will receive 50% of the venture's ongoing profits generated from
third party energy services.


CANWEST MEDIA: S&P Places B+ Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' long-term corporate credit rating, on Winnipeg, Man.-
based CanWest Media Inc. on CreditWatch with developing
implications.  Developing implications mean that the ratings could
be raised, lowered, or affirmed, depending on the outcome of
Standard & Poor's review.
     
The CreditWatch placement comes after CanWest Media filed a
registration statement with the Canadian Regulatory Securities
Authorities for an initial public offering of the company's
Canadian newspaper (excluding the National Post) and interactive
media businesses, which are to be structured as an income fund.
The main group of assets to be included in the IPO will include:

   * several Canadian daily newspapers,
   * nondaily newspapers,
   * free-distribution papers, and
   * certain online editions and classified web sites.

The company will retain 78% ownership of the CanWest MediaWorks
Income Fund, while the remaining 28% will be publicly held.
     
Total proceeds from the sale are expected to be about C$1.45
billion, which combined with a new C$500 million revolving credit
facility at CanWest Media, will be used to retire a significant
portion of the company's current debt.
     
"Although this proposed action is expected to positively affect
the company's credit protection measures, we believe the income
trust structure exhibits an aggressive financial policy and
reduces a company's financial flexibility," said Standard & Poor's
credit analyst Lori Harris.
     
Standard & Poor's will meet with management to discuss the
financial and business impact of this proposed transaction and to
evaluate its effect on credit quality and the company's business
risk profile before taking further rating action.


CATHOLIC CHURCH: Tucson Gets OK to St. Paul Coverage Issues
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Diocese of Tucson's settlement and insurance policy repurchase
agreement and release with St. Paul.

As previously reported in the Troubled Company Reporter on July
25, 2005, the salient terms of the Agreement are:

   (1) St. Paul will purchase the Policies for $1 million to be
       paid to the Estate;

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

   (3) St. Paul 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 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)


CHARLES RIVER LABORATORIES: Issues Third Quarter Guidance
---------------------------------------------------------
Charles River Laboratories International, Inc., (NYSE:CRL) expects
that for the third quarter ending September 24, 2005, at current
exchange rates, its net sales growth and earnings per diluted
share will be at the low end, or slightly below, its previous
guidance.  The Company had stated that it expected net sales
growth to be in a range of 58-61%, earnings per diluted share in a
range of $0.44 to $0.46, and non-GAAP earnings per diluted share
in a range of $0.58 to $0.60.  Non-GAAP guidance excludes
acquisition-related amortization of intangibles of $13.1 million
and compensation charges of $1.3 million.  The Company will
provide updated guidance for full-year 2005 when it reports third-
quarter earnings on October 27, 2005, once September and third-
quarter results have been finalized.

James C. Foster, Chairman, President and Chief Executive Officer
said, "Our updated guidance for the third quarter reflects
continued softness in demand for Transgenic Services in the United
States, increased seasonality in the research models business,
particularly in Europe, several preclinical study delays and
continued weakness in Interventional and Surgical Services.  We
are evaluating initiatives to improve operations in some of these
businesses."

Mr. Foster added, "We are pleased that our integration of Inveresk
has proceeded on schedule and right in line with our expectations.
In addition, our preclinical toxicology business is performing
well and our clinical business continues to improve.  From a
long-term perspective, we continue to see our business strongly
positioned as a leading provider to the pharmaceutical and
biotechnology industries.  Our portfolio of businesses provides
pharmaceutical and biotechnology companies the products and
services which are essential to their drug discovery and
development effort."

Charles River Laboratories International, Inc., sells
pathogen-free, fertilized chicken eggs to poultry vaccine makers.
It also offers contract staffing, preclinical drug candidate
testing, and other drug development services.  It also markets
research models--rats and mice bred for preclinical experiments,
including transgenic "knock out" mice--to the pharmaceutical and
biotech industries.  It sells its products in more than 50
countries to drug and biotech companies, hospitals, and government
entities.

                         *     *     *

Moody's Investors Service assigned Ba1 ratings to the credit
facilities of Charles River Laboratories International, Inc.  
Moody's also assigned a Ba1 Senior Implied Rating, a Ba2 Senior
Unsecured Issuer Rating, and a Speculative Grade Liquidity Rating
of SGL-1 to the company.  Moody's said the rating outlook for the
company is stable.

Assigned Ratings:

   * $150 Million Revolving Credit Facility -- Ba1
   * $400 Million Term Loan A -- Ba1
   * Senior Implied Rating -- Ba1
   * Senior Unsecured Issuer Rating -- Ba2
   * Speculative Grade Liquidity Rating -- SGL-1
   * Outlook - stable

Standard & Poor's Ratings Services assigned a BB+ corporate credit
rating for Charles River Laboratories International Inc.  At the
same time, Standard & Poor's placed a BB senior unsecured debt
rating on the company.  S&P said the outlook is stable.


CHC HELICOPTER: Completes Sale of Interest in Canadian Helicopters
------------------------------------------------------------------
CHC Helicopter Corporation (TSX: FLY.SV.A and FLY.MV.B; NYSE: FLI)
completed the sale of its remaining 45 percent interest in
Canadian Helicopters Limited to the Canadian Helicopters Income
Fund.

CHC's net proceeds from this sale are C$48,403,825.  CHC expects
to record a combined pre-tax gain and dividend income of
approximately $20 million, based on the value of CHC's investment
in CHL as of July 31, 2005.

CHC Helicopter Corporation -- http://www.chc.ca/-- is the world's  
largest provider of helicopter services to the global offshore oil
and gas industry, with aircraft operating in more than 30
countries worldwide.

                       *     *     *

As reported in the Troubled Company Reporter on Mar. 17, 2005,
Moody's Investors Service assigned a B2 rating to CHC Helicopter
Corporation's proposed US$100 million senior subordinated note
add-on to the existing 7.375% senior subordinated notes issue
while affirming the Ba3 senior implied rating.  However, the
outlook is changed to stable from positive to accommodate the
company's growth leverage back to historical levels and that is
considered full for the Ba3 senior implied rating and no longer
supportive of a positive outlook.  Moody's notes that the
increased debt beyond what was utilized for the strategic
Schreiner acquisition has funded the company's aircraft fleet
expansion and growth of its repair and overhaul business.

Moody's rating actions for CHC Helicopter are:

   * assigned B2 --  CHC's proposed US$100 million add-on senior
                     sub notes

   * affirmed B2 --  CHC's existing US $250 million senior sub.
                     notes due 2014

   * affirmed Ba3 -- CHC's senior implied rating

   * affirmed B1 --  CHC's issuer rating


CHESAPEAKE ENERGY: Prices $300 Million 4.50% Preferred Stock
------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) 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
September 14, 2005.  Chesapeake has also granted the underwriters
a 30-day option to purchase up to $45.0 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 December 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 September 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, Morgan Stanley and Wachovia Securities 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, 212-325-
2580; Morgan Stanley, Prospectus Department, 1585 Broadway, LLB,
New York, NY 10036; Wachovia Securities Capital Markets, LLC,
Equity Capital Markets, 7 St. Paul Street, 1st Floor, Baltimore,
MD 21202.  An electronic copy of the prospectus supplement and
accompanying base prospectus will be available on the website of
the Securities and Exchange Commission at http://www.sec.gov/

Chesapeake Energy Corporation is the third largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma  
City, 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 (CHK) 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 8-Mil Share Offering at $32.72 Per Share
------------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) 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 September 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, 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, 727-567-2400.  An electronic copy of the prospectus
supplement and accompanying base prospectus will be available on
the website of the Securities and Exchange Commission at
http://www.sec.gov/

Chesapeake Energy Corporation is the third largest independent
producer of natural gas in the U.S. Headquartered in Oklahoma  
City, 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 (CHK) 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.


CREDIT SUISSE: Fitch Retains Low-B Rating on Five Cert. Classes
---------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2004-C3, are affirmed
by Fitch Ratings:

     --$923,127 class A-1 'AAA';
     --$62.1 million class A-2 'AAA';
     --$209.4 million class A-3 'AAA';
     --$102.9 million class A-4 'AAA';
     --$694.5 million class A-5 'AAA';
     --$338.1 million class A-1-A 'AAA';
     --Interest-only class A-X 'AAA';
     --Interest-only class A-SP 'AAA';
     --$45.1 million class B 'AA';
     --$14.3 million class C 'AA-';
     --$28.7 million class D 'A';
     --$16.4 million class E 'A-';
     --$20.5 million class F 'BBB+';
     --$16.4 million class G 'BBB';
     --$22.5 million class H 'BBB-';
     --$8.2 million class J 'BB+';
     --$6.1 million class K 'BB';
     --$8.2 million class L 'BB-';
     --$6.1 million class M 'B+';
     --$2.1 million class O 'B-'.

The $6.1 million class N and $22.5 million class P are not rated
by Fitch.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the August 2005
distribution date, the pool's aggregate certificate balance has
decreased 0.76% to $1.63 billion from $1.64 billion at issuance.
To date, there have been no loan payoffs or realized losses within
the transaction.  No loans are delinquent or in special servicing.

Fitch has reviewed credit assessments of One Park Avenue (9.5%)
and the Mizner Park building (3.2%).  The debt service coverage
ratio for each loan is calculated using servicer provided net
operating income less required reserves divided by debt service
payments based on the current balance using a Fitch stressed
refinance constant.  Both loans maintain investment-grade credit
assessments.

One Park Avenue, the largest loan in the pool, is secured by a
926,453 square foot office building in New York.  The loan
consists of A, B, C, and D notes.  The normalized 2004 DSCR (based
on eight months ending August 2004), for the A note only, was 1.31
times (x) compared to 1.51x at issuance.  The occupancy was 97%
versus 94% during the same period. As of July 31, 2005, due to the
new leases in place, the base rent has increased by 13% since
2004.

The Mizner Park loan is secured by six mixed-use buildings (50%
office, 50% retail) in Boca Raton, FL.  The loan contains A and B
notes, with just the A note included in the trust.  As of year-end
2004, the Fitch stressed DSCR, for the A note only, has declined
to 1.37x from 1.49x at issuance.  Occupancy was 86% compared to
89% at issuance.


CROWN RESOURCES: Posts $2.2 Million Net Loss in Second Quarter
--------------------------------------------------------------
Crown Resources Corporation reported its financial results for the
quarter ending June 30, 2005, in a Form 10-Q delivered to the
Securities and Exchange Commission.

Crown Resources' net loss for the three-month period ended
June 30, 2005, totaled $2,199,000 compared with $341,000 net
income for the same period in 2004.

                 Liquidity and Capital Resources

Crown has historically derived its revenues principally from
interest income and the option and sale of property interests.  
The Company currently has no revenue because it needs to complete
the permitting process for development of the Buckhorn Mountain
Project.

On Nov. 20, 2003 Crown executed a definitive agreement to merge
with Kinross Gold Corporation, a Canadian corporation.  The Merger
is subject to the approval of Crown's shareholders and customary
closing conditions.  Crown currently has no source of recurring
revenue and Crown anticipates any future recurring revenue would
only occur after the successful development of its Buckhorn
Mountain Project.  

The successful development of the Buckhorn Mountain Project is
dependent on several factors, many of which are beyond the control
of Crown.  Crown cannot provide any assurance that the Merger with
Kinross will be completed as planned, or that it will be able to
successfully permit and develop the Buckhorn Mountain Project in
the event the Merger is not completed

If the Merger is not consummated, Crown will need significant
additional financial resources to develop the Buckhorn Mountain
Project.  There is no assurance that it will be able to obtain
other financial resources.  Crown currently estimates the initial
capital cost for the Buckhorn Mountain Project will require up to
$32.6 million.  Based upon Crown's current business plan, Crown
estimates its current financial resources are sufficient to fund
its operations through the end of 2006.

A full-text copy of Crown Resources Corporation's form 10Q for
Second Quarter ending June 30, 2005, is available for free at
http://ResearchArchives.com/t/s?171

Headquartered in Wheat Ridge, Colorado, Crown Resources
Corporation -- http://www.crownresources.com/-- acquires,  
explores and develops mineral interests in the western United
States.  The Company owns the Buckhorn Mountain project in
Washington state.  The Company filed for chapter 11 protection on
March 8, 2002 (Bankr. D. Colo. Case No. 02-12949).  Joel Laufer,
Esq., at Rubner Padjen and Laufer LLC represented the Debtor.  On
May 30, 2002, the Honorable Donald E. Cordova confirmed the
Debtor's Plan of Reorganization and that Plan became effective on
June 11, 2002.


DELPHI CORP: Board Eliminates Quarterly Dividend on Common Stock
----------------------------------------------------------------
The Delphi Corp. (NYSE: DPH) Board of Directors disclosed the
elimination of its quarterly dividend of $0.015 per share on
Delphi $0.01 par value common stock for the remainder of the year.

The Board determined that the elimination of the dividend is the
prudent course of action at this time to conserve liquidity during
the company's current restructuring discussions surrounding its
U.S. legacy liabilities and the challenging U.S. production
volumes from Delphi's largest customer.

Delphi Corp. -- http://www.delphi.com/-- is the world's       
largest automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.  Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil.  Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.     
  
At June 30, 2005, Delphi Corporation's balance sheet showed  
a $4.56 billion stockholders' deficit, compared to a
$3.54 billion deficit at Dec. 31, 2004.

Delphi is rated by the three major rating agencies:

                           Senior      Senior       Preferred
                           Secured     Unsecured    Stock
     Rating Agency         Rating      Rating       Rating
     -------------         --------    ---------    ---------
     Standard & Poor's       B-          CCC-         CC
     Moody's                 B3          Ca           C
     Fitch Ratings           B           CCC          CCC-

As a result of recent downgrades, Delphi's facility fee and
borrowing costs under its credit facilities increased.   


DOBSON COMMS: Moody's Lifts $420 Million Notes' Ratings to Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and other
ratings of Dobson Communications Corp. and its subsidiaries.  The
ratings action is based upon the much improved forecast for
revenue and cash flow growth since Moody's last rating action in
October 2004.  The ratings outlook is stable.

The affected ratings are:

  Dobson Communications Corp.:

     * Corporate family rating upgraded to B3 from Caa1

     * Speculative grade liquidity rating affirmed at SGL-3

     * $150 million Senior Floating Rate Notes due 2012
       assigned Caa2

     * $150 million Senior Convertible Debentures due 2025
       assigned Caa2

     * $420 million 8.875% Senior Notes due 2013 upgraded to Caa2
       from Ca

     * 10.875% Senior Notes due 2010 ratings withdrawn

  Dobson Cellular Systems, Inc.:

     * $75 million senior secured revolving credit due 2008
       upgraded to Ba3 from B1

     * $250 million First Priority Floating Rate Senior Secured
       Notes due 2011 upgraded to B1 from B2

     * $250 million 8.375% First Priority Senior Secured Notes
       due 2011 upgraded to B1 from B2

     * $325 million 9.875% Second Priority Senior Secured Notes
       due 2012 upgraded to B2 from B3

  American Cellular Corporation:

     * $900 million 10% Senior Notes due 2011 upgraded to B3
       from Caa1

The Dobson corporate family rating upgrade to B3 reflects the much
stronger cash flow forecast of the company, with 2005 EBITDA
guidance increased 15% from Moody's previous expectation.
Nonetheless, the B3 corporate family rating reflects the still
high leverage of the company and Moody's expectation for only
modest free cash flow generation over the medium term, and
Dobson's soft operating performance with higher churn and postpaid
subscriber losses.

Due to restrictions in American Cellular Corp's 10% Senior Note,
American Cellular cannot make restricted payments to Dobson
Communications currently and Moody's forecasts this prohibition to
continue for at least the next 18 months.  Consequently, Moody's
looks only to the cash flows generated by the Dobson Cellular
Systems ('DCS') group of subsidiaries to gauge Dobson's ability to
meet these obligations.  Excluding American Cellular debt and
EBITDA, total debt of Dobson (excluding preferred stock) of $1.54
billion represented 6.95 times DCS LTM EBITDA of $221.9 million
(7.91 times including preferred stock, pro forma for the recent
exchange offer), levels Moody's considers too high to be
sustainable long term.

Financial performance of DCS and American Cellular has exceeded
Moody's expectations due to much higher roaming revenues and
higher subscriber ARPUs.  However, Dobson lost 78 thousand
postpaid subscribers over the last twelve months, or 3.6% of its
base.  Dobson's new roaming agreement with Cingular will lower
roaming revenues Dobson receives from Cingular, which Dobson hopes
to make up on reduced roaming payments to Cingular when Dobson's
customers travel off-network.

Thus for Dobson to sustain or improve its higher level of cash
flow, it must successfully convert roaming profits to local
profits.  This will require Dobson to maintain or increase
subscriber ARPUs while growing its postpaid subscriber base.
Moody's notes that postpaid subscriber losses have subsided in
2Q05, and ARPUs continue to improve.  The challenge will be to
materially grow its postpaid subscriber base in order to generate
the local profits required to offset the expected loss of roaming
revenue from Cingular.

While the ratings outlook is currently stable, the ratings could
move higher should Dobson be able to generate meaningful
subscriber growth while attaining a ratio of free cash flow to
total debt (as adjusted by Moody's primarily to capitalize
operating leases) to 5% or higher.  The ratings are likely to move
lower should churn remain elevated for more than the next few
quarters, subscriber growth not materialize, and should free cash
flow subside diminishing Dobson's liquidity.

The upgrade to Caa2 for the senior unsecured debt of Dobson
Communications Corporation reflects the improved recovery
prospects for this layer of the company's capital structure from
the expected higher amounts of cash flow generated by DCS.  The
Ba3 rating on the $75 million revolving credit facility at DCS
reflects its priority position in the company's capital structure
with the only first lien claim on the accounts receivable,
inventory and other working capital assets of DCS and its
subsidiaries, and a shared first lien claim (shared with the B1
rated notes discussed below) on all other assets.

The B1 rating on the first priority secured notes due 2011
reflects their good position in the consolidated company's capital
structure, ranking behind only any outstandings under the $75
million revolving credit available to DCS.  The B2 rating on the
second priority secured notes due 2012 reflects their more junior
position behind the DCS revolving credit and the first priority
secured notes.  The upgrade of the American Cellular Corp's 10%
Senior Notes reflects the improved cash flow expectations for this
subsidiary and the resulting lower leverage, which is now below 6
times debt/EBITDA and expected to continue to improve.

The affirmation of Dobson's SGL-3 liquidity rating reflects
Moody's opinion that the company's liquidity remains adequate.
While the tower sale improved liquidity, the cash portion of the
recently completed preferred stock exchange as well as premiums
and expenses to refinance the 10.875% senior notes have consumed
much of that cash.  Moody's expects Dobson to generate modest
amounts of free cash flow and there are no near term debt
amortization requirements.  The SGL rating could be improved if
cash flow continues to grow such that Dobson gains access to a
substantial portion of the DCS $75 million revolver.

Headquartered in Oklahoma City, Dobson Communications Corp.
provides wireless service in rural and suburban areas of the US to
approximately 1.6 million subscribers with LTM revenues of $1.1
billion.


EAST 44TH: U.S. Trustee to Meet Creditors on September 23
---------------------------------------------------------
The United States Trustee for Region 2 will convene a meeting of
East 44th Realty LLC 's creditors at 3:00 P.m., on Sept. 23, 3005,
at 80 Broad Street, 2nd Floor in New York.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases.

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

Headquartered in New York, East 44th Realty, LLC, is a tenant of a
building located at 228-238 East 44th Street in Manhattan.  The
building is comprised of 164 residential units and three
commercial spaces.  The Debtor is the sub-lessor of the premises,
collects rents from its subtenants and manages the premises.  The
Debtor is the tenant under a net-lease dated as of Dec. 9, 1960.  
The Debtor filed for chapter 11 protection on August 5, 2005
(Bankr. S.D.N.Y. Case No. 05-16167).  Warren R. Graham, Esq., at
Davidoff Malito & Hutcher LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $25,737,873 in assets and $13,128,560 in
debts.


EAST 44TH: Wants Access to NY Community Bank's Cash Collateral
--------------------------------------------------------------
East 44th Realty LLC asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to dip into cash
collateral securing repayment of indebtedness to the New York
Community Bank.

The Debtor owes the Bank $12,516,692 on account of loans and other
advances.  The debt is secured by valid and perfected first
priority security interests and liens upon substantially all of
the Debtor's assets.

Use of the cash collateral will enable the Debtor to continue
operating its business in accordance with a budget through  
September 30, 2005 that projects $296,000 in income and $315,200
in expenses.  

To provide the lender with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of its collateral,
the Debtor will grant the Bank a replacement lien to the same
extent, validity and priority as the prepetition lien.  In
addition, the Debtor proposes to reimburse $75,000 of the lender's
legal fees in six monthly installments.

Headquartered in New York, East 44th Realty, LLC, is a tenant of a
building located at 228-238 East 44th Street in Manhattan.  The
building is comprised of 164 residential units and three
commercial spaces.  The Debtor is the sub-lessor of the premises,
collects rents from its subtenants and manages the premises.  The
Debtor is the tenant under a net-lease dated as of Dec. 9, 1960.  
The Debtor filed for chapter 11 protection on August 5, 2005
(Bankr. S.D.N.Y. Case No. 05-16167).  Warren R. Graham, Esq., at
Davidoff Malito & Hutcher LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $25,737,873 in assets and $13,128,560 in
debts.


EMERITUS ASSISTED: SHP & Walgreen Venture Results in $1.5-Mil Cash
------------------------------------------------------------------
Emeritus Assisted Living (AMEX:ESC) disclosed that Senior
Healthcare Partners, LLC, has closed on a new joint venture
transaction with Walgreen Co. (NYSE, Nasdaq: WAG).  The
transaction between Walgreen and Senior Healthcare will result in
Emeritus receiving an initial cash payment of $1.5 million.  

Walgreen entered into the joint venture to extend its pharmacy
services to the senior and assisted living marketplace.  The joint
venture will form a new company called SeniorMed LLC.  SeniorMed
will continue providing prescription services to residents in
assisted living, specialty care and independent communities across
the country.

"We're excited about combining both companies' expertise and
experience to serve these patients," said Greg Wasson, president
of Walgreens Health Services. "This new joint venture allows both
of us to expand into the fast-growing senior assisted living
pharmacy market. Most importantly, the new company will improve
the way these seniors' pharmaceutical needs are met."

Emeritus expects to record a gain of approximately $2.2 million in
its third quarter results.  The Company expects additional cash
payments of up to $1 million resulting directly from this
transaction.  The Company will continue to have an interest of
approximately 9 percent in the new SHP venture.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a  
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.

As of June 30, 2005, Emeritus Assisted's equity deficit narrowed  
to $122,990,000 from a $128,319,000 deficit at Dec. 31, 2004.


ENESCO GROUP: Receives NYSE Listing Notification
------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) received notification from the New
York Stock Exchange on September 1, 2005, that the Company was not
in compliance with the NYSE's continued listing standards.  Enesco
is considered "below criteria" by the NYSE because the Company's
total market capitalization was less than $75 million over a
consecutive 30 trading-day period and its shareholders' equity was
less than $75 million.  While Enesco was in compliance with
previous continued listing standards set forth by the NYSE, the
NYSE adopted new continued listing standards, effective in June
2005.

In accordance with the continued listing criteria set forth by the
NYSE, the Company intends to present a plan to the NYSE within 45
days of its receipt of the notice, demonstrating how it intends to
comply with the continued listing standards within 18 months of
its receipt of the notice.  The NYSE may take up to 45 days to
review and evaluate the plan after it is submitted.  If the plan
is accepted, the Company will be subject to quarterly monitoring
for compliance by the NYSE.  If the NYSE does not accept the plan
or if the Company is unable to achieve compliance with the NYSE's
continued listing criteria through its implementation of the plan,
the Company will be subject to NYSE trading suspension and
delisting, at which time the Company would intend to apply to have
its shares listed on another stock exchange or quotation system.

Beginning last Friday, Sept. 9, 2005, the NYSE will make available
on its consolidated tape, a ".BC" indicator transmitted with the
Company's listing symbol to identify that the Company is below the
NYSE's quantitative continued listing standards.

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

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

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Enesco Group, Inc. amended its current U.S. credit facility,
effective as of Aug. 31, 2005.  The ninth amendment reset the
Company's minimum EBITDA and capital expenditure covenants through
the facility termination date, Dec. 31, 2005, based on the
Company's reforecast and long-term partnership with Bank of
America, as successor to Fleet National Bank, and LaSalle Bank.  
The Company is aggressively pursuing a replacement senior credit
facility.  

               What Happened to Precious Moments?   

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


ENRON CORP: Amends Brooklyn Union Gas Claims Settlement
-------------------------------------------------------
As previously reported, the Brooklyn Union Gas Company, dba
KeySpan Energy Delivery New York, filed multiple proofs of claim
in Enron Corporation and its debtor-affiliates' Chapter 11 cases:

  (a) Claim No. 14308, filed against Enron for $9,551,836 plus
      contractual interest to the Petition Date, is based on a
      Guaranty Agreement, dated as of February 6, 1998, pursuant
      to which Enron guaranteed ENA's performance under these
      agreements:

        -- Amended and Restated Gas Supply Asset Assignment and
           Agency Agreement dated as of February 6, 1998, as
           amended, and

        -- Amended and Restated Gas Purchase Agreement dated as
           of Feb. 6, 1998, as amended;

  (b) Claim No. 14310 asserts a claim against ENA for $9,551,836
      plus contractual interest to the Petition Date based on
      amounts allegedly owed under the Outsourcing Agreements;

  (c) Claim No. 14309 asserts a claim against ENA for $2,926,220
      plus contractual interest accrued to the Petition Date based
      on an alleged gas imbalance created during the period of
      May 1987 to July 1991 from the sale and delivery of natural
      gas to Brooklyn Gas under a Gas Sales Agreement dated as of
      December 1, 1988, as amended;

  (d) Claim No. 14326 asserts a claim against Enron for $2,926,220
      plus contractual interest to the Petition Date based on a
      Guaranty Agreement dated as of January 14, 1987, pursuant to
      which Enron guaranteed ENA's performance under the 1988 Gas
      Sales Agreement.

  (e) Claim No. 14327 asserts a claim against ENA for $74,020 plus
      contractual interest accrued to the Petition Date based on
      the alleged sale and delivery of natural gas to ENA during
      the month of November 2001.

The Reorganized Debtors objected to the Brooklyn Gas Claims.

Transcontinental Gas Pipe Line Corporation Transco filed Claim
No. 13089 against ENA for $4,296,896 for alleged historical gas
imbalances owed by ENA to Transco arising, among other things,
under contracts between ENA and Brooklyn Gas.  The Imbalances
were included, as amounts owed to Brooklyn Gas in Claim Nos.
14309 and 14326.

The Reorganized Debtors dispute the Transco Claim.

                     Amended Stipulation

Brooklyn Union and the Reorganized Debtors agreed to amend the
Stipulation, to provide that:

    -- Claim No. 14308 will be allowed as a Class 185 general
       unsecured claim against Enron Corp. for $3,164,206; and

    -- Claim No. 14326 will be allowed as a Class 185 general
       unsecured claim against Enron for $2,926,220.

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)


FACET DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Facet Development, LLC
        7412 Layton Drive
        Springfield, Virginia 22150

Bankruptcy Case No.: 05-13487

Chapter 11 Petition Date: September 9, 2005

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Robert M. Marino, Esq.
                  Reed Smith LLP
                  1301 K Street Northwest, Suite 1100-East Tower
                  Washington, DC 20005-3317
                  Tel: (202) 414-9200
                  Fax: (202) 414-9299

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Countrywide Home Loans        Loan                      $312,000
P.O. Box 660694
Dallas, TX 75266

Michele Savino                Loan                      $200,000
dba Target Masonry
12323 Rochester Drive
Fairfax, VA 22030

Harrison Jett                 Employee claim            $137,885
2812 Fort Drive
Alexandria, VA 22303

Michael Staring               Employee claim             $75,000

Robert Rae Gordon             Loan                       $52,000

Alex Hershaft                 Loan                       $50,000

Katherine Crawford            Loan                       $25,000

Kim Oxford                    Loan                       $20,000

Bank of America               Credit card                $14,632

Engineering Consulting        Trade debt                 $10,676
Services

Verizon                       Trade debt                  $2,793

David L. Bruins               Accounting fees             $2,707

Washington Gas                Trade debt                  $2,259

Dominion Virginia Power       Trade debt                  $2,190

Robert Paul Jones Company     Trade debt                  $2,000

Glenn Keller Appraisals       Trade debt                  $1,100

Sizemore & Vohra              Trade debt                    $714

Service Point                 Trade debt                    $635

Nextel                        Trade debt                    $629

Fairfax Water                 Trade debt                    $329


FHC HEALTH: S&P Places B Credit Rating on Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit rating on FHC Health Systems Inc. on CreditWatch with
negative implications.
     
"We took this rating action because FHC's operating performance
through June 2005 was weak," said Standard & Poor's credit analyst
Joseph Marinucci.  

Through the first half of the year, the company's pretax income
was $500,000, with an ROR of 0.1%.  In addition, Standard & Poor's
believes full-year 2005 results could be materially lower than
previously anticipated (pretax income of $30 million-$40 million),
primarily because of adverse performance associated with FHC's
largest public-sector contract.
     
Standard & Poor's intends to meet FHC's senior management within
30 days to discuss remediation plans and examine key qualitative
and quantitative issues relative to the company's competitive
position and prospective earnings profile.

"Following the review, we could assign a negative outlook, lower
the ratings by one notch, or both," Mr. Marinucci added.


FLEETWOOD ENT: Posts $29.6 Million Net Loss in First Quarter 2006
-----------------------------------------------------------------
Fleetwood Enterprises, Inc. (NYSE: FLE) reported results for the
first quarter of fiscal 2006.  For the 14-week period ended July
31, 2005, the Company reported a loss from continuing operations
of $17.4 million compared with income from continuing operations
of $12.5 million in the 13-week first quarter of 2005.  The
current quarter's results include a non-cash charge of $10.5
million, resulting from the Company's determination that its
available tax strategies were sufficient to support a deferred tax
asset of $64.3 million, a reduction of $10.5 million from fiscal
year-end.  The reduction is primarily a result of the increase in
market value of Fleetwood's 6% convertible trust preferred
securities during the first quarter of fiscal 2006.

The net loss for the quarter, including discontinued operations,
totaled $29.6 million compared with net income of $5.6 million for
the first quarter last year.  The results for the first quarter
include a loss from discontinued operations of $12.1 million
compared with a loss of $6.9 million in the prior year.
Discontinued operations include the manufactured housing retail
and financial services businesses.  The majority of the assets
related to these businesses were recently sold.

Company revenues from continuing operations totaled $616.5 million
in the first quarter, down 7% from $659.4 million in the prior
year.  The Housing Group's revenues increased 4%, which were more
than offset by the decline in RV Group revenues of 13%.  The
Company had an operating loss of $0.9 million in the first quarter
compared to an operating profit of $22.5 million in the prior
year.  The current quarter results include restructuring charges,
primarily severance costs, of $4.3 million.

"Our operating results were virtually at breakeven, despite
restructuring charges and incremental costs related to the
successful elimination of excess RV inventory," said Elden L.
Smith, president and chief executive officer.  "While our bottom-
line results are not yet satisfactory, I am pleased with the
progress we have made toward our objective of consistent
profitability."

                         RV Group

The RV Group recorded an operating loss of $5.1 million in the
quarter, compared with operating income of $15.6 million last
year.  The motor home division earned operating income of $5.2
million, down from $16.9 million in the prior year.  Travel
trailers lost $8.7 million compared with a slightly above-
breakeven performance last year.  Folding trailers lost $1.6
million compared with a loss of $1.7 million in the prior year.
These less favorable results were primarily attributable to lower
revenues, which were $423.2 million compared with $485.7 million
in the prior year, coupled with lower gross margins caused by
higher commodity and labor costs.  Sales of motor homes declined
6% to $297.8 million from $317.9 million last year, travel
trailers fell 28% to $104.8 million from $146.4 million and
folding trailer sales decreased by 4% to $20.6 million from $21.4
million.

"The negative comparison of this year's first quarter RV results
to those of the prior year partially reflects the recent
deterioration in the strength of the RV market, particularly for
Class A motor homes," Smith said.  "In addition, market share
losses in our travel trailer division over the past year and our
successful efforts to complete the rightsizing of our in-house
finished goods inventories during the quarter contributed to the
unfavorable contrast.  We are now, however, in a good position to
resume more normal production schedules and to benefit from any
uptick in retail sales.  Further, in recent months we have been
focusing on those areas where we have lost market penetration and
on reacting more quickly to the market with the timely
introduction of new products."

                    The Housing Group

The Housing Group earned $5.0 million in operating income for the
quarter, compared with $6.1 million last year.  Restructuring
costs of $3 million are included in the most recent quarter.
Manufactured housing revenues in the first quarter rose 4% to
$204.3 million from $195.7 million in the prior year.

"The manufactured housing industry has seen little growth thus far
in calendar 2005," Smith said.  "The rise in our sales year over
year is a result of increased market share.  We continue to be
optimistic about the gradual entry of new lenders and the
increased level of participation of existing lenders, but the
financing environment remains constrained.  We expect the
continuing reduction in the number of repossessed homes in
inventory to be a positive factor in the months ahead."

                  Discontinued Operations

In July 2005, substantially all of the Company's manufactured
housing loan portfolio was sold for proceeds of $74.7 million.
Following the closing of the sale, borrowings associated with the
finance unit were retired, resulting in net proceeds of $28.2
million.  In August 2005, after the end of the first quarter,
substantially all of the assets of the retail business were sold
for an aggregate price of $74 million before certain purchase
price and closing adjustments.  The combination of these
transactions is expected to be approximately cash neutral after
settlement of remaining working capital balances, retail flooring
borrowings and the portion of the senior credit facility relating
to the retail business.

"The fact that substantially all of our discontinued operations
have now been sold is positive news," Smith said.  "We can now
return our focus to our traditional strengths in manufacturing.
Clearly, our largest remaining challenge is in the travel trailer
division.  When we have successfully met that challenge, the
prospects for improvement in the overall financial health of
Fleetwood are significant.  While other operations of the Company
did not perform to their full potential this quarter, we are
confident that the right pieces are in place to provide consistent
improvement going forward.

"In addition, it appears that we will be providing emergency
shelter for the areas devastated by Hurricane Katrina," Smith
continued.  "We are committed to doing all we can to put survivors
in safe, comfortable housing as quickly as possible.  We have the
capacity and experience to rapidly produce quality homes, travel
trailers and motor homes in high volume.  We know this can't
compensate for the devastating losses experienced, but we hope
that providing shelter for the survivors will set them on the road
to recovery.

"With all of these factors in mind, we currently expect modest
improvement in our operating results for the second quarter of
fiscal 2006 compared to the first quarter, as well as
significantly improved results from discontinued operations,"
Smith concluded.  "However, the outlook remains difficult to
predict due to the potential effects of hurricane relief efforts
and market uncertainties, particularly as they may affect the RV
Group."

Fleetwood Enterprises, Inc. -- http://www.fleetwood.com/-- is a  
leading producer of recreational vehicles and manufactured homes.     
This Fortune 1000 company, headquartered in Riverside, California,
is dedicated to providing quality, innovative products that offer
exceptional value to its customers.  Fleetwood operates facilities
strategically located throughout the nation, including
recreational vehicle, manufactured housing and supply subsidiary
plants.   

                        *     *     *   

As reported in the Troubled Company Reporter on July 22, 2005,    
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fleetwood Enterprises Inc. to 'B+' from 'BB-'.  S&P said
the outlook is negative.  At the same time, the rating assigned to
the company's convertible senior subordinated debentures is
lowered to 'B-' from 'B'.  The rating assigned to Fleetwood    
Capital Trust's convertible trust preferred securities remains    
'D', as Fleetwood continues to defer payment of related dividends.


FLINTKOTE COMPANY: Court Extends Removal Period Until Feb. 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which The Flintkote Company and Flintkote Mines
Limited can remove actions through and including Feb. 27, 2006.  
The removal period previously expired on Aug. 30, 2005.  This is
Mine's third and Flintkote's fourth extension.

As previously reported, the Debtors believe that the extension to
remove pre-petition actions will preserve the estates' existing
rights while the Debtors, the Official Committee of Asbestos
Personal Injury Claimants and the Future Claimants Representative
can work together to fashion the joint plan of organization,
disclosure statement and related trust documents, that will
determine the treatment accorded to all of the Debtors' creditors.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


GE COMMERCIAL: Stable Performance Cues Fitch to Hold Low-B Ratings
------------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Corporation's
commercial mortgage pass-through certificates, series 2004-C2:

     --$64.8 million class A-1 at 'AAA';
     --$125.8 million class A-2 at 'AAA';
     --$73.4 million class A-3 at 'AAA';
     --$574.5 million class A-4 at 'AAA';
     --$304 million class A-1A at 'AAA';
     --Interest-only class X-1 at 'AAA';
     --Interest-only class X-2 at 'AAA';
     --$41.3 million class B at 'AA';
     --$17.2 million class C at 'AA-';
     --$25.8 million class D at 'A';
     --$15.5 million class E at 'A-';
     --$18.9 million class F at 'BBB+';
     --$17.2 million class G at 'BBB';
     --$18.9 million class H at 'BBB-';
     --$10.3 million class J at 'BB+';
     --$8.6 million class K at 'BB';
     --$6.9 million class L at 'BB-';
     --$5.2 million class M at 'B+';
     --$3.2 million class PPL-1 at 'BBB-';
     --$3.3 million class PPL-2 at 'BBB-';
     --$5 million class PPL-3 at 'BB+';
     --$6.4 million class PPL-4 at 'BB-';
     --$4 million class PPL-5 at 'B+';
     --$4.9 million class PPL-6 at 'B'.

Fitch does not rate the $5.2 million class N, the $3.4 million
class O, or the $18.9 million class P certificates.  The PPL
certificates are collateralized by the B note of the Pacific Place
Office Building loan.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the August 2005
distribution date, the pool has paid down 1.5% to $1.36 billion
from $1.38 billion at issuance.

Four loans maintain investment grade credit assessments: Tysons
Corner Center (6.9%), Pacific Place Office Building (6.2%), Lake
Grove Plaza (2%), and the AFR/Bank of America Portfolio (1.3%).

Tysons Corner Center is secured by 1.5 million square feet of a
regional mall located in McLean, VA.  The total debt consists of
four A notes.  The A-2 note is included in this trust.  For year-
end 2004, the Fitch stressed debt service coverage ratio increased
to 1.64 times (x) compared to 1.53x at issuance.

Pacific Place Office Building is secured by 196,383 sf of office
space and 130,539 sf of retail space of a building located in San
Francisco, CA.  The total debt consists of an A note and a $26.85
million B note, which secures the PPL certificates.  For YE 2004,
the Fitch stressed DSCR for the A note remained stable compared to
issuance at 1.49x.

Lake Grove Plaza is secured by a 251,236 sf anchored retail center
located in Lake Grove, NY.  The Fitch stressed DSCR as of YE 2004
remained stable at 1.35x compared to 1.36x at issuance.

The AFR/Bank of America Portfolio was originally secured by 153
properties located in 19 states.  Since issuance, six properties
have been released and the debt has been paid down accordingly.  
The total debt on the portfolio consists of six A notes and one B
note.  The A-5 note is included in this trust.  The Fitch stressed
DSCR for YE 2004 was 1.61x compared to 1.79x at issuance.

To date, there have been no realized losses and no delinquent or
specially serviced loans.


GENERAL MOTORS: Discussing Overseas Production on September 22
--------------------------------------------------------------
Brett Clanton at the Detroit News writes that General Motors Corp.
is launching a three-year plan that will stress the need for U.S.
parts suppliers to open more plants in low-cost countries like
China, Brazil, Honduras and India to become more competitive.  

Bo Andersson, GM's purchasing head, will outline the plan to 250
parts suppliers on a meeting in Milford on September 22.  The new
plan, which is targeted to start in fourth quarter until 2007, is
designed to save GM billions of dollars over time, Mr. Clanton
relates.  However, the plan could also spark more tension between
the struggling automaker and its suppliers.

Mr. Clanton relates that in addition to addressing the need to
locate overseas, the new plan will begin holding more suppliers
accountable for reducing costs. It will also give credit against
current cost-cutting targets to suppliers that find ways to take
costs out of future vehicle programs.

Mr. Andersson disclosed in a published report that the company's
three-year budget program aimed at slashing $17 billion of its
purchases, made suppliers really mad to the extent of grabbing his
tie.

Industry analysts said in other reports that GM should be careful
how hard to push its new program to an already disgruntled parts
makers.  Survey among suppliers showed that their trust in GM had
fallen to a 15-year low.

John Henke at Planning Perspectives Inc. told Mr. Clanton that
GM's restructuring is just a veiled threat that if parts suppliers
won't start selling at much lower prices then GM will find other
sources outside of the United States.

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.


GLOBAL CROSSING: Court Clears Microsoft & Softbank in Class Action
------------------------------------------------------------------
Bloomberg News reports that Judge Gerard E. Lynch of the United
States District Court for the Southern District of New York
dismissed claims against Microsoft Corporation and Softbank
Corporation in a class action commenced by investors in Global
Crossing Ltd.

The lawsuit alleged that Microsoft and Softbank, whose executives
sat on the boards of GX and Asia Global Crossing, Ltd., helped
defraud investors and should, therefore, be held liable.

Microsoft and Softbank each owned 15.8% of AGX's common stock
following AGX's initial public offering in November 2000.  
Pursuant to a shareholder agreement, Microsoft and Softbank had
the right to appoint one or more directors to AGX's board.

"Plaintiffs' claims ultimately rest on a few bare facts and a
number of legally unjustified presumptions," Judge Lynch held.

Judge Lynch said Microsoft's and Softbank's representatives acted
on behalf of all AGX shareholders as board members, not within
the scope of their employment with Microsoft and Softbank.

The investors, however, may receive permission to file a new
complaint against Softbank with "important" new details.

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.


GLOBAL CROSSING: Ct. Allows Investors to Pursue Claims v. JPMorgan
------------------------------------------------------------------
As previously reported, certain investors have filed numerous
class actions against:

   * Global Crossing, Ltd.;

   * Asia Global Crossing Ltd.;

   * several GX officers and directors; and

   * financial institutions and underwriters, including J.P.
     Morgan Chase & Co.

The Investor-Plaintiffs alleged that the Defendants participated
in the fraudulent misstatement of GX's assets, obligations and
cash revenues to meet performance expectations and boost the
value of GX's securities.  The Investor-Plaintiffs also alleged
that the registration statement for AGX's initial public offering
of its common stock in October 2000 was "materially false and
misleading."

        The Control-Person Liability Claim vs. J.P. Morgan

According to Bloomberg Law, in furtherance of the IPO claim, the
Investor-Plaintiffs asserted a control-person liability claim
against J.P. Morgan pursuant to Section 15 of the Securities Act
of 1933.  They accused J.P. Morgan of controlling its subsidiary,
J.P. Morgan Chase Securities, Inc., which was one of the
underwriters for AGX's October 2000 IPO.  The Investor-Plaintiffs
said that they suffered damages as a result of J.P. Morgan's
relationship to J.P. Morgan Securities.

The Investor-Plaintiffs also asserted that various J.P. Morgan
entities conspired with GX in the fraud.  They pointed out that
Gary Winnick, who was GX's chairman, was appointed to J.P.
Morgan's National Advisory Board, while Maria Elena Lagomasino,
Chief Executive Officer of J.P. Morgan's Private Bank, was
appointed as a director of AGX's board.

The Investor-Plaintiffs believe that J.P. Morgan gained extensive
knowledge about the integrity of GX's and AGX's business, but
failed to warn investors of the problems that were evident at the
time of the IPO.

Furthermore, J.P. Morgan Securities sold 3,000,060 AGX shares to
the investing public, while J.P. Morgan Private Bank earned
millions of dollars in fees from AGX's underwriting activities,
letters of credit and personal loans made to GX's and AGX's
directors and executives.

                    J.P. Morgan Seeks Dismissal

J.P. Morgan filed with the United States District Court for the
Southern District of New York a motion to dismiss the Investor-
Plaintiffs' claim, arguing that the allegations were
"insufficient to sustain a Section 15 control-person claim and
failed to show that it controlled J.P. Morgan Chase," Bloomberg
Law says.

            District Court Junks J.P. Morgan's Request

Judge Gerard E. Lynch of the District Court subsequently denied
J.P. Morgan's request.

Judge Lynch held that the allegations against J.P. Morgan were
sufficient to state a claim of control-person liability pursuant
to liberal notice pleading rules of Rule 8 of the Federal Rules
of Civil Procedures.

"To state a claim under Section 15, a plaintiff must allege a
primary violation of Sections 11 or 12 [of the Securities Act] by
a controlled person, and control by the defendant of the primary
violator," Judge Lynch explained.  "To be liable as a control
person, the defendant must actually possess the ability to direct
the actions of the controlled person."

Judge Lynch further determined that:

   (a) the Investors' allegations regarding the existence of the
       wholly owned subsidiary relationship;

   (b) the fact that the directors of both corporations were
       interchangeable; and

   (c) J.P. Morgan's direct involvement in J.P. Morgan
       Securities' day-to-day operations,

suggested that J.P. Morgan controlled J.P. Morgan Securities in
general and for the purposes of the transactions at issue.

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.


GLOBAL IMAGING: S&P Raises Corporate Credit Rating to BB from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Tampa, Florida-based Global Imaging Systems Inc. to
BB/Stable/-- from BB-/Positive/--.  The upgrade reflects
consistently profitable revenue growth and a moderately leveraged
financial profile.  Total debt outstanding (including capitalized
operating leases) as of June 30, 2005 was about $304 million.
      
"The ratings on Global Imaging reflect a second-tier industry
position in the mature and highly competitive office equipment
distribution market, and acquisitive growth strategy," said
Standard & Poor's credit analyst Martha Toll-Reed.  These factors
partly are offset by Global's consistent financial performance and
a growing base of recurring service revenues.
     
Global is a distributor of automated office equipment solutions,
network integration solutions and electronic presentation systems.
Automated office equipment and network integration solutions
account for most of Global's revenues.  Global focuses on the U.S.
middle market, which consists of small to mid-size businesses.
This focus has enabled the company to build scale and efficiency
-- largely through acquisitions -- without participating in the
highly competitive office equipment market for large corporate
customers.  Service and supply contracts provide the company with
a recurring revenue stream, which helps provide revenue stability.
     
Consistent operating performance and revenue growth have produced
modest but steady growth in EBITDA.  The company is expected to
maintain EBITDA margins of 13-14%.  Debt protection measures are
solid for the rating level--EBITDA interest coverage is in excess
of 7x.  The company's growth strategy incorporates using moderate-
size, regional acquisitions to expand its geographic and customer
base.  Global made acquisitions totaling $183.2 million in fiscal
2005, as compared to $28.9 million in fiscal 2004.  Acquisitions
are expected to continue to be funded primarily with a combination
of cash and debt.  While the current rating and outlook
incorporate the potential for a short-term spike in leverage,
total debt to EBITDA is expected to remain below 3x.


GRANITE BROADCASTING: Moody's Affirms Junk Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Granite Broadcasting Corporation, including its Caa1 corporate
family rating and changed the outlook to negative, following the
company's announcement that it had signed a definitive agreement
to sell its two WB affiliate stations (San Francisco, California
and Detriot, Michigan) for a total consideration of $180 million,
$177.5 million in cash and $2.5 million in equity.  Moody's
expects the company to either reinvest the proceeds from this
transaction in replacement assets over the next 270 days or offer
to redeem part of the outstanding 9.75% senior secured notes due
2010, per the terms of its bond indenture.  The rating outlook is
negative.

The negative outlook reflects:

   * Moody's belief that the WB affiliate stations garnered a
     lower value than is consistent with their attractive market
     positioning (San Francisco and Detroit are both top ten
     markets);

   * the risk of potential deterioration in value of the remaining
     assets given management's poor track record in operating the
     station portfolio (evidenced by EBITDA margins at or near the
     bottom of the TV broadcast peer group -- 7% for the six
     months ended June 30, 2005); and

   * the resulting reduced cushion between asset value and the
     company's debt securities.

Additionally, the negative outlook incorporates our concerns over
management's ability to successfully reinvest in replacement
assets that will generate positive cash flow instead of favoring
debt reduction.

The affirmation is based on our belief that the value of the
company's remaining assets still cover the company's debt
securities, while the preferred is likely to face impairment in a
distress scenario.  The ratings also reflect the company's poor,
albeit, improving operating performance and precarious liquidity
position over the next twelve months given its inability to cover
debt service and capital requirements with internally generated
funds.

Moody's affirmed these ratings:

   1) B3 rating on the 9.75% senior secured notes due 2010;
   2) Ca rating on the 12.75% preferred stock due 2009; and
   3) the company's Caa1 corporate family rating.

The rating outlook is negative.

Granite Broadcasting Corporation is a television broadcaster
headquartered in New York, New York.  The company operates eight
television stations.


HAYES LEMMERZ: S&P Lowers Corporate Credit Rating to B+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hayes Lemmerz International Inc. to 'B+' from 'BB-'.  
The action reflects the company's weaker-than-expected operating
results and rising debt leverage amid challenging conditions in
the automotive industry.
     
Northville, Michigan-based Hayes has total debt of about $800
million.  The outlook is negative.
     
Hayes reported weak results for the second quarter, ended July 31,
2005, with EBITDA (adjusted for special items) declined 31%
despite a 10% increase in sales.  The sales increase resulted
from:

   * higher volumes in international markets;

   * the partial recovery, from customers, of increased steel
     prices; and

   * benefits from favorable foreign exchange rates.

But profitability declined, primarily because of low volumes on
large, profitable vehicle platforms in North America.  Lower
levels of vehicle production in North America have been
concentrated at Ford Motor Co. (BB+/Negative/B-1) and General
Motors Corp. (BB/Negative/B-1) because of their market-share
losses and high inventory levels.  These two companies together
account for more than 30% of Hayes' sales.
     
"We expect Hayes' second-half results to stabilize, as industry
inventory levels have declined to more normal levels.  But this
will depend on sales trends over the next few months," said
Standard & Poor's credit analyst Martin King.  "Those trends are
uncertain, because of the pending termination of employee-pricing
marketing programs that have spurred higher demand and because of
the potential impact on consumer spending of high gas prices and
other effects from Hurricane Katrina.  Nevertheless, the company
should benefit from restructuring actions of the past year and new
business additions."
     
Hayes expects EBITDA for the year to reach $190 million to $205
million, a $30 million decline from its previous guidance.
     
Mr. King said, "If vehicle production levels do not stabilize or
cost savings initiatives are unsuccessful, earnings and cash flow
generation will continue to fall.  This could cause debt leverage
to rise and liquidity to weaken, and result in a ratings
downgrade.  The outlook could be revised to stable if Hayes is
able to offset industry pressures with new business wins and cost
savings so that free cash flow becomes positive."


HONEY CREEK: List of 20 Largest Unsecured Creditors
---------------------------------------------------
Honey Creek Kiwi, LLC released a list of its 20 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Able Security and             Security services          $22,526
Investigations
P.O. Box 1024
Addison, TX 75001

Metroplex                     Trade debt                 $10,330
Greenhaven, Inc.
5326 Northshore Drive
Dallas, TX 75034

M-C Carpet                    Trade debt                  $8,811
401 South Garland
Garland, TX 75040

Paragon Staffing, Inc.        Trade debt                  $8,649

Itl Interior That Leasing     Trade debt                  $8,099

Winstead Plumbing             Trade debt                  $7,619

Deford's                      Trade debt                  $7,220

M&M Painting                  Trade debt                  $5,971

June Supply                   Trade debt                  $5,226

The Home Depot Supply         Trade debt                  $5,208

Silver Star Security          Security related            $5,015

Extreme Security              Trade debt                  $4,826

Munoz Carpet                  Trade debt                  $4,573

Services Response Team        Trade debt                  $4,564

Redi Carpet                   Trade debt                  $4,359

Pro Touch Cleaning            Trade debt                  $3,753

Dick's Discount Blinds        Trade debt                  $3,535

Atlantis Services, Inc.       Trade debt                  $2,561

Dallas County Health          Trade debt                  $2,280

Kelly-Moore Paint             Trade debt                  $2,269

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
$10 million to $50 million in assets and debts.


INSIGHT HEALTH: Launches $250 Million Private Debt Offering
-----------------------------------------------------------
InSight Health Services Corp. intends to offer, subject to market
and other conditions, $250 million principal amount of its senior
secured floating rate notes in a private offering.

InSight will use the proceeds from the offering to repay all
indebtedness under its existing credit facility, pay related fees
and expenses and for general corporate purposes.  If the principal
amount of the offering is increased, InSight contemplates using
the additional proceeds to purchase a portion of its existing 9-
7/8% senior subordinated notes due 2011 in one or more privately
negotiated transactions.

The senior secured floating rate notes have not been registered
under the Securities Act of 1933, as amended, or applicable state
securities laws, and will be offered only to qualified
institutional buyers in reliance on Rule 144A and in offshore
transactions pursuant to Regulation S under the Securities Act.
Unless so registered, the senior secured floating rate notes may
not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.

InSight, with headquarters in Lake Forest, provides diagnostic
imaging and information, treatment and related management
services.  It serves managed care entities, hospitals and other
contractual customers in 36 states, including the following
targeted regional markets: California, Arizona, New England, the
Carolinas, Florida and the Mid-Atlantic states.

                         *     *     *

Standard & Poor's Ratings Services junked the Company's 9-7/8%
Senior Subordinated Notes due 2011 in October 2004.  Moody's
assigned its Caa1 rating to this $225 million subordinated debt
issue on September 8, 2005.  


INTEGRATED ELECTRICAL: Sells Florida Units for $7.9 Million
-----------------------------------------------------------
Integrated Electrical Services, Inc. (NYSE: IES) sold the stock of
one of its industrial business units located in Florida.  The
purchase price was approximately $7.9 million, approximately 25%
of which was seller-financed.  The buyer will deliver a three year
promissory note in the amount of approximately $1.95 million
payable to IES for the seller-finance portion of the purchase
price.  The balance of the purchase price was paid in cash at
closing.  This unit had net revenues of $35.5 million and an
operating loss of $300,000 for the previous twelve months.

On a cumulative basis since November 29, 2004, IES has sold
thirteen units for approximately $46.8 million in cash and closed
two additional units.  During fiscal 2004, these fifteen units
produced combined net revenues of $244.8 million and operating
income of $9.0 million.  In addition, the company has received
$3.1 million from final cash true-ups of certain previous sales,
for total cash proceeds to date of $49.9 million from the sales.

Integrated Electrical Services, Inc. is a national provider of
electrical solutions to the commercial and industrial, residential
and service markets.  The company offers electrical system design
and installation, contract maintenance and service to large and
small customers, including general contractors, developers and
corporations of all sizes.  

                         *     *     *  

As reported in the Troubled Company Reporter on May 19, 2005,  
Moody's Investors Service has downgraded the ratings of Integrated  
Electrical Services, Inc. one notch to B3 senior implied and to  
Caa2 for its guaranteed senior subordinated debt of $173 million
due 2009 and changed the outlook to negative.  

Moody's has downgraded these ratings:  

   * Senior Implied, downgraded to B3 from B2;  

   * Senior Unsecured Issuer Rating, downgraded to Caa1 from B3;  

   * $173 million (remaining balance) of 9.375% senior  
     subordinated notes due 2009 (in two series), downgraded to  
     Caa2 from Caa1.  

The ratings outlook is changed from stable to negative.


INTERSTATE BAKERIES: Committee Taps Shughart Thomson as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Interstate Bakeries Corporation and its debtor-affiliates' cases
asks the U.S. Bankruptcy Court for the Western District of
Missouri for permission to retain Shughart Thomson & Kilroy, P.C.,
as co-counsel, effective as of Sept. 1, 2005.

Shughart Thomson will replace Kutak Rock, LLP.

Committee Co-Chairperson Laura L. Moran of U.S. Bank, National
Association, Indenture Trustee, explains that Paul D. Sinclair
has transferred from Kutak Rock to Shughart Thomson.  The
Committee has approved Mr. Sinclair's transfer of the Interstate
Bakeries Corporation matter on September 8, 2005, effective
September 1.

The Committee seeks to retain Shughart Thomson as its attorneys
because of the firm's (i) experience and expertise in the field
of business reorganizations under Chapter 11 of the Bankruptcy
Code, (ii) experience practicing before Western District of
Missouri Bankruptcy Court, and (iii) ability to respond quickly
to legal issues that may arise in the Debtors' cases.

The Committee is familiar with Shughart Thomson's qualifications
because of Mr. Sinclair's role to date representing it in this
case.  Accordingly, the Committee believes the firm is well-
qualified to represent it in these Chapter 11 cases in an
efficient and timely manner.

As co-counsel, Shughart Thomson will:

   (a) advise the Committee with respect to its powers and duties
       under Section 1103 of the Bankruptcy Code;

   (b) take all necessary action to preserve, protect and
       maximize the value of the Debtors' estate for the benefit
       of the Debtors' unsecured creditors, including, but not
       limited to, investigating the acts, conduct, assets,
       liabilities, and financial condition of the Debtors, the
       operation of the Debtors' businesses and the desirability
       of the continuance of such businesses, and any other
       matters relevant to the bankruptcy cases or to the
       formulation of a plan;

   (c) prepare on behalf of the Committee motions, applications,
       answers, orders, reports and papers that may be necessary
       to the Committee's interests in these Chapter 11 cases;

   (d) participate in the formulation of a plan as may be in the
       best interests of the Committee and the unsecured
       creditors of the Debtors' estates;

   (e) advise the Committee in connection with any sales or
       proposed sales of the Debtors' assets;

   (f) appear before this Court, any appellate courts, and the
       United States Trustee to protect the interests of the
       Committee and the value of the Debtors' estates before
       the courts and the United States Trustee;

   (g) consult with the Debtors' counsel on behalf of the
       Committee regarding tax, intellectual property, labor and
       employment, real estate, corporate and litigation matters,
       and general business operational issues; and

   (h) perform any and all necessary legal services and provide
       any and all other necessary legal advice to the Committee
       in connection with these Chapter 11 cases.

Shughart Thomson will be compensated at these hourly rates:

          Professional                         Range
          ------------                         -----
          Shareholders and Of Counsel       $220 - $350
          Associates                        $135 - $225
          Paralegals                         $80 - $125

Mr. Sinclair discloses that prior to 2004, Shughart Thomson
represented the Debtors on matters generally involving employment
issues.  The firm has not received any fees from the Debtors
since January 2004.

During 2005, the firm also performed work at the request of IBC
serving as counsel in a juvenile court appointment, in lieu of
service by an internal attorney with IBC.  That representation is
being transferred to another law firm, Mr. Sinclair says.  
Shughart Thomson will withdraw as ordinary course counsel.

The firm has not handled any other matters for the Debtors during
the bankruptcy.

Mr. Sinclair further discloses that before the Petition Date,
Cereal Food Processors, Inc. asked him while he was at Kutak
Rock, to serve as its counsel in the anticipated bankruptcies of
the Debtors.  Subsequent to the Petition Date, Kutak Rock filed a
notice of appearance on behalf of Cereal Food in these cases,
reviewed pleadings, attended first day hearings, and monitored
the cases.  However, with Cereal Food's consent, neither Mr.
Sinclair nor Kutak Rock any longer represents Cereal Food with
regard to the Debtors or the Chapter 11 cases.

Mr. Sinclair assures the Court that Shughart Thomson is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

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


INTERSTATE BAKERIES: Wants to Walk Away From 11 Real Estate Leases
------------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek the
U.S. Bankruptcy Court for the Western District of Missouri's
authority to reject 11 unexpired non-residential real property
leases effective as of Aug. 31, 2005, to reduce postpetition
administrative costs:

   Landlord             Location                      Lease Date
   --------             --------                      ----------
   Gerard Limited       525 East Palmdale Boulevard,  07/07/1987
   Partnership          Plaza Del Centro, Palmdale,
                        California

   Elmer A and Helen    1900 West Main Independence,  08/06/1990
   Belt                 Kansas

   Meriwether           931 SE Main Street,           05/11/1993
   Properties, LLC      Wetumpka, Alabama

   Greenbriar, Ltd.     557 First Street, North       01/01/1991
                        Alabaster, Alabama

   Duncan Properties    1001 South Van Buren, Enid,   06/11/1991
                        Oklahoma

   Cherry Building,     1720 Cherry Street, Kansas    12/01/1995
   LLC                  City, Missouri

   T.G.L. Properties,   9,10 & 11 Town & Country      07/08/1997
   L.L.C.               Marketplace, Warrenton,
                        Missouri

   Wiltham Place Ltd.   8031 South 83rd Avenue,       02/18/1999
   Partnership          Lavista, Nebraska

   SRW Inc.             3201 South Third Street,      05/11/2000
                        Memphis, Tennessee

   J.W. Franklin Co.    609 East Young,               09/15/2000
                        Warrensburg, Missouri

   Lincoln Henderson    7254 North 30th Street,       11/27/2000
   Omaha North 30th     Omaha, Nebraska
   Street LLC

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the resultant savings from the
rejection of the 11 Real Property Leases will favorably affect
the Debtors' cash flow and assist them in managing their future
operations.

"[B]y rejecting each Real Property Lease, the Debtors will avoid
incurring unnecessary administrative charges for rent and other
charges and repair and restoration of each of the Premises," Mr.
Ivester points out.

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


JO-ANN STORES: Registers 2.6-Mil Shares for Employee Distribution
-----------------------------------------------------------------
Jo-Ann Stores, Inc., registered 2,600,000 shares of common stock
with the Securities and Exchange Commission for distribution to
its employees under the 1998 Incentive Compensation Plan.  The
Company valued the common stock distribution at $52,182,000 at
$20.07 per share.

Thompson Hine LLP reviewed and opined on the legality of the
filing of the Registration Statement.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?172

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

                         *     *     *

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


JOHN Q. HAMMONS: 98.83% of Noteholders Agree to Amend Indenture
---------------------------------------------------------------
JQH Finance, LLC, received requisite consents to adopt the
proposed amendments to the Indenture governing the Series B 8-7/8%
First Mortgage Notes due 2012 in connection with the pending
merger between its affiliate and John Q. Hammons Hotels, Inc.
(Amex: JQH).   

John Q. Hammons Hotels, L.P. and John Q. Hammons Hotels Finance
Corporation III issued the First Mortgage Notes in connection with
its previously commenced tender offer and related consent
solicitation for any and all of the outstanding Notes.

A total of more than $493 million, or approximately 98.83% in
aggregate principal amount of the outstanding Notes, were validly
tendered and not validly withdrawn before 5:00 p.m., New York City
time, on Sept. 9, 2005.  The Offer and Consent Solicitation is
scheduled to expire at 10:00 a.m., New York City time, on Monday,
Sept. 26, 2005.

John Q. Hammons Hotels, L.P., John Q. Hammons Hotels Finance
Corporation III and Wachovia Bank, National Association, as
trustee, have executed a First Supplemental Indenture setting
forth the amendments, which eliminated most of the restrictive
covenants and certain events of default from the Indenture.  

With the exception of one amendment, which became operative upon
execution of the First Supplemental Indenture, the amendments will
become operative when the Notes that are validly tendered and not
validly withdrawn are purchased by JQH Finance, LLC pursuant to
the terms of the Offer.  All amendments to the Indenture, once
operative, will be binding upon all holders of the Notes,
including those not tendering pursuant to the Offer.

Goldman, Sachs & Co., has been appointed as dealer manager and
solicitation agent for the tender offer and consent solicitation.  
Global Bondholder Services Corporation has been appointed the
information agent and depositary for the tender offer and consent
solicitation.  The Offer Materials may be obtained by contacting
Global Bondholder Services Corporation, 65 Broadway -- Suite 74,
New York, New York 10006, Attention: Corporate Actions (telephone:
866-873-6300).  Information concerning the terms and conditions of
the tender offer and consent solicitation may be obtained by
contacting Goldman, Sachs & Co., Credit Liability Management
Group, 85 Broad Street, 29th Floor, New York, New York, 10004
(telephone: 800-828-3182).

John Q. Hammons Hotels, Inc. -- http://www.jqh.com/-- is a     
leading independent owner and manager of affordable upscale, full
service hotels located primarily in key secondary markets.  The
Company owns 46 hotels located in 20 states, containing 11,370
guest rooms or suites, and manages 14 additional hotels located in
seven states containing 3,158 guest rooms or suites.  The majority
of these 60 hotels operate under the Embassy Suites, Holiday Inn
and Marriott trade names.  Most of the hotels are located near a
state capitol, university, convention center, corporate
headquarters, office park or other stable demand generator.

                         *     *     *

As reported in the Troubled Company Reporter on May 27, 2005,
Standard & Poor's Ratings Services ratings on John Q. Hammons
Hotels L.P. (JQH LP), including the 'B' corporate credit rating,
remain on CreditWatch with developing implications, where they
were placed on Oct. 18, 2004.

This follows the announcement by JQH Inc. that a special committee
approved a transaction between principal stockholder John Q.
Hammons and an investor group.   The purchase price for JQH Inc.'s
Class A common shares was reiterated at $24 a share.  JQH Inc. has
not yet publicly disclosed all details of the transaction, such as
the participants in the investor group and what the final capital
structure will be.

JQH LP is a partnership whose sole general partner is JQH Inc., a
publicly traded company, which exercised control over all
partnership decisions.  Mr. John Q. Hammons, the majority
shareholder of JQH Inc. holds about 77% of the voting shares.

In resolving the CreditWatch listing, Standard & Poor's will
monitor developments associated with the ongoing transaction,
including whether the $499 million in outstanding 8.875% first
mortgage notes due 2012, which were jointly issued by JQH LP and
John Q. Hammons Hotels Finance Corporation III, will remain
outstanding.  The CreditWatch listing will be resolved when
details of the transaction are fully determined.


KAISER ALUMINUM: Hires Russell Reynolds to Scout for New Directors
------------------------------------------------------------------
Kaiser Aluminum Corporation and 20 of its debtor-affiliates are
now positioned to potentially emerge from bankruptcy by the end of
the year, with the filing of their plan of reorganization and
accompanying disclosure statement.

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

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

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

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

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

       * two persons designated by the Debtors;

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

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

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

Founded in 1969, Russell Reynolds is one of the world's leading
providers of executive recruiting services, with more than 275
recruiting professionals working in 33 offices throughout the
world.  Russell Reynolds's professionals provide expertise in more
than 40 industries, functional and geographical specialties.  On
average, Russell Reynolds annually conducts more than 2,800
recruiting assignments worldwide, at levels ranging from chief
executive and outside directors to senior managers in all
management functions.  Russell Reynolds is familiar with both the
Debtors' industry and the appropriate qualifications for the
Reorganized KAC director positions.

Accordingly, the Debtors seek the Court's authority to employ
Russell Reynolds as search consultant, nunc pro tunc as of
August 1, 2005.

Pursuant to a letter agreement, the Debtors will pay Russell
Reynolds a $340,000 fee for conducting the recruiting assignment.  
The Project Fee will also cover Russell Reynolds' assistance with
the benchmarking and development of an appropriate director
compensation structure in connection with the search and in light
of the current market, as well as Russell Reynolds' suggestions
regarding the content of the new director orientation process
after director selection.  The Project Fee will be billed in three
equal monthly installments beginning at the initiation of the
project.

The Debtors will reimburse all normal out-of-pocket, recruiting-
related expenses.  All telephone, facsimile, messenger,
duplicating and other communication costs are included in Project
Fee and will not be reimbursed separately.

The Search Committee has asked Russell Reynolds to complete the
search within three months. If the assignment is not completed in
the first three months, Russell Reynolds will continue to work for
an additional three months, charging only for expenses, as long as
the parties agree that any remaining director position can be
filled.

The Letter Agreement further provides that the Search Committee
may cancel the assignment at any time.  If the project is
cancelled during the first month, Russell Reynolds will receive
the Project Fee's first installment, plus any out-of-pocket
expenses incurred up to the date of cancellation.

If the assignment is cancelled during the second or third month,
the Debtors will be charged the remaining Project Fee on a pro
rata basis, plus expenses.  If the assignment is cancelled at any
time after the third month, the Project Fee is considered earned
and remaining expenses must be reimbursed.

Given the nature of the services to be performed by Russell
Reynolds and the manner of compensation for those services, the
Debtors also ask for permission to pay Russell Reynolds' fees and
expenses when due, without the need to file an application for
compensation with the Court.

Ron E. Lumbra, Russel Reynolds' Managing Director, attests that
the firm does not hold or represent any interest adverse to the
Debtors, their estates, and their creditors, and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

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)


KAMPS AG: Fitch Puts BB- Rating on Watch Negative
-------------------------------------------------
Fitch Ratings, the international rating agency, placed German
bakery company Kamps AG's Senior Unsecured 'BB-' rating on Rating
Watch Negative, following the publication of its H105 results.

The rating action has been triggered by Kamps' lower-than-expected
H105 profits stemming from a decline in sales within the pre-
packed bread unit.  Reduced profitability from the lower sales
offset the benefits of Kamps' cost-saving initiatives, leaving its
H105 EBITDA broadly flat on H104.

Management has stated to Fitch that sufficient cash is available
to repay its scheduled EUR250 million bond maturity on 29
September 2005.

In order to resolve the Rating Watch, the agency will meet with
Kamps' management in the near future to discuss the company's
business plan and its cash flow capability over the next two to
three years.  Unless the company can show a sustained improvement
in its cash flow-generation capacity, a downgrade by possibly one
notch may follow.

Kamps posted H105 EBITDA of EUR52m (EUR40m excluding Dutch
operations).  Management has confirmed good progress in its cost-
cutting plan announced last October, with EUR25m of net cost
savings due to be achieved in FY05.  However, last year's
cancellation of the contract with German retailer Rewe's discount
chain Penny, and the unexpected loss of its remaining contracts
with Rewe, led to a loss of annualized sales of EUR130m.  While
these lost contracts were partially offset by higher sales to
Metro and Lidl, they erased most of the improvements in EBITDA
resulting from FY05's cost-cutting plans.

Guidance for FY05 EBITDA, adjusting for disposed operations, has
been reduced to EUR82m from a previous expectation of EUR101m.  
While this still represents a small uplift compared to FY04's
EUR77m (excluding to-be-sold Dutch operations), Fitch is less
confident that the company will be able to achieve its projections
for future years.

The challenges of Kamps' operating performance, given its domestic
difficult trading environment, are partly mitigated by the
continued support from its majority shareholders, Barilla and the
other financial partners.  Following the relief of Kamps from its
obligation in July 2003 to purchase a 51% stake in French bakery
company Harry's and the payment of EUR300m cash to Kamps in
exchange for its 49% stake in the same company, Barilla and its
financial partners have now put in place financial resources to
facilitate the repayment of the 8% EUR250m bond maturing in
September 2005.  During September a EUR75m receivable will be
cashed in by Kamps and the group's Dutch operations will be sold
to a third party and to the shareholders (at an independently
assessed fair value).  Also, the support of shareholders aided
Kamps' receivables securitization, which was finalized in May
2005.

While the sale of the Dutch operations planned for this month and
the securitization transaction of earlier this year enhance the
company's leverage position, Fitch notes that the company is
shrinking in size and has reduced asset coverage for unsecured
creditors.


KERASOTES SHOWPLACE: S&P Lowers Corporate Credit Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kerasotes Showplace Theatres Holdings LLC to 'B-' from
'B', based on the increased credit risk from the proposed sale
leaseback of 17 of the company's 77 theaters.  At the same time,
Standard & Poor's assigned its 'B-' rating and a recovery rating
of '3' to Kerasotes' operating subsidiary Kerasotes Showplace
Theatres LLC's $174 million senior secured amended bank credit
facility, indicating expectations of a meaningful recovery of
principal (50%-80%) in the event of default.
     
The outlook is negative.  Pro forma for the transaction as of June
30, 2005, the Chicago, Illinois-based movie exhibitor had $99
million in debt.
     
"The rating was lowered because the sale leaseback will decrease
the company's EBITDA by 38%, turn EBITDA margins from leading to
trailing its rated peers, increase negative discretionary cash
flow, and raise lease-adjusted leverage," said Standard & Poor's
credit analyst Steve Wilkinson.
     
The transaction also will increase liquidity, reduce balance sheet
debt, and improve covenant compliance.  However, the company plans
to use the extra cash on its theater expansion plan and will
probably draw on its revolving credit for the same purpose.
     
In the transaction, Kerasotes will be selling 17 of its theaters
for the price of $200 million.  Proceeds from the sale leaseback
will be used to repay $100 million in existing bank debt, fund a
$30 million dividend, and pay related costs.  The remaining $45
million will be used, along with the company's undrawn $75 million
revolving credit facility, to fund the company's future theater
expansion and renovation plans.
     
The rating on Kerasotes reflects:

   * the risks related to the company's aggressive expansion plan,
     including ramifications of the sale leaseback; and

   * its lower profitability because of a sharp drop in U.S.
     moviegoing.  

These risks are only partially mitigated by:

   * the company's strong regional market position in the Midwest;
     and

   * the operating flexibility provided by its high degree of
     theater ownership (more than 40% of its venues after the
     transaction).
     
Kerasotes is the seventh-largest movie exhibitor in the U.S. by
screen count, but many of its theaters are older and less well
equipped with popular features like stadium seating.  The company
must spend on upgrading its theaters to remain competitive and
reduce its reliance on its top 10 theaters.  Capital spending
entails financial and execution risk.  Also, the current plan
is very aggressive, considering the downturn in the industry and
the company's negative discretionary cash flow.


KOEN BOOK: Creditors Committee Taps Lowenstein Sandler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Koen Book
Distributors, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ and
retain Lowenstein Sandler PC as its counsel.

Lowenstein Sandler is expected to:

    (a) provide legal advice as necessary with respect to the
        Committee's powers and duties as an official committee
        appointed under section 1102 of the Bankruptcy Code;

    (b) assist the Committee in investigating the acts, conduct,
        assets, liabilities, and financial condition of the
        Debtor, the operation of the Debtor's business, potential
        claims, and any other matters relevant to the case or to
        the formulation of a plan of reorganization;

    (c) provide legal advice as necessary with respect to any
        disclosure statement and plan filed in this case and with
        respect to the process for approving or disapproving a
        disclosure statement and confirming or denying
        confirmation of a plan;

    (d) prepare on behalf of the Committee, as necessary,
        applications, motions, complaints, answers, orders,
        agreements and other legal papers;

    (e) appear in court to present necessary motions,
        applications, and pleadings, and otherwise protecting the
        interest of those represented by the Committee;

    (f) assist the Committee in requesting the appointment of a
        trustee or examiner, should such action be necessary; and

    (g) perform such other legal services as may be required and
        in the interest of the Committee and creditors.

The Committee disclosed the Firm's professionals will bill:

     Designation                  Hourly Rate
     -----------                  -----------
     Members (Principals)         $325 - $595
     Senior Counsel               $295 - $425
     Counsel                      $265 - $375
     Associates                   $165 - $300
     Legal Assistants              $75 - $150

To the best of the Committee's knowledge, the Firm is a
"disinterested person" as that term is defined by Section 101(14)
Bankruptcy Code.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing  
in bestsellers and independent press titles.  The company filed
for chapter 11 protection on July 11, 2005 (Bankr. D. N.J. Case
No. 05-32376).  Aris J. Karalis, Esq., at Ciardi, Maschmeyer &
Karalis, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


KOEN BOOK: Committee Hires Traxi LLC as Financial Advisor
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Koen Book
Distributors, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of New Jersey to employ and
retain Traxi LLC as its financial advisors.

Traxi LLC is expected to:

    (a) review all financial information prepared by the Debtor or
        its consultants as requested by the Committee including,
        but not limited to, a review of the Debtor's financial
        statements as of the filing of the petition, showing in
        detail all assets and liabilities and priority and secured
        creditors;

    (b) monitor the Debtor's activities regarding cash
        expenditures, receivable collections, asset sales and
        projected cash requirements;

    (c) attend meetings including the Committee, the Debtor,
        creditors, their attorneys and consultants, Federal and
        state authorities, if required;

    (d) review the Debtor's periodic operating and cash flow
        statements;

    (e) review the Debtor's book and records for related party
        transactions, potential preferences, fraudulent
        conveyances and other potential pre-petition
        investigations;

    (f) investigate with respect to the pre-petition acts,
        conduct, property, liabilities and financial condition of
        the Debtor, its management, creditors including the
        operation of its businesses, and as appropriate, avoidance
        actions;

    (g) review any business plans prepared by the Debtor or their
        consultants;

    (h) review and analyze proposed transactions for which the
        Debtor seeks Court approval;

    (i) assist in a sale process of the Debtor collectively or in
        segments, parts or other delineations, if any;

    (j) assist the Committee in developing, evaluation,
        structuring and negotiating the terms and conditions of
        all potential plans of liquidation;

    (k) provide expert testimony on the results of its findings;

    (l) analyze potential divestitures of the Company's
        operations;

    (m) assist the Committee in developing alternative plans
        including contacting potential plan sponsors if
        appropriate; and

    (n) provide the committee with other and further financial
        advisory services with respect to the Company, including
        valuation, and advice with respect to financial, business
        and economic issues, as may arise during the course of the
        restructuring as requested by the Committee.

Chad J. Shandler, managing director at Traxi LLC, disclosed the
Firm's professionals bill:

     Designation                        Hourly Rate
     -----------                        -----------
     Partners/Managing Directors        $400 - $550
     Managers/Directors                 $275 - $400
     Associates/Analysts                $125 - $275

Mr. Shandler assures the Court that the Firm is a "disinterested
person" as that term is defined by section 101(14) of the
Bankruptcy Code.

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing  
in bestsellers and independent press titles.  The company filed
for chapter 11 protection on July 11, 2005 (Bankr. D. N.J. Case
No. 05-32376).  Aris J. Karalis, Esq., at Ciardi, Maschmeyer &
Karalis, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


KOEN BOOK: Files Schedules of Assets and Liabilities
----------------------------------------------------
Koen Book Distributors, Inc. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of New
Jersey disclosing:

      Name of Schedule               Assets        Liabilities
      ----------------               ------        -----------
   A. Real Property                 
   B. Personal Property            $17,322,384
   C. Property Claimed
      As Exempt
   D. Creditor Holding                              $7,201,011
      Secured Claim
   E. Creditors Holding Unsecured
      Priority Claims
   F. Creditors Holding Unsecured                  $17,501,257
      Nonpriority Claims
   G. Executory Contracts and
      Unexpired Leases
   H. Codebtors
   I. Current Income of
      Individual Debtor(s)
   J. Current Expenditures of
      Individual Debtor(s)
                                   -----------     -----------
      Total                        $17,322,384     $24,702,268

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc. -- http://www.koen.com/-- is a book wholesaler specializing  
in bestsellers and independent press titles.  The company filed
for chapter 11 protection on July 11, 2005 (Bankr. D. N.J. Case
No. 05-32376).  Aris J. Karalis, Esq., at Ciardi, Maschmeyer &
Karalis, P.C., represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and debts.


LIFECARE HOLDINGS: Moody's Affirms $150 Million Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of LifeCare
Holdings, Inc. following the company's announcement that its three
New Orleans facilities were evacuated as a result of Hurricane
Katrina.  The three facilities are hospitals-within-hospitals.
Based on currently available information, Moody's understands that
one of the facilities was likely severely damaged by the
hurricane.  The remaining two facilities are located on the upper
floors of the host hospitals and suffered an undeterminable amount
of property damage.

Moody's does not believe the closure of the three New Orleans
facilities presents any near-term liquidity issues as the company
maintains access to a $75 million revolving credit facility
established in the acquisition of the company by the Carlyle Group
on August 11, 2005.  Moody's does not believe the impairment of
cash flow from these facilities significantly increases the risk
of default over the rating horizon.  However, Moody's will
continue to monitor the extent to which the loss of cash flow from
the evacuated facilities is likely to increase dependence on the
revolver or cause the company to seek additional financing
resulting in increased leverage.

It should be noted that Moody's previously expected the company to
draw on the revolver within the next twelve months to fund capital
expenditures for the transition of its hospital-within-hospital
facilities subject to changes in the Medicare regulations.
Additional reliance on the revolver would likely result in reduced
financial flexibility.

If the company's financial profile changes over the next two
quarters, such that leverage is expected to increase above
anticipated levels, Moody's could place the ratings under review
for possible downgrade or it could revise the outlook for the
ratings to negative.

These ratings were affirmed:

   * $75 million senior secured revolving credit facility
     due 2011, rated B2

   * $255 million senior secured Term Loan B due 2012, rated B2

   * $150 million senior subordinated notes due 2013, rated Caa1

   * Corporate family rating, B2

   * Speculative grade liquidity rating, SGL-2

Headquartered in Plano, Texas, LifeCare operates 21 long-term
acute care hospitals in 12 markets throughout nine states with
1,021 licensed beds.  The company's facilities include 15 HIH and
six free-standing facilities.  For the twelve months ended March
31, 2005, the company recognized revenue of approximately $335
million.


LONGFAMILY FARMS: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Longfamily Farms LLC
        P.O. Box 71
        Colfax, West Virginia 26566

Bankruptcy Case No.: 05-03903

Chapter 11 Petition Date: September 9, 2005

Court: Northern District of West Virginia (Clarksburg)

Debtor's Counsel: Leslie Miller-Stover, Esq.
                  Steptoe & Johnson PLLC
                  P.O. Box 1588
                  Charleston, West Virginia 25326-1588
                  Tel: (304) 353-8135
                  Fax: (304) 353-8180

Total Assets: $28,150

Total Debts:  $2,221,900

Debtor's Largest Unsecured Creditor:

   Entity                                   Claim Amount
   ------                                   ------------
WV Division of Highways                       $2,221,900
Legal Division Room A519, B-5
1900 Kanawha Boulevard, East
Charleston, West Virginia 25305-0430


LUIGINO'S INC: S&P Places B+ Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on frozen
entr,e manufacturer Luigino's Inc., including its 'B+' corporate
credit rating, on CreditWatch with developing implications.  The
CreditWatch listing follows Luigino's confirmation that it is
seeking proposals from third parties regarding a possible sale of
the company.  Total debt outstanding was about $190 million at
July 17, 2005.
     
Developing implications indicate that the ratings may be raised
or lowered, depending on the credit profile of Duluth, the
Minnesota-based company following a sale of the company.  An
acquisition of Luigino's by a strategic buyer with a stronger
business and/or financial profile could result in an upgrade,
while a leveraged buyout by a private equity company, resulting in
higher financial risk, could result in a downgrade.  If the
company is not sold, and current business conditions remain
unchanged, the ratings could be affirmed.
     
The completion and timing of a transaction remain uncertain.  In
resolving its CreditWatch listing, Standard & Poor's will continue
to monitor developments associated with the company's sale
process.


MAD CATZ: Renews $35 Million Asset-Based Credit Facility
--------------------------------------------------------
Mad Catz Interactive, Inc. (AMEX/TSX: MCZ) renewed its $35 million
asset based credit facility with Wachovia Capital Finance
Corporation (Central), formerly Congress Financial Corporation
(Central), until September 25, 2006.

At June 30, 2005, Mad Catz had approximately $16.6 million
outstanding under the facility, which was primarily deployed to
fund working capital and inventory.

Cy Talbot, Chief Financial Officer of Mad Catz Interactive, Inc.,
commented, "Managing our capital structure and balance sheet have
been important elements of Mad Catz' long-term growth and
expansion.  We are pleased to extend the Company's four year
relationship with Wachovia who is supportive of our strategic
plans for continued growth."

Mad Catz Interactive, Inc. -- http://www.madcatz.com/-- is a  
worldwide leader of innovative peripherals in the interactive
entertainment industry.  Mad Catz designs and markets a full range
of accessories for video game systems and publishes video game
software, including the industry leading GameShark brand of video
game enhancements.  Mad Catz has distribution through most leading
retailers offering interactive entertainment products.  Mad Catz
has its operating headquarters in San Diego, California and
offices in Canada, Europe and Asia.  

                           *     *     *

As reported in the Troubled Company Reporter on July 01, 2005, Mad
Catz Interactive, Inc. will delay the filing of its annual
financial statements (including the MD&A) for the fiscal year
ended March 31, 2005.  The Company does not believe that the delay
will result in any change to its fiscal 2005 financial results
that were released on June 9, 2005.  

As previously reported, during the fourth quarter of fiscal 2005,
the Company determined that it no longer met the criteria to
continue filing as a foreign private issuer in the United States
and will file as a U.S. domestic issuer.  Accordingly, with the
release of its fiscal 2005 fourth quarter and full year results,
the Company began preparing its financial statements and reporting
its results in accordance with U.S. GAAP (as opposed to Canadian
GAAP which was previously followed).  As such, commencing with the
March 31, 2005 fiscal year-end financial statements, the Company
will file its Annual Reports on Form 10-K, Quarterly Reports on  
Form 10-Q and Current Reports on Form 8-K.  

As a result of the change in filing status Mad Catz was unable to
complete and file its 2005 Statements by the June 29, 2005
deadline (90 days after Mad Catz's fiscal year end), as required
by applicable securities laws, without unreasonable effort and
expense because additional time is required to finalize and audit  
Mad Catz's consolidated financial statements.  Mad Catz expects to
file the 2005 Statements by July 14, 2005, and in any event by  
Aug. 29, 2005.  Mad Catz will also delay the filing of its Annual  
Information Form in Form 10-K for the year ended March 31, 2005,
until such time as its 2005 Statements are filed.   

                        Cease Trade Order

The Ontario Securities Commission has indicated that in accordance
with its Policy 57-603, should Mad Catz fail to file the 2005
Statements by Aug. 29, 2005, a cease trade order may be imposed by
the applicable securities commissions, requiring that all trading
of securities of Mad Catz cease for such periods specified in the
order.  It is anticipated that during the period of time that the  
2005 Financial Statements remain outstanding, the directors and
senior officers of Mad Catz will be subject to the cease trade
order of the Ontario Securities Commission prohibiting such
persons from trading in the Company's securities.  Mad Catz
intends to satisfy the provisions of the alternate information
guidelines of Policy 57-603 for as long as it remains in default
of the financial statements filing requirements of applicable
securities laws.


MARK ORMOND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Mark R. Ormond and Lori K. Pedelty
         1320 South Plymouth Court
         Chicago, Illinois 60605

Bankruptcy Case No.: 05-36775

Chapter 11 Petition Date: September 12, 2005

Court: Northern District of Illinois (Chicago)

Debtors' Counsel: Scott R. Clar, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Mary P. Taylor                             $150,000
   448 Wrightwood, Unit 2
   Chicago, IL 60614


   Chicago City Day School                     $55,000
   541 West Hawthorne Place
   Chicago, IL 60657
   Attn: Ms. Galeta Kaar Clayton

   Associated Bank Visa                        $25,664
   1305 Main Street
   Stevens Point, WI 54481

   American Express                            $13,852
   P.O. Box 7962
   Westbury, NY 11590-7962


   Diners Club                                 $10,050

   Citimiles Mastercard                         $8,188

   Associated Bank Visa                         $8,188

   Wachovia Bank                                $6,963

   Sears                                        $6,293

   Arnstein & Lehr LLP                          $4,542

   Howowitz and Weinstein                       $4,439

   Harris Bank N.A.                             $3,850

   Home Depot                                   $2,455

   American Express Optima                      $2,386

   Chase Mastercard                             $2,331

   Levenfeld Pearlstein, LLC                    $2,303

   Advanta                                      $2,200

   Harris Bank Mastercard                       $1,547

   MBNA                                         $1,475

   Bloomingdales                                $1,153


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

The Debtor has claims against CEI Roofing, Inc., and its
affiliates, arising out of the construction of the California
State University at Stanislaus and the Delano Prison.  Mauldin
filed proofs of claims in CEI's bankruptcy case (Bankr. N.D. Texas
Case No. 04-35113).  CEI objected to Mauldin's claims.  Papers
filed with the Bankruptcy Court in California don't specify the
claim amount against CEI Roofing.

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

Mauldin wants Cowles & Thompson to continue representing it in
responding to CEI's objections and defending its claims in CEI's
bankruptcy proceedings.  

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

Mauldin also asks the Court for permission to pay:

   -- $2,444 postpetition expenses,

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

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

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

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

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


MEDIA GROUP: Court Okays Panel's Rule 2004 Probe of Sonny Howard
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, gave the Official Committee of Unsecured
Creditors appointed in The Media Group Inc., and its debtor-
affiliates' chapter 11 cases permission to conduct an examination
under Bankruptcy Rule 2004 of Sonny Howard.

As reported in the Troubled Company Reporter on July 19, 2005, the
Committee wants to examine Mr. Howard in connection with:

   -- his role as the president and principal of the Debtors; and
   -- his own individual chapter 11 bankruptcy proceeding.

The Committee seeks to examine Mr. Howard about:

   (a) any loans Mr. Howard made to the Debtors;

   (b) compensation and payments received by Mr. Howard from the
       Debtors;

   (c) the Proof of Claim Mr. Howard has filed against the
       Debtors;

   (d) any ownership interests in the Dura-Lube Assets, either
       directly or indirectly by and through any entities like
       High Rev Products, LLC; and

   (e) other issues relating to the acts, conduct, property,
       liabilities and financial condition of the Debtors and
       Mr. Howard and of matters which may affect the
       administration of the estates.

Robert E. Kaelin, Esq., at Murtha Cullina LLP in Hartford,
Connecticut, tells the Court that the Committee wants Mr. Howard
to produce these documents:

   (a) copies of documents relating to, demonstrating or
       evidencing any loans made by Mr. Howard to the Debtors from
       1996 to the present;

   (b) copies of Mr. Howard's Tax Returns for the years 2000-2004;

   (c) copies of documents relating to, demonstrating or
       evidencing any payments or compensation Mr. Howard received
       from the Debtors from 1999 to the present;

   (d) copies of documents relating to, demonstrating or
       evidencing any payments or compensation Mr. Howard received
       from Dura-Lube Corporation or Dura Lube Corporation from
       1999 to the present;

   (e) copies of all Mr. Howard's bank statements, as well as
       copies of cancelled checks from Jan. 1, 1999 to the
       present;

   (f) copies of all correspondence between Mr. Howard and the
       Debtors from 1999 to the present;

   (g) copies of all documents supporting Mr. Howard's Proof of
       Claim filed against the Debtors.

Headquartered in Stamford, Connecticut, The Media Group Inc.,
distributes and markets automotive additives and general
merchandise.  The Company filed for chapter 11 protection on
July 9, 2004 (Bankr. D. Conn. Case No. 04-50845).  Douglas S.
Skalka, Esq., at Neubert Pepe and Monteith, represents the Debtors
in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $10,915,723 in total
assets and $14,743,552 in total debts.


MERIDIAN AUTOMOTIVE: $6.7 Mil. Key Employee Severance Plan Okayed
-----------------------------------------------------------------
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).


MIRANT: Securities Action Plaintiffs Insist on Troutman Subpoena
----------------------------------------------------------------
The plaintiffs in the case styled "In re Mirant Corporation
Securities Litigation" ask the U.S. Bankruptcy Court for the
Southern District of New York to deny Mirant Corporation and its
debtor-affiliates' request to enforce the stay on the proceedings.

As reported in the Troubled Company Reporter on Aug. 17, 2005, the
Debtors invoked the stay after the plaintiffs served a subpoena on
Troutman Sanders LLP, the Debtors' former attorneys.  The United
States District Court for the Northern District of Georgia issued
the subpoena to compel the firm to produce a copy of all documents
it produces to the Debtors.

John Y. Bonds, III, Esq., at Shannon, Gracey, Ratliff & Miller,
L.L.P., in Fort Worth, Texas, represents the plaintiffs in the
consolidated securities class action.

Mr. Bonds relates that the Debtors and the Consolidated
Plaintiffs entered into a letter agreement modifying the
provisions of the Stay Order with respect to document-related
discovery.  The Letter Agreement provides that:

    -- The Consolidated Plaintiffs are permitted to respond and
       produce documents pursuant to document discovery requests
       served on them by any party in the Consolidated Action;

    -- The Consolidated Plaintiffs will serve Mirant Corporation
       with a subpoena, issued by the Bankruptcy Court, requesting
       production of the documents previously identified in
       the Consolidated Plaintiffs' document requests served on
       Mirant's officers and directors; and

    -- All other discovery disputes will be determined by the
       United States District Court in the Consolidated Action
       pending in the Northern District of Georgia.

Troutman Sanders LLP is a third party and clearly not Mirant
Corporation, Mr. Bonds asserts.  "The Letter Agreement
specifically permitted the Consolidated Plaintiffs to serve
Troutman, like any other third party, with a subpoena.  If
Debtors chose to intervene to quash the subpoena, [they] should
have brought a motion before the United States District Court for
the Northern District of Georgia, not the [Bankruptcy Court]."

The Consolidated Plaintiffs did not violate the automatic stay,
Mr. Bonds further asserts.  "[N]either the Letter Agreement nor
Rule 45 of the Federal Rules of Civil Procedure makes any
distinctions or exceptions in serving subpoenas on law firms."

Additionally, the photocopies to be produced are more
appropriately described as property of The Southern Company,
Troutman or Mirant, Mr. Bonds notes.  But many of the documents
to be produced may belong solely to Southern Company or Troutman,
Mr. Bonds says.  "However, even assuming that the subpoenaed
documents are property of the Debtors' estates, demanding that
Troutman provide a photocopy of those documents in no way
constitutes an "act to obtain possession of property of the
estate or of property from the estate or to exercise control over
property of the estate."

The subpoena is not overly broad or unduly burdensome, Mr. Bonds
argues.  "T]he subpoena merely requests a single duplicate copy
set of documents that this Court already ordered Troutman to
produce to Debtors."  To the extent any of those documents are
privileged, Troutman can produce an appropriate privilege log,
Mr. Bonds suggests.

Mr. Bonds notes that the Debtors' attempt to deter the
Consolidated Plaintiffs from obtaining Troutman's documents seems
highly unusual given that the Consolidated Plaintiffs have
withdrawn their proof of claim against the Debtors and have sued
most of the same parties, the Debtors now allege, were wrongdoers
causing their bankruptcy.

Mr. Bonds asserts that the Debtors violated the terms of the
Letter Agreement by failing to file it under seal in connection
with their Motion to Enforce.  "Consequently, the contents of
that Letter Agreement, including the provisions cited, are now
part of the public record and any confidentiality has been
waived."

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


MIRANT CORP: Disclosure Statement Hearing Rescheduled to Sept. 28
-----------------------------------------------------------------
The hearing to consider the approval of Mirant Corporation and its
debtor-affiliates' Amended Disclosure Statement is rescheduled to
Wednesday, September 28, 2005, at 9:00 a.m.

Ian T. Peck, Esq., at Haynes and Boone, LLP, in Dallas, Texas,
informs all parties who intend to participate in the Disclosure
Statement Hearing that the pre-hearing status conference set for
September 14, 2005, at 9:00 a.m., will proceed as scheduled.

As reported in the Troubled Company Reporter on Sept. 9, 2005, the
Debtors reached an agreement with a number of the key
constituencies in its Chapter 11 case regarding the terms upon
which it will emerge from bankruptcy protection.

The deal sets forth the modifications that Mirant will make to its  
currently pending Plan of Reorganization filed in March 2005, and  
the terms on which the constituencies will support and recommend  
the amended Plan's confirmation.

Parties to the accord include:

   -- the Debtors;
   -- Mirant Creditors' Committee;
   -- Mirant Americas Generation, LLC Creditors' Committee;  
   -- Mirant Equityholders' Committee; and  
   -- Phoenix Partners, acting as an ad hoc representative of the  
      holders of the Mirant Trust I subordinated trust preferred  
      securities.  

An ad hoc committee comprised of Mirant bondholders also announced  
their support for the arrangement.

Importantly, the Mirant Plan Term Sheet sets forth the financial  
terms on which the value of the Mirant enterprise will be shared  
among the company's stakeholders.  The Term Sheet affirms that all  
MAG debt obligations will be satisfied in full and that MAG's  
$1.7 billion of long-term debt will be reinstated.  The accord  
clarifies the company's current intention to satisfy MAG's  
approximately $1.5 billion of short-term debt and other  
obligations with common stock in the reorganized parent company  
for 10 percent of the amount owed with the balance to be paid in  
cash.  Although the company plans to raise the cash through a  
proposed $1.35 billion capital markets financing at its exit from  
Chapter 11, it still reserves the right to issue new notes  
directly to the creditors for this portion of their claims.  The  
Term Sheet also specifies the methodology for calculating the  
amount of interest that accrued on all MAG debt during the  
pendency of the Chapter 11 case and provides details regarding  
various credit support mechanisms to be provided under the POR by  
the reorganized parent company for the benefit of MAG.

Under the Plan, as it is to be amended, approximately $6.5 billion  
of unsecured debt and obligations at the parent level will be  
exchanged for 96.25 percent of the remaining common stock  
(exclusive of the above-noted MAG shares and shares reserved for  
employee programs under the Plan).  This includes an agreed-upon  
participation by Mirant's subordinated trust preferred securities,  
which will receive 3.5 percent of the common stock (excluding the  
MAG and employee shares) and warrants entitling the holders to  
purchase 5 percent of the new common stock issued under the POR,  
exclusive of employee shares.  The remaining common stock (3.75  
percent excluding the MAG and employee shares) will go to the  
company's current shareholders.  The shareholders will also  
receive warrants to purchase an additional 10 percent of the  
common stock of the company.

The Term Sheet also specifies that recoveries on the company's  
avoidance actions (including the action against Mirant's former  
parent, Southern Company) will trigger payments to be shared by  
Mirant's former creditors and shareholders on a 50/50 basis.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that    
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 76; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MOOG INC: Prices $50 Million Add-On Senior Sub Debt Offering
------------------------------------------------------------
Moog Inc. (NYSE: MOG.A and MOG.B) priced its add-on offering of
$50 million senior subordinated notes due 2015.  The notes will be
issued at a price of $100.25% of par and will mature on January
15, 2015.  Interest on the notes will be payable semi-annually on
January 15 and July 15 of each year, with interest to be paid
beginning January 2006.  The notes are unsecured senior
subordinated obligations of Moog.  The net proceeds to Moog from
the offering are expected to be $49.4 million and will be used to
repay indebtedness under its bank credit facility.  Moog expects
that the notes will be issued on September 12, 2005, subject to
customary closing conditions.

These additional notes have not been, and will not be, registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act of 1933.

                6-1/4% Senior Subordinated Notes

On Sept. 7, the Company offered $50 million in aggregate principal
amount of 6-1/4% senior subordinated notes due 2015 to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933.  These notes are additional notes under the indenture
dated January 10, 2005, to be supplemented, governing the
company's existing $150 million 6-1/4% senior subordinated notes
due 2015.  Offers to initial purchasers outside the United States
will be made pursuant to Regulation S under the Securities Act of
1933.  Moog intends to use the net proceeds of the offering to
repay indebtedness under its bank credit facility.

Moog is a worldwide designer, manufacturer, and integrator of
precision control components and systems.  Moog's high-performance
systems control military and commercial aircraft, satellites and
space vehicles, launch vehicles, missiles, automated industrial
machinery, and medical equipment.

                        *     *     *

As reported in the Troubled Company Reporter on June 27, 2005,
Moody's Investors Service affirmed the Ba3 Corporate Family
(previously called the Sr. Implied), SGL-2 and other ratings of
The Cooper Companies, Inc., but changed the rating outlook to
negative from stable.  The outlook change is based on the fact
that Cooper's financial performance is below the expectations set
by Moody's in October 2004 when the rating agency evaluated the
forecast for the proposed combination of Ocular Science and
Cooper.

Ratings affirmed:

   * Corporate Family Rating -- Ba3

   * $275 Million 5 Year Senior Secured Revolving Credit
     Facility -- Ba3

   * $225 Million 5 Year Senior Secured Term Loan A -- Ba3

   * $250 Million 7 Year Senior Secured Term Loan B -- Ba3

   * Senior Unsecured Issuer Rating -- B1

   * Speculative Grade Liquidity Rating -- SGL-2


MUELLER GROUP: Moody's Rates New $1.05 Billion Facilities at B2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Walter
Industries, Inc.'s proposed $625 million senior secured credit
facilities and a B2 rating to Mueller Group, Inc.'s proposed
$1.050 billion senior secured credit facilities.  Moody's has also
downgraded Walter's corporate family rating to Ba3 from Ba2 and
its $175 million in senior subordinate notes to B2 from B1.

In addition, Moody's has confirmed Mueller's B2 corporate family
and Caa1 senior subordinated ratings.  All of the ratings outlooks
are stable.  This concludes the review initiated on both Walter
and Mueller on June 20, 2005, following Walter's announcement of
its intent to acquire Mueller for an aggregate value of
approximately $1.9 billion.

The ratings are contingent upon Moody's review of final
documentation and the successful repayment of the current senior
secured credit facilities at both Walter and Mueller and the
second lien senior secured notes at Mueller.  Upon successful
completion of this repayment, Moody's will withdraw the ratings on
those facilities and notes, which until then will retain ratings
that are consistent with this rating action.  Moody's believes it
is unlikely that Mueller's $315 million in senior subordinated
notes and Mueller Water Product's $116 million in senior discount
notes will be put back to the company.  However, should they be
put back, the company has sufficient backstop liquidity, in the
form of underwritten bridge credit facilities, to refinance them
as well.

Although Mueller, which will consist of both Mueller and Walter's
U.S. Pipe business following the closing of the transaction, will
be a wholly-owned subsidiary of Walter, Moody's has rated both
companies on a stand-alone basis with separate corporate family
ratings given separate credit agreements with guarantees and
security interests in distinct operating assets and protective
financial covenants and separate SEC and creditor reporting
requirements.  In addition, given the amount of financial leverage
at both companies and capital spending requirements for a mine
expansion at Walter, Moody's believes it is unlikely either
company will have the financial flexibility to meaningfully
support the other entity if it were to experience financial
distress.

The downgrade of Walter's ratings reflects:

   * the company's higher financial leverage and reduced financial
     flexibility associated with the loss of business diversity
     from the contribution of its U.S. Pipe business to Mueller;

   * the cyclicality of its remaining business segments, coal
     mining, homebuilding and mortgage financing; and

   * high capital spending requirements associated with its mine
     expansion.

The ratings are supported by Moody's expectation that financial
leverage will decrease given the considerable cash flow benefits
from high metallurgical coal prices, which Moody's anticipates
will remain relatively high in the near term.  In addition,
despite Moody's expectation for continued softness in its own
homebuilding business due to:

   * weak demand for build-on-your-lot homes;

   * labor scheduling problems;

   * outdated models;

   * poor weather; and

   * a low interest rate environment that has enabled potential
     customers to afford housing beyond the $50,000 to $150,000
     price range of Jim Walter Homes

the company should continue to benefit from a robust mortgage
finance market.  

Moody's expects that higher interest rates could adversely impact
the homebuilding and mortgage finance businesses given the company
has had to substitute the recent increase in mortgage origination
from third party homebuilders and mortgage companies due to
weakness in its homebuilding business.  In addition, should the
third party source of mortgage origination diminish in a rising
interest rate environment, Moody's believes it is unlikely that
operating improvement in homebuilding and the corresponding
mortgages it would originate, given many prospective homeowners
would no longer be able to afford more expensive homes, would be
significant enough to make up for any potential revenue shortfall.

Moody's believes Walter's stable ratings outlook relies heavily on
its coal operations and its improved cash flow, which is an
important potential risk due to the possibility of future met coal
price declines, normal reserve depletion, ongoing cost pressures,
and the company's $135 million investment to expand met coal
production at its Mine No. 7.  Given these considerations and the
cyclicality of Walter's businesses, the stable outlook reflects
Moody's expectation that, by the end of 2006, management will
decrease financial leverage by reducing debt-to-EBITDA below 3.0x
and improving retained cash flow-to-debt and free cash flow-to-
debt (excluding the cost of its mine expansion) above 20% and 10%,
respectively.  In addition, the stable outlook presumes EBIT
interest coverage will above 4.0x.

Conversely, Walter's ratings and/or outlook may be pressured if it
becomes clear to Moody's that the company will fall short of
achieving the ratios listed above before the end of 2006 due to:

   * a precipitous decline in coal prices;

   * investments to increase production at Mine No. 7 are greater
     than anticipated;

   * the homebuilding segment does not improve; or

   * the company's mortgage operation experiences a material
     increase in its loss ratios.

Although the company's ratings are currently considered weakly
positioned for the rating category, they may improve if the
company is able to build a business model that leads Moody's to
anticipate lower business risk and higher stability in its cash
flow generation.

Despite an increase in Mueller's financial leverage, with an
additional $500 million in debt and approximately $50 million in
EBITDA from the contributed U.S. Pipe business, Moody's has
confirmed the current ratings due to improved operating
performance reflecting continued strength in residential
construction and increased spending from municipalities and non-
residential construction markets.  In addition, the companies have
been successful at implementing additional operating efficiencies
and cost rationalization resulting in improving operating margins.

Mueller's ratings are supported by the company's leading market
positions with significant barriers to entry, an extensive
distribution network and limited competition, particularly within
water infrastructure products.  Mueller and U.S. Pipe's businesses
are complementary with little overlap in the manufacturing and
distribution of flow control products for water and gas
distribution and piping system products.  

Moody's notes that both Mueller and U.S. Pipe have been successful
in improving operating results by lowering their cost structures
through innovative manufacturing techniques and facility
consolidation.  Mueller's ratings also incorporate:

   * the business risks associated with higher input costs;

   * increasing import competition, particularly for non-
     specifiable piping products; and

   * any potential decrease in construction market growth.

Mueller's stable outlook reflects Moody's expectation that the
company will generate at least $300 million in EBITDA and $100
million of free cash flow in 2006, implying debt-to-EBITDA above
5.0x and free cash flow-to-debt of about 6%.  Should debt-to-
EBITDA increase above 6.0x and/or free cash flow deteriorate to
breakeven levels, or should Mueller be tapped for additional cash
distributions or undertake meaningful debt financed acquisition
activity, a ratings downgrade would be likely.  

Conversely, if the company reduces consolidated leverage to less
than 5.0x on a sustainable basis while consistently generating a
free cash flow-to-debt above 5%, Moody's may consider raising the
outlook or ratings.

Moody's believes both companies will have adequate liquidity with
Walter maintaining a $200 million 5-year revolver and Mueller
maintaining a $125 million 5-year revolver.

Walter Industries, Inc., based in Tampa, Florida, is a diversified
company with revenues of $1.5 billion, excluding Mueller.  The
Company is:

   * a leader in affordable homebuilding, related financing, and
     water transmission products; and

   * a significant producer of high-quality metallurgical coal
     for worldwide markets.

Based in Decatur, Illinois, Mueller is a leading North American
full line supplier of water infrastructure and flow control
products for use in:

   * water distribution networks,
   * water and wastewater treatment facilities,
   * gas distribution systems, and
   * piping systems.

Its principal products are:

   * fire hydrants,

   * water and gas valves,

   * and a complete range of pipe fittings, coupling hangers and
     related products.

For the twelve-month period ending April 2, 2005, Mueller reported
annual sales, operating income, and net income of $1.1 billion,
$138 million, and $33.8 million, respectively.


NBTY INC: Offering $150 Million of Senior Subordinated Notes
------------------------------------------------------------
NBTY, Inc. (NYSE: NTY) intends, subject to market and other
conditions, to offer $150 million in aggregate principal amount of
Senior Subordinated Notes due 2015.  

NBTY anticipates that the Notes will be unsecured senior
subordinated obligations and will be guaranteed on an unsecured
senior subordinated basis by certain of its domestic subsidiaries.  
NBTY anticipates using the proceeds of the Notes plus cash on hand
to repurchase all of its issued and outstanding 8-5/8% senior
subordinated notes due 2007 pursuant to its previously announced
pending tender offer or, to the extent not tendered, pursuant to
the optional redemption provisions applicable to such notes.  

The Notes will be sold to qualified institutional buyers under
Rule 144A and outside the United States in compliance with
Regulation S under the Securities Act of 1933, as amended.  
The Notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

NBTY, Inc. -- http://www.NBTY.com/-- is a leading vertically      
integrated manufacturer and distributor of a broad line of high-  
quality, value-priced nutritional supplements in the United States   
and throughout the world.  The Company markets approximately 2,000   
products under several brands, including Nature's Bounty(R),   
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),   
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),   
American Health(R), GNC (UK)(R), DeTuinen(R), LeNaturiste(TM) and   
SISU(R).  

                         *     *     *  

As reported in the Troubled Company Reporter on July 20, 2005,  
Standard & Poor's Ratings Services affirmed its ratings on vitamin  
manufacturer NBTY Inc., including its 'BB' corporate credit  
rating.  

Standard & Poor's removed the ratings from CreditWatch, where they   
were placed on June 7, 2005, with negative implications, following   
NBTY's announcement of its plans to acquire nutritional supplement   
manufacturer Solgar Vitamin and Herb, an operating unit of Wyeth   
Consumer Healthcare, a division of Wyeth (A/Negative/A-1) for $115   
million.  

At the same time, Standard & Poor's assigned its 'BB' bank loan   
rating and a recovery rating of '2' to NBTY's proposed $120   
million senior secured term loan A, indicating the expectation of   
substantial (80%-100%) recovery of principal in the event of a   
payment default.  The outlook on the Bohemia, New York-based   
company is negative.  Pro forma total debt outstanding at March   
31, 2005, was about $412 million.  

The proposed $120 million, five-year senior secured term loan A is   
due 2010, or March 15, 2007, if the 8.625% senior subordinated   
notes due Sept. 15, 2007, are still outstanding.  Proceeds of the   
new term loan A will finance NBTY's pending acquisition of Solgar,   
as part of a proposed credit facility amendment that will permit   
the acquisition, as well as other modifications to the company's   
existing credit facility.  The ratings are based on preliminary   
terms and are subject to review upon final documentation.  

Also, Moody's Investors Service rated NBTY Inc.'s new $120 million   
senior secured term loan A at Ba2.  In addition, Moody's affirmed   
NBTY's existing ratings, including its corporate family rating   
(formerly, "senior implied rating") of Ba2.  Proceeds from the   
term loan (net $115 million) will fund NBTY's pending acquisition   
of Solgar from Wyeth.  Notwithstanding the risks associated with a   
high-priced, debt-financed acquisition, the ratings affirmation   
reflects the strong alignment of Solgar with NBTY's products,   
integration capabilities, and long-term growth strategies, as well   
as the ongoing solid financial profile and market position of NBTY   
in the nutritional supplements industry.  Moody's says the outlook   
remains stable.


NORTHWEST AIRLINES: AMFA Talks Break Down Over Severance Pay
------------------------------------------------------------
Northwest Airlines Corp.'s latest round of negotiations with
officers of Aircraft Mechanics Fraternal Association ended with no
agreement inked between the parties.  The talks started Thursday
last week, with the Company calling for a reduction of more than
3,000 jobs and annual savings of $203 million.

The Company previously asked AMFA for a $176 million cut from its
annual wage and other savings.  The proposed lay-off will remove
75% of the union's members from the payroll.  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.

Jeff Mathews, a spokesman for the AMFA bargaining committee, said
that talks failed due to a disagreement over severance pay for the
workers who would be laid off.   The company's proposal included
severance that was equal to the maximum amount available to any
Northwest contract employee.  The company said the severance
proposal would have allowed their AMFA-represented employees to be
furloughed to continue to receive a paycheck through the end of
the year.

As reported in the Troubled Company Reporter yesterday, the
Company threatened to permanently replace all striking AMFA
members if an agreement is not reached today.  The company is
confident it can maintain smooth aircraft maintenance and flight
operations despite using temporary labor.

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: Freezes Benefit Accruals Under Pension Plan
---------------------------------------------------------------
Northwest Airlines, Inc., the principal operating subsidiary of
Northwest Airlines Corporation, amended the Northwest Airlines,
Inc. Pension Plan for Salaried Employees and the Northwest
Airlines, Inc. Excess Pension Plan for Salaried Employees in order
to freeze existing benefit accruals under both the final average
earnings formula and the cash balance formula, which determine
participants' pension benefits under each plan.  

As a result of the amendments to the Salaried Pension Plan and the
Excess Pension Plan, participants will not accrue any additional
pension benefits under either plan based on future service or
compensation received after August 31, 2005, nor will any
participant who becomes disabled after August 31, 2005, be
entitled to retire under the disability retirement provisions of
either plan.  However, participants will continue to be entitled
to receive their vested benefits under each plan in accordance
with the provisions of the respective plan.  

In addition, Northwest also has amended the Northwest Airlines,
Inc. Retirement Savings Plan for Salaried Employees, effective
September 1, 2005, to provide for an employer cash contribution to
be made to each participant's Savings Plan account, the amount of
which will be determined under the same formula as was used
previously to determine the amount of pay credits for participants
in the Salaried Pension Plan under the cash balance formula.  This
formula is based on the participant's age, years of service and
qualified compensation for each pay period.  The amount of the
employer contributions to each participant's Savings Plan account
that is in excess of the applicable limitations under the Internal
Revenue Code of 1986, as amended, for each calendar year, if any,
will be paid to the participant in cash as taxable wages.

As reported in the Troubled Company Reporter on Sept 7, 2005, the
Company reiterated in a regulatory filing delivered to the
Securities and Exchange Commission last week that legislative
reform is necessary to reduce existing pension funding
requirements.

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

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

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: Names David Davis SVP-Finance & Controller
--------------------------------------------------------------
Northwest Airlines named David M. Davis as its new senior vice
president -- finance and controller.  Mr. Davis will be
responsible for the airline's accounting, financial planning,
analysis and fleet planning functions.

"Dave is a seasoned finance executive.  His knowledge of the
airline industry and previous experience with Northwest will be a
valuable asset as we address the key issues facing Northwest and
the industry today," said Neal Cohen, executive vice president and
chief financial officer.

Mr. Davis replaces Jeff Putnam who has resigned from the company.

Mr. Davis rejoins Northwest after serving most recently as the
chief financial officer of Houston-based KRATON Polymers, LLC.

Prior to his position at KRATON, Mr. Davis was the executive vice
president - finance and chief financial officer of US Airways
where he led the company's finance functions, fleet planning,
purchasing, information technology, corporate real estate,
investor relations and internal auditing.

In addition to his positions at KRATON and US Airways, Davis
served as vice president - financial planning and analysis for
Budget Group, Inc., as well as held key finance positions at both
Delta Air Lines and Northwest Airlines.

Northwest has also named Dan McDonald as vice president - finance
and fleet planning, and Barry Hofer as vice president - financial
planning and analysis.  Both Messrs. McDonald and Hofer will
report to Mt. Davis.

Mr. McDonald, who has more than 13 years of experience in airline
planning, rejoins Northwest from DHL where he served as the senior
vice president, network planning - the Americas.  Prior to his
tenure at DHL, Mr. McDonald was vice president - planning and
scheduling at US Airways.  Before that, he served as director of
fleet planning at Delta Air Lines.  He also held key management
positions in finance at Northwest.

Mr. Hofer has worked in market planning and financial planning and
analysis at Northwest since 1994, serving most recently as
managing director - financial planning and analysis.  Prior to
joining the company, Hofer held various positions at KPMG Peat
Marwick.

Mr. Davis holds a master's of business administration in finance
and a bachelor's of science degree in aerospace engineering from
the University of Minnesota.

Mr. McDonald holds a master's of business administration from the
University of Minnesota and a bachelor's degree from the
University of North Dakota.

Mr. Hofer graduated with a master's of business administration
from the University of Michigan and a bachelor's of science degree
in accounting from Kansas State University.

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.


NVF COMPANY: Taps Forshee & Boardroom as Accounting Consultants
---------------------------------------------------------------
NVF Company and its debtor-affiliate ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Forshee &
Lockwood, P.A., and its affiliate, Boardroom Accounting &
Consulting Services, LLC, as their accounting consultants,
auditors and tax service providers, nunc pro tunc to August 3,
2005.

The Debtors believe that Forshee & Lockwood's services is
necessary to enable them to maximize the value of their estates
and allow them to reorganize successfully.

Forshee & Lockwood and Boardroom Accounting will:

   1) finalize a compilation of the Debtors' 2003 year-end balance
      sheet, statement of operations, retained earnings and cash
      flows on an unaudited basis;

   2) compile the Debtors' 2004 year-end balance sheet, statement
      of operations, retained earnings and cash flows on an
      unaudited basis;

   3) audit the Debtors' 401(k) plans;

   4) prepare federal and state tax returns and related schedules
      as agreed upon by the Debtors and the firm; and

   5) provide other services as may be requested by the Debtors.

Kevin J. Lockwood, a Forshee & Lockwood partner, reports the
Firm's professionals bill:

    Professional           Designation        Hourly Rate
    ------------           -----------        -----------
    Kevin J. Lockwood      Partner               $300
    Gerald Bowers          Senior Manager        $275
    Evelyn Perez           Senior                $200
    Jackie McLean          Paraprofessional      $100

Mr. Lockwood assures the Court that the Firm doesn't represent any
interest adverse to the Debtor or its estate.

Headquartered in Yorklyn, Del., NVF Company -- http://www.nvf.com/  
-- manufactures thermoset composites (glass, Kevlar), vulcanized
fiber, custom containers, circuitry materials, custom fabrication,
and welding products.  The Company along with its wholly owned
subsidiary, Parsons Paper Company, Inc., filed for chapter 11
protection on June 20, 2005 (Bankr. D. Del. Case Nos. 05-11727 and
05-11728).  Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets between $10 million to $50 million and estimated
debts of more than $100 million.


OMNI CAPITAL: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Omni Capital Limited Partnership
        9721 Ormsby Station Road, Suite 200
        Louisville, Kentucky 40223

Bankruptcy Case No.: 05-36490

Chapter 11 Petition Date: September 9, 2005

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: William Stephen Reisz, Esq.
                  Suite 2450, 500 West Jefferson Street
                  Louisville, Kentucky 40202
                  Tel: (502) 569-7550
                  Fax: (502) 561-0025

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Saltzman Hamma                                   $27,232
   1660 Lincoln Street, Suite 2000
   Denver, CO80264

   Louisville Gas & Electric                         $6,930
   550 South Third Street
   P.O. Box 32460
   Louisville, KY 40323

   Larry's Heating & AC Service, Inc.                $5,777
   1351 South Preston Street
   KY 40408

   Ryan Consulting and Tax Service                   $3,000

   SJS Commercial Cleaning Services                  $2,294

   Louisville Water Co.                              $2,178

   Motorist Mutual Insurance Co.                       $958

   Bayus Evola Architects                              $943

   Home Depot                                          $802

   Industrial Disposal                                 $623

   Bell South                                          $449

   Eagle Paper, Inc.                                   $209


ONEIDA LTD: July 31 Balance Sheet Upside-Down by $14.6 Million
--------------------------------------------------------------
Oneida Ltd. (OTCBB:ONEI) reported operating and financial results
for the second quarter and six-month period ended July 30, 2005.

Operating income for the second quarter was $1.2 million, compared
to an operating loss of $44.2 million during the corresponding
period last year.  The prior year's operating loss included
impairment losses on depreciable and other assets of $36.7
million, and a $4.8 million gain on the sale of fixed assets.  The
operating income improvement also reflects the favorable impact of
the Company's comprehensive restructuring program.  Oneida's
restructuring efforts are focused on returning to profitability by
reducing the Company's cost structure and transitioning from
fixed-cost manufacturing to variable-cost sourcing throughout its
product line portfolio, thereby maximizing the Company's
competitiveness in today's global marketplace.

Revenues for the second quarter were $79.3 million, compared to
$101.3 million in the second quarter of the previous fiscal year.
The decline in revenues is partially attributed to:

    * the August 2004 sale of Encore Promotions, Inc.;

    * the closure of 22 unprofitable Oneida Home Stores during the
      previous twelve months;

    * the Company's decision to discontinue certain marginally
      profitable product lines, including the distribution of
      common glassware products; and

    * the impact of several large customers opting to dual source
      a portion of their tabletop product requirements.

Gross margins improved from $21.1 million (20.8% of revenues)
during the three month period ended July 31, 2004, to $27.9
million (35.2% of revenues) during the quarter ended July 30,
2005.

The improvement was achieved as a result of:

    * the March 22, 2005 sale of the Sherrill, New York
      manufacturing facility;

    * complete outsourcing of the Company's manufacturing
      operations;

    * product line rationalization;

    * reduction of LIFO valued inventory levels; and

    * a reduction of excess and obsolete inventory write-downs.

Operating income was also favorably impacted by the closure of
unprofitable Oneida Home Stores; reductions in personnel, employee
benefits, general & administrative expenses, and logistics costs.

Net loss for the second quarter ended July 30, 2005 was $6.8
million compared to year-ago net loss of $48.3 million.

For the first six months of the fiscal year ending January 2006,
Oneida's operating income was $6.7 million, on revenues of $169.5
million, compared to an operating loss of $46.1 million on
revenues of $212.6 million during the first half of the prior
fiscal year.  Net loss was $10.1 million for the six month period
ended July 30, 2005, versus net income of $6.1 million during the
corresponding period last year.  The prior year's net income
included non-recurring income items, totaling $60.7 million,
attributed to the net effect of eliminating the Company's post-
retirement medical liabilities, termination of the Company's long-
term disability plan and freezing the Company's defined benefit
pension plans.

Net cash flow provided by operating activities was $4.2 million
during the six-month period ended July 30, 2005, versus net cash
used by operating activities of $28.7 million during the
corresponding period last year.  Liquidity under the Company's
U.S. revolving credit agreement and available cash balances was
$24.0 million at July 30, 2005, increased from $22.2 million and
$12.2 million at January 29, 2005 and October 30, 2004,
respectively.

                   Executive Appointments

Since the first quarter ended Apr. 30, 2005, the Company had two
appointments:

    (1) Foster Sullivan as Senior Vice President and General
        Manager of Oneida's Foodservice division.  Mr. Sullivan
        was most recently Senior Vice President of Oneida's Hotel
        & Gaming sales group.  Prior to joining Oneida in 1996,
        Sullivan was with THC Systems (acquired by Oneida) and the
        Edward Don Company, a leading equipment and supply
        distributor to the foodservice industry; and

    (2) David Sank as Senior Vice President of Marketing,
        responsible for establishing Oneida's global marketing
        vision, and developing strategic marketing plans for the
        Company's Foodservice, Consumer and International
        divisions.  Mr. Sank has held senior marketing and brand
        management positions in the consumer and foodservice
        industries, including Cecilware, Kraft Foods, Campbell
        Soup and General Mills.

                   Restructuring Initiative

Since the first quarter ended Apr. 30, 2005, the Company
substantially completed:

    * the closure of Oneida's foodservice distribution facility
      located in Buffalo, New York; and

    * the consolidation of the Company's east coast distribution
      operations into Oneida, New York, which is expected to
      generate additional supply chain savings and service level
      improvements.

"Oneida has successfully established an international network of
world-class suppliers and a streamlined distribution system for
bringing our products to market," said Terry Westbrook, President
and Chief Executive Officer.  "With these important milestones
behind us, we are focused on delivering innovative new products
and packaging concepts to the marketplace to drive growth in the
Company's consumer and food service franchises," said Westbrook.
Oneida is a leading source of flatware, dinnerware, crystal and
metal serveware for both the consumer and food service industries
worldwide.

Oneida Ltd. -- http://www.oneida.com/-- is the world's largest  
manufacturer of stainless steel and silverplated flatware for both
the Consumer and Foodservice industries, and the largest supplier
of dinnerware to the foodservice industry.  Oneida is also a
leading supplier of a variety of crystal, glassware and metal
serveware for the tabletop industries.  Oneida manufacturing
facilities, foodservice and retail products are present throughout
the world including the United States, Canada, Mexico, the United
Kingdom, Italy and Australia. Our company originated in a mid-
nineteenth century utopian community based on a work ethic of
quality craftsmanship.

At July 31, 2005, Oneida Ltd.'s balance sheet showed a $14,596,000
stockholders' deficit, compared to a $3,619,000 deficit at Jan.
29, 2005.


OWENS CORNING: Exterior Unit Wants to Buy Assets for $14.855-Mil
----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve an Asset Purchase
Agreement and certain related agreements and transactions entered
into by Debtor Exterior Systems, Inc., as buyer, on August 17,
2005.

According to Norman L. Pernick, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, Exterior Systems is seeking strategic
opportunities to expand the geographic reach of its business.

Due to the potential adverse impact of certain information
contained in the Motion on the value of the Assets, Exterior
seeks the Court's permission to file the unredacted version of
the Motion under seal.

A full-text copy of the redacted Asset Purchase Agreement and
related Agreements and Transactions are available at no cost at:

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

The Debtors want to keep the Seller's identity a secret as of
this time because it might cause significant unrest among the
Seller's workforce, with potential loss of key personnel and
other disruption to the Seller's business operations.  "The
Seller's 50 employees (other than the Shareholders) are not aware
either that the Assets may be sold or that the proposed purchaser
is a debtor-in-possession."

The Seller conducts its Business at its 114,000 square-foot
leased facility.

Mr. Pernick tells the Court that the Debtors will file the
unredacted Motion with the Court under seal and serve a copy to:

    a. the Office of the United States Trustee;

    b. counsel for the Creditors' Committee;

    c. counsel for the Asbestos Committees;

    d. counsel for the Bank of America, N.A., as the Debtors'
       Postpetition Lender;

    e. counsel for Credit Suisse First Boston, as agent to the
       $2.0 billion Credit Agreement dated June 26, 1997;

    f. special counsel to the Creditors' Committee;

    g. the Legal Representative of Future Claimants; and

    h. counsel for the Seller.

The Debtors may, in their sole discretion, provide a copy of the
unredacted version of the Motion to any party who requests for a
copy, who is not a competitor of the Debtors or the Seller, and
who executes a confidentiality agreement acceptable to the
Debtors.

Objections must be filed under seal and served on the Debtors'
counsel.

                      Asset Purchase Agreement

The Purchase Price is $14,855,000, subject to certain
adjustments.  Exterior will assume certain trade accounts
payable, contractual liabilities, and liabilities under any
permits or licenses assigned to it.  Exterior is required to pay
a $50,000 deposit.

The Assets include:

    (a) machinery, equipment, vehicles, tools, supplies, spare
        parts, furniture, fixtures and other personal property;

    (b) inventories of raw material, work-in-process and finished
        goods;

    (c) personal property leases;

    (d) trade rights, inventions, know-how, trade secrets and
        royalty rights;

    (e) contracts, purchase orders and sales order;

    (f) computer programs and software;

    (g) sales literature, catalogs and similar materials;

    (h) records and files;

    (i) notes, drafts and accounts receivable;

    (j) licenses, permits and approvals;

    (k) to the extent assignable, rights to workers' compensation
        policies;

    (l) the Seller's corporate name;

    (m) general intangibles; and

    (n) goodwill of the Seller.

Exterior is further required to pay:

    -- to the Seller a royalty of 2% of all net sales of new
       products for a five-year period from the Closing Date; and

    -- up to $30,000 in consulting fees and costs necessary to
       bring the Seller into compliance with applicable
       environmental reporting and record keeping requirements.

                Related Agreements and Transactions

A. Consulting Agreement

    Exterior will engage one of the Seller's Shareholders, as an
    independent contractor for a period of three years to render
    consulting services to Exterior in connection with its
    operation of the Business.

    The Consultant will be paid $45,000 per year and certain other
    expenses.

    Exterior will be the sole and exclusive owner of all patent,
    copyright, trademark, trade secret and other intellectual
    property rights in all inventions that the Consultant develops
    or assists in developing through the use of Exterior's
    confidential information or in the course of rendering
    consulting services to Exterior.

B. Transition Services Agreement

    Exterior will engage one of the Shareholders, as an
    independent contractor for a period of one year to render
    transition services to Exterior as it, from time to time, may
    reasonably request in connection with Exterior's transition
    into its operation of the Business.

    Exterior will pay the Shareholder $10,000 as annual fee.

C. Lease Agreement

    The Seller will lease its Facility to Exterior for an initial
    term of three years.

    The annual rent during the initial term is $408,000, payable
    in monthly installments of $34,000, with the annual rent to be
    adjusted every year at the beginning of the second and third
    years based on a Consumer Price Index.

    The Lease Agreement also contains provisions relating to
    hazardous substances, remediation and indemnification for
    claims relating to hazardous substances.

D. Promissory Note

    Exterior will issue a Promissory Note, amounting to
    $2,505,000, not to be secured by any lien or collateral.  The
    principal amount together with interest at the rate of 5% per
    annum will be paid to the Seller in 18 months from the date of
    the Promissory Note.

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


PARMALAT GROUP: Preliminary Injunction Continued to November 16
---------------------------------------------------------------
Judge Drain of the U.S. Bankruptcy Court for the Southern District
of New York enjoins and restrains all persons subject to the
jurisdiction of the U.S. court from commencing or continuing any
action to collect a prepetition debt against Parmalat Finanziaria
S.p.A., and its affiliates and subsidiaries, on an interim basis,
without obtaining permission from the Bankruptcy Court.

Judge Drain will convene another hearing on November 16, 2005, at
10:00 a.m. to consider whether to continue the terms of the
Preliminary Injunction.

Any objection to the continuation of the Injunction must be filed
and served on the counsel for the Foreign Debtors by November 10,
2005, at 5:00 p.m.

Headquartered in Wallington, New Jersey, Parmalat USA
Corporation -- http://www.parmalatusa.com/-- generates more than
EUR7 billion in annual revenue.  The Parmalat Group's 40-some
brand product line includes milk, yogurt, cheese, butter, cakes
and cookies, breads, pizza, snack foods and vegetable sauces,
soups and juices and employs over 36,000 workers in 139 plants
located in 31 countries on six continents.  The Company filed for
chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case
No. 04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein,
Esq., at Weil Gotshal & Manges LLP, represent the Debtors.  When
the U.S. Debtors filed for bankruptcy protection, they reported
more than $200 million in assets and debt.  The U.S. Debtors
emerged from bankruptcy on April 13, 2005.  (Parmalat Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PBI MEDIA: Moody's Rates Proposed $78 Million Loan Facility at B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PBI Media,
Inc.'s proposed senior secured first lien credit facility.  The
rating actions are:

   * Proposed $60 million first lien revolving credit facility,
     due 2011 -- B2

   * Proposed $185 million first lien term loan facility,
     due 2012 -- B2

   * Proposed $78 million second lien term loan facility,
     due 2013 -- B3

   * Corporate Family Rating -- B2

The rating outlook is stable.

The ratings reflect:

   * PBI's high financial leverage;

   * the company's vulnerability to B2B print advertising
     spending; and

   * the high level of competition which virtually all of its
     titles and trade shows face from rival offerings.

In addition, the ratings acknowledge the challenges inherent in
operating the company as a standalone proposition from its former
parent, PRIMEDIA, Inc.  The ratings are supported by:

   * the diversification of PBI's product and customer base;

   * a recent improvement in the compny's operating performance;
     and

   * the depth of its management experience in the B2B sector.

The stable outlook reflects a general improvement in the B2B
publishing and events sectors and the diversification of PBI's
industry focused clusters.

Like all B2B operators, PBI suffered from the post 2001 industry-
wide slump in publishing and trade show related advertising
spending which led to 12 consecutive quarters of declining
results.  Since 2004, however, the company has benefited from an
overall improvement in the B2B operating environment.

Improving industry dynamics, renewed interest from financial
sponsors and receptiveness by the capital markets have all
contributed to a high level of acquisition activity and soaring
acquisition valuations ascribed to B2B operations.  Based upon the
acquisition valuation of 10 times EBITDA, Moody's considers that
senior secured debt holders will receive adequate asset protection
in a downside scenario.

In 2004, PBI recorded EBITDA of $37.9 million prior to the payment
of corporate management fees to PRIMEDIA which PBI will no longer
incur.  However, the company will need to cover additional net
recurring standalone costs to replicate services previously
performed by PRIMEDIA, as well as management fees to its new
owners.  Accordingly, the success of PBI's business plan is
dependent upon the elimination of a substantial level in net
management fees.  PBI's 2002-2004 results incorporate
approximately $7 million in barter related revenues, which
management represents to be EBITDA neutral.

Ratings could be downgraded if management is unable to fully
realize its operating plans, i.e. sustain their 2004 operating
margins exclusive of the fees previously paid to PRIMEDIA or if it
incurs additional unbudgeted costs as a standalone entity.  
Ratings could be upgraded if B2B advertising spending returns
closer to pre-recessionary levels or the company significantly
outperforms its expected operating budget.

The first lien senior secured credit facility is rated at parity
with the Corporate Family Rating, since first lien debt represents
the predominance of the company's capital structure.  First lien
lenders benefit from a first priority lien on the assets and
capital stock of the company and its operating subsidiaries.  The
second lien term loan is rated one notch lower than the corporate
family rating, reflecting its effective subordination behind $245
million in first lien debt securities.  Second lien lenders are
cushioned by approximately $132 million in cash common equity
provided by the new buyers.  Proceeds from the proposed debt will
be used to fund the purchase of the company from PRIMEDIA.  The
buyers, Wasserstein and Co. LP and certain investment partners
will contribute $132 million in aggregate cash common equity.

Headquartered in New York, New York, PBI Media, Inc. is a
business-to-business communications company.  It reported 2004
sales of $217 million.


PC LANDING: Scope of Pachulski Stang's Services Expanded
--------------------------------------------------------
As previously reported, PC Landing Corporation and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware for permission to expand the scope of Pachulski Stang
Ziehl Young Jones & Weintraub, P.C.'s services to enable them to
retain experts in connection with confirmation issues that may
arise in the chapter 11 cases.

The Honorable Peter J. Walsh approved the Debtors' request.

As previously reported, Judge Walsh approved in July the Debtors'
Disclosure Statement explaining their First Amended Joint
Plan of Reorganization.

Tyco Telecommunications (US) Inc. raised objections to the
Disclosure Statement that it ultimately agreed to continue to
confirmation.  The Debtors told the Court they anticipate that
other parties-in-interest may object to confirmation for various
reasons. Because of this, the Debtors may require the assistance
of experts to address the confirmation issues that may be raised
by an objecting party.

The Debtors explained that allowing the Firm to retain the experts
instead of them will preserve any work product created by experts
in the event that the Debtors determine not to use experts in any
contested confirmation proceeding.

The Debtors are also allowed to let Pachulski Stang include the
fees and expenses of any experts as expenses in the Firm's fee
applications and not to require them or the experts to produce any
time to detail in connection with the experts' services except to
the Court and the office of the U.S. Trustee to protect the
integrity of the Firm's work product.

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


PC LANDING: Court Approves Services Contract with Lucent Tech.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
PC Landing Corporation and its debtor-affiliates to enter into a
four-year Master Operational Services Agreement with Lucent
Technologies, Inc.

Under the agreement, Lucent Technologies will operate, maintain
and manage two landing stations, located in California and
Washington, for the Debtors' PC-1 fiber optic cable system.  PC-1,
the Debtors' main source of income, is one of three major trans-
pacific fiber optic cable systems with available capacity linking
Japan and the U.S.
  
The agreement will significantly reduce the Debtors' costs of
operating and maintaining PC-1.  The Debtors expect to realize
aggregate savings of $3.6 million over the term of the agreement.

Lucent Technologies will receive a fixed monthly fee for its
services.  In addition to the monthly fees, Lucent is also
entitled to a monthly variable fee.  The variable fee reimburses
Lucent Technologies for third party costs of operations.

Lucent Technologies has agreed to rear-end load the fixed monthly
fees to accommodate the Debtors' cash flow requirements.  As such,
the monthly fees will increase over the term of the agreement.   

The Debtors are also obliged to pay a Termination for Convenience
Fee, up to $500,000, if they decide to prematurely terminate the
agreement.  The termination fee will serve to recoup the monthly
fee discount Lucent Technologies allowed in the early years of the
agreement.

A redacted copy of the Master Operational Services Agreement is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=050804035448

Headquartered in Dallas, Texas, PC Landing Corporation and its
debtor-affiliates, own and operate one of only two major trans-
Pacific fiber optic cable systems with available capacity linking
Japan and the United States.  The Debtor filed for chapter 11
protection on July 19, 2002 (Bankr. Del. Case No. 02-12086).
Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, P.C., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets of over $10 million and estimated
debts of more than $100 million.


POINT TO POINT: ThyssenKrupp Wants Probe of $10 Mil. Missing Funds
------------------------------------------------------------------
ThyssenKrupp Budd Company, a creditor in Point to Point Business
Development, Inc.'s, chapter 11 case, asks the U.S Bankruptcy
Court for the Western District of Missouri in Kansas City to
appoint an examiner who will investigate:

    a) the Debtor's use of monies it collected as a procurer of
       inventories for third-party clients in the two year's prior
       to its bankruptcy filing;

    b) the Debtor's activities on the eve of its bankruptcy  
       filing; and  

    b) the avoidability of a security interest granted to Jack
       Weiss, an alleged secured creditor, pursuant to Chapter 5
       of the Bankruptcy Code.

                      Missing Funds

Prior to its bankruptcy filing, the Debtor procured goods from
vendors, billed its clients and then was supposed to use the money
paid by its clients to pay vendors.

ThyssenKrupp Budd's counsel, Mark A. Shaiken, Esq., at Stinson
Morrison Hecker LLP, tells the Bankruptcy Court that Jeffrey
Miller, the Debtor's former owner, may have misused approximately
$10 million of the funds set aside to repay vendors.

                       Stock Transfer
    
ThyssenKrupp Budd also wants an examiner to look into the sale of
Mr. Miller's interest in the Debtor to Scott Weaver two weeks
prior to the petition date.  ThyssenKrupp Budd alleges that Mr.
Miller conveyed his full ownership interest in the Debtor for a
nominal sum.

                      Stock Repurchase

When Mr. Miller terminated the employment of Jack Weiss, a former
shareholder, sometime in 2004, Mr. Weiss asserted the Debtor's
obligation to repurchase his stock pursuant to a shareholders'
agreement.  Under the agreement, the Debtor was required to
purchase shares as treasury stock when a shareholder ceases
employment.

Mr. Weis filed a suit to determine the appropriate value of his
stock and ultimately won a favorable judgment.  Mr. Weis was given
a security interest in the Debtor's accounts receivable to secure
payment for his stock.

ThyssenKrupp Budd claims that any payment to Mr. Weis is avoidable
pursuant to sections 544 through 553 of the Bankruptcy Code and
questions the validity of the share repurchase at a time when the
Debtor was insolvent.

ThyssenKrupp Budd wants an examiner to determine if:

      a) Mr. Weiss was an insider of the Debtor within the meaning
         section 101(31) of the Bankruptcy Code
  
      b) Mr. Weiss' security interest is avoidable, and

      c) Mr. Weiss should receive any payments pursuant to the
           cash collateral orders entered by this estate.

Objections to the proposed appointment of an examiner must be
submitted to the Bankruptcy Court on or before Sept. 20, 2005.

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower   
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C.,
represents Point to Point.  The Debtor estimated at the time of
the chapter 11 filing that it had less than $50,000 in assets and
more than $1 million of debt.


POINT TO POINT: Has Access to $3.75 Million Cash Collateral
-----------------------------------------------------------
The U.S Bankruptcy Court for the Western District Of Missouri in
Kansas City allowed Point to Point Business Development to use
cash collateral securing repayment of its debts to Jack Weiss and
Frank, Rosen, Snyder, Moss, LLP.

The Debtor tells the Bankruptcy Court that it needs access to the
cash collateral, generated by the collection of account sales and
the use of its operating accounts, to minimize disruption to and
avoid the termination of its business operations.

The total amount due to the secured creditors as of the petition
date is approximately $850,000 and the value of the collateral
securing their claims is approximately $3.75 million.

As adequate protection for the use of cash collateral, Mr. Weiss
and Frank Rosen are granted valid, binding and perfected
replacement liens and security interests in all of the Debtor's
prepetition and postpetition accounts receivable.

The secured creditors are also entitled to retain a payment to be
made by Kvaerner, Inc.  The Debtor agrees that it will not pursue
recovery of this payment as a preferential transfer, although the
agreement is not binding on the Official Committee of Unsecured
Creditors, or on a Chapter 11 or Chapter 7 Trustee.

In order to preserve Airgas and Accent Wire Products, Inc.'s
claimed interest in the cash collateral, the Debtor agrees to
segregate:

      a) approximately $793,634, as a separate fund, for   
         the benefits of Airgas; and   
         
      b) approximately $114,971, as a separate fund, for the
         benefit of Accent Wire.

The Debtor will hold the segregated funds until the Bankruptcy
Court resolves Airgas' and Accent Wire's claims.

The Debtor will use the cash collateral in accordance with a
consensual budget.  A free copy of that budget is available at:  

       http://bankrupt.com/misc/05-44642-Budget.pdf

Based in Liberty, Missouri, Point to Point Business Development,
Inc. -- http://www.P2PMRO.com/-- says it helps clients lower   
costs through its maintenance, repair and operating (MRO) Web
platform which enables manufacturers to streamline the process of
supply ordering, reduce excess in inventory management, and more
efficiently manage supply chains.  Point to Point filed for
chapter 11 protection (Bankr. W.D. Mo. Case No. 05-44642) on
July 7, 2005.  Cynthia F. Grimes, Esq., at Grimes & Rebein, L.C.,
represents Point to Point.  The Debtor estimated at the time of
the chapter 11 filing that it had less than $50,000 in assets and
more than $1 million of debt.


PRIME OUTLETS: Referee Ready to Auction Property on Sept. 14
------------------------------------------------------------
Carla C. Brown, the Referee in the case of Wells Fargo Bank, N.A.,
as Plaintiff, and Prime Outlets at Niagara Falls USA L.P., as a
defendant, will auction a parcel of land at 2:00 p.m. on Sept. 14,
2005, at the Rotunda of the Niagara County Clerk's Office, 175
Hawley Street, Lockport City, in Niagara, New York.  The land is
located in Niagara, New York.

The auction is in accordance with the judgment of foreclosure and
sale amounting to $82,666,330.98.

Wells Fargo is the Trustee for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass Through
Certificates, Series 1999-C3.

The other defendants are Prime Retail, L.P., Bank of America,
N.A., and Martin Chiappone dba M. Chiappone Painting & Decorating.

Harter, Secrest & Emery LLP in Buffalo, New York, represents Wells
Fargo.

Prime Outlets at Niagara Falls USA L.P. --
http://www.primeoutlets.com/-- is a large chain of shopping  
facility centers offering a wide selection of high quality,
discount, brand name manufacturer and designer stores.


PRIMUS INT'L: S&P Places B+ Corporate Credit Rating on Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Primus International Inc. on
CreditWatch with negative implications.  The CreditWatch follows a
strike at Boeing Co.'s commercial aircraft operations, which
account for 80% of Primus' revenues.
      
"The aerostructures supplier's lack of customer diversity and
limited financial resources will likely result in a material
deterioration in revenues, earnings, and cash flows if the strike
is prolonged and could result in a downgrade," said Standard &
Poor's credit analyst Christopher DeNicolo.
     
Liquidity is supported by a small revolver and there are no
material near-term debt maturities.  If the strike is relatively
short and Boeing continues to accept deliveries and make payments
for Primus' products, the financial impact on Primus may not be
significant.  Standard & Poor's will monitor the situation,
including efforts by the company to conserve cash, to determine
the effect on credit quality.  Two other aerostructures suppliers,
Vought Aircraft Industries Inc. and Spirit Aerosystems Inc., are
also on CreditWatch with negative implications due to the strike.
     
Bellevue, Washington-based Primus is a Tier II supplier to
commercial, including regional and business jets, and military
aircraft original equipment manufacturers (OEM) providing kits,
assemblies, and components for:

   * aircraft structures,
   * controls,
   * landing gear,
   * passenger doors, and
   * engine mounts.

There is significant competition at this level in the supply
chain, with many companies with similar capabilities.  Primus is
attempting to diversify its revenue base by increasing its work on
business and regional aircraft, as well as military programs.  In
addition, the firm has been successful in increasing its content
on each type of aircraft and expanding relationships with existing
customers.  Primus' strategy of producing more assemblies and kits
should enable the company to capitalize on the trend toward
increased outsourcing by OEMs and Tier I suppliers.


PROTECTION ONE: Steven Williams Resigns as Executive Vice Pres.
---------------------------------------------------------------
Steven V. Williams resigned as Executive Vice President of
Protection One, Inc., and President of Network Multifamily
Security Corporation, an indirect, wholly owned subsidiary of
Protection One.

Mr. Williams' resignation became effective on Aug. 31, 2005.  Mr.
Williams resigned in connection with Protection One's ongoing
efforts to streamline its internal organizational structure.  

The Employment Agreement contains terms and conditions regarding
Mr. Williams' employment with Protection One, including salary,
duties, employment benefits and severance benefits.  Under the
terms of the Employment Agreement, Mr. Williams will be entitled
to a lump sum cash payment of approximately $1,195,014, which
includes:

   (1) a pro rata portion of his bonus for the 2005 fiscal year,

   (2) the cash equivalent of any accrued paid time off, and

   (3) the sum of Mr. Williams' base salary and average annual
       incentive bonus during the prior three years times two.  

Under the terms of the Protection One 2004 Stock Option Plan, Mr.
Williams was credited with an additional nine months of vesting
service in connection with his termination.  

Also, Protection One will provide Mr. Williams with additional
lump sum cash payment in lieu of some medical, dental and life
insurance benefits.

If a change in control of Protection One were to occur within four
months following Mr. Williams' resignation, then Mr. Williams
would receive an additional lump sum cash payment equal to the sum
of his base salary and average annual incentive bonus during the
prior three years.

In consideration for benefits received, Mr. Williams will be
subject to non-competition, non-solicitation and non-disclosure
restrictions.

Protection One, Inc. -- http://www.protectionone.com/-- provides  
security alarm monitoring services to about 1 million residential
and commercial customers in the US.  The company's alarm systems
are designed to detect both intrusions and the presence of smoke
or fire.  Protection One provides constant monitoring services
from four facilities located in Florida, Kansas, Maine, and Texas.  
The Company also maintains more than 60 field offices.  The
company's Protection One Monitoring unit serves single-family
residences as well as commercial and wholesale customers. Its
Network Multifamily unit serves apartments and condominiums.
Investment firm Quadrangle Group controls more than 95% of
Protection One.

Protection One posted net loss of $11,295,000 as of June 30, 2005,
compared to net loss of $325,990,000 as of June 30, 2004.


                        *   *   *

As previously reported in the Troubled Company Reporter, Fitch
Ratings assigned a 'B+' rating to Protection One's -- POI -- new
$275 million senior secured credit facility consisting of:

      -- Undrawn $25 million revolver due 2010;
      -- $250 million senior secured term loan due 2011.

Fitch has also upgraded and removed Protection One from Rating
Watch Positive:

      -- Senior unsecured debt to 'B-' from 'CC';
      -- Senior subordinated notes to 'CCC+' from 'C'.


RELIANCE GROUP: Wants Court to Bless Settlement Offer with SEC
--------------------------------------------------------------
Reliance Group Holdings, Inc., asks the Hon. Arthur Gonzalez of
the U.S. Bankruptcy Court for the Southern District of New York
for permission to make a settlement offer to the Securities and
Exchange Commission.

Steven R. Gross, Esq., at Debevoise & Plimpton, in New York City,
relates that RGH is a public corporation with issued and
outstanding common stock registered under Section 12(b) of the
Securities Exchange Act of 1934.  On November 15, 1993, RGH
issued 9% Senior Notes due 2000 and 9.75% Senior Subordinated
Debentures due 2003.  The Senior Notes, the Debentures and the
RGH common stock were registered with the SEC because they were
listed on national securities exchanges.

Before the Petition Date, RGH's common stock was delisted from
trading on the New York Stock Exchange and the Pacific Stock
Exchange.  The Senior Notes and the Debentures were also
delisted.  RGH common stock is currently quoted on the Pink
Sheets with the symbol RELHQ.PK.

Mr. Gross explains that under Section 13(a) of the Exchange Act,
RGH must meet certain reporting obligations to maintain the
registration of its securities.  Because there are fewer than 300
holders of record for the Senior Notes and the Debentures, the
registration of these securities has been terminated.  Therefore,
the Senior Notes and Debentures do not give rise to reporting
obligations.  However, there are more than 300 holders of record
of RGH's common stock, continuing RGH's reporting requirements.

RGH has not been able to complete audited financial statements,
notes Mr. Gross.  In particular, RGH is not able to commission an
audit of its financial statements or obtain an audit opinion.  
RGH has not filed its quarterly 10-Q or annual 10-K since
September 30, 2000.

On April 7, 2005, the SEC sent a letter indicating that RGH was
not in compliance with its periodic reporting obligations under
Section 13(a).  The SEC stated that if RGH did not comply with
periodic reporting obligations, the Division of Enforcement may
initiate an administrative proceeding to revoke RGH's
registration with the SEC, pursuant to Section 12(j) of the
Exchange Act.

Counsel for RGH and the SEC engaged in discussions and have
reached an agreement whereby RGH would make an Offer of
Settlement to the SEC.  Under the Offer of Settlement, the SEC
will enter an order revoking the registrations of each class of
RGH's securities, pursuant to Section 12.  Entry of the order
will terminate RGH's reporting obligations and open market
trading activities in its registered securities.

Mr. Gross says that the Court should approve the Settlement Offer
as it will resolve an administrative proceeding with the SEC.  If
no settlement is reached, the administrative proceeding will
enforce the SEC's "police or regulatory power."  The SEC will not
be prevented by the automatic stay from commencing the proceeding
on an adversarial basis, pursuant to Section 362(b)(4) of the
Bankruptcy Code.

Revocation will result in benefits to the estates and creditors.
Compliance with the SEC reporting requirements would require
preparation and issuance of costly audited financial statements.
RGH would not derive any material benefit from these reports.
Continued registration represents an unnecessary financial
hardship.  The Offer of Settlement will permit RGH to avoid the
substantial costs of litigation with the SEC.

The Official Unsecured Creditors' Committee supports the proposed
revocation.

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


RISK MANAGEMENT: Court Okays Equifax Deal
-----------------------------------------
The Hon. Kay Woods of the U.S. Bankruptcy Court for the Northern
District of Ohio, Eastern Division, approved the Master
Restructuring Agreement of Risk Management Alternatives, Inc., and
its debtor-affiliates with Equifax Information Services LLC.

Pursuant to the restructuring agreement, Equifax surrenders its
49% stake in RMA Holdings LLC to Risk Management Alternatives
Parent Corp.  Equifax also relinquishes its rights over the debt
portfolios acquired by RMA in 2000.

As reported in the Troubled Company Reporter, the Debtors needed
Equifax's consent to sell the debt portfolios.  The debt
portfolios are part of the assets offered for sale to NCO Group,
Inc., which has presented a $150 million stalking horse bid for
substantially all of the Debtors' assets.

In addition, Judge Woods allowed the Debtors to assume and assign
their lease on a non-residential real property located at 4360
Northeast Expressway in Atlanta, Georgia.  Equifax had previously
assigned this lease to Risk Management Alternatives Solutions,
LLC.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial   
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


RISK MANAGEMENT: Employs Dixon Hughes as Tax Advisor
----------------------------------------------------
Risk Management Alternatives, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Ohio,
Eastern Division, for authority to employ Dixon Hughes PLLC as
their tax advisor, nunc pro tunc to Aug. 2, 2005.

The Debtors tell the Bankruptcy Court that Dixon Hughes has
extensive experience in delivering internal audit and tax services
in chapter 11 cases.  In this engagement, Dixon Hughes will:

    a) assist the Debtors with outstanding refund claims

    b) assist the Debtors with various IRS and state income and
       franchise tax audits;

    c) consult on tax matters arising from bankruptcy proceeding;

    d) provide day-to-day tax consulting on various federal and
       state tax issues;

    e) review federal and state tax filings; and

    f) prepare federal and state tax filings.

The hourly rates for Dixon Hughes' professionals are:

       Designation                           Hourly Rate       
       -----------                           -----------
       Partners, Principals and Directors       $300
       Senior Managers                          $275
       Managers                                 $200
       Seniors                                  $150
       Staff                                    $100

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

Dixon Hughes -- http://www.dixon-hughes.com/--is the largest CPA  
firm headquartered in North Carolina and ranks among the nation's
15 largest CPA firms.  With a staff of over 850 located in 27
offices in Alabama, Georgia, North Carolina, South Carolina,
Texas, Tennessee and West Virginia, Dixon Hughes provides a wide
array of assurance, tax and consulting services.

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial    
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they estimated more than $100
million in assets and between $50 million to $100 million in
debts.


SAN PASQUAL CASINO: S&P Rates Proposed $180 Million Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
San Pasqual Casino Development Group Inc.'s proposed $180 million
senior unsecured note offering due 2013.  Proceeds from the
proposed note issue will be used:

   * to refinance existing debt;

   * to help fund the construction of the planned expansion
     project; and

   * for fees and expenses.
     
In addition, a 'B+' corporate credit rating was assigned to the
Valley Center, California-based casino operator.  The outlook is
stable.
     
SPCDG was created to operate the Valley View Casino for the San
Pasqual Band of Diegueno Mission Indians.  The San Pasqual Indians
are one of 62 federally recognized Native American tribes in
California, of which 52 are currently operating 53 gaming
establishments.  The Tribe's compact with the State of California
was entered into in May 2000 and expires in May 2020.  The compact
permits forms of Class III gaming, including slot machines and
card games.  
      
"The ratings on the SPCDG reflect its narrow business position as
an operator of a single casino, competitive market conditions,
construction and disruption risks associated with the planned
expansion project at its Valley View Casino, challenges in
managing a larger facility once the expansion is complete in the
first half of 2007, and an expected increase in pro forma debt
leverage during construction," said Standard & Poor's credit
analyst Michael Scerbo.

Still, the Valley View Casino's operating performance has steadily
improved over the past few years, the demographics of its target
market are favorable, and the potential exists for significant
EBITDA growth post-expansion.


SMURFIT-STONE: Fitch Affirms BB+ Rating on Senior Secured Debt.
---------------------------------------------------------------
Fitch Ratings affirms Smurfit-Stone Container Corporation:

   -- Senior secured 'BB+';
   -- Senior unsecured 'B+';
   -- Preferred stock 'B-';
   -- Rating Outlook Stable.

The financial risk reflected in SSCC's ratings is the product of
high leverage in a very competitive and uneven market which has
been leaking growth to overseas venues.

Trends in the box industry have not been favorable.  Apart from
last January reported industry shipments in North America have
taken a back seat to those in 2004, potentially signaling an end
to a short-lived economic recovery and a near-term indeterminate
state.  

Somewhat similar to the newsprint industry, capacity adjustments
are happening at both containerboard mills and box plants, which
so far has chased a decline in the demand for U.S. manufactured
containers and feedstock linerboard and medium.  This is not a
short-term prescription for profitability, but as with newsprint,
it should in the longer run restore balance and allow producers to
first recapture higher raw material costs and then some modicum of
lost earnings.  This likely will not occur in fiscal 2005 but
should augur a better 2006.

SSCC is a victim, as well a beneficiary, of industry trends.
Without some sudden snap in demand in the current box season,
financial metrics are expected to show some deterioration.  Cash
closure costs of mills and converting plants will be additive, not
causative, and debt to EBITDA could approach 7.0 times (x) as the
fiscal year-end approaches.  SSCC already has competitive
advantages over some integrated producers in unit costs to produce
and sell its products.  The right sizing of SSCC's mill and box
system that has been announced so far should lower unit costs by
somewhere near $3/ton from labor alone, by Fitch's estimates.  
This will be more advantageous for SSCC on the cost curve.

SSCC has some, but few, options to ease its debt burden other than
through either a return in price or an improvement in cost
structure.  The latter two should happen in proximity with
capacity adjustments, followed by modest debt repayment, events
that Fitch will closely monitor.  Should the timing and magnitude
of these expected results prove disappointing, Fitch may revise
SSCC's Rating Outlook.

SSCC is a North American leader in the production of corrugated
boxes, a leading producer of folding cartons, and the world's
largest recycler of paper products.  SSCC produces over seven
million tons of linerboard and ships over 85 billion square feet
of boxes annually. Sales in 2004 were in excess of $8 billion.


SOLUTIA INC: Asks Court to Set Procedures for Retaining Experts
---------------------------------------------------------------
Solutia Inc. and its debtor-affiliates anticipate that they may
need to retain experts to assist them with the plan confirmation
process, Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New
York, tells Judge Beatty.  The Experts would assist the Debtors in
estimating claims for plan purposes and providing testimony with
respect to the prosecution and resolution of pending adversary
proceedings.  Thus, the Debtors believe that establishing
procedures for the retention of Experts will serve their
reorganization efforts.

In connection with the development of their plan of
reorganization, the Debtors have already begun working with two
Experts -- Analysis Research Planning Consulting and Blasland,
Bouck & Lee, Inc., Mr. Cieri relates.  As the need arises, the
Debtors anticipate retaining additional Experts as their Chapter
11 cases progress.

Mr. Cieri discloses that ARPC is assisting the Debtors in
estimating the value of claims asserted against their estate
based on alleged personal injury and property damage.  According
to Mr. Cieri, ARPC has over 30 years of experience providing
strategic advice, economic analysis and expert testimony
regarding personal injury and property damage claims in
litigation and bankruptcy matters.  ARPC's clients have included
nearly every major asbestos defendant and asbestos trust,
including the Dow Corning Trust, the Albuterol Asthma Medication
Trust, the Dalkon Shield IUD Trust and the AHP Settlement Trust,
Mr. Cieri says.

Meanwhile, Mr. Cieri continues, BBL is assisting the Debtors in
estimating the value of claims based on alleged natural resource
damage liability arising under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980.  BBL provides
technical expertise to corporations facing potential NRD
Liability and is involved in many of the largest NRD Liability
cases in the United States, Mr. Cieri says.  He adds that BBL has
extensive experience preparing pre-assessment screens and NRD
Liability plans, conducting injury assessments, determining
damages and providing expert testimony.

                         Retention Procedures

According to Mr. Cieri, the Debtors' proposed Expert Retention
Procedures provide that:

   * The Debtors will file a notice with the Court listing the
     proposed Expert to be retained and providing a brief
     description of the purpose of the proposed retention and the
     proposed Expert's billing rates or other fee arrangement;

   * The Expert Retention Notice will be served to:

     -- the United States Trustee for Region 2;

     -- counsel to the Official Committee of Unsecured Creditors;

     -- counsel to the Official Committee of Retirees;

     -- counsel to the Official Committee of Equity Security
        Holders;

     -- counsel to the agents for the Debtors' postpetition
        secured bank lenders;

     -- the indenture trustee for each of the public debt
        securities issued or guaranteed by the Debtors;

     -- the labor organizations that are party to collective
        bargaining agreements with the Debtors;

     -- counsel to any ad hoc committees for the public debt
        securities issue or guaranteed by the Debtors;

     -- Pharmacia Corporation and Monsanto Company;

     -- the Securities and Exchange Committee;

     -- the Internal Revenue Service; and

     -- those parties who have formally appeared and requested
        service in the Debtors' bankruptcy cases.

   * If no objection to the Expert Retention Notice is filed with
     the Court and served on counsel for the Debtors within
     15 days after service, then the retention and compensation
     arrangement will be deemed approved as of the date set forth
     in the Expert Retention Notice without the need for a
     hearing or further order.

   * If an objection is filed, then the retention of the
     applicable expert will be heard at the Debtors' next omnibus
     hearing.

   * The Experts will be required to provide copies of their
     monthly invoices to the attorneys for the Creditors
     Committee on a monthly basis.  Absent any immediate
     objection received from the Creditor Committee, the Debtors
     will pay the Expert in full.  If the Committee delivers an
     objection, the parties will attempt to resolve any dispute.  
     If any dispute cannot be quickly resolved, then the Court
     will determine the reasonable amount of fees and expenses to
     be paid to the Expert.

Although the Debtors believe that Court approval is not necessary
for the retention of the Experts, out of abundance of caution and
to assure the transparency of the Expert retention process, they
ask the Court to approve:

   a. the Expert Retention Procedures; and

   b. the employment of ARPC and BBL.

The Debtors propose to pay ARPC and BBL in accordance with the
firms' customary hourly rates.

ARPC's hourly rates are:

        Classification                           Rate
        --------------                           ----
        Partner/Principal                     $350 - $500
        Managing Director                     $275 - $350
        Director                              $225 - $275
        Senior Consultant/Consultant          $185 - $225

BBL's principal charges $179 per hour.  Senior engineers and
scientists charge $127 to $155 an hour.

A schedule of BBL's rates is available at no charge at:

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

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a      
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOUTHAVEN POWER: Says Erie Power's Push for a Committee is Flawed
-----------------------------------------------------------------
As previously reported, Erie Power Technologies, Inc., holding a
$2,107,418 an unsecured claim against Southaven Power, LLC, asked
the U.S. Bankruptcy Court for the Western District of North
Carolina to direct the U.S. Bankruptcy Administrator for the
Western District of North Carolina to appoint an Official
Committee of Unsecured Creditors in Southaven Power, LLC's chapter
11 case.

On June 7, 2005, the Administrator filed a report informing the
Court that a Committee would not be formed because only Erie Power
and Centro Inc., another unsecured creditor, expressed an interest
in participating.

Erie Power gave the Court four reasons why a Creditors Committee
should be appointed:

   1) although only it and Centro have expressed an interest in
      participating on a Committee, Section 1102(b)(1) of the
      Bankruptcy Code states that a Committee will ordinarily
      consist of the seven largest unsecured creditors, but it
      does not establish a minimum requirement;

   2) the unsecured creditors do not have adequate representation
      and the progress and direction of the Debtors' chapter 11
      case is being controlled by and operated for the benefit of
      the pre-petition and post-petition lenders;

   3) until now, Erie Power has shouldered the burden not only   
      for itself, but also for the unsecured creditors as a whole
      and it is not reasonable or fair on its part to carry the
      flag on behalf of all unsecured creditors;

   4) the Debtor's case is a large chapter 11 proceeding, yet the
      unsecured creditors have no representative voice, making
      the appointment of a Committee necessary in order to
      protect the interests of the unsecured creditor body and to
      carry out the provisions and purposes of the Bankruptcy
      Code.

                          Free Ride

Southaven retorts that Erie's insistence for the appointment of an
official creditors' committee is a thinly veiled effort to have
the Debtor's estate pay its costs and expenses as it pursues its
own economic interests.

The Debtor recalls that during the first Court hearing to consider
approval of a postpetition financing facility, Erie's counsel
stated on record that the case "should be converted. We don't
really care. So if that's their excuse, convert it." [June 9,
2005, Transcript, p. 20, lines 16-18].  

Southaven asserts that that motive defeats the true purpose of
appointing a representative committee of unsecured creditors.  

What Erie achieved, the Debtor contends, is escalate costs and
expenses and disrupt what otherwise is a smooth chapter 11
process.

The Court will convene a hearing at 9:30 a.m., on Sept. 14, 2005,
to consider Erie Power's request.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).  
Hillary B. Crabtree, Esq., at Moore & Van Allen, PLLC, and Mark A.
Broude, Esq., at Latham & Watkins LLP represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than $100
million.


SPIRIT AEROSYSTEMS: S&P Places BB- Corporate Rating on Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate rating, on Spirit AeroSystems Inc. on
CreditWatch with negative implications.  The CreditWatch follows a
strike at Boeing Co.'s commercial aircraft operations, which
account for almost all of Spirit's revenues.
      
"A prolonged strike could result in a material deterioration in
revenues, earnings, and cash flows," said Standard & Poor's credit
analyst Christopher DeNicolo.  This might be mitigated somewhat by
Spirit's strategic importance to Boeing and fairly good near-term
liquidity.  Spirit produces structures for almost all Boeing
commercial aircraft, including the entire fuselage for the popular
737 series, and is Boeing's largest nonengine supplier.
     
Liquidity is supported by substantial cash on hand, a $175 million
revolving credit facility and a $150 million vendor note.  There
are no material near-term debt maturities.  If the strike is
relatively short and Boeing continues to accept deliveries and
make payments for Spirit's products the financial impact may not
be significant.  Standard & Poor's will monitor the situation,
including efforts by the company to conserve cash, to determine
the effect on credit quality.  Two other aerostructures suppliers,
Vought Aircraft Industries Inc. and Primus International Inc., are
also on CreditWatch with negative implications due to the strike.
     
Spirit is the former Wichita Div. of Boeing Commercial Airplanes
that was recently acquired by Onex Corp., a Canadian private
equity firm, for approximately $920 million cash.  The firm is the
largest, independent (non-OEM) producer of commercial
aerostructures (fuselage, nacelles, struts, horizontal and
vertical stabilizers, wing structures, and other parts).


STATION CASINOS: Expects 8% to 11% Revenue Growth in 3rd Quarter
----------------------------------------------------------------
Station Casinos, Inc., issued earnings guidance for the third
quarter in a Form 8-K filed with the Securities and Exchange
Commission last week.

Based on the strength of the Las Vegas local economy and strong
same-store revenues, the Company now believes that, prior to
non-recurring items, revenue growth at the Major Las Vegas
Operations (excluding Green Valley Ranch), EBITDA and earnings per
share for the third quarter of 2005 will be at the high end of the
ranges of the previously issued guidance.  Initial guidance for
the third quarter projected 8% to 11% revenue growth at the Major
Las Vegas Operations, $104 million to $110 million of EBITDA and
$0.51 to $0.56 of EPS.

            Land Portfolio Value and Tribal Advances

The Company currently owns approximately 489 acres of land held
for future development, for which the Company has incurred
aggregate costs of $188.1 million.  In addition, the Company owns
approximately 67 acres of land on or near Wild Wild West, for
which the Company has incurred or committed aggregate costs of
$149.6 million.  The Company also owns approximately 40 acres of
excess land associated with its current hotel/casino facilities.
In addition, the Company has advanced approximately $149 million
toward the development of future tribal gaming projects, which it
believes will be repaid from either the financing or the operation
of these projects.

The Company recently engaged two independent real estate
consulting firms to estimate the current market value of the
aforementioned real estate (excluding the tribal advances).  CB
Richard Ellis, Inc., provided estimates for the land located in
Nevada and Robert Charles Lesser & Co. provided estimates for the
land located in California.  According to these land value
estimates, the market value of the entire Land Portfolio is
estimated to be within a range of $906 million to $1.326 billion.
The land value estimates include market value ranges estimated to
be:

     (i) between $447 million and $601 million for approximately
         197 acres in the Las Vegas valley,

    (ii) between $65 million and $110 million for approximately
         292 acres in Reno and California,

   (iii) between $334 million and $534 million for approximately
         67 acres associated with Wild Wild West, and

    (iv) between $60 million and $81 million for approximately 40
         acres of excess land.

Las Vegas, Nevada-based Station Casinos, Inc., is the largest
owner of off-Strip casino properties.

                         *     *     *

Moody's Investors Service raised the ratings of Station Casino,  
Inc. and affirmed the company's SGL-2 speculative grade  
liquidity rating.  Moody's also assigned a Ba3 rating to Station's  
$150 million add-on to its existing 6-7/8% senior subordinated  
notes due 2016.  

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6 1/2% senior subordinated notes due 2014,  
      to Ba3 from B1; and

   -- $350 million 6 7/8% senior subordinated notes due 2016,  
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6 7/8% senior subordinated note add-on  
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


TEREX CORPORATION: To Restate 2000 to 2003 Financial Statements
---------------------------------------------------------------
Terex Corporation (NYSE: TEX) disclosed in its Form 8-K furnished
to the Securities and Exchange Commission that the Company
concluded that the financial statements of Terex for the years
ended December 31, 2000, 2001, 2002 and 2003 need to be restated
to correct certain errors.  As Terex is in the final stages of the
restatement process and computing the tax implications thereof,
Terex has re-evaluated its U.S. deferred tax asset to determine if
the deferred tax asset would "more likely than not" be realized
based on the restated results of Terex's U.S. operations for the
three years ended December 31, 2003.

This assessment is required to be made without current hindsight,
which precluded the Company from considering the subsequent
profitability of Terex's U.S. operations in 2004 and 2005.   The
results of the assessment indicated that a valuation allowance was
required to reduce Terex's net U.S. deferred tax asset as of
December 31, 2003, which materially affects total stockholders'
equity as of December 31, 2003.  However, this valuation allowance
is then reversed as of December 31, 2004 due to the profitability
of Terex in that period as well as future profit expectations,
including year to date 2005 results.  The 2004 reversal of the
valuation allowance offsets the reduction in total stockholders'
equity resulting from the establishment of the valuation allowance
in 2003.

Due to the valuation allowance established as of December 31,
2003, Terex's provision for U.S. taxes in the quarters ended March
31, 2004 and June 30, 2004 will be substantially reversed, thereby
increasing net income in those periods by approximately $2.4
million and $7.4 million, respectively, which are material to
those quarters.  Accordingly, the management of Terex and the
Audit Committee of Terex's Board of Directors concluded on
September 8, 2005 that the financial statements for the quarters
ended March 31, 2004 and June 30, 2004 need to be restated to
reflect such increase and, therefore, such financial statements
should no longer be relied upon and have informed
PricewaterhouseCoopers LLP, the Company's independent registered
accounting firm of this determination.

As part of its prior disclosure Terex stated that it was
management's opinion that, although adjustments in any one year's
financial statements might be material, the cumulative adjustments
required to be made to stockholders' equity as of December 31,
2003 resulting from all items identified were not expected to be
material to total stockholders' equity.  Terex's previously
published stockholders' equity balance as of December 31, 2003 was
$877 million.  The December 31, 2003 stockholders' equity balance
is now anticipated to be approximately $690 million.  However,
virtually all of the change in the stockholders' equity from the
originally filed amount is related to the establishment of the
valuation allowance.  With the reversal of the valuation allowance
in 2004, net income and changes in accumulated other comprehensive
income for 2004, stockholders' equity as of December 31, 2004 is
expected to be approximately $1.1 billion.

                       Material Weakness

Additionally, pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, Terex was required to evaluate the effectiveness of its
internal control over financial reporting as of December 31, 2004.
Based on this current evaluation, it was determined that "material
weaknesses" existed, which resulted in ineffective internal
control over financial reporting.

As announced on January 13, 2005, Terex had determined that a
"material weakness" existed in Terex's internal control over
financial reporting as it relates to the recording of certain
intercompany transactions.  On September 8, 2005, the management
of Terex and the Audit Committee of Terex's Board of Directors
concluded that material weaknesses also showed that:

    a) the Company did not maintain effective controls, including
       monitoring, over the financial reporting process as a
       result of an insufficient complement of personnel with
       requisite U.S. GAAP knowledge, experience and training, and

    b) the Company did not maintain sufficient supporting
       documentation for certain income tax account balances,
       including periodic reconciliations, which contributed to
       the failure to timely file.

During 2004 and 2005, Terex has taken and will continue to take
numerous steps toward the remediation of these material weaknesses
including, among other things, changes in reporting relationships
within its financial organization, hiring additional accounting
staff with the requisite U.S. GAAP background and implementing
certain new accounting practices and controls.

Terex is working diligently to file the financial statements for
the year ended December 31, 2004 and prior periods with the SEC by
the September 15, 2005 bank waiver expiration date.

Terex Corporation -- http://www.terex.com/-- is a diversified  
global manufacturer with 2004 net sales of approximately $5
billion.  Terex operates in five business segments: Terex
Construction, Terex Cranes, Terex Aerial Work Platforms, Terex
Materials Processing & Mining, and Terex Roadbuilding, Utility
Products and Other.  Terex manufactures a broad range of equipment
for use in various industries, including the construction,
infrastructure, quarrying, recycling, surface mining, shipping,
transportation, refining, utility and maintenance industries.
Terex offers a complete line of financial products and services to
assist in the acquisition of Terex equipment through Terex
Financial Services.


TFS ELECTRONIC: Hires Greenberg Traurig as Bankruptcy Counsel
-------------------------------------------------------------
TFS Electronic Manufacturing Services, Inc., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Arizona to employ and retain Greenberg Traurig, LLP, as its
general restructuring counsel.

Greenberg Traurig will:

    (a) provide legal advice with respect to the Debtor's powers
        and duties as a debtor-in-possession in the continued
        operation of its business and management of its property;

    (b) prepare on behalf of the Debtor necessary applications,
        motions, answers, orders, reports and other legal papers;

    (c) appear in Court and to protect the interests of the Debtor
        before the Court;

    (d) assist with any disposition of the Debtor's assets, by
        sale or otherwise; and

    (e) perform all other legal services for the Debtor which may
        be necessary and proper in these proceedings.

The Debtor discloses that the Firm's professionals will bill:

    Professional                   Hourly Rate
    ------------                   -----------
    John R. Clemency, Esq.             $450
    Keriann M. Atencio, Esq.           $250
    Tajudeen O. Oladiran, Esq.         $250

The Debtor also discloses that other professionals of the Firm
will bill:

    Title                Hourly Rate
    -----                -----------
    Shareholders         $300 - $650
    Associates           $175 - $340
    Legal Assistants     $145 - $180

The Debtor tells the Court that Greenberg Traurig received a
retainer in the amount of $250,000.  The Debtor also tells the
Court that the Firm has received $85,704 as payment for
prepetition services.

The Debtor discloses that Greenberg Traurig:

    (a) represents TTM Manufacturing Services, an usecured
        creditor, in unrelated matters;

    (b) represents Suntron Corporation, which has expressed
        interest in acquiring the assets of the Debtor, in
        unrelated matters;

    (c) represented Three-Five Systems, Inc., the parent of the
        Debtor, as primary corporate counsel for the past ten
        years.  The Firm has resigned from representing Three-Five
        and will not represent any interest of Three-Five going
        forward;

    (d) provided periodic advices and services to TFS-DI, Inc., an
        affiliate of the Debtor, since 1999, in the areas of
        general corporate law and litigation.  The Firm has
        resigned from representing TFS-DI and will not represent
        any interest of TFS-DI going forward; and

    (e) provided periodic advice and services to TFS Electronic
        Manufacturing Services Sdn. Bhd., an affiliate of the
        Debtor, since 2003 in the areas of securities law.  The
        Firm has resigned from representing TFS EMS Sdn. Bhd., and
        will not represent any interest of TFS EMS Sdn. Bhd. going
        forward.

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined by section 101(14)
of the Bankruptcy Code.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  When the Debtor filed for protections
from its creditors, it estimated assets between $1 million to $10
million and estimated debts between $10 million to $50 million.


TFS ELECTRONIC: Wants Claims Bar Date Set for October 24
--------------------------------------------------------
TFS Electronic Manufacturing Services, Inc., asks the U.S.
Bankruptcy Court for the District of Arizona, to set Oct. 24,
2005, as the deadline for all creditors owed money on account of
claims arising prior to Aug. 19, 2005, against the Debtor to file
proofs of claim.

The Debtor tells the Court that it intends to sell substantially
all of its assets at an auction and having all claims file by Oct.
24 will assist the Debtor accurately in preparing its Disclosure
Statement and Plan of Reorganization.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


TFS ELECTRONIC: U.S. Trustee Names 3-Member Creditors' Committee
----------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14,
appointed three creditors to serve on the Official Committee of
Unsecured Creditors in TFS Electronic Manufacturing Services,
Inc.'s chapter 11 case:

    1. Arrow Electronics
       Attn: Geri Lawrence
       3000 Bowers Avenue
       Santa Clara, CA 95051
       Tel: (408) 330-4194
       Fax: (408) 330-4190

    2. Avnet, Inc.
       Attn: Mary Pacini
       2211 South 47th Street
       Phoenix, AZ 85034
       Tel: (480) 643-8143
       Fax: (480) 794-9819

    3. TTM Technologies, Inc.
       Attn: David Felsenthal
       2630 South Harbor Boulevard
       Santa Ana, CA 92704
       Tel: (714) 327-3010
       Fax: (714) 241-9723
  
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


TORCH OFFSHORE: Asks Court to Okay Energy Partners Settlement Pact
------------------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana to approve
a settlement agreement with Energy Partners, Ltd.

The Parties entered into a Pipeline Installation Agreement dated
October 18, 2004, as amended by Change Order No. 1, dated Dec. 17,
2004.  Energy Partners owes the Debtors approximately $3.1 million
for work performed under the Pipeline Installation Agreement.

Prior to the Chapter 11 filing, the Debtors retained certain
subcontractors as suppliers of some materials and services in
connection with the Agreement.  Some of the subcontractors allege
that they have not been paid for those materials and services
provided.  They have asserted liens against Energy Partners'
property and its co-working interest owners' property.  The exact
amount of the alleged liens is unknown with certainty and some
liens may not have not been properly asserted or perfected.

Pursuant to negotiations between the Debtors and Energy Partners,
the primary terms and conditions of the proposed settlement
include:

   1) Energy Partners will pay the Debtors $3.1 million, less the
      sum of $1,038,212, which shall be retained for payment of
      liens against Energy Partners' property;

   2) Debtors will prepare and file all pleadings necessary to
      approve the settlement and to terminate and reject the
      Pipeline Installation Agreement;

   3) Energy Partners will agree and waive any and all claims for
      pre or postpetition rejection damages or postpetition
      administrative expense claims;

   4) Debtors will continue to negotiate in good faith with
      subcontractors asserting liens and Energy Partners will be
      authorized to pay lien claims as directed by the Debtors;

   5) both Parties will enter into reciprocal releases for any and
      all claims related to the Pipeline Installation Agreement;

   6) Debtors, to the extent necessary or required, will assign
      any and all of their claims against any applicable insurance
      policies to EPL regarding Builder's Risk Insurance Claim;
      and

   7) Energy Partners reserves its recoupment rights until all
      lien are released.

The settlement agreement will resolve the Debtors' substantial
claims against Energy Partners and potential liabilities of the
Debtors' estates to Energy Partners.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides  
integrated pipeline installation, sub-sea construction and support  
services to the offshore oil and gas industry, primarily in the  
Gulf of Mexico.  The Company and its debtor-affiliates filed for  
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on  
Jan. 7, 2005.  When the Debtors filed for protection from their  
creditors, they listed $201,692,648 in total assets and  
$145,355,898 in total debts.


UAL CORP: U.S. Bank Wants Dist. Ct. to Nix Committee's Appeals
--------------------------------------------------------------
Bruce S. Sperling, Esq., at Sperling & Slater, in Chicago,
Illinois, recounts that the U.S. Bankruptcy Court for the Northern
District of Illinois entered two orders related to the Official
Committee of Unsecured Creditors' antitrust actions against the
Aircraft Trustees.  One order granted UAL Corporation and its
debtor-affiliates' motion to dismiss the antitrust complaint. The
other order denied the Committee's request for leave to prosecute
the antitrust claim in the Debtors' stead.

The Committee appealed both orders.  Judge Milton I. Shadur of
the U.S. District Court for the Northern District of Illinois
presides over the cases.

According to Mr. Sperling, both appeals involve the sale or lease
of the same aircraft and rely on the same facts.  Both contain
overlapping issues of law.  Both are derived from Judge Wedoff's
interpretation of the decision of the U.S. Court of Appeals for
the Seventh Circuit.  Both stem from the preclusive application
of facts that were determined only on a preliminary record.

In this regard, the Committee asks the District Court to
consolidate both appeals.

Consolidation will save judicial time and effort, Mr. Sperling
explains.  The appeals are capable of disposition in a single
proceeding.

                 U.S. Bank Wants Appeal Dismissed

U.S. Bank, as Indenture Trustee for several aircraft financing
transactions, asks Judge Shadur to dismiss the Committee's
appeal.

"The Committee improperly asks this Court to sit in review of the
mandate of the Seventh Circuit," argues James E. Spiotto, Esq.,
at Chapman and Cutler, in Chicago, Illinois.

While the Committee appeals the Bankruptcy Court's ruling, their
assignment of error clearly lies with the Seventh Circuit.  The
appeal is improper because the District Court may not sit in
review of a mandate of the Seventh Circuit.

Mr. Spiotto further argues that the Debtors -- the party who
originally brought the proceedings -- have voluntarily dismissed
the complaint with prejudice.  The Committee, as an intervenor,
no longer has standing to pursue appellate remedies.  Therefore,
the appeal must be dismissed for lack of jurisdiction.

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)


UAL CORPORATION: Wants Court to Approve Solicitation Procedures
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to approve
solicitation procedures designed and tailored to effectively
solicit acceptances or rejections of the Plan of Reorganization.

                        Solicitation Agent

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, the Debtors' Solicitation Agent, Poorman-
Douglas Corporation, will assist the Debtors in:

   (1) distributing Solicitation Documents;

   (2) receiving, tabulating and reporting on Ballots;

   (3) responding to inquiries relating to the Plan, the
       Disclosure Statement, the Ballots, the Master Ballots, the
       Solicitation Procedures and all other Solicitation
       Documents and related matters;

   (4) soliciting votes on the Plan; and

   (5) if required, contacting creditors and equity holders
       regarding the Plan.

                           Record Date

The Debtors ask the Court to establish October 11, 2005, as the
Record Date for determining:

   (a) the creditors and interest holders that are entitled to
       receive the Solicitation Documents;

   (b) the creditors and interest holders entitled to vote on
       the Plan; and

   (c) whether claims or interests have been properly transferred
       so that the assignee can vote as the holder of the claim
       or equity interest.

Mr. Sprayregen explains that when the Record Date is established,
the Debtors and Poorman-Douglas will contact the registrars of
the Debtors' public debentures and other securities and the
applicable Indenture Trustees, to construct an ownership list of
holders of the Debtors' Securities, as of the Record Date.

                         Voting Deadline

For votes to be counted, all Ballots and Master Ballots must be
properly executed, completed and delivered by December 1, 2005,
4:00 p.m., Pacific time.

                      Solicitation Documents

Within six to eight days after approval of the Disclosure
Statement, the Debtors will distribute the Solicitation Documents
to parties entitled to vote on the Plan.  The Debtors will serve
the Solicitation Documents on the Core Group and all parties-in-
interest on the 2002 List as of the Record Date.  The Debtors
will not serve the Plan Supplement, which may be obtained from
the Debtors' Web site or Poorman-Douglas.

For creditors with more than one claim in a Class, the Debtors
intend to send only one set of Solicitation Documents and one
Ballot for each Class, to avoid duplication and reduce expenses.
Mr. Sprayregen notes that the Plan, Disclosure Statement and
related documents comprise over 1,000 pages.  As a result, the
Debtors will make all materials available on the Internet.  Use
of alternative methods of distribution is projected to save the
Debtors' estates over $500,000.

                            Ballot Form

Votes to accept or reject the Plan must be cast by appropriate
Ballot or Master Ballot.  The Debtors will prepare and customize
Ballots for all classes of claims and interests entitled to vote
on the Plan.  The Ballots and Master Ballots comply with Rule
3018(c) of the Federal Rules of Bankruptcy Procedure, but have
been modified for the Debtors' Chapter 11 Cases.  The Debtors
seek Court permission to distribute the Ballots and Master
Ballots to the impaired classes that are entitled to vote on the
Plan.

                            Approvals

(1) Plan Summary

As an aid to voting creditors, the Debtors will distribute a Plan
Summary.  The Plan Summary may be modified to track and
incorporate material changes to the Plan prior to the
distribution of the Solicitation Documents.

(2) Solicitation Notice

The Solicitation Documents include the notice to creditors and
equity holders of the Objection Deadline and the Confirmation
Hearing.  The Debtors request approval of the Solicitation
Notice, which includes:

   (a) the Plan Objection Deadline;

   (b) the Plan Confirmation Hearing date and time;

   (c) the Voting Deadline;

   (d) the Record Date;

   (e) the temporary allowance of Claims procedures; and

   (f) a disclosure on the injunction and third-party release
       provisions in the Plan.

The Solicitation Notice will instruct creditors and interested
parties on how they may view or obtain the Disclosure Statement,
Plan, Plan Supplement, Solicitation Procedures Order and other
Solicitation Documents.

(3) Non-Voting Status Notices

The Debtors ask the Court to waive the requirement to send
Solicitation Documents to creditors and equity holders who are
not entitled to vote on the Plan unless they also have impaired
claims or equity interests pending against the Debtors on the
Record Date.  These creditors and equity holders are deemed to
either accept or reject the Plan.  The Debtors will send these
creditors and equity holders both a Solicitation Notice and one
of these notices:

   -- a notice of non-voting status with respect to unimpaired
      classes deemed to accept the Plan, and unclassified
      classes; or

   -- a notice of non-voting status with respect to impaired
      classes deemed to reject the Plan.

(4) Causes of Action Notice and Counterparties to Executory
    Contracts and Unexpired Leases Notice.

The parties related to "Retained Causes of Action" and
counterparties to the Debtors' executory contracts and unexpired
leases will receive the Solicitation Notice and one or both of
these notices:

   -- a notice to parties to "Retained Causes of Action"; or

   -- a notice to counterparties to executory contracts and
      unexpired leases.

If the parties have claims or equity interests pending against
the Debtors as of the Record Date, they will receive the
Solicitation Documents.

                 Voting and Tabulation Procedures

(1) Aircraft Debt Tabulation Procedures

The Debtors ask the Court to approve voting and tabulation
procedures for impaired classes that will vote on the Plan.  With
respect to both public and private Aircraft Debt, the relevant
Indenture Trustees acting on behalf of Beneficial Holders, will:

   (a) cast a Ballot voting on the Plan as directed by the
       requisite Beneficial Holders; or

   (b) if a vote is not cast, opt to accept or reject the
       releases in the Plan as directed by the requisite
       Beneficial Holders;

If the Court orders the Beneficial Holders to vote instead of the
Aircraft Indenture Trustees, the Beneficial Holders will vote
pursuant to the Solicitation Procedures for public securities or
other procedures established by the Debtors.

Since the Debtors' Aircraft Debt is disparate and complex, it may
be difficult to obtain information that will enable the
Beneficial Holders to vote directly, Mr. Sprayregen says.  The
Debtors will create a procedure for all Aircraft Debt whereby the
relevant Aircraft Indenture Trustee will vote the Allowed Claims
after obtaining necessary consents.

(2) Beneficial Holder Tabulation Procedures

Certain Beneficial Holders of claims or equity interests derived
from publicly traded Securities, which have not been satisfied
prior to the Record Date, will vote on the Plan.  These types of
claims and interests require additional tabulation rules, says
Mr. Sprayregen.  The records of the Indenture Trustees may
reflect brokers, dealers, commercial banks, trust companies or
other Nominees rather than the Beneficial Holders.  Accordingly,
the Tabulation Procedures for holders of Aircraft Debt should
also apply to Beneficial Holders.  Nominees will disseminate
Solicitation Documents and other notices to their Beneficial
Holders.

             Temporary Allowance of Claims for Voting

If an objection to a Claim or Interest is pending on the Record
Date, the Holder will receive a Solicitation Notice and a notice
of non-voting status with respect to disputed claims, in lieu of
a Ballot.  The Disputed Claim Notice will inform the recipient
that its Claim or Interest has been objected to and is not
entitled to vote, absent:

   (1) a Court order temporarily allowing the Disputed Claim or
       Interest for voting purposes, after notice and a hearing;

   (2) a resolution between the Holder and the Debtors of the
       objection that allows the Holder to vote its claim or
       interest in an agreed amount; or

   (3) a withdrawal of the pending objection to the Disputed
       Claim or Disputed Interest by the Debtors.

Within two business days after resolution, Poorman-Douglas will
send a Ballot and a pre-addressed, postage pre-paid envelope to
the Holder of the Disputed Claim or Disputed Interest.  The
Ballot must be returned by the Voting Deadline, unless the
Deadline is extended for the creditor.

If the Debtors file an objection to a Claim or Interest after the
Record Date, the Ballot for the Claim or Interest holder will not
be counted unless a resolution is reached by the Confirmation
Hearing.

Mr. Sprayregen maintains that the solicitation and tabulation
procedures, as proposed:

  * are cost-effective;

  * provide adequate notice and an opportunity to be heard; and

  * are in the best interests of the Debtors' estates, their
    creditors and other parties-in-interest.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the        
holding company for United Airlines -- the world's second largest  
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,  
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $24,190,000,000  
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNISYS CORP: Moody's Rates Proposed $450 Million Notes at Ba3
-------------------------------------------------------------
Moody's Investors Service affirmed Unisys Corporation's corporate
family rating at Ba3 and short term liquidity rating at SGL-3, and
assigned a Ba3 to Unisys Corporation's proposed new senior
unsecured notes.  The company plans to offer approximately $450
million of senior unsecured notes to be drawn under its $1.5
billion shelf program rated (P)Ba3.  Proceeds from the offering
will be used to tender for $400 million of 8 1/8% senior notes due
June 2006.

The ratings outlook for the Corporate Family Rating (CFR) is
stable.  However, the ratings outlook for the senior unsecured
notes and shelf registration remains negative, reflecting the
possibility that the securities could be notched below the
Corporate Family Rating for effective subordination to the extent
that the company's existing $500 million senior unsecured credit
facility, maturing May 2006, is renewed on a secured basis.

Moody's notes that immediately following the issuance of notes,
Unisys' leverage will temporarily increase.  Pro forma for $450
million of additional debt, the company's debt to LTM June 2005
EBITDA will increase to 3.7 times from 2.5 times.  However,
Moody's expects that Unisys will be successful in tendering for a
majority of its June 2006 notes and that any notes not tendered
will be retired at maturity, returning leverage to near current
levels.

The current rating reflects weakened credit protection measures
that have resulted from sustained declines in the company's
profitability, as higher margin Technology segment revenue
continues to fall and the company addresses loss-generating
problem outsourcing contracts.  Low operating margins over the
past several quarters have pressured interest coverage ratios,
while free cash flow generation over the past few years has been
inconsistent due to varying profitability levels and increasing
capital expenditures relative to revenue.

The rating also considers the continuing challenges the company
faces to improve its competitive position in its Services and
Technology segments that will create sustainable revenue growth
and profitability over the intermediate term.  Moody's believes
that the margin profile of Unisys's current Services businesses
limits the prospects for offsetting contraction in operating
income contribution from the Technology segment, given continued
fall off in Technology segment revenue and high research and
development costs.

The stable CFR outlook reflects progress the company has made to
remediate problem outsourcing contracts, expected benefits of
prior restructuring efforts and ongoing investment in its
Technology segment that could improve longer term prospects.  The
stable CFR outlook also considers Moody's expectation that the
company should achieve its target of $50 million free cash flow
for 2005, which remains low relative to existing debt levels.  In
the first six months of 2005, the company had negative free cash
flow of $118 million.  The negative outlook for the senior
unsecured notes and shelf registration ratings reflects the
possibility that the securities could be notched below the
Corporate Family Rating for effective subordination to the extent
that the company's existing $500 million senior unsecured credit
facility, maturing May 2006, is renewed on a secured basis.

The CFR rating outlook could experience upward pressure to the
extent the company is able to demonstrate moderate and sustainable
revenue growth and solid improvements in consolidated operating
margins, which are currently below 5% on a reported LTM basis.  
The ability to generate consistent reported free cash flow at
levels approximating 10% of reported debt could also lead to a
positive ratings momentum.  

Alternatively, the CFR rating could face downward pressure to the
extent revenue declines in Technology are not offset by profitable
growth in Services, cash flow generation attenuates, consolidated
margin levels do not show meaningful improvement or the company
announces further material charges from write downs or
restructurings.

Unisys, based in Blue Bell, Pennsylvania, is a worldwide provider
of IT services and technology hardware.  The company generated
$5.8 billion of revenue in 2004.


VARTEC TELECOM: Wants Court to Approve Teleglobe Settlement
-----------------------------------------------------------          
VarTec Telecom Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
Settlement Agreement with Teleglobe USA Inc., and its U.S.
entities, pursuant to Sections 105, 363 and 502 of the Bankruptcy
Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure.

On Jan. 1, 2002, Teleglobe USA Inc., entered into a Master
Telecommunications Services Agreement (MTSA) with eMeritus
Communications, Inc., n/k/a VarTec Solutions, Inc.  Under the
MTSA, Vartec Solutions, as successor in interest to eMeritus
Communications agreed to provide the Teleglobe with certain
domestic U.S. origination and termination telecommunications
services.

On April 5, 2002, the Debtors and Teleglobe Telecom Corp.,
Teleglobe Holdings (U.S.) Corp., Teleglobe Inc., Excelcom, Inc.,
Telco Communications Group, Inc., and Excel Telecommunications
(Canada) Inc., entered into an Amended and Restated Stock Purchase
Agreement and certain other related and ancillary agreements.

Under the Stock Purchase Agreement, Teleglobe Telecom sold all of
the outstanding shares of capital stock of Excelcom, Inc. and
Telco Communications Group, Inc. to Vartec Telecom Holding (VTH),
and Teleglobe Inc., sold all of the outstanding shares of capital
stock of Excel Telecommunications (Canada) to Vartec Telecom
Holding.  In consideration, VTH agreed to pay a total aggregate
purchase price of $227,500,000 to Teleglobe Telecom and Teleglobe
Inc.

The purchase price to be paid by VTH was in the form of:

   1) a Purchase Price Note between VTH and Teleglobe Telecom,
      in which VTH agreed to pay Teleglobe Telecom $217,500,000
      plus interest; and

   2) a Purchase Price Note between VTH and Teleglobe Inc., in
      which VTH agreed to pay Teleglobe Inc., $10 million plus
      interest.

Vartec Telecom Inc. guaranteed both of those Notes.

On May 28, 2002, Teleglobe Communications Corp., and its U.S.
entities and certain of its affiliates, each filed a voluntary
petition for relief under chapter 11 of the U.S. Bankruptcy Code
with the U.S. Bankruptcy Court for the District of
Delaware.  

                The Arbitration Proceeding

On Jan. 12, 2004, Teleglobe Telecom and Teleglobe Inc., filed a
Demand for Arbitration and Statement of Claim against Vartec
Telecom Inc., and Vartec Telecom Holding, which commenced an
arbitration proceeding before the American Arbitration
Association, International Center for Dispute Resolution
(Washington, D.C.).  

In the Arbitration Proceeding, Teleglobe Telecom and Teleglobe
Inc., sought payment of interest due under the Notes and the
recovery of certain tax refunds.  The claims asserted in the
VarTec Proofs of Claim also became a part of the Arbitration
Proceeding.  On Oct. 26, 2004, the Arbitration Panel in the
Arbitration Proceeding transmitted their interim award, and the
Panel retained jurisdiction over the Arbitration Proceeding until
Oct. 4, 2005.

                Summary of the Settlement Agreement

The Debtors and the Teleglobe Entities entered into the Settlement
Agreement to settle and resolve all claims asserted between each
of them arising out of the Purchase Notes, the Teleglobe Proofs of
Claim, the Teleglobe Released Tax Claim, Vartec Solutions Claims,
the VarTec Proofs of Claim and the VarTec Released Tax Claim.

Under the terms of the Settlement Agreement:

  1) the Teleglobe U.S. Entities will each have two allowed
     general unsecured claims in the VarTec bankruptcy cases, with
     one allowed claim $175 million against Vartec Telecom Holding
     and its chapter 11 estate and one allowed claim of
     $175 million against Vartec Telecom Inc., and its chapter 11
     estate;
        
  2) Teleglobe Inc., will have two allowed general unsecured
     claims in the VarTec Bankruptcy Cases, with one allowed claim
     of $10 million against Vartec Holding and its chapter 11
     estate, and one allowed claim of $10 million against VarTec
     Inc., and its chapter 11 estate;

  3) the VarTec Entities will  be deemed to have withdrawn, with
     prejudice, the VSI Claims and the VarTec Proofs of Claim, and
     the Teleglobe U.S. Entities and Teleglobe Inc., will be
     deemed to have withdrawn, with prejudice, the Teleglobe
     Proofs of Claim; and

  4) on the Settlement Agreement's Effective Date, the VarTec
     Entities will pay Teleglobe Telecom Corp., for the benefit of
     itself and Teleglobe Holdings (U.S.) Corp., the sum of
     $300,000 from the Teleglobe Account.

A full-text copy of the Settlement Agreement is available at no
charge at:

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

The Court will convene a hearing at 2:30 p.m., on Sept. 29, 2005,
to consider the Debtors' request.

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: Prices $175 Million 6-3/8% Senior Notes
-------------------------------------------------------
Videotron Ltee, a wholly-owned subsidiary of Quebecor Media Inc.,
priced its previously announced private placement of Senior Notes.
The offering will consist of $175 million aggregate principal
amount of unsecured 6-3/8% Senior Notes due December 15, 2015.  
The Senior Notes will be sold at a small discount to their face
value to yield 6.444%.  The net proceeds of the offering of the
Senior Notes will be used to repay all of the outstanding
indebtedness under Videotron's secured revolving credit facility,
to pay a dividend to Quebecor Media, and the balance, if any, will
be applied to general corporate purposes.

These new Senior Notes have not been and will not be registered
under the United States Securities Act of 1933, as amended, or the
U.S. Securities Act, and may not be offered or sold within the
United States except pursuant to a registration statement or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act.

Videotron Ltee -- http://www.videotron.com/--, a wholly owned  
subsidiary of Quebecor Media Inc., is an integrated communications
company engaged in cable television, interactive multimedia
development, Internet access services and residential telephone
service.  Videotron is a leader in new technologies with its
illico interactive television system and its broadband network,
which supports high-speed cable Internet access, analog and
digital cable television, and other services.  Videotron serves
1,459,000 cable television customers in Quebec; including over
411,000 illico customers as of August 31, 2005. Videotron is also
the Quebec leader in high-speed Internet access, with 591,000
customers to its cable modem and dial-up services.  Videotron
provides residential telephone service to more than 75,000
customers in Montreal, Quebec City, Laval and Montreal South
Shore.

                       *     *     *

Standard & Poor's Ratings Services currently rates the Company's
6-7/8% Senior Notes at B+.


VIRBAC CORP: Renegotiates Credit Facility with Major Shareholder
----------------------------------------------------------------
Virbac Corporation (OTC Pink Sheets: VBAC) successfully
renegotiated and extended its revolving credit facility with its
lenders and executed an extension of its borrowings with Virbac
S.A., its majority shareholder.

The Credit Agreement currently provides for total borrowings of up
to $15 million, the availability of which is determined by a
borrowing base formula equal to a specified percentage of the
Company's eligible accounts receivable and inventory plus an
assigned value to both its Bridgeton, Missouri and Fort Worth,
Texas facilities.  The accounts receivable, inventory, equipment
and intangibles of the Company, as well as the real property of
the Bridgeton and Ft. Worth facilities have been pledged as
collateral under the Credit Agreement.

In 2003, the Credit Agreement was also used to fund the Delmarva
and King acquisitions.  The Company had planned to substitute the
additional short-term borrowing for these acquisitions with a
longer-term facility at more favorable rates.  However, shortly
after completing these acquisitions, the Company informed its
lenders that it was not able to meet its Sept. 30, 2003 Form 10-Q
reporting period covenant.  On Nov. 12, 2003, the Company received
a 90-day waiver from its lenders for non-compliance of the
September 30, 2003 Form 10-Q reporting period covenant.  The
waiver expired on Feb. 10, 2004.  Subsequent to this date, the
Company entered into an amendment to the Credit Agreement whereby
the maturity date was extended to April 5, 2004.  Additionally, it
was determined during this period that the Company was not in
compliance with certain financial covenants and that its
borrowings were in excess of its borrowing base.

On April 9, 2004, the Company entered into a Forbearance Agreement
under its Credit Agreement with its lenders and agreed to a
standstill period with a termination date of May 10, 2004.
Under key terms of the Forbearance Agreement the lenders agreed
not to:

     (i) file or join in the filing of any involuntary petitions
         in bankruptcy with respect to the Company;

    (ii) seek to collect or enforce against the Company by
         litigation or other legal proceedings any payment or
         other obligation due under the Credit Agreement; or

   (iii) exercise or enforce any right or remedy against the
         Company to which the lenders would be entitled by reason
         of any event of default under the terms of the Credit
         Agreement.

The Company agreed that during the standstill period it would make
additional payments of principal to reduce the amount of
outstanding borrowings under the Credit Agreement by approximately
$7.0 million, which were in excess of the Company's borrowing
base, as defined in the Credit Agreement.  From May 10, 2004
through May 6, 2005, the Company entered into various amendments
to the Forbearance Agreement the purpose of which was to extend
the term and reduce the amount available under the facility
ultimately to $15 million.

On Aug. 22, 2005, the Company and its lenders terminated the
Forbearance Agreement and entered into the eighth amendment to the
Credit Agreement.  Key terms of the Eighth Amendment include:

   -- aggregate facility of $15 million,

   -- interest at prime, as defined by the Credit Agreement plus
      1/2%,

   -- compliance with certain key financial covenants,

   -- a maturity date of Sept. 30, 2006, and

   -- the waiver of any existing events of default.

At Aug. 15, 2005, the total borrowings under the Credit Agreement
were $9 million, availability was $6 million and management
believes the Company was in compliance with all covenants.

The Company's cash requirements during 2004, and continuing into
early 2005, have been unusually high due to:

   -- elevated legal fees associated with the internal
      investigation initiated by the Audit Committee in late 2003;

   -- the Restatement and related audits of the Company's
      historical financial statements;

   -- the SEC investigation; and

   -- the shareholder lawsuits.

PricewaterhouseCoopers LLP disclosed in its Audit Report that the
outcome of the securities litigation may have a material adverse
effect on the Company.

To date the Company has been able to fund these additional cash
requirements from operating cash flows, the VBSA Notes and
insurance coverage provided by its directors and officers'
insurance policy.

Further, under the terms of the Credit Agreement, the Company is
prohibited from paying dividends without the consent of the
Company's lenders.

A full-text copy of the amended Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?173

Virbac Corporation -- http://www.virbaccorp.com/-- located in  
Fort Worth, Texas, markets leading veterinary products under the
brand names of Soloxine(R), C.E.T.(R) Home Dental Care, the
Allerderm line of dermatology products, IVERHART(TM) PLUS Flavored
Chewables, and Preventic(R).


VOUGHT AIRCRAFT: S&P Places B+ Corporate Credit Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on Vought Aircraft Industries
Inc. on CreditWatch with negative implications.  The CreditWatch
follows a strike at Boeing Co.'s commercial aircraft operations,
which account for around 30% of Vought's revenues.
      
"A prolonged strike could result in a material deterioration in
revenues, earnings, and cash flows, further weakening the
company's already poor financial measures," said Standard & Poor's
credit analyst Christopher DeNicolo.  The impact of the strike
could be mitigated somewhat by earnings and cash flows from
Vought's other operations and satisfactory near-term liquidity.
     
The company had full availability under its $150 million revolving
credit facility and almost $60 million in cash at June 30, 2005.
There are no significant debt maturities until 2011.  Standard &
Poor's will monitor the situation, including efforts by the
company to conserve cash, to determine the effect on credit
quality.  Two other aerostructures suppliers, Spirit AeroSystems
Inc. and Primus International Inc., are also on CreditWatch with
negative implications as a result of the Boeing strike.
     
Vought is one of the largest independent producer of
aerostructures for:

   * commercial (around 50% of revenues),
   * military (33%), and
   * business (17%) aircraft.

Structures manufactured by Vought include:

   * wings,
   * fuselages, and
   * tail sections.  

Vought manufactures structures for the C-17 military transport and
V-22 tilt rotor aircraft and is likely to benefit from high levels
of defense spending.  The firm recently won a contract to produce
the cabin for Sikorsky's Black Hawk helicopters, which could
provide $1.4 billion of revenues through 2019.  Vought has also
seen increased revenues related to business jets.  Vought
acquired Aerostructures Corp. in a stock and cash deal in July
2003, improving customer diversity somewhat.


YANG YI: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtors: Yang Shik & Sea Young Kim Yi
         dba Pocono Springs Motor Lodge
         HCR 1 Box 1
         Mt. Pocono, Pennsylvania 18344

Bankruptcy Case No.: 05-55268

Type of Business: The Debtors operate a lodge located in
                  Monroe, Pennsylvania.

Chapter 11 Petition Date: September 12, 2005

Court: Middle District of Pennsylvania (Wilkes-Barre)

Judge: John J. Thomas

Debtors' Counsel: Sam Y. Hwang, Esq.
                  Hwang Law Firm LLC
                  550 Township Line Road, Suite 400
                  Blue Bell, Pennsylvania 19422
                  Tel: (610) 680-2319
                  Fax: (610) 680-2319

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


W.R. GRACE: New Offices & Service Center in Shanghai & Beijing
--------------------------------------------------------------
Rachel Sams, writing for The Wall Street Journal, relates that
W.R. Grace & Co. is opening headquarters and a technical service
center in China to serve the building market.

In a news release, Company officials say sales have grown by 30%
for the first half of 2005 in its Chinese market, necessitating an
adjustment in Grace's operations.

The Company's new office in Shanghai consolidates four separate
offices, while the technical service center in Beijing includes
chemical and physical testing labs for cement and cement
additives, as well as physical testing facilities for concrete and
concrete admixtures, Ms. Sams relates.

Ms. Sams relates that Grace's products were used in the building
that houses its new headquarters, the K Wah Center in downtown
Shanghai, as well as the country's Hangzhou Bay Bridge, Maglev,
Plaza 66 and Grand Gateway.  

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 93; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WALTER INDUSTRIES: Moody's Rates New $625 Mil. Facilities at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Walter
Industries, Inc.'s proposed $625 million senior secured credit
facilities and a B2 rating to Mueller Group, Inc.'s proposed
$1.050 billion senior secured credit facilities.  Moody's has also
downgraded Walter's corporate family rating to Ba3 from Ba2 and
its $175 million in senior subordinate notes to B2 from B1.

In addition, Moody's has confirmed Mueller's B2 corporate family
and Caa1 senior subordinated ratings.  All of the ratings outlooks
are stable.  This concludes the review initiated on both Walter
and Mueller on June 20, 2005, following Walter's announcement of
its intent to acquire Mueller for an aggregate value of
approximately $1.9 billion.

The ratings are contingent upon Moody's review of final
documentation and the successful repayment of the current senior
secured credit facilities at both Walter and Mueller and the
second lien senior secured notes at Mueller.  Upon successful
completion of this repayment, Moody's will withdraw the ratings on
those facilities and notes, which until then will retain ratings
that are consistent with this rating action.  Moody's believes it
is unlikely that Mueller's $315 million in senior subordinated
notes and Mueller Water Product's $116 million in senior discount
notes will be put back to the company.  However, should they be
put back, the company has sufficient backstop liquidity, in the
form of underwritten bridge credit facilities, to refinance them
as well.

Although Mueller, which will consist of both Mueller and Walter's
U.S. Pipe business following the closing of the transaction, will
be a wholly-owned subsidiary of Walter, Moody's has rated both
companies on a stand-alone basis with separate corporate family
ratings given separate credit agreements with guarantees and
security interests in distinct operating assets and protective
financial covenants and separate SEC and creditor reporting
requirements.  In addition, given the amount of financial leverage
at both companies and capital spending requirements for a mine
expansion at Walter, Moody's believes it is unlikely either
company will have the financial flexibility to meaningfully
support the other entity if it were to experience financial
distress.

The downgrade of Walter's ratings reflects:

   * the company's higher financial leverage and reduced financial
     flexibility associated with the loss of business diversity
     from the contribution of its U.S. Pipe business to Mueller;

   * the cyclicality of its remaining business segments, coal
     mining, homebuilding and mortgage financing; and

   * high capital spending requirements associated with its mine
     expansion.

The ratings are supported by Moody's expectation that financial
leverage will decrease given the considerable cash flow benefits
from high metallurgical coal prices, which Moody's anticipates
will remain relatively high in the near term.  In addition,
despite Moody's expectation for continued softness in its own
homebuilding business due to:

   * weak demand for build-on-your-lot homes;

   * labor scheduling problems;

   * outdated models;

   * poor weather; and

   * a low interest rate environment that has enabled potential
     customers to afford housing beyond the $50,000 to $150,000
     price range of Jim Walter Homes

the company should continue to benefit from a robust mortgage
finance market.  

Moody's expects that higher interest rates could adversely impact
the homebuilding and mortgage finance businesses given the company
has had to substitute the recent increase in mortgage origination
from third party homebuilders and mortgage companies due to
weakness in its homebuilding business.  In addition, should the
third party source of mortgage origination diminish in a rising
interest rate environment, Moody's believes it is unlikely that
operating improvement in homebuilding and the corresponding
mortgages it would originate, given many prospective homeowners
would no longer be able to afford more expensive homes, would be
significant enough to make up for any potential revenue shortfall.

Moody's believes Walter's stable ratings outlook relies heavily on
its coal operations and its improved cash flow, which is an
important potential risk due to the possibility of future met coal
price declines, normal reserve depletion, ongoing cost pressures,
and the company's $135 million investment to expand met coal
production at its Mine No. 7.  Given these considerations and the
cyclicality of Walter's businesses, the stable outlook reflects
Moody's expectation that, by the end of 2006, management will
decrease financial leverage by reducing debt-to-EBITDA below 3.0x
and improving retained cash flow-to-debt and free cash flow-to-
debt (excluding the cost of its mine expansion) above 20% and 10%,
respectively.  In addition, the stable outlook presumes EBIT
interest coverage will above 4.0x.

Conversely, Walter's ratings and/or outlook may be pressured if it
becomes clear to Moody's that the company will fall short of
achieving the ratios listed above before the end of 2006 due to:

   * a precipitous decline in coal prices;

   * investments to increase production at Mine No. 7 are greater
     than anticipated;

   * the homebuilding segment does not improve; or

   * the company's mortgage operation experiences a material
     increase in its loss ratios.

Although the company's ratings are currently considered weakly
positioned for the rating category, they may improve if the
company is able to build a business model that leads Moody's to
anticipate lower business risk and higher stability in its cash
flow generation.

Despite an increase in Mueller's financial leverage, with an
additional $500 million in debt and approximately $50 million in
EBITDA from the contributed U.S. Pipe business, Moody's has
confirmed the current ratings due to improved operating
performance reflecting continued strength in residential
construction and increased spending from municipalities and non-
residential construction markets.  In addition, the companies have
been successful at implementing additional operating efficiencies
and cost rationalization resulting in improving operating margins.

Mueller's ratings are supported by the company's leading market
positions with significant barriers to entry, an extensive
distribution network and limited competition, particularly within
water infrastructure products.  Mueller and U.S. Pipe's businesses
are complementary with little overlap in the manufacturing and
distribution of flow control products for water and gas
distribution and piping system products.  

Moody's notes that both Mueller and U.S. Pipe have been successful
in improving operating results by lowering their cost structures
through innovative manufacturing techniques and facility
consolidation.  Mueller's ratings also incorporate:

   * the business risks associated with higher input costs;

   * increasing import competition, particularly for non-
     specifiable piping products; and

   * any potential decrease in construction market growth.

Mueller's stable outlook reflects Moody's expectation that the
company will generate at least $300 million in EBITDA and $100
million of free cash flow in 2006, implying debt-to-EBITDA above
5.0x and free cash flow-to-debt of about 6%.  Should debt-to-
EBITDA increase above 6.0x and/or free cash flow deteriorate to
breakeven levels, or should Mueller be tapped for additional cash
distributions or undertake meaningful debt financed acquisition
activity, a ratings downgrade would be likely.  

Conversely, if the company reduces consolidated leverage to less
than 5.0x on a sustainable basis while consistently generating a
free cash flow-to-debt above 5%, Moody's may consider raising the
outlook or ratings.

Moody's believes both companies will have adequate liquidity with
Walter maintaining a $200 million 5-year revolver and Mueller
maintaining a $125 million 5-year revolver.

Walter Industries, Inc., based in Tampa, Florida, is a diversified
company with revenues of $1.5 billion, excluding Mueller.  The
Company is:

   * a leader in affordable homebuilding, related financing, and
     water transmission products; and

   * a significant producer of high-quality metallurgical coal
     for worldwide markets.

Based in Decatur, Illinois, Mueller is a leading North American
full line supplier of water infrastructure and flow control
products for use in:

   * water distribution networks,
   * water and wastewater treatment facilities,
   * gas distribution systems, and
   * piping systems.

Its principal products are:

   * fire hydrants,

   * water and gas valves,

   * and a complete range of pipe fittings, coupling hangers and
     related products.

For the twelve-month period ending April 2, 2005, Mueller reported
annual sales, operating income, and net income of $1.1 billion,
$138 million, and $33.8 million, respectively.


WESTPOINT STEVENS: Settles Fund Dispute With GSC Partners, et al.
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on   
August 10, 2005, Wilmington Trust Company as agent for the Second
Lien Lenders filed a "Motion for an Order Dissolving the Adequate
Protection Escrow, Releasing Escrowed Adequate Protection
Payments and Reinstating Direct Payment to the 2nd Lien Agent."

Among the issues tendered by the Escrow Motion is the value of the
Second Lien Lenders' interest in WestPoint Stevens, Inc. and its
debtor-affiliates' interest in the Collateral at one or more
points in time.  The Second Lien Obligations have been traded
before and during these Chapter 11 cases, and those trades provide
evidence of the value at issue.

On April 19, 2005, GSC Partners, Pequot Capital Management, Inc.,
and Perry Principals LLC served a subpoena on the Second Lien
Agent seeking records concerning transfers of the Second Lien
Obligations.  The Second Lien Agent produced documents responsive
to the Funds' subpoena, showing, among other things, that on
June 3, 2003, there was a transfer by Satellite Senior Income
Fund, LLC, to Satellite Senior Income Fund II, LLC, of about
$63,500,000 of debt under the Second Lien Credit Agreement.

On May 23, 2005, the Funds served a subpoena on Satellite seeking
production of any documents relating to the price at which the
debt was transferred, any valuations, appraisals, or fairness
opinions that relate to the second lien debt held by Satellite,
and any documents relating to the value recorded in Satellite's
financial records with respect to that debt.  Satellite and the
Funds engaged in several discussions related to compliance with
the subpoena and, while counsel for the Funds agreed not to make
public disclosure of the information produced in response to the
subpoena, no other agreement was reached.

Because Satellite's failure to comply with the subpoena has caused
a substantial reduction of the Funds' time to prepare for the
hearing on the Escrow Motion, a sanction against Satellite is
appropriate, Mr. Thompson contends.

Accordingly, the Funds ask the U.S. Bankruptcy Court for the
Southern District of New York to:

    (a) preclude Satellite from contesting the amount and
        arm's-length nature of the transaction between the two
        Satellite Income Funds; and

    (b) award the Funds attorney's fees not to exceed $5,000.

                            *    *    *

The Motion has been resolved by a stipulation between the parties,
Mark Thompson, Esq., at Simpson Thatcher & Bartlett LLP, notifies
the Court.  The hearing on this Motion has been cancelled, Mr.
Thompson says.

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)


WILLIAM LIPSKY: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William M. Lipsky
        977 Marcel Road
        Baldwin, New York 11510

Bankruptcy Case No.: 05-86197

Chapter 11 Petition Date: September 12, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Joyce Glass, Esq.
                  LaMonica Herbst & Maniscalco, LLP
                  3305 Jerusalem Avenue
                  Wantagh, New York 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Chase Bank One                                          $914,100
Card Member Services
P.O. Box 15153
Wilmington, DE 19886-5153

Cynthia Lipsky                   Value of Collateral:   $503,000
91 Tulip Avenue                  $500,000
Floral Park, NY 11001

Tuition Management Systems                               $23,333
P.O. Box 0169
Cincinnati, OH 45274-0169

MBNA                                                     $19,000

Chase Bank One                                           $18,000

Capital One                                              $11,000

Citi Advantage                                            $8,000

Bank of America                                           $5,000

Providian                                                 $2,100

Discover                                                  $1,400

American Express                                            $400


WINN-DIXIE: Panel Does Not Oppose Extension of Exclusive Periods
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 22, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to further extend their exclusive periods to:

   -- file a plan of reorganization to Dec. 19, 2005; and
   -- solicit acceptances of that plan to Feb. 20, 2006.

                      Committee's Statement

Given the current stage in the Debtors' Chapter 11 cases and the
anticipated timeline, the Official Committee of Unsecured
Creditors tells Judge Funk that they do not oppose the Debtors'
request for an extension of their exclusive periods.  However,
the Committee believes that it does not foresee the need for any
further extensions of the Exclusive Periods given current facts
and circumstances.

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: Three Landlords Object to Lease Decision Extension
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 23, 2005, Winn-Dixie Stores, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Middle District of Florida
to further extend to Dec. 19, 2005, the period within which they
must assume, assume and assign or reject unexpired real property
leases.

                            Objections

(1) Deutsche Bank

Deutsche Bank Trust Company Americas, formerly known as Bankers
Trust Company, is:

    (i) Pass-Through Trustee under the Amended and Restated Pass-
        Through Trust Agreement (Winn-Dixie Pass-Through
        Certificates, Series 1999-1), dated as of February 1,
        2001, among Bankers Trust Company, as Indenture Trustee,
        First Union National Bank (now known as Wachovia Bank,
        N.A.), as Servicer, and Bankers Trust Company, as Pass-
        Through Trustee; and

   (ii) Indenture Trustee under each Indenture.

In the transaction contemplated by the Pass-Through Trust
Agreement, certain of the Debtors sponsored the issuance of over
$402 million in securities denominated "Winn-Dixie Pass-Through
Certificates, Series 1999-1" of which $378.8 million remains
outstanding.

Richard J. Bernard, Esq., at Nixon Peabody, LLP, in New York,
tells the Court that the Certificates represent undivided
interests in a pool of notes, which are secured, inter alia, by:

    (a) mortgages on 15 manufacturing, warehouse and office
        properties each owned by a special purpose entity and
        leased, under 15 separate leases, to Winn-Dixie Stores,
        Inc., or its wholly owned subsidiary and fully guaranteed
        by the parent corporation, and

    (b) assignments of those leases.

According to Mr. Bernard, the Offering Memorandum for the
Certificates, dated August 16, 1999, states that the leased
facilities then had an aggregate appraised value of over
$421 million.

To date, Mr. Bernard says, the Debtors have rejected three of the
Leases but have not communicated substantively with Deutsche Bank
concerning their intentions as to the 12 unrejected Leases.

Deutsche Bank does not object to the requested extension of the
Debtors' lease decision period but wishes to inform the Court and
the Debtors that it believes that any additional extension of the
time to assume or reject the Leases beyond December 19th will
materially harm the interests of the holders of the Certificates,
as the beneficiaries of the Leases.

Accordingly, Deutsche Bank currently intends to object to any
further extension of the time to assume or reject the
Leases beyond Dec. 19, 2005.

Mr. Bernard explains that the majority of the leaseholds securing
the Certificates are large warehouse and distribution centers and
manufacturing facilities that must be carefully and painstakingly
marketed to a limited universe of possible lessees or buyers in
order to maximize value to the interest holders and minimize
damage claims against the Debtors' estates.

Many of those properties, Mr. Bernard relates, are in locations
where obvious substitute tenants require time and professional
help to locate.

"Until the Debtors decide, or are compelled to decide, the
landlord is effectively handcuffed," Mr. Bernard says.

(2) PMG Ocean

PMG Ocean Associates, LP, is the landlord of Winn-Dixie's store
at the Charleston Square shopping center.

David Wander, Esq., at Wander & Associates, P.C., in New York,
points out that Winn-Dixie has already decided to assume its
lease dated February 27, 1996, for the Charleston Square store.

Mr. Wander tells Judge Funk that the store, which is located in
Palm Beach, Florida, is in the Debtors' core market and the rent
under the Lease is dramatically below market.  The Charleston
Square store is one of Winn-Dixie's most profitable stores, he
adds.

According to PMG Ocean, Winn-Dixie is unlikely to reject the
Lease.

"If there is no reasonable scenario under which the Debtor will
reject the lease, then the Debtor cannot meet its burden of
establishing the requisite 'cause' for a further extension of
time under [Section 365(d)(4) of the Bankruptcy Code] to make a
decision whether to assume or reject the lease," Mr. Wander says.

PMG Ocean believes that the sole purpose of the Debtors' request
as it pertains to the Lease, can only be to delay payment of the
lease arrears.  Mr. Wander reports that Winn-Dixie owes almost
$300,000 in unpaid rent and additional rent, consisting of real
estate taxes and common area charges.

Mr. Wander reminds the Court that Winn-Dixie has hired very
experienced real estate advisors who have already been paid a lot
of money to analyze all of the Debtors' leases.  Presumably, a
complete analysis of the Lease has been made.

Thus, PMG Ocean asks Judge Funk to deny the Debtors' request.  In
the alternative, PMG wants the hearing on the Debtors' request
adjourned so it can conduct limited discovery.

(3) Eagle Harbor, et al.

Eagle Harbor Investors, LLC, owns a store -- Store #103 --
identified in the Debtors' Strategic Plan as one of the stores to
be retained.

The Debtors lease the Eagle Harbor property pursuant to a Lease
dated July 16, 1998, and Supplemental Lease Agreement dated
August 1, 1999.

Earl M. Barker, Jr., Esq., at Slott, Barker & Nussbaum, in
Jacksonville, Florida, relates that Eagle Harbor has sought
refinancing in connection with the property.  As part of the
refinancing transaction and in compliance with its Lease, Eagle
Harbor has asked Winn-Dixie to execute a Subordination,
Nondisturbance and Attornment Agreement and an Estoppel
Certificate.

But the Debtors refuse to sign an SNDA because of alleged
uncertainty attributable to their Chapter 11 cases and refuse to
give an estoppel certificate unless Eagle Harbor agrees to waive
its right to object to the Debtors' positions taken in connection
with its Lease, Mr. Barker tells the Court.

Mr. Barker contends that the Debtors' failure to sign the
requested documents:

    -- interferes with Eagle Harbors' refinancing,

    -- impedes Landlord from conducting its business in the normal
       course, and

    -- has resulted in imposition on Eagle Harbor of stringent
       post-closing duties.

Furthermore, Mr. Barker continues, the Debtors' failure to assume
or reject the Eagle Harbor Lease prevents Eagle Harbor from
enforcing its Lease in the normal course of its business.

"Landlords should not be kept in suspense while Debtors reflect
upon decisions they allegedly have already made and while Debtors
refuse commercially reasonable requests because of uncertainties
based upon indecision for which Debtors are responsible."

Thus, Eagle Harbor, together with Victory Real Estate
Investments, LLC, and Victory Investments, Inc., asks the Court
to deny the Debtors' request.  In the alternative, the Landlords
ask Judge Funk to shorten the Debtors' time for assumption or
rejection of leases as it specifically relates to Eagle Harbor
Investors, LLC.

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: Court Approves Ebbers Settlement Agreement
--------------------------------------------------------
Judge Gonzalez approves the Ebbers Settlement Agreement in its
entirety.  The U.S. Bankruptcy Court for the Southern District of
New York stays that Adversary Proceeding No. 04-03389(AJG) until
further Court order.

As previously reported in the Troubled Company Reporter on   
August 5, 2005, Reorganized WorldCom, Inc. and its debtor-
affiliates asked the Court to approve their settlement agreement
with former WorldCom Chief Executive Officer Bernard J. Ebbers and
the New York State Common Retirement Fund.

The New York Fund is the lead plaintiff and class representative
for the certified class in the case styled In re WorldCom
Securities Litigation, 02 Civ. 3288 (DLC)(S.D.N.Y.) and certain
related intercreditor arrangements with the Class.

Mr. Ebbers is a defendant in the WorldCom Securities Litigation.

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)


* Airlines Asking Congress for $600 Million Tax Break
-----------------------------------------------------
U.S. Airlines asked Congress last week for a $600 million tax
holiday to help them cope with rising fuel costs, John Hughes at
Bloomberg News reports.  The companies want a one-year exemption
from paying a 4.3% tax per gallon of fuel.

James May, president of the Air Transport Association, said in
interviews that he will detail the group's proposal on Wednesday
to the Senate Aviation Subcommittee, which is holding a hearing on
the impact of Hurricane Katrina on the airline industry.

Some airlines, including United Airlines Corp. and Northwest
Corp., have raised airfares to try to lower energy costs.  Fuel
costs, the airlines' second largest expense after labor, averaged
only $11.8 billion from 1992 through 2001, Bloomberg reports.

The carriers also are seeking to exempt fuel surcharges from a
7.5% passenger ticket tax.  Jeff Shane, the Transportation
Department's undersecretary, told Bloomberg, that the agency
wouldn't be able to administratively grant airlines' request for
the surcharge exemption because the agency lacks authority to do
so.

The airlines have asked to put fuel surcharges in the fine print
of ads instead of printing them in the main print of
advertisements as required by law.  They believe that by
separating the costs, Congress will be convinced that fuel charges
shouldn't be taxed.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
ACCO Brands Corp        ABD         (28)         878     (364)
Abraxas Petro           ABP         (43)         106       (5)
AFC Enterprises         AFCE        (44)         216       52
Alliance Imaging        AIQ         (52)         621       43
Amazon.com Inc.         AMZN        (64)       2,601      782
AMR Corp.               AMR        (615)      29,494   (2,230)
Atherogenics Inc.       AGIX        (76)         235      213
Biomarin Pharmac        BMRN       (110)         167       (4)
Blount International    BLT        (220)         446      126
CableVision System      CVC      (2,430)      10,111   (1,607)
CCC Information         CCCG       (107)          96       20
Centennial Comm         CYCL       (480)       1,447       59
Choice Hotels           CHH        (185)         283      (36)
Cincinnati Bell         CBB        (625)       1,891      (18)
Clorox Co.              CLX        (553)       3,617     (258)
Compass Minerals        CMP         (81)         667      129
Crown Media HL-A        CRWN        (34)       1,289     (130)
Delphi Corp.            DPH      (4,392)      16,511      256
Deluxe Corp             DLX        (124)       1,508     (276)
Denny's Corporation     DENN       (260)         494      (73)
Domino's Pizza          DPZ        (574)         420      (21)
Echostar Comm-A         DISH       (972)       7,281      269
Emeritus Corp.          ESC        (123)         720      (43)
Foster Wheeler          FWLT       (490)       2,012     (175)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (34)       1,006      264
I2 Technologies         ITWO       (153)         386      124
ICOS Corp               ICOS        (57)         243      160
IMAX Corp               IMAX        (38)         241       27
Intermune Inc.          ITMN         (7)         219      133
Investools Inc.         IED         (22)          56      (47)
Isis Pharm.             ISIS       (124)         147       46
Kulicke & Soffa         KLIC        (44)         365      182
Lodgenet Entertainment  LNET        (72)         275       15
Lucent Tech Inc.        LU          (70)      16,437    2,517
Maxxam Inc.             MXM        (681)       1,024      103
Maytag Corp.            MYG         (77)       3,019      398
McDermott Int'l         MDR        (140)       1,489      123
McMoran Exploration     MMR         (39)         377      135
Nexstar Broadc - A      NXST        (51)         684       27
Northwest Airline       NWAC     (3,563)      14,352   (1,392)
NPS Pharm Inc.          NPSP        (98)         310      215
ON Semiconductor        ONNN       (346)       1,132      270
Owens Corning           OWENQ    (8,225)       7,766    1,391
Primedia Inc.           PRM        (771)       1,506       16
Qwest Communication     Q        (2,663)      24,070    1,248
Revlon Inc. - A         REV      (1,102)         925       70
Riviera Holdings        RIV         (27)         216        5
Rural/Metro Corp.       RURL       (184)         221       18
Ruth's Chris Stk        RUTH        (49)         110      (22)
SBA Comm. Corp.-A       SBAC        (50)         857       19
Sepracor Inc.           SEPR       (201)       1,175      717
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (76)         414       56
Vector Group Ltd.       VGR         (33)         527      173
Verifone Holding        PAY         (36)         248       48
Vertrue Inc.            VTRU        (50)         451      (81)
Weight Watchers         WTW         (36)         938     (266)
Worldspace Inc.-A       WRSP     (1,720)         560   (1,786)
WR Grace & Co.          GRA        (605)       3,423      811

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo 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 ***