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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

         Friday, September 23, 2005, Vol. 9, No. 226

                          Headlines

AAIPHARMA INC: Hires Three New Executives
ADELPHIA COMMS: Hiring Tauber & Balser as Forensic Accountant
AMERICAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
AMERICAN SOFTWARE: To Appeal Nasdaq Delisting Notification
AMERUS GROUP: Prices $150 Million Public Equity Placement

APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 15
APCO LIQUIDATING: Meeting of Creditors Slated for Sept. 30
ASARCO LLC: Encycle to Convert to Ch. 7 Due to Hurricane Rita
ASARCO LLC: Wants to Obtain $75MM of DIP Financing from CIT Group
ATA AIRLINES: Gets Interim Okay to Extend Plan Filing Period

ATHLETE'S FOOT: Secures Open-Ended Period to Decide on Leases
BIOLASE TECH: Gets Favorable Court Rulings on Infringement Suit
BMC INDUSTRIES: Settles $13 Million PBGC Claim
BMC INDUSTRIES: Turns to Deloitte Tax for Special Tax Services
BOOKS-A-MILLION: Faces Possible Delisting Due to Reporting Delay

BROCADE COMMS: Asks Nasdaq for Nov. 15 Financial Filing Extension
BRUCE OWENS: Case Summary & 13 Largest Unsecured Creditors
CANAL CAPITAL: Auditors Express Going Concern Doubt
CARDIAC SERVICES: GECC Doesn't Want Cash Collateral Use Extended
CATHOLIC CHURCH: Ct. Sets Spokane's Evidentiary Hearing on Nov. 17

CATHOLIC CHURCH: Spokane Cash Mgt. Order Hearing Set for Nov. 14
CATHOLIC CHURCH: Tucson Declares Third Amended Plan Effective
CENTENNIAL COMMS: S&P Places B- Corporate Credit Rating on Watch
CENTURY/ML CABLE: Court Disallows U.S. Bank's $5 Billion Claim
CHAPARRAL STEEL: Earns $17.8 Million of Net Income in 1st Quarter

CHART INDUSTRIES: S&P Rates Proposed $170 MM Sr. Sub. Notes at B-
CHART INDUSTRIES: Moody's Rates Proposed $170 Million Notes at B3
CHEMTURA: Expects Operating Income to be $40M Lower than Expected
CHOICE COMMUNITIES: Wants to Extend Plan Filing Period to Oct. 3
CKE RESTAURANTS: Earns $8.4 Million of Net Income in 2nd Quarter

COLLINS & AIKMAN: Asks Court to Deny Visteon Set-Off Plea
COLLINS & AIKMAN: Has Until Jan. 12 To File Reorganization Plan
COLLINS & AIKMAN: Debtors Complete Analysis of Reclamation Claims
CONSTAR INT'L: William S. Rymer Resigns as Executive VP & CFO
CONSTAR INT'L: Moody's Reviews $175 Mil. Sub. Notes' Junk Rating

CORNING INC: Names McNaughton SVP for Int'l & Strategic Ventures
COTT CORP: S&P Puts B+ Subordinated Debt Rating on Negative Watch
COTT CORP: Moody's Places Ba2 Corporate Family Rating on Review
CREDIT SUISSE: Fitch Holds BB Rating on $17.9 Mil. Class J Certs.
CWMBS INC: Fitch Affirms Low-B Rating on Two Certificate Classes

DELPHI CORP: $300 Million Undrawn Under $1.8 Billion Revolver
DELTA AIR: Court OKs Assumption & Renewal of Six Agreements
DELTA AIR: Cutting 9,000 Jobs to Target $3 Billion More Savings
DELTA AIR: Digitas Writes Off $4 Million Receivable as a Bad Debt
DELTA AIR: Wants Debevoise Plimpton as Special Counsel

DIGITAL LIGHTWAVE: Borrows $500,000 from Optel Capital
DONOBI INC: Reports $281,930 Net Loss in Quarter Ended July 2005
EASTMAN KODAK: Moody's Downgrades Senior Unsecured Rating to B1
EDISON MISSION: Moody's Upgrades Sr. Secured Notes Rating to Ba1
EDWARD COUVRETTE: List of 10 Largest Unsecured Creditors

ENTERGY NEW ORLEANS: S&P Lowers Corporate Credit Rating to CCC+
ENTRAVISION COMMS: Extends Tender Offer for Sr. Notes to Sept. 29
FOAMEX INT'L: Bankruptcy Filing Prompts Nasdaq to Delist Stock
FOAMEX INT'L: Court Grants Interim Access to $240-Mil DIP Loan
FEDERAL-MOGUL: Gets Court Nod to Enter into Amended IBM Agreements

FISCHER IMAGING: Urges Vote on Merger to Avert Bankruptcy Filing
FLINTKOTE COMPANY: Wants $38MM Insurers Settlement Pact Approved
FOSS MANUFACTURING: Bernstein Shur Approved as Local Counsel
FOSS MANUFACTURING: Look for Bankruptcy Schedules on November 2
FOSTER WHEELER: Class A and Class B Warrants Become Exercisable

FREMONT GENERAL: S&P Raises Counterparty Credit Rating to B+
GE COMMERCIAL: Fitch Retains Low-B Rating on Six Cert. Classes
GLASS GROUP: Sells Two Assets to Kimble Glass for $20 Million
GLOBALNET INT'L: Inks Debt Settlement & Release Pact with MCI
GMAC COMMERCIAL: Fitch Affirms Low-B Rating on Six Cert. Classes

GOODYEAR TIRE: Exploring Sale of Engineered Products Business
HALLCRAFT'S INDUSTRIES: Voluntary Chapter 11 Case Summary
HASTINGS MANUFACTURING: Section 341(a) Meeting Slated for Oct. 19
HUFFY CORP: Has Until October 17 to Make Lease-Related Decisions
JETBLUE AIRWAYS: S&P Places BB- Corporate Credit Rating on Watch

JP MORGAN: Fitch Lifts $16.3 Million Class G Certs. 1 Notch to BB
LJSC LTD: Case Summary & 20 Largest Unsecured Creditors
LOEWEN GROUP: Submits Final Report for Six Closing Ch. 11 Cases
MARQUEE HOLDINGS: Moody's Affirms $170 Million Notes' Junk Rating
MCDERMOTT INT'L: Moody's Reviews Junk Senior Debt & Stock Ratings

MIRANT CORP: CSFB & Wachovia Defends WPS Energy's Holding of LOC
MIRANT CORP: Files Amended Plan & Gets $2.35-Bil Exit Financing
MIRANT CORP: Gets Court OK to Enter into New N.Y. Consent Decree
MIRANT CORP: Securities Suit Plaintiffs May Subpoena Troutman
MORGAN STANLEY: Fitch Affirms Low-B Rating on Three Cert. Classes

NADER MODANLO: Files Schedules of Assets & Liabilities
NADER MODALNO: Ridberg Sherbill Approved as Bankruptcy Counsel
NAKOMA LAND: Wants More Time to File Chapter 11 Plan
ORBIT BRANDS: Files Plan of Reorganization in Los Angeles
OWENS CORNING: Wants to Sell Camden Property to Berlin Jackson

PARKWAY HOSPITAL: Wants Removal Period Stretched to February 1
PILGRIM AMERICA: Fitch Retains Junk Rating on Two Cert. Classes
PNC MORTGAGE: Fitch Holds Junk Rating on Two Certificate Classes
POGO PRODUCING: Moody's Rates $350 Million Sr. Sub. Notes at Ba3
PRUDENTIAL MORTGAGE: Fitch Affirms BB+ Rating on $16.8MM Certs.

QWEST COMMS: James Unruh & Wayne Murdy Join Board of Directors
RAILAMERICA TRANSPORTATION: S&P Assigns BB Secured Debt Rating
RUSSELL CORP: Moody's Downgrades Corporate Credit Rating to B+
SALOMON BROTHERS: Fitch Holds Low-B Rating on Two Cert. Classes
SECURITIZED ASSETS: Fitch Holds BB+ Rating on Class B3 Certs.

SIERRA HEALTH: Converting 2-1/4% Sr. Debentures to Common Shares
SILICON GRAPHICS: Wells Fargo & Ableco Commit to Loan $100 Mil.
SIRVA INC: Audit Committee Completes Independent Review
SOLUTIA INC: Court OKs $255M Astaris Venture Sale to Israel Chem.
SOREY FARMS: Has No Known Unsecured Creditors Who Are Not Insiders

SOTHEBY'S HOLDINGS: Moody's Lifts Sr. Unsec. Notes' Rating to B1
SPARTA COMMERCIAL: Posts $1.2MM Net Loss in Quarter Ended July '05
ST. FRANCIS: S&P Affirms Series 1994A Bonds' Rating at BB-
TEKNI-PLEX: Delays Form 10-K Filing Due to Accounting Errors
TFS-DI INC: Case Summary & 2 Largest Unsecured Creditors

TIMKEN CO: Closing Clinton Plant in Automotive Group Restructuring
TORCH: Has Until Oct. 15 to File Plan & Disclosure Statement
TRIAD HOSPITALS: S&P Lifts Corporate Credit Rating to BB from BB-
TRUMP HOTELS: Has Until Oct. 5 to Object to NJSEA Claims
UAL CORP: Files 18th Reorganization Status Report

UNITED FLEET: Section 341(a) Meeting Slated for October 6
US AIRWAYS: Completes Aircraft Sale to Republic Airways
VALLEY CITY: Panel Wants DKW Compensated for Brief Representation
VARIG S.A.: Ansett Wants to Repossess Leased Aircraft
WILLIAMS COS: Settles ERISA Class Action Suit for $55 Million

WODO LLC: Hires CB Richard to Market Denver Commons Properties
WOOD DISCOUNT: List of 20 Largest Unsecured Creditors
WORLDCOM INC: Motion to Bar Carrubba et al. Draws Mixed Emotions
YUKOS OIL: Willing to Sell Some Oil Production Units

* Linda Elliott Joins Glenbrook Partners as Partner
* Sheppard Mullin Names Two Attorneys to Finance Team

* BOOK REVIEW: Titans of Takeover

                          *********

AAIPHARMA INC: Hires Three New Executives
-----------------------------------------
aaiPharma Inc. (PINK SHEETS:AAIIQ) added three new executives to
its management team:

    -- Vito Mangiardi joins the Company as President of North
       American Operations,

    -- Martin Hunicutt joins the Company as Senior Vice President
       of Global Integrated Solutions and

    -- Pete Megronigle joins the Company as Senior Vice President
       of Business Development, North America.

With over 24 years of national and international experience, Mr.
Mangiardi will oversee all of the Company's clinical and non-
clinical operations in North America.  Most recently, Mr.
Mangiardi served as Senior Vice President and Chief Operating
Officer for the Late Phase Unit for Quintiles Transnational, Inc.,
responsible for the management of all aspects of pharmaceutical
development.  Prior to this, Mr. Mangiardi served Quintiles as
Senior Vice President of International Clinical Development
Services.  Additional leadership positions previously held by Mr.
Mangiardi include President and Chief Executive Officer of
Clingenix, Inc., and President and Chief Executive Operating
Officer of Diagnostic Laboratories, Inc.

Mr. Hunicutt returns to aaiPharma to lead the Company's newly
created Global Integrated Solutions division to provide bundled
services according to the needs of existing or evolving market
sectors.  In addition, the division will manage customer service
programs to ensure customer satisfaction, repeat business and
program profitability.  Prior to joining the Company, Mr. Hunicutt
served as Executive Vice President of Marketing and Business
Development for Mylan Bertek Pharmaceuticals, Inc.  Prior to this,
he served as Vice President of Advanced Phase Solutions and Vice
President of Business Development for U.S. Account Management for
Quintiles Transnational, Inc.  From 1994 to 1998, he held
positions of increasing responsibility at aaiPharma, including
Vice President of Marketing, Sales and Business Development,
President of North American Operations, and Executive Vice
President of Global Business Development.

Pete Megronigle will apply twenty seven years of healthcare and
pharmaceutical experience in operations, business development and
sales, evaluation of opportunities, and strategic management to
lead the Company's sales efforts in North America.  Mr. Megronigle
comes to us from Innovex, Inc. where he served as Vice President
and Head of North American Health Management Services.  Previous
positions with Innovex include Regional Vice President of Business
Development Japan & Korea and Vice President and Head of Business
Development North America. Prior to joining Innovex, Mr.
Megronigle served as Director of Client Services for Corning
Besselaar/Covance responsible for business development including
proactive sales, sales management, account management and proposal
development.

"I am very pleased that these talented individuals are joining our
team as we prepare to emerge from Chapter 11 and launch our new
company strategy," stated Dr. Ludo Reynders, President & CEO.  
"They understand our company's opportunity and will add
considerable breadth and depth to our management team. Their
proven management skills and deep knowledge of the industry will
be important assets as we rebuild aaiPharma."

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services    
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.  
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).  
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ADELPHIA COMMS: Hiring Tauber & Balser as Forensic Accountant
-------------------------------------------------------------
On July 18, 2005, Adelphia Communications Corp. and its debtor-
affiliates hired Tauber & Balser, P.C., as an ordinary course
professional.

Because Tauber has exceeded the monthly cap for ordinary course
professionals, the Debtors determined that it is necessary to
employ the firm pursuant to Sections 327(a) and 328 of the
Bankruptcy Code, Rule 2014 of the Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rule 2014-1.

The ACOM Debtors seek the U.S. Bankruptcy Court for the District
of Delaware's authority to employ Tauber as forensic accountants
to provide:

    a. litigation support services to Dechert LLP in connection
       with Dechert's representation of the Debtors in a
       litigation against Deloitte & Touche LLP; and

    b. consulting or expert testimony services, including advising
       the Debtors with regard to the investigation of claims
       asserted by and against Deloitte.

The ACOM Debtors selected Tauber because of its diverse
experience and extensive knowledge in the fields of forensic
accounting and litigation support.

Tauber will be paid on an hourly basis and reimbursed of actual
and necessary expenses incurred.  The firm charges these hourly
rates:

       Key Personnel                  $170 - $440
       Paraprofessionals                      $95
       Associates                     $125 - $135
       Senior Professional Staff      $145 - $165

Pursuant to Tauber's books and records, as of September 12, 2005,
the firm has not received payments and is owed around $202,231
for services rendered and expenses incurred in the ACOM Debtors'
Chapter 11 cases.

Tauber Shareholder, Richard W. Millman, attests that his firm:

    a. does not provide consulting services to any party or hold
       any interest adverse to the ACOM Debtors with respect to
       the matters on which the firm is to be retained; and

    b. has no connection with any potential parties-in-interest
       that would adversely affect the firm's ability to provide
       consulting services to the ACOM Debtors.

To the extent that one of its clients has claims against the ACOM
Debtors, Mr. Millman assures the Court that Tauber would not
provide consulting services to that client in connection with
those claims.   Tauber believes that its consulting services in
wholly unrelated matters would not be "adverse" to the interests
of the ACOM Debtors' in their Chapter 11 cases.

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


AMERICAN ENERGY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American Energy Exchange, Inc.
        5735 East Cork
        Kalamazoo, Michigan 49048

Bankruptcy Case No.: 05-13791

Type of Business: The Debtor manufactures air-to-air plate heat
                  exchangers and is an experienced manufacturer
                  of HVAC equipment, energy recovery ventilators,
                  dehumidification and energy recovery ventilation
                  equipment for schools, commercial buildings,
                  industrial facilities and institutions.  See
                  http://www.aexusa.com/

Chapter 11 Petition Date: September 22, 2005

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, Michigan 49002-3503
                  Tel: (269) 344-1100

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hovel Werks                   Business account          $185,000
[address not provided]

Capital Plus                                            $115,875
10512 Lexington
Knoxville, TN 37932

Kries Enderle                 Judgment                   $36,000
P.O. Box 4010
Kalamazoo, MI 49003

Alro Steel                    Business account           $29,000

Comefri                       Business account           $24,000

Gordon Newhouse               Loan                       $17,500

Medler Electric               Business account           $15,750

Consumers Energy              Utility bills              $15,000

United Electric               Business account           $14,000

Edwards Industrial            Business account           $14,000

Siemens Bldg. Tech.           Business account           $12,492

Precision Coil                Business account           $11,400

Wesco Distributing            Business account           $11,000

Precision Metal Plus          Business account            $8,180

Central Steel & Wire          Business account            $6,500

Sherwin Williams              Business account            $5,874

Insulation Sales              Business account            $5,700

Oliver Products               Business account            $5,387

Foster Kilby Supply           Business account            $5,234

Modine Manuf.                 Business account            $4,630


AMERICAN SOFTWARE: To Appeal Nasdaq Delisting Notification
----------------------------------------------------------
American Software, Inc. (Nasdaq: AMSWAE) received a notice from
the staff of The Nasdaq Stock Market based upon the Company's
failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended July 31, 2005, as required by Nasdaq Marketplace
Rule 4310(c)(14).  The notice stated that this failure to file
could serve as an additional basis for delisting the Company's
securities from Nasdaq.  This follows a similar notice dated
July 14, 2005 relating to the Company's failure to file its Annual
Report on Form 10-K on a timely basis.

A Nasdaq Listing Qualifications Panel had granted the Company's
request for an extension of time, through Oct. 14, 2005, to file
the fiscal 2005 Form 10- K.  The Company estimated at that time,
and continues to believe, that it will file its annual report on
Form 10-K, along with the amended Form 10-Q for the quarter ended
January 31, 2005, on or before Oct. 14, 2005.  The Company intends
to file, and expects that it will file, its Form 10-Q for the
quarter ended July 31, 2005, by that date.  

Because the Company will not have filed its Fiscal 2005 Form 10-K
by that date, it will not be possible for the Company to file its
first quarter Form 10-Q, which was due to be filed on Sept. 9,
2005, even though the accounting changes will not affect the first
quarter financial statements.

                      Accounting Errors

In preparing its financial statements for the year ended April 30,
2005, errors were identified in its income tax provision
calculation.  At present, the Company estimates that correcting
these errors will require it to record an income tax expense for
fiscal 2005 compared to an income tax benefit of $215,000
previously reported, resulting in a reduction in the announced
after tax earnings and earnings per share for the fiscal year
ended April 30, 2005.  This will be a non-cash adjustment, since
the Company continues to have a significant amount in Net
Operating Loss Carry Forwards to apply against current and future
taxable income.  Under Sarbanes-Oxley Section 404, this is likely
to result in a determination that there is material weakness in
control over reporting for income taxes.

               Preliminary First Quarter Results

On Sept. 7, the Company reported preliminary financial results for
the first quarter of fiscal year 2006.  These results are
preliminary pending the completion of:

   -- the Company's review and the audit of the Company's
      financial statements for fiscal 2005;

   -- the filing of the Company's annual report on Form 10-K; and

   -- the completion and filing of the first quarter fiscal year
      2006 Form 10-Q.  

These amounts are subject to change as the Company's review and
the audit of the Company's fiscal 2005 financial statements and
the Company's review of the first quarter fiscal year 2006 are not
yet complete.

Key estimated financial highlights for American Software include:

   -- Software license fees for the quarter ended July 31, 2005
      were approximately $3.4 million, an increase of 35% over the
      first quarter of fiscal 2005;

   -- Services and other revenues for the quarter ended July 31,
      2005 were approximately $7.7 million, an increase of 13%
      over the first quarter of fiscal 2005;

   -- Maintenance revenue fees for the quarter ended July 31, 2005
      were approximately $5.6 million, an increase of 29% over the
      first quarter of fiscal 2005;

   -- Total revenues for the quarter ended July 31, 2005 were
      approximately $16.8 million, an increase of 22% over the
      first quarter of fiscal 2005; and

   -- Operating Income for the quarter ended July 31, 2005 was
      $770,000, an increase of 36% over the first quarter of
      fiscal 2005.

Preliminary GAAP net earnings were approximately $1.1 million for
the first quarter of fiscal 2006 compared to $1.2 million for the
same period last year.  Adjusted net earnings for the quarter
ended July 31, 2005, which excludes the acquisition related
intangibles costs were $1.2 million, compared to $1.2 million for
the same period last year.  The first quarter of fiscal 2005
financial data does not include revenue or expenses from
Logility's Demand Management subsidiary, as the Demand Management
acquisition occurred on Sept. 30, 2004.

"We are off to a solid start for fiscal year 2006.  With
impressive growth in license fee, services and maintenance
revenues, we delivered a 36% increase in operating income for the
first quarter," stated James C. Edenfield, president and CEO of
American Software.  "As a respected enterprise application
provider, American Software has been serving the industry for 35
years.  The Company has the scale and resources to support our
extensive customer base while continuing to invest in enhancements
and long-term product innovation.  Both current and future
customers will benefit from our focus on demand-driven enterprise
solutions and deep supply chain management expertise."

The overall financial condition of the Company remains strong with
cash and investments of approximately $57.7 million and no debt as
of July 31, 2005.  During the quarter, our 89% owned subsidiary,
Logility purchased approximately 272,000 of its shares on the open
market under the current stock buyback program at a cost of
approximately $1.6 million.  There are approximately 269,000
shares remaining to purchase under Logility's current stock
buyback authorization.

Headquartered in Atlanta, American Software Inc. --  
http://www.amsoftware.com/-- develops, markets and supports one   
of the industry's most comprehensive offerings of integrated
business applications, including supply chain management, Internet
commerce, financial, warehouse management and manufacturing
packages. e-Intelliprise(TM) is an ERP/supply chain management
suite, which leverages Internet connectivity and includes multiple
manufacturing methodologies.  American Software owns 89% of
Logility, Inc. (Nasdaq: LGTY), a leading provider of collaborative
supply chain solutions that help small, medium, large and Fortune
1000 companies realize substantial bottom-line results in record
time.  Logility is proud to serve such customers as Avery Dennison
Corporation, Bissell, Huhtamaki UK, Hyundai Motor America, Leviton
Manufacturing Company, McCain Foods, Pernod- Ricard, Sigma Aldrich
and Under Armour Performance Apparel.  New Generation Computing
Inc., a wholly owned subsidiary of American Software, is a global
software company that has 25 years of experience developing and
marketing business applications for apparel manufacturers, brand
managers, retailers and importers.  Headquartered in Miami, NGC's
worldwide customers include Dick's Sporting Goods, Wilsons
Leather, Kellwood, Hugo Boss, Russell Corp., Ralph Lauren
Childrenswear, Haggar Clothing Company, Maidenform, William Carter
and VF Corporation.


AMERUS GROUP: Prices $150 Million Public Equity Placement
---------------------------------------------------------
AmerUs Group Co. (NYSE:AMH) priced a public offering of
$150 million Series A Non-Cumulative Perpetual Preferred Stock at
a rate per annum equal to 7.25% applied to the liquidation
preference of $25 per share.  The Company has also granted the
underwriters an option for 30 days to purchase up to a maximum of
900,000 additional shares from the Company for the purpose of
covering overallotments, if any.  The offering is expected to
close on September 26, 2005 and will result in net proceeds to the
Company of approximately $145.3 million before overallotments, if
any.  The net proceeds from the offering will be used to repay
existing indebtedness and for general corporate purposes.

The issuance of the Series A Non-Cumulative Perpetual Preferred
Stock is part of a shelf registration for capital stock and other
securities previously declared effective by the Securities and
Exchange Commission.  It is expected that trading on the New York
Stock Exchange will commence within 30 days after the initial
delivery of the shares and that the shares will trade under the
symbol "AMH Pr." Goldman, Sachs & Co. and Merrill Lynch & Co. are
acting as book runners for the offering.

AmerUs Group Co. is located in Des Moines, Iowa, and is engaged
through its subsidiaries in the business of marketing individual
life insurance and annuity products in the United States.  Its
major subsidiaries include: AmerUs Life Insurance Company,
American Investors Life Insurance Company, Inc., Bankers Life
Insurance Company of New York and Indianapolis Life Insurance
Company.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 22, 2005,
Moody's Investors Service assigned a Ba2 rating to AmerUs Group
Company's issuance of preferred stock under its universal shelf
registration.  The preferred stock will have a perpetual maturity
and optional dividend deferral.  Any payments that are deferred
are non-cumulative.  The proceeds of the issuance will be
primarily used for the repayment of existing debt in connection
with recent stock repurchases, as well as general corporate
purposes and possible additional stock repurchases in 2006.  The
outlook on the preferred stock is negative, in line with other
AmerUs ratings.

As reported in the Troubled Company Reporter on Sept. 21, 2005,
Fitch Ratings assigned a 'BB+' rating to the $150 million AmerUs
Group Co. noncumulative perpetual stock issuance.  Fitch said the
outlook is stable.


APCO LIQUIDATING: Creditors Must File Proofs of Claim by Nov. 15
----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware set at 5:00 p.m. on Nov. 15, 2005, as the
deadline for all creditors owed money by APCO Liquidating Trust
and APCO Missing Stockholder Trust on account of claims arising
prior to Aug. 19, 2005, to file written proofs of claim.

All governmental units are directed to file their written proofs
of claim on or before 5:00 p.m. on Feb. 15, 2006.

All written proofs of claim must be submitted to:

   if by courier service or hand delivery:

      APCO Claims Processing Center
      c/o Delaware Claims Agency, LLC
      230 North Market Street, 2nd Floor
      Wilmington, DE 19801

   if by mail:

      APCO Claims Processing Center
      c/o Delaware Claims Agency, LLC
      P.O. Box 515
      Wilmington, DE 19899

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.


APCO LIQUIDATING: Meeting of Creditors Slated for Sept. 30
----------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Apco
Liquidating Trust and Apco Missing Stockholder Trust's creditors
at 11:00 a.m., on Sept. 30, 2005, at Room 2112, J. Caleb Boggs
Federal Building, 844 King Street, in Wilmington, Delaware.  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 Oklahoma City, Oklahoma, Apco Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.


ASARCO LLC: Encycle to Convert to Ch. 7 Due to Hurricane Rita
-------------------------------------------------------------
Encycle/Texas, Inc., owns a plant located near Corpus Christi
that the State of Texas is very concerned about.

Encycle vice president and secretary Douglas E. McAllister
relates that the approaching Hurricane Rita is expected to make
landfall by Saturday morning, possibly very near Corpus Christi
and the Plant.

The State of Texas is concerned that, because Encycle/Texas has
had no employees since the filing of its Chapter 11 case, it is
unable to adequately protect the Plant in light of the impending
hurricane.  In particular, the State of Texas has raised
questions about potential hazards to public safely, as well as
environmental damage.

Thus, Encycle asks Judge Schmidt to immediately convert its
Chapter 11 case to Chapter 7, pursuant to Section 1112(a) of the
Bankruptcy Code.

Section 1112(a), Mr. McAllister points out, provides that a
debtor may convert a case to chapter 7 as a matter of right.

Only three exceptions affect Encycle's ability to unilaterally
convert the case, and none of those exceptions apply to Encycle,
Mr. McAllister says.

The State of Texas has requested that the case be converted to
Chapter 7, and that a trustee be appointed as soon as possible,
Mr. McAllister relates.  Upon conversion, the State of Texas
believes that government superfund assets will be available for
use at the Plant.

Mr. McAllister says that Encycle has met with the counsel for the
State of Texas, and the State supports immediate conversion of
the case.  Encycle has also spoken with the Office of the United
States Trustee regarding the matter, and the U.S. Trustee has no
objection to the conversion.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Obtain $75MM of DIP Financing from CIT Group
-----------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas to enter into an agreement with The CIT
Group/Business Credit, Inc., for $75,000,000 in postpetition
financing.

James R. Prince, Esq., at Baker Botts L.L.P., relates that DIP
financing is the sole means for ASARCO to preserve and enhance
its going-concern value.  The availability of credit under the
DIP Financing Agreement is necessary to provide working capital
for the Debtor to continue to operate its business, which capital
is made even more necessary by the labor strike.

Moreover, Mr. Prince explains that the available credit will give
ASARCO's vendors and suppliers the necessary confidence to
continue ongoing relationships with the company, including the
extension of normal credit terms for the payment of goods and
services.  The Debtors' employees and customers will also view
the DIP Financing Agreement favorably, which will help promote a
successful reorganization.

Mr. Prince informs Judge Schmidt that ASARCO has previously
contacted other potential sources for DIP financing to obtain the
best terms.  None of the other sources were able to submit a
proposal on more favorable terms than The CIT Group.

The salient terms of the DIP Facility, as set forth in a
commitment letter, include:

   (a) DIP Facility

       The DIP Commitment Letter contemplates making a
       $75,000,000 revolving line of credit available to ASARCO.
       This amount includes $50,000,000 for letters of credit.
       The revolving line of credit may be increased to an amount
       not to exceed $150,000,000, subject to certain conditions.

   (b) Closing Date

       ASARCO anticipates that initial funding under the DIP
       Facility will occur as soon as the Court enters the Final
       Order on the DIP Motion and ASARCO is able to satisfy the
       closing conditions contained in the DIP Financing
       Agreement and the DIP Commitment Letter.

   (c) Availability

       The amount that ASARCO can borrow under the DIP Facility
       will depend on the inventory and accounts receivable that
       ASARCO has at any given point in time.  The amount that
       ASARCO can borrow will be determined by a formula
       specified in the DIP Commitment Letter.  Additional
       amounts may be available based on the value of ASARCO's
       equity interest in Silver Bell Mining, LLC, and other
       assets.

   (d) Interest Rate

       The interest rate for advances under the Revolving Line of
       Credit will be, at ASARCO's option, prime plus 1% or
       LIBOR plus 2.50%.  Determination of the prime and LIBOR
       rates is specified in the DIP Commitment Letter.

       Under certain conditions specified in the DIP Commitment
       Letter, if the revolving line of credit is increased above
       $75,000,000, the interest rate margins on the entire
       revolving line of credit may be adjusted upwards by not
       more than 75 basis points.

   (e) DIP Fees

       ASARCO is required to pay a variety of fees to CIT:

       1.  Loan Facility Fee

           On the closing date, The CIT Group will receive a loan
           facility fee of 1% of the revolving line of credit.
           Under certain conditions specified in the DIP
           Commitment Letter, the loan facility fee may be
           adjusted upwards by not more than 75 basis points on
           the entire revolving line of credit and will be
           payable on the date of the increase.

       2.  Underwriting Fee

           On the closing date and on the date of any increase in
           the size of the revolving line of credit, The CIT
           Group will receive an underwriting fee of 0.25% of the
           revolving line of credit.

       3.  Line of Credit Fee

           The Debtor will also pay a Line of Credit Fee equal
           to 0.375% per annum of the difference between the
           revolving line of credit and the sum of:

              (i) the average daily revolving line of credit loan
                  balance plus

             (ii) the average daily balance of outstanding
                  letters of credit.

       4.  Letter of Credit Fee

           ASARCO will also pay a Letter of Credit Fee equal to
           2.50% per annum of the face amount of each letter of
           credit payable monthly upon issuance, plus any
           administration costs imposed by the issuing bank.

   (f) Collateral

       To secure all obligations under the DIP Facility, ASARCO
       will grant The CIT Group a first priority lien on
       substantially all of ASARCO's assets, excluding insurance
       proceeds arising from or payable as a result of personal
       injury claims, and subject to agreed upon carve-outs for
       the United States Trustee and the Debtors' and Creditors
       Committee's professionals.  No costs or expenses of
       administration will be imposed against the collateral.

   (g) Out of Pocket Expenses

       ASARCO will reimburse The CIT Group and any other lenders
       who may be assigned a portion for all of their out-of-
       pocket costs and expenses incurred in connection with the
       DIP Facility.

   (h) Term

       All of The CIT Group's commitments under the DIP Facility
       will terminate at the earliest of:

          (i) date which is 24 months after the Petition Date;

         (ii) the entry of an Order pursuant to Section 363 of
              the Bankruptcy Code approving the sale of
              substantially all of ASARCO's assets;

        (iii) the effective date of any plan of reorganization;

         (iv) conversion of ASARCO's bankruptcy case to a case
              under Chapter 7 of the Bankruptcy Code;

          (v) dismissal of ASARCO's bankruptcy case; or

         (vi) a default under any term of the DIP Facility.

   (i) Good Faith Deposit

       ASARCO has paid The CIT Group $275,000 as a work fee and
       good-faith deposit.  Under certain conditions described in
       the DIP Commitment Letter, ASARCO may be required to pay
       additional deposits and The CIT Group may be required to
       return $200,000 of the deposit.

   (j) Covenants

       The DIP Financing Agreement will contain warranties,
       representations, affirmative and negative covenants,
       including financial and collateral reporting, and events
       of default as are customary for CIT in financing
       transactions of this type.  At this stage, the financial
       covenants will be limited to a minimum unused availability
       of $10,000,000 at all times, exclusive of any availability
       reserve.

A full-text copy of the DIP Commitment Letter is available for
free at http://ResearchArchives.com/t/s?1b5

ASARCO further seeks authority to grant the DIP Agent priority in
payment with respect to obligations over administrative expenses
of the kinds specified in Sections 503(b), 507(b), 1113 and 1114
of the Bankruptcy Code subject to agreed-upon carve-outs.

Mr. Prince notes that ASARCO is unable to obtain credit without
providing a superpriority administrative expense and the secured
liens to The CIT Group.  The Debtor would not have been able to
obtain financing on any other basis.  In the Debtor's considered
business judgment, the DIP Financing is fair and reasonable and
is the best financing option available in the circumstances in
this case.

According to Mr. Prince, the parties to the DIP Facility are
preparing the credit agreement by which they will memorialize the
financing and are in the process of completing the Final Order.  
ASARCO says it will file copies of the DIP Financing Agreement
and the proposed Final Order before the final hearing on the DIP
Facility, and will present copies of the DIP Financing Agreement
and proposed Final Order as evidence at the hearing.

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

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.  

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  (ASARCO Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Gets Interim Okay to Extend Plan Filing Period
------------------------------------------------------------
Ambassadair Travel Club, Inc., Amber Travel, Inc., and C8
Airlines, Inc., formerly known as Chicago Express Airlines, Inc.,
ask the U.S. Bankruptcy Court for the Southern District of Indiana
to extend the period:

   (a) during which only they may file their plans, to and
       including November 30, 2005; and

   (b) for obtaining acceptance of their plans, to and including
       January 30, 2006.

The Court previously extended the deadline for ATA Airlines, Inc.,
and its debtor-affiliates to file their plans to September 30,
2005, and solicit acceptances to November 30, 2005.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, tells the Court that the Debtors have expended
significant efforts and have made substantial progress in
developing a reorganization plan for ATA Holdings Corp., ATA
Airlines, Inc., ATA Leisure Corp. and ATA Cargo, Inc.  The
Reorganizing Debtors intend to file a joint plan of reorganization
before the current exclusive period expires.

However, each of the Liquidating Debtors has determined that
reorganization is likely not feasible and more time is needed to
consider whether they should propose a liquidating Chapter 11 plan
or move to convert its case under Chapter 7 of the Bankruptcy
Code.

Mr. Nelson asserts that a number of unresolved contingencies
prevent each of the Liquidating Debtors from determining whether
it should file a liquidating plan or whether its creditors would
be better served by converting its case.

C8 Airlines has sold substantially all of its assets and is
currently negotiating the sale of certain additional assets, Mr.
Nelson relates.  C8 Airlines intends to file a motion with the
Court, seeking to establish October 25, 2005, as the date by which
administrative expense claims against C8 Airlines must be filed.  
Once its Administrative Bar Date is established, C8 Airlines will
be in a position to analyze whether its estate contains sufficient
assets to pay all of the administrative expense claims against it.

Mr. Nelson also states that Ambassadair and Amber are currently in
negotiations to sell substantially all of their assets.  After the
wind down of their businesses, Ambassadair and Amber will have the
information necessary to determine whether filing liquidating
plans or converting their cases to Chapter 7 is in the best
interests of their creditors.

At the Debtors' behest, Judge Lorch grants interim approval to
proposed extensions pending hearing on the matter on October 4,
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. 35; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATHLETE'S FOOT: Secures Open-Ended Period to Decide on Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Athlete's Foot, LLC, and its debtor-affiliate's time
within which they can elect to assume, assume and assign, or
reject their remaining unexpired nonresidential real property
leases.

The Debtors are party to an unexpired lease their corporate office
and they want until the date of confirmation of a proposed chapter
11 liquidating plan to decide whether to assume or reject that
lease.  The Debtors need that office space in order to continue
the administration of their Liquidation Program and until a
proposed chapter 11 plan is confirmed.  The Debtors tell the Court
they are in the process of pursuing an orderly liquidation of
their assets as expeditiously and efficiently as possible.

The Debtors are also sub-lessors under five remaining leases with
various subtenants.  All of those leases are the subject of
pending motions with the Court to either assume and assign, or
reject, those leases.

The Debtors say their request to further extend the lease decision
period is out of an abundance of caution in the event they may
require additional time for any reason to conclude an assumption
and assignment transaction or face opposition to a lease rejection
decision.

The Debtors assure the Court that the landlords of their remaining
leases will not be prejudiced by the requested extension, as they
are current on all post-petition obligations to those landlords.

Headquartered in New York, New York, Athlete's Foot Stores, LLC --
http://www.theathletesfoot.com/-- operates approximately 125  
athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


BIOLASE TECH: Gets Favorable Court Rulings on Infringement Suit
---------------------------------------------------------------
BIOLASE Technology, Inc. (NASDAQ: BLTIE) disclosed that the
federal court presiding over the patent infringement lawsuit
brought by Diodem LLC against HOYA ConBio and Lumenis, Ltd.
recently issued several rulings in the lawsuit that are favorable
to Diodem and BIOLASE.

BIOLASE was previously a named defendant in the Diodem lawsuit,
but in January 2005 BIOLASE and Diodem finalized a settlement
agreement, pursuant to which Diodem's patent portfolio was
acquired by BIOLASE's independent subsidiary BL Acquisition II,
Inc. and Diodem became a licensee of BLA II.  After the
settlement, the remaining defendants, HOYA and Lumenis, argued to
the Court that Diodem had lost standing to proceed with its
lawsuit against them due to the assignment of the Diodem patents
to BLA II and that the lawsuit should be dismissed.  Defendant
HOYA also argued, in a motion for summary judgment that the effect
of the assignment from Diodem to BLA II was to give HOYA a license
to the Diodem patents under the terms of a preexisting license
agreement pursuant to which HOYA currently pays royalties to
BIOLASE.

On Sept. 13, 2005, the Honorable Gary A. Feess of the United
States District Court for the Central District of California
issued an order denying the Defendants' Motion to Dismiss and
denying HOYA's motion for summary judgment.  In the order, the
Court also granted Diodem's cross-motion for summary judgment,
which asked the Court to eliminate HOYA's license defense from the
lawsuit based on HOYA's lack of supporting evidence, and granted
Diodem's motion to join BLA II as a co-plaintiff in the Diodem
lawsuit.

In addition, on Sept. 15, 2005, the Court also denied the
Defendants' motions for summary judgment, which sought to
invalidate U.S. Patent Nos. 5,422,899, 6,122,300 (which cover mid-
infrared lasers capable of operating at high repetition rates) and
U.S. Patent No. 5,267,856 (which covers surgical methods that
apply liquid, such as water, in conjunction with radiation that is
highly absorbed by the liquid) based on a variety of grounds.

The case is scheduled to go to trial on Nov. 15, 2005.

"We believe that the Court's rulings further solidify the strength
of the patent portfolio held by BIOLASE and its subsidiaries and
demonstrate the benefit to BIOLASE of its acquisition of the
Diodem intellectual property earlier this year," commented Robert
E. Grant, President and CEO.

BIOLASE Technology, Inc. -- http://www.biolase.com/-- is a    
medical technology company that designs, manufactures and markets  
proprietary dental laser systems that allow dentists, oral  
surgeons and other specialists to perform a broad range of common  
dental procedures, including cosmetic applications.  The company's  
products incorporate patented and patent pending technologies  
focused on reducing pain and improving clinical results.  Its  
primary product, the Waterlase(R) system, is the best selling  
dental laser system.  The Waterlase(R) system uses a patented  
combination of water and laser to precisely cut hard tissue, such  
as bone and teeth, and soft tissue, such as gums, with minimal or  
no damage to surrounding tissue.  The company also offers the  
LaserSmile(TM) system, which uses a laser to perform soft tissue  
and cosmetic procedures, including tooth whitening.

                          *     *     *


As reported in the Troubled Company Reporter on Aug. 11, 2005, the
Company has engaged BDO Seidman, LLP, as its new independent
public accountant, nunc pro tunc to Aug. 8, 2005.  The Company's
Audit Committee previously approved the dismissal of
PricewaterhouseCoopers LLP as BIOLASE's independent registered
public accounting firm.

The reports of PwC on the Company's financial statements as of and  
for the fiscal years ended Dec. 31, 2004, and 2003 contained no  
adverse opinion or disclaimer of opinion, nor were they qualified  
or modified as to uncertainty, audit scope or accounting  
principle.  

                       PwC Disagreements

During the fiscal years ended December 31, 2004 and 2003 and  
through August 3, 2005, there were two disagreements with PWC on  
matters regarding accounting principles and practices, financial  
statement disclosure, or auditing scope or procedure.  These  
disagreements, although ultimately resolved to the satisfaction of  
PwC, were reportable events required by the Securities and  
Exchange Commission:

   -- a disagreement during the year ended Dec. 31, 2003, related  
      to revenue recognition; and  

   -- a disagreement during the year ended Dec. 31, 2004, related  
      to the accounting for penalties and interest on sales tax.  

The Company's Audit Committee has discussed the foregoing  
disagreements with PwC and has authorized PwC to respond fully to  
BDO, the new independent registered public accounting firm for the  
Company, concerning these disagreements.  Except for the  
disagreements noted above, there were no disagreements with PwC on  
the matters noted above for the fiscal years ended Dec. 31, 2004  
and 2003 and through Aug. 3, 2005, that would have caused PwC to  
make reference thereto in their reports on the Company's financial  
statements for such years if such matters were not resolved to the  
satisfaction of PWC.  

                     Material Weaknesses

The Company has identified certain material weaknesses in the  
Company's internal control over financial reporting for the fiscal  
year ended Dec. 31, 2004, and another set of material weaknesses  
for the fiscal year ended Dec. 31, 2003.   

The Company has requested that PwC furnish the Company with a  
letter addressed to the SEC stating whether or not it agrees with  
the foregoing statements by the Company and, if not, stating the  
respects in which it does not agree.   

During the Company's two most recent fiscal years and through  
Aug. 8, 2005, the Company did not consult with BDO with respect to  
the application of accounting principles to a specified  
transaction, either completed or proposed, or the type of audit  
opinion that might be rendered on the Company's financial  
statements, or any other matters or reportable events.


BMC INDUSTRIES: Settles $13 Million PBGC Claim
----------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota approved the agreement settling The Pension
Benefit Guaranty Corporation's over $13 million in alleged claims
against BMC Industries, Inc., and its debtor-affiliates.

The PBGC is trustee to two pension funds previously administered
by Vision-Ease and the Buckbee-Mears Group, affiliates of BMC
Industries.  The pension plans, enacted for the benefit of
employees at certain of the Debtors' manufacturing facilities,
were terminated following the sale of Vision-Ease and Buckbee-
Mears in 2004.

In Nov. 2004, the PBGC filed claims against the Debtors' estates
seeking payment of over $13 million in sums allegedly due under
the pension plans.  The PBGC stated that each of its claims was
entitled to priority status above that of a general unsecured
creditor.  The Debtor, however, objected to the PBGC's asserted
priority status, saying that case law makes clear that the PBGC
claims are not entitled to any priority above that of a general
unsecured claim.

To resolve all issues raised by PBGC's claim and the Debtors'
subsequent objection, the parties agree to these settlement terms:

    a) payment to the PBGC of $45,000 under the Debtors' to-be-
       filed Plan of Liquidation as an allowed administrative
       expense; and

    b) the allowance of the balance of the PBGC Claims as general
       unsecured claims only in the amount of $10,736,900 for the
       Buckbee-Mears Plan, and $2,588,700 for the Vision-Ease
       Plan.

The Debtors tell the Bankruptcy Court that the settlement is in
the best interest of their creditors and their estates as it
avoids further administrative expense costs associated with
litigating the PBGC's claims.

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

http://www.researcharchives.com/bin/download?id=050922211547

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and  
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BMC INDUSTRIES: Turns to Deloitte Tax for Special Tax Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota authorized
BMC Industries, Inc., and its debtor affiliates to retain Deloitte
Tax LLP as their special tax consultant.

In this engagement, Deloitte Tax will:

Phase I - Initial Analysis

    a) conduct an initial review of invoices for sales or use tax
       determination and then identify those transactions that
       should result in refunds.

    b) if possible, tour facilities or review documents which
       outline the prior manufacturing processes conducted by BMC
       to gain an understanding of its operations, products and
       equipment/supplies used in production.

    c) meet with BMC's representatives to discuss and decide the
       parameters of the review, develop an understanding of BMC's
       procedures for paying and self-accruing sales and use tax,
       and request additional information necessary to identify
       potential refunds or significant exposure areas.

    d) review a sample of purchase information to determine the
       effectiveness of internal policies.

    e) acquire an understanding of BMC's sales and use tax
       compliance functions and analyze these areas to identify
       possible overpayments.

Phase II - Detailed Review

    f) identify the amount of actual refunds, credits, or
       prospective savings available, and gather the necessary
       documentation to prepare and file refund requests.

    g) conduct a detailed examination of source documents,
       including supporting information to determine whether tax
       has been overpaid.

    h) conduct a detailed analysis of the accounts payable
       system's sales and use tax policies and procedures.

    i) conduct a review of purchases for open periods, including
       transactions where sales or use tax was paid to vendors or
       self-assessed by BMC.

    j) review purchase invoices and related documents, if
       deemed necessary.

    k) prepare detailed listing of invoices representing refund
       opportunities by maximizing the utilization of statutory
       exemptions.

    l) prepare, review, and submit all documents and forms
       necessary to request refunds of sales and use tax from
       state authorities and individual vendors where applicable.

    m) Prepare and present necessary technical support to the
       Minnesota Department of Revenue and defend claims through
       the appeals level within the Minnesota Department of
       Revenue, if mutually agreed upon by Deloitte Tax and BMC.

For its services, the Debtors agree to pay Deloitte Tax a
commission equal to 35% of the gross tax savings for all items
identified by the Firm.  The commission includes all phases of the
project and any out-of-pocket costs incurred.  Pursuant to the
terms of the Engagement Letter, Deloitte Tax will charge the fee
only upon receipt of a refund by the Debtors.

The Debtors assure the Bankruptcy Court that Deloitte Tax does not
hold or represent any interest adverse to their estates and is a
"disinterested persons" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and  
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in their
restructuring efforts. When the Debtor filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


BOOKS-A-MILLION: Faces Possible Delisting Due to Reporting Delay
----------------------------------------------------------------
Books-A-Million, Inc. (Nasdaq/NM:BAMM) received notice from the
staff of The Nasdaq Stock Market that, due to the Company's
failure to file on a timely basis its quarterly report on
Form 10-Q for the 13 weeks ended July 30, 2005, as required by
Nasdaq Marketplace Rule 4310(c)(14), the Company's common stock is
subject to potential delisting from The Nasdaq Stock Market at the
opening of business on Sept. 29, 2005.

The Company will request a hearing before a Nasdaq Listing
Qualifications Panel to ask for a waiver of the compliance failure
until the Company files its Form 10-Q for the 13 weeks ended
July 30, 2005.  The Company intends to become current in its
filing obligations as soon as possible.  

                  Internal Control Evaluation

The Company previously disclosed that it would not be able to file
its Form 10-Q for the 13 weeks ended July 30, 2005, as a result of
management's ongoing evaluation of the Company's internal control
over financial reporting for that period.  During the course of
its evaluation, management identified certain material weaknesses
and is working expeditiously to finalize its evaluation of
internal control over financial reporting in order to file the
Form 10-Q for the second quarter.

The Company's appeal to the Panel will automatically stay the
delisting of its common stock pending the Panel's review and
determination.  There can be no assurance that the Panel will
grant the Company's request for continued listing.  The Company's
stock will remain listed on The NASDAQ National Market under the
trading symbol "BAMME" during the pendency of the Panel's review
and determination.

                    Financial Restatements

Following an evaluation over its internal control over financial
reporting and consultation with its Audit Committee and its
auditors, the Company decided to restate its financial statements
for the period ended Jan. 31, 2004, and for the first three
quarters of fiscal 2005 and to file a Form 10-K/A amending its
Annual Report on Form 10-K for the fiscal year ended Jan. 31,
2004, with restated consolidated financial statements and Forms
10-Q/A amending its interim condensed consolidated financial
statements for the first three quarters of fiscal 2005.

                Liquidity & Capital Resources

The Company's primary sources of liquidity are cash flows from
operations, including credit terms from vendors, and borrowings
under its credit facility.  The Company has an unsecured revolving
credit facility that allows borrowings up to $100 million, for
which no principal repayments are due until the facility expires
in July 2007.  The credit facility has certain financial and
non-financial covenants, the most restrictive of which is the
maintenance of a minimum fixed charge coverage ratio.

As of April 30, 2005, $11.8 million was outstanding under this
credit facility.  The maximum and average outstanding balances
during the thirteen weeks ended April 30, 2005, were
$19.3 million, compared to $33.2 million for the same period in
the prior year.  The decrease in the maximum and average
outstanding balances from the prior year was due to the pay down
of debt during fiscal 2005 with cash provided by operating
activities.  The outstanding borrowings as of April 30, 2005, had
interest rates ranging from 3.89% to 4.70%.

Additionally, as of April 30, 2005, the Company has outstanding
borrowings under an industrial revenue bond totaling $7.5 million,
which is secured by a certain property.

Books-A-Million -- http://www.booksamillion.com/-- presently   
operates 207 stores in 19 states and the District of Columbia.  
The Company operates four distinct store formats, including large
superstores operating under the names Books-A-Million and Books &
Co., traditional bookstores operating under the names Books-A-
Million and Bookland, and Joe Muggs Newsstands.  The Company's
wholesale operations include American Wholesale Book Company and
Book$mart, both based in Florence, Alabama.


BROCADE COMMS: Asks Nasdaq for Nov. 15 Financial Filing Extension
-----------------------------------------------------------------
Brocade Communications Systems, Inc. (Nasdaq: BRCDE) received an
additional Staff Determination notice from Nasdaq stating that the
Company has failed to timely file its Form 10-Q for the third
fiscal quarter ended July 30, 2005, and, therefore, is not in
compliance with Nasdaq Marketplace Rule 4310(c)(14).

Nasdaq initially informed the Company on June 10, 2005, that its
securities would be delisted for failure to timely file its Form
10-Q for the second fiscal quarter ended April 30, 2005, unless
the Company requested a hearing in accordance with applicable
Nasdaq Marketplace rules.  The Company subsequently requested and
was granted a hearing with the Nasdaq Listing Qualifications Panel
on July 21, 2005.

The Listing Panel granted a conditional extension to the Company's
request for continued listing on the Nasdaq National Market until
Sept. 30, 2005, for the Company to make its requisite filings.  
This extension granted by the Listing Panel expressly contemplated
the delayed filing of the Form 10-Q for the third fiscal quarter
ended July 30, 2005.

                   Financial Filing Delay

The Company's audit committee has not yet completed its internal
investigation.  As a result, the Company does not expect to file
its Form 10-K/A for fiscal 2004 with respect to the Company's
restatement and its quarterly reports on Form 10-Q for the second
and third quarters of fiscal 2005 by Sept. 30, 2005.  

                      Nasdaq Extension

The Company has requested an extension from the Listing Panel
until Nov. 15, 2005, in which to file its Form 10-K/A for fiscal
2004 and its quarterly reports for the second and third quarters
of fiscal 2005.  The Listing Panel has not yet rendered its
decision on the Company's request for continued listing of the
Company's common stock until Nov. 15, 2005.  The Company's
securities will continue to trade on the Nasdaq National Market
under the symbol "BRCDE" pending a decision by the Listing Panel.

Brocade Communications Systems, Inc. (Nasdaq: BRCDE) --
http://www.brocade.com/-- delivers the industry's leading  
platforms and solutions for intelligently connecting, managing,
and optimizing IT resources in shared storage environments.  The
world's premier systems, server, and storage providers offer the
Brocade SilkWorm family of fabric switches and software as the
foundation for SAN solutions in organizations of all sizes.  In
addition, the Brocade Tapestry(TM) family of application
infrastructure solutions extends the ability to proactively manage
and optimize application and information resources across the
enterprise.  Using Brocade solutions, organizations are better
positioned to reduce cost, manage complexity, and satisfy business
compliance requirements through optimized use and management of
their application infrastructures.


BRUCE OWENS: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bruce Owens
        12820 Eastern Avenue
        Middle River, Maryland 21220-1250

Bankruptcy Case No.: 05-31894

Chapter 11 Petition Date: September 22, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $50,000 to $100,000

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
MBNA America                  Credit                     $17,229
P.O. Box 15137
Wilmington, DE 19886

AT&T Universal Card           Credit                     $12,862
P.O. Box 8109
South Hackensack, NJ
07606-8109

AT&T Universal Card           Credit                      $6,168
P.O. Box 8108
South Hackensack, NJ
07606-8108

MBNA America                  Credit                      $5,329

BGE                           Multiple property           $4,000
                              utilities

Nextel Communications         Cell phones                 $2,266

Littman                       Credit                      $2,000

Hecht Co.                     Credit                        $750

ADT                           Security service              $547

Express - Retailers           Credit                        $450
National Bank

SunTrust                      Credit                        $421

Macy's                        Credit                        $345

ADT                           Security service              $252


CANAL CAPITAL: Auditors Express Going Concern Doubt
---------------------------------------------------
Todman and Company, CPA's, PC, of New York City, independent
auditors for Canal Capital Corporation, has doubt about the
company's ability to continue as a going concern after auditing
Canal's financial statements for the fiscal year ending July 31,
2005.  The Auditing Firm cites (x) the Company's recurring losses
from operations in eight of the last ten years and (y) Canal's
obligation to continue making substantial annual contributions to
its defined benefit pension plan as the problem areas.    

The Company has suffered recurring losses from operations in eight
of the last ten years and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.  At July 31, 2005 the Company's current assets exceeded
current liabilities by $200,000, which was an increase of $100,000
from October 31, 2004.  The only required principal repayments
under Canal's debt agreements for fiscal 2005 will be from the
proceeds (if any) of the sale of certain assets.

The Company's cash and cash equivalents of $0 at July 31, 2005
decreased from $86,000 at October 31, 2004.  Net cash used by
operations in fiscal 2005 was $1,130,000.  Substantially all of
the 2005 net proceeds from the sales of real estate and art of
$1,124,000 was used in operations.  During fiscal 2005 Canal
decreased the balance of its liabilities by a total of $1,025,000.  
The Company has an accumulated deficit of $12,951,485 at the close
of July 2005.

In the nine months ended July 31, 2005 Canal's stockyard revenues
were $2,349,000, a slight increase over the $2,286,000 in
stockyard revenues for the same period in 2004.  Real Estate
revenues were $3,255,000 as compared to $930,000 in the 2004
period.  As a result, total revenues for the nine months ended
July 31, 2005 were $5,604,000 as compared with $3,216,000 for the
nine months ended July 31, 2004.  Canal's total costs and expenses
for the nine months ended July 31, 2005 were $4,319,000 yielding a
net income for the period of $1,140,000.  In the same nine-month
period of 2004 Canal had $3,255,000 in costs and expenses and
experienced a net loss of $292,000.

Canal Capital Corporation is engaged in two distinct businesses --
stockyard and real estate operations.

Canal operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.  The Company's
stockyards provide all services and facilities required to operate
an independent market for the sale of livestock, including
veterinary facilities, auction arenas, auctioneers, weigh masters
and  scales, feed and bedding, and security personnel.

Canal holds property for development or resale consisting of
approximately 31 acres of undeveloped land located in the Midwest.  
The Company constantly evaluates proposals received for the
purchase, leasing or development of this asset.  Substantially all
of Canal's real property is pledged as collateral for its debt
obligations.


CARDIAC SERVICES: GECC Doesn't Want Cash Collateral Use Extended
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, authorized Cardiac Services, Inc., to use
General Electric Capital Corporation's cash collateral until Sept.
30, 2005.

The cash collateral secures a $16,641,658 indebtedness to GECC.  
As partial adequate protection against the diminution of its
interest, GECC was granted continuing, first priority liens and
security interest on the Debtor's 15 mobile catherization and
peripheral vascular laboratories.

According to the Debtor, its Mobile Cath Labs are not
depreciating.  GECC refutes the Debtor's claim.  The lender
asserts that equipment will really depreciate as a result of
improving technology.

Also, as shown in the Debtor's monthly budget, and stated by its
Chairman & CEO Paul Jennings in Court, there has been a steady
decrease in revenue.  This, GECC contends, clearly demonstrates
that its interest is not adequately protected under Section 363(d)
of the Bankruptcy Code.  As such, it can't permit the Debtor to
continue using the cash collateral.  

GECC also stresses that the Debtor has failed to make
approximately $2.2 million of monthly payments for its debt.

GECC is represented by:

        Elliott Warner Jones, Esq.
        Bridgette M. Stahlman, Esq.
        Husch & Eppenberger, LLC
        2525 West End Avenue, Suite 1400
        Nashville, Tennessee 37203
        Tel: 615-963-2200, Fax: 615-963-3611
        Email: elliott.jones@husch.com,        
               bridgette.stahlman@husch.com

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of $10 million to $50 million.


CATHOLIC CHURCH: Ct. Sets Spokane's Evidentiary Hearing on Nov. 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
finds that an evidentiary hearing is necessary on the Diocese of
Spokane's request to set a new deadline for filing claims.

Judge Williams, accordingly, schedules an evidentiary hearing for
November 17 and 18, 2005, beginning at 9:00 a.m., in open court.  
Judge Williams says witnesses may appear by video, if advance
arrangements are made.

Counsel's proposed final scheduling orders will be filed no later
than September 23, 2005.

The final scheduling conference will be held on September 26,
2005, at 1:00 p.m., by telephone conference, to be initiated by
counsel calling 509-353-3183.

As reported in the Troubled Company Reporter on June 3, 2005, the
Diocese of Spokane asked Judge Williams of the U.S. Bankruptcy
Court for the Eastern District of Washington to set the bar date
for filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Cash Mgt. Order Hearing Set for Nov. 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
rules that the Interim Cash Management Order entered on
February 25, 2005, is continued in full force with no alteration
until November 14, 2005, unless sooner modified by Court order.

Judge Williams will convene a hearing to consider any further
extension and modification of the Interim Cash Management Order on
November 14, 2005, at 1:30 p.m., via telephone.  Judge Williams
directs the parties who will participate in the hearing to call
telephone number 509-353-3183.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 42; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Declares Third Amended Plan Effective
-------------------------------------------------------------
Susan G. Boswell, Esq., at Quarles & Brady Streich Lang LLP, in
Tucson, Arizona, informs the U.S. Bankruptcy Court for the
District of Arizona that the Diocese of Tucson's Third Amended and
Restated Plan of Reorganization became effective on September 20,
2005.

Additionally, the Diocese filed a final version of its Plan
incorporating all non-material changes, clarifications, technical
corrections and non-adverse amendments in accordance with the Plan
and Confirmation Order.

Ms. Boswell states that Chapter 11 Professionals' applications for
final allowance of compensation and reimbursement of expenses and
all other requests for payment of administrative costs and
expenses incurred prior to September 20, 2005, are to be served
and filed with the Court no later than October 20, 2005.

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. 43
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTENNIAL COMMS: S&P Places B- Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Rating Services placed its long- and short-term
credit ratings for Wall, New Jersey-based regional wireless
provider Centennial Communications Corp. and its related entities
(including Centennial Cellular Operating Co. LLC) on CreditWatch
with developing implications.  This includes the 'B-' corporate
credit rating and 'B-2' short-term rating on Centennial.
      
"This follows the company's recent announcement that it has
engaged Lehman Brothers and Evercore Partners as financial
advisors to assist it in evaluating a range of possible strategic
and financial alternatives," said Standard & Poor's credit analyst
Catherine Cosentino.

Given the lack of more definitive information, it is not clear
whether the outcome of such an evaluation will be detrimental or
beneficial to Centennial's overall credit profile.  As more
detailed information on the company's plan is announced, the
CreditWatch placement will be revised to reflect our assessment of
the potential affect on Centennial's credit ratings.  

The 'B-2' short-term rating is placed on CreditWatch with
developing implications because it is unclear what effect the
company's strategic plans will have on its near-term liquidity and
associated short-term prospects.


CENTURY/ML CABLE: Court Disallows U.S. Bank's $5 Billion Claim
--------------------------------------------------------------
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York disallows U.S. Bank National Association's
$5 billion claim in Century/ML Cable Venture's chapter 11 case at
the Debtor's behest.

U.S. Bank is the indenture trustee under each of ten different
series of notes issued by five entities that are not debtors in
Century/ML's Chapter 11 case, but rather are debtors in the ACOM
Debtors' cases:

    -- Arahova Communications, Inc.,
    -- FrontierVision Operating Partners, L.P.,
    -- FrontierVision Capital Corporation,
    -- FrontierVision Holdings, L.P., and
    -- FrontierVision Holdings Capital II Corporation.

Richard S. Toder, Esq., at Morgan Lewis & Bockius LLP, in New
York, tells the Court that the U.S. Bank Claim is captioned
"Adelphia Communications Corporation, et al., Case No. 02-41729
(REG)."  However, U.S. Bank purports to list the Claim as being
against Century/ML.  Because of U.S. Bank's use of the Adelphia
caption, the Claim was never docketed in Century/ML's case but
was instead docketed in the ACOM Debtors' Chapter 11 cases,
together with more than 3,000 claims filed by U.S Bank.

Century/ML, Mr. Toder relates, was not aware of the existence of
the Claim until U.S. Bank filed a limited response to its
Disclosure Statement -- over a year and a half after the
Century/ML Bar Date.

The U.S. Bank Claim asserts around $5 billion against Century/ML
for amounts due under the Arahova/FrontierVision Notes,
notwithstanding the fact that Century/ML neither issued the
subject notes nor agreed in any way to be liable for them, Mr.
Toder states.

Specifically, U.S. Bank asserts that Century/ML is liable to it
or to the holders of the Arahova/FrontierVision Notes because of
the Debtor's:

    -- failure to maintain separate corporate existence and
       adequate and accurate financial records,

    -- fraud;

    -- improper inter-company transactions;

    -- improper booking of intercompany transactions;

    -- breach of fiduciary duty; and

    -- corporate wrongdoing.

U.S. Bank further alleges that Century/ML is liable under
doctrines and theories of alter ego, piercing the corporate veil,
agency theory, instrumentality doctrine, domination for
fraudulent or illegal purposes, abuse of corporate privilege and
state fraudulent transfer law.

"Not only is the claim completely devoid of anything more than
conclusory allegations, no conduct whatsoever is alleged in the
U.S. Bank Claim that would give rise to a claim by U.S. Bank
against Century/ML," Mr. Toder says.  "It is patently clear that
Century/ML owes no duty to U.S. Bank or the Noteholders because
Century/ML is not obligated on the Arahova/FrontierVision Notes."

Century/ML said the U.S. Bank Claim:

    a. fails to state a claim upon which relief may be granted;

    b. was improperly filed as it asserts a claim that is not
       reflected in the Debtor's books and records; and

    c. was not properly filed before the Century/ML Bar Date.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

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)


CHAPARRAL STEEL: Earns $17.8 Million of Net Income in 1st Quarter
-----------------------------------------------------------------
Chaparral Steel Company (Nasdaq: CHAP) reported operating profit
of $35.1 million resulting in net income for the first quarter
ended Aug. 31, 2005 of $17.8 million.  The Company reported a
$17.8 million net income, which showed a $3 million increase over
the fourth quarter of fiscal year 2005 but was down from the
record-setting $28.1 million of the prior year first quarter.

"We are starting to see some signs of improvement in non-
residential activity in the United States.  This improvement
contributed to record shipments for the quarter.  Our results
remain consistent despite volatility in raw material and energy
prices," stated Tommy A. Valenta, President and Chief Executive
Officer.  "Current market and industry conditions should support
the continuation of solid financial results."

Record shipments for the quarter of 603,000 tons represent a 22%
increase compared to the first quarter of 2005.  However, the
improvement in shipments was more than offset by a 6% decrease in
realized prices, a 5% increase in scrap expense, and a 22%
increase in energy expense.

The Company continues to make significant strides with its PZC
sheet piling with production and shipments over four times greater
than the first quarter of 2005.

Since the successful spin-off from Texas Industries, Inc., on
July 29, 2005, the company has repaid the $50 million outstanding
on its revolving credit facility.  "We generated significant cash
in August from a reduction in inventory.  The contributing factors
to the reduction were record shipments in the month of August and
production being occasionally curtailed due to high energy cost,"
added Mr. Valenta.

Headquartered in Midlothian, Texas, Chaparral Steel Company is the
second largest supplier of structural steel products in North
America with locations in Midlothian, Texas and Dinwiddie County,
Virginia.  Chaparral follows a market mill concept, making a wide
variety of products including structural beams, specialty bar and
piling products, all at low cost.  The two mills have a combined
production capacity of approximately 2.8 million tons of steel per
year.

                        *     *     *

As reported in the Troubled Company Reporter on June 20, 2005,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Dallas, Texas-based Chaparral Steel Co.  At the
same time, Standard & Poor's assigned its 'BB-' rating and its
recovery rating of '1' to Chaparral's proposed $150 million senior
secured revolving bank credit facility due 2010.  The bank loan
rating and the '1' recovery rating indicate a high expectation of
full recovery of principal in the event of a payment default.
Standard & Poor's also assigned its 'B' rating to the Chaparral's
proposed $200 million senior unsecured notes due 2013 and its
$100 million senior floating rate notes due 2012.  S&P said the
outlook is stable.


CHART INDUSTRIES: S&P Rates Proposed $170 MM Sr. Sub. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Chart Industries Inc.  At the same time, Standard
& Poor's assigned its 'B+' rating and '2' recovery rating
(indicating substantial recovery of principal (80% to 100%) in the
event of a payment default) to the company's proposed $240 million
senior secured bank facilities and its 'B-' rating to Chart's
proposed $170 million senior subordinated notes due 2015.  The
senior subordinated notes are rated two notches below the
corporate credit rating, as priority debt and other liabilities
exceed 30% of assets.  The outlook is stable.
     
Chart, headquartered in Garfield Heights, Ohio, manufactures
equipment used for low-temperature and cryogenic applications.  
The company is expected to have $353 million in debt as a result
of the sale of the company to First Reserve Corp.
      
"The ratings reflect aggressive financial leverage and the
cyclicality inherent in the industrial gas and natural gas
processing markets, the company's main revenue source," said
Standard & Poor's credit analyst David Lundberg.  "These
weaknesses are only partially offset by the company's strong
customer backlog, solid market share across its major product
lines, and improved cost structure," he continued.
     
The stable outlook reflects the good near-term cash flow
visibility due to the company's customer backlog and the
expectation that financial leverage will decline to more moderate
levels as Chart generates free cash flow.  Company ratings would
be negatively affected if business conditions deteriorate and the
company is unable to delever consistent with expectations.
A ratings upgrade is unlikely in the near term.  Chart needs to
demonstrate an ability to consistently meet its financial targets
and reduce financial leverage materially from current levels.


CHART INDUSTRIES: Moody's Rates Proposed $170 Million Notes at B3
-----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Chart Industries
Inc., a manufacturer of standard and engineered products primarily
used for low temperature and cryogenic applications.  The rating
outlook is stable.  The ratings are subject to review of the final
documentation of the financing transactions.

New Ratings Assigned:

   * B1 for the proposed $60 million senior secured revolving
     credit facility, due 2010;

   * B1 for the proposed $180 million senior secured term loan B,
     due 2012;

   * B3 for the proposed $170 million senior subordinated notes,
     due 2015;

   * B1 corporate family rating; and

   * SGL- 2 speculative grade liquidity rating.

Proceeds from the new credit facilities and notes will be used to
fund the acquisition of Chart by affiliates of First Reserve
Corporation, a private equity firm, for $471 million, including
the repayment of existing debt of approximately $68 million.
Equity investment from First Reserve and the management team will
be approximately $118 million.

The ratings reflect:

   * Chart's significant debt leverage;

   * considerable customer concentration;

   * cyclicality in its end-markets; and

   * substantial operational challenges in its post-reorganization
     operations.

At the same time, the ratings are supported by:

   * the company's good niche market position;

   * favorable end-market conditions;

   * improving financial performance benefiting from a number of
     restructuring and cost-cutting initiatives; and

   * good revenue visibility through substantial backlog.

The rating outlook is currently stable.  Factors that could have
negative rating implications include deterioration in its key end-
market conditions and potential shareholder-friendly transactions.
Factors that could have positive rating implications include
sustained improvement in financial performance and demonstrated
commitment to a more conservative capital structure.

Chart is a global supplier of equipment required throughout the
cryogenic liquid supply chain.  The company operates in three
business segments.  The energy and chemicals segment provides
engineered equipment used in the production of hydrocarbon and
industrial gases.  Its distribution and storage segment supplies
cryogenic tanks used in the transportation and storage of liquid
hydrocarbon and industrial gases.  Biomedical segment manufactures
cryogenic tanks and canisters for:

   * medical,
   * biological, and
   * scientific applications.

Despite the diversification, many of Chart's end-markets are
highly cyclical.  The company's biggest end market, the industrial
gas industry, experienced a considerable decline in its operating
environment during the latest cyclical downturn in 2002 and 2003.
As a result, the company experienced considerable declines in
revenues, particularly in the distribution and storage business,
which is the company's largest segment.  The downturn, together
with challenges associated with the integration of MVE Holdings
acquired in 1999, forced the company to file a prepackaged
bankruptcy in 2003.

Following emergence from Chapter 11 in 2003, Chart has undertaken
major operational restructurings aimed at lowering its cost
structure and improving manufacturing efficiencies.  The company
brought in a new CEO and reshuffled its senior management team to
execute the restructuring plan.  These restructuring efforts,
together with substantially improved economic conditions and
strong performance of the energy market, have resulted in
considerable improvement in the company's operating and financial
performance over the past two years.

Pro forma for the transaction, the company will have starting debt
of approximately $353 million or 5.7 times adjusted LTM June 30,
2005 EBITDA.  Adjusted LTM EBITDA would cover interest expense
approximately 2.3 times.  Moody's expects the company's free cash
flow (cash from operations minus capex) to be slightly positive
over the next 12 months after covering capex requirement of $10-15
million.

Moody's expects Chart to have good liquidity over the next twelve
months, as indicated in its SGL-2 speculative grade liquidity
rating.  Operating cash flow generation in 2005 should be adequate
to fund the company's capital spending and other operational
needs.  External liquidity is provided by the $60 million senior
secured revolver with initial availability of roughly $35 million
after approximately $3.3 million of outstandings and $22 million
of letters of credit.  The revolver will have two financial
covenants, e.g. a minimum interest coverage ratio and a maximum
leverage ratio.  Alternative liquidity options are limited as all
assets will be encumbered.

The B1 rating on the senior secured revolver and term loan B
reflects their seniority in the company's debt structure and
benefits of the collateral package.  The facility will be secured
by a first priority lien on the capital stock as well as all
domestic assets of the company and its subsidiaries, and will be
guaranteed on a senior secured basis by all current and future
domestic subsidiaries.

The B3 rating on the $170 million senior subordinated notes
reflects effective subordination to outstandings under the senior
credit facility.  The notes are unsecured but enjoy guarantees
from all material future and existing domestic subsidiaries as
well as its parent company.

Chart Industries Inc, headquartered in Garfield Heights, Ohio, is
a manufacturer of standard and engineered products primarily used
for low temperature and cryogenic applications.  The company
reported total revenues of $347 million for the LTM period ended
June 30, 2005.


CHEMTURA: Expects Operating Income to be $40M Lower than Expected
-----------------------------------------------------------------
Chemtura Corporation (NYSE:CEM) expects third quarter 2005
earnings to be significantly below its initial consensus
estimates.  Earnings per share for the third quarter, before
merger-related and other charges, are forecast to be approximately
ten cents per share, which reflects about $40 million in lower
than expected operating income.

Major shortfalls in legacy Great Lakes businesses, including
Consumer Products, Polymer Stabilizers, Flame Retardants and
Flourine Specialties will contribute more than 60% of the
shortfall.  Approximately 15% is due to direct costs of Hurricane
Katrina.  Shortfalls in Plastic Additives, Rubber Chemicals,
Petroleum Additives and Crop Protection contributed to the
balance, following very robust performance by these businesses in
the second quarter.

"We are extremely disappointed by the softness in volume in the
third quarter," said Robert L. Wood, chairman and chief executive
officer.  "While we would have liked strong, uninterrupted
earnings growth, we believe this quarter and next will prove to be
anomalies in an otherwise strong long-term story.  We remain
unwavering in our resolve to deliver the solid results and merger
synergies we've committed to deliver."

Chemtura Corporation -- http://www.chemtura.com/-- is a global    
manufacturer and marketer of specialty chemicals, crop protection  
and pool, spa and home care products.  Headquartered in  
Middlebury, Connecticut, the company has approximately 7,300  
employees around the world.  

                         *     *    *

As reported in the Troubled Company Reporter on July 7, 2005,  
Standard & Poor's Ratings Services raised its ratings, including  
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.  
(fka Crompton Corp.).  The ratings are removed from CreditWatch  
with positive implications, where they were placed on March 9,  
2005.  The outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's  
recently completed acquisition of Great Lakes Chemical Corp. for  
approximately $1.6 billion in common stock, plus the assumption of  
debt.  The upgrades reflect an immediate strengthening of  
Chemtura's business mix and cash flow protection and debt leverage  
measures as a result of the equity-financed acquisition of a much  
higher-rated company.


CHOICE COMMUNITIES: Wants to Extend Plan Filing Period to Oct. 3
----------------------------------------------------------------
Choice Communities, Inc., dba Eastpoint Nursing & Rehabilitation
Center, asks the Honorable E. Stephen Derby of the U.S. Bankruptcy
Court for the District of Maryland, Baltimore Division, to extend
its exclusive period to file a Plan of Reorganization from
Sept. 21, 2005, to Oct. 3, 2005.

The Debtor also asks the Court to extend the period within which
it may seek plan confirmation through and including Dec. 5, 2005.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, representing
the Debtor, tells the Court that Wilmington Trust Company and the
Official Committee of Unsecured Creditors consented to the plan
filing extension.

Wilmington Trust serves as the Indenture Trustee for holders of
some outstanding bonds issued by the Debtor.  

The Debtor is in active discussions with Wilmington Trust, the
Committee and other creditors to come up with a plan agreeable to
all parties.  However, due to the complexity of some issues of the
Plan, the parties have not yet concluded their negotiations.

Richard M. Kremen, Esq., at DLA Piper Rudnick Gray Carey US LLP in
Baltimore, Maryland represents Wilmington Trust Company and
Stephen F. Fruin, Esq., at Whiteford, Taylor & Preston, L.L.P., in
Baltimore, Maryland represents the Official Committee of Unsecured
Creditors.

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


CKE RESTAURANTS: Earns $8.4 Million of Net Income in 2nd Quarter
----------------------------------------------------------------
CKE Restaurants, Inc. (NYSE:CKR) reported its second quarter
results and the filing of its Quarterly Report on Form 10-Q with
the Securities and Exchange Commission for the fiscal quarter
ended August 15, 2005.

                    Second Quarter Highlights

Net income for the second quarter of fiscal 2006 increased to
$8.4 million, or $0.13 per diluted share, compared to a net loss
of $12.7 million, or ($0.22) per share in the prior year quarter.   
This year's results include an $11.0 million charge to purchase
stock options from the Company's former Chairman of the Board of
Directors who retired during the quarter.  Prior year results
included $22.3 million of charges primarily related to legal
settlements and early debt extinguishment.  Absent these charges,
second quarter net income would have been $19.4 million, or
$0.28 per diluted share (calculated using diluted shares
outstanding, as reported), compared to net income of $9.6 million
for the same period a year ago.

For the first two quarters of fiscal 2006, the Company's net
income was $24.4 million, or $0.37 per diluted share, compared to
a net loss of $2.2 million, or ($0.04) per share in the prior year
comparable period.  Absent the charges mentioned above, net
income for the first two quarters of fiscal 2006 would have been
$35.4 million, or $0.52 per diluted share (calculated using
diluted shares outstanding, as reported), compared to net income
of $20.1 million for the same period a year ago.

Same-store sales increased 1.0 percent at company-operated Carl's
Jr.a restaurants during the second quarter after recording an
8.1 percent increase in the prior year quarter.

Same-store sales were flat at company-operated Hardee'sa
restaurants during the second quarter after recording a 6.2
percent increase in the prior year quarter.

Restaurant-level margins at company-operated Carl's Jr.
restaurants were 23.5 percent for the current-year quarter, an
increase of 310 basis points from the prior year quarter.  The
major components of this margin improvement were lower workers'
compensation and general liability claims expense and lower labor
costs.

Restaurant-level margins at company-operated Hardee's restaurants
were 16.7 percent for the current year quarter, an increase of
270 basis points as compared to the prior year quarter.  The major
components of this margin improvement were lower workers'
compensation and general liability claims expense and lower labor
costs.

Company-operated Carl's Jr. restaurants reached their highest
average unit volume in history with an increase to $1,323,000 for
the trailing 52 weeks.  Hardee's recorded the highest average unit
volume since 1995 with an increase to $872,000 for the trailing
52 weeks.

Consolidated revenue increased to $359.8 million for the current
year quarter, a 1.7 percent increase over the prior year quarter.

For the twenty-eight weeks ended August 15, 2005, the Company
generated earnings before interest, taxes, depreciation and
amortization and facility action charges of $77.1 million.  For
the trailing thirteen periods, the Company generated earnings
before interest, taxes, depreciation and amortization, facility
action charges and loss from discontinued operations, excluding
impairment, of $144.0 million.  Fully diluted shares outstanding
for the twelve and twenty-eight weeks ended August 15, 2005, were
73.6 million and 73.5 million, respectively.

                      Executive Commentary

Commenting on the Company's performance, President and Chief
Executive Officer, Andrew F. Puzder said, "I am pleased to report
second quarter net income, excluding the $11.0 million option
purchase charge, of $19.4 million, which is more than double
the prior year net income, excluding the impact of $22.3 million
of charges for legal settlements and debt retirement, of
$9.6 million.  Both Carl's Jr. and Hardee's faced difficult same-
store sales comparisons from the prior year - positive 8.1 percent
and 6.2 percent, respectively. Carl's Jr. increased its same-store
sales by 1.0 percent, while Hardee's maintained its sales for the
quarter.  Further, both brands recorded store-level margin
improvement in the quarter."

   Carl's Jr.

Mr. Puzder continued, "Same-store sales at company-operated Carl's
Jr. restaurants increased 1.0 percent during the second quarter.
On a two-year cumulative basis, Carl's Jr. same-store sales were
up approximately 9.1 percent for the second quarter.  During the
quarter, the Carl's Jr. brand introduced the Western Bacon
Charbroiled Chicken Sandwich" and promoted the Green Burrito Taco
Salad" at all Carl's Jr. locations.  Carl's Jr. also continued to
promote its latest breakfast offering, the unique Breakfast
Burger", during the quarter."

"Carl's Jr. generated restaurant-level margins of 23.5 percent at
company-operated restaurants during the second quarter, a 310
basis point improvement over the prior year's quarter.  The major
components of this margin improvement were lower workers'
compensation and general liability claims expense and lower labor
costs.  Carl's Jr. generated operating income of approximately
$18.6 million during the second quarter as compared to the
prior-year's operating income of $6.5 million, which included
approximately $7.8 million of litigation settlement charges.
Absent the prior year litigation charges, operating income
increased approximately $4.3 million in the second quarter."

   Hardee's

"Same-store sales at company-operated Hardee's restaurants were
flat in the second quarter.  On a two-year cumulative basis,
Hardee's same-store sales were up approximately 6.2 percent,"
added Puzder.  "Hardee's introduced the Spicy BBQ Thickburgera
during the quarter, featuring the same television ad campaign
starring Paris Hilton that generated a high level of media
interest in the Company when initially used at Carl's Jr. earlier
in the summer.  Hardee's also promoted its Hand-Scooped Ice Cream
Shakes & Maltsa during the quarter, and debuted its Grilled Pork
Chop Biscuita during the breakfast daypart."

"Hardee's restaurant-level margins of 16.7 percent were up 270
basis points as compared to the prior year second quarter.  As
with Carl's Jr., the major components of this margin improvement
were lower workers' compensation and general liability claims
expense and lower labor costs.  Hardee's generated operating
income of approximately $6.9 million during the second quarter,
which is an increase of approximately $4.4 million over the prior
year period."

"Given the current environment of record gasoline prices and given
that our brands' strategies focus on our premium quality/price
products, we will place more emphasis on the cost-benefit of our
products, particularly through our advertising, while continuing
our focus on controlling costs.  In addition, we will continue to
build our brands in our core markets.  We are pleased with the
second quarter performance and look forward to sharing our future
results," Mr. Puzder concluded.

As of the end of its fiscal second quarter on August 15, 2005, CKE
Restaurants, Inc., through its subsidiaries, had a total of 3,159
franchised or company-owned restaurants in 43 states and in 13
countries, including 1,032 Carl's Jr. restaurants, 2,011 Hardee's
restaurants and 100 La Salsa Fresh Mexican Grilla restaurants.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?1b0

CKE Restaurants, Inc., through its subsidiaries, franchisees and
licensees, operates some of the most popular U.S. regional brands
in quick-service and fast-casual dining, including the Carl's
Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and Green
Burrito(R) restaurant brands. The CKE system includes more than
3,200 locations in 44 states and in 13 countries. CKE is publicly
traded on the New York Stock Exchange under the symbol "CKR" and
is headquartered in Carpinteria, California.

                         *     *     *

As reported in the Troubled Company Reporter on July 13, 2005,
Standard & Poor's Ratings Services raised its ratings on quick-
service restaurant operator CKE Restaurants Inc.  The corporate
credit and senior secured debt ratings were raised to 'B+' from
'B', and the subordinated debt rating was elevated to 'B-' from
'CCC+'.  The outlook is stable.


COLLINS & AIKMAN: Asks Court to Deny Visteon Set-Off Plea
---------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to deny
Visteon Corporation's request to lift the automatic stay to effect
set-off.

As reported in the Troubled Company Reporter, Visteon asked the
Bankruptcy Court to lift the automatic stay to set off its mutual
prepetition debt with the Debtors.

Prior to the Petition Date, Visteon provided component parts to
the Debtors for which it remains unpaid.  The Debtors owe Visteon
$2,217,171.  The Debtors also provided component parts to Visteon
for which they remain unpaid.  The amount owing from Visteon total
$43,667.

Patrick J. Kukla, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, contends that Visteon does not have a valid right to
set off.  There are no mutual obligations between the Debtors and
Visteon.  Visteon owes amounts to Collins & Aikman Interiors,
Inc., and Collins & Aikman Automotive Canada.  However, the
Debtors who owe amounts to Visteon are JPS Automotive, Inc., C&A
Automotive Exteriors, Inc., and C&A Products, Co.

According to Mr. Kukla, General Electric Capital Corporation has
not been made a party to Visteon's Motion but would appear to be
the real party-in-interest.  Pursuant to a certain agreement, C&A
Products functions as the collection agent for GECC.  Mr. Kukla
says that it would contravene the intent of the Debtors'
agreements with GECC if the Court allows Visteon to take a set-
off.

Even if Visteon has a claim arising against the Debtors, to the
extent that Visteon receives notice of the assignment of its
receivables prior to the time C&A Payables came into existence,
GECC would take the Visteon Receivables free of any potential
claims arising from the Debtors' payables.

The Official Committee of Unsecured Creditors informs the Court
that it supports the Debtors' arguments.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Has Until Jan. 12 To File Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
extended, until Jan. 12, 2006, Collins & Aikman Corporation and
its debtor-affiliates exclusive period to file a plan of
reorganization.  The Court also extends the Debtors' exclusive
period to solicit votes of that plan to March 13, 2006.

As reported in the Troubled Company Reporter, The Debtors asked
the Bankruptcy Court to extend their exclusive plan filing period
and corresponding solicitation period in order to have sufficient
time to address significant issues in their bankruptcy cases.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, explained that the
Debtors need to secure long-term financing to fund operations,
negotiate permanent price increases from their customers and
substantially lower the costs to produce goods.  Each of these
aspects of the Debtors' future depends on third parties'
willingness to do business with them.  The Debtors are working to
convince their key constituencies that developing long-term
relationships will benefit all parties, which requires the
stability and attention from the Debtors and their advisors that
is made possible by the Exclusivity Periods.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.  (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Debtors Complete Analysis of Reclamation Claims
-----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates submitted a
reclamation analysis supporting the Reclamation Claims Procedures
they submitted to the U.S. Bankruptcy Court for the Eastern
District of Michigan.

The reclamation analysis sets forth what the Debtors believe to be
the actual amount of each claimant's asserted claim that would be
entitled to treatment as a valid reclamation claim, in the absence
of any competing interests of the Debtors or other creditors.

The Debtors asked the Bankruptcy Court's approval of the
Reclamation Claims Procedures in order to prevent a severe
disruption of their business operations.  The uniform procedures
for the processing and treatment of all reclamation claims states:

   (a) Any vendor asserting a Reclamation Claim must satisfy all
       requirements entitling it to a right or reclamation under
       applicable state law and Section 546(c)(1) of the
       Bankruptcy Code;

   (b) The Debtors will file a notice with the Court listing
       those Reclamation Claims the Debtors deem to be valid and
       its amount.  The Debtors will serve the Reclamation Notice
       on all parties-in-interest;

   (c) The Reclamation Notice will be filed by the Debtors within
       180 days of the Court's entry of the Reclamation Order;

   (d) If the Debtors fail to file the Reclamation Notice prior
       to the expiration of the Notice Deadline, any Reclamation
       Claimant may ask the Court to determine the validity of
       its Reclamation Claim, provided that any request will not
       be filed prior to the expiration of the Notice Deadline;

   (e) All parties-in-interest will have the right and
       opportunity to object to the inclusion or omission of any
       Reclamation Claim in the Reclamation Notice;

   (f) All parties-in-interest will have 20 days from the date
       the Reclamation Notice is filed with the Court to object
       to the inclusion or exclusion in the Reclamation Notice of
       any Reclamation Claim or its amount.  All Reclamation
       Claims in the Reclamation Notice that do not draw any
       objection will be fixed in the amount provided in the
       Reclamation Notice without further Court order; and

   (g) All valid Reclamation Claims will be deemed allowed
       administrative claims of the Debtors' estates under
       Section 503(b) of the Bankruptcy Code, subject to the
       requirements of applicable law.

The Debtors believe that the rights of the reclamation claimants,
if any, are subordinate to, and may be extinguished by, the claims
of the prepetition secured lenders.

All parties-in-interest have the right to object to the inclusion
or omission of any asserted reclamation claim in the Reclamation
Notice.  Objections must be received by the Court on September 27,
2005, at 4:00 p.m.

A full-text copy of the Reclamation Notice is available for free
at http://bankrupt.com/misc/collins-valid_reclamation_claims.pdf

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.  (Collins & Aikman Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTAR INT'L: William S. Rymer Resigns as Executive VP & CFO
-------------------------------------------------------------
Constar International Inc. (NASDAQ:CNST) reported that William S.
Rymer has decided to resign as the Company's Executive Vice
President and Chief Financial Officer for personal reasons.  Mr.
Rymer intends to remain with the Company for an unspecified period
of time while the Company recruits a new Chief Financial Officer
and effects a smooth transition.

Michael J. Hoffman, the Company's President and Chief Executive
Officer, commented, "We are sorry to lose an executive of Bill's
caliber.  We are grateful to Bill for his many accomplishments
here.  He led our February 2005 refinancing, which provided us
with a $70 million asset based revolving credit facility, reduced
our effective interest rates on outstanding borrowings, and
extended the average maturity dates on our secured debt.  He was
also instrumental in the development and implementation of
Sarbanes-Oxley compliance procedures.  We appreciate Bill's
professionalism in agreeing to continue in his current role so as
to minimize disruption while we locate a replacement."

Philadelphia-based Constar International is a leading global
producer of PET (polyethylene terephthalate) plastic containers
for food, soft drinks and water.  The Company provides full-
service packaging solutions, from product design and engineering,
to ongoing customer support.  Its customers include many of the
world's leading branded consumer products companies.

                         *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc. to 'B' from 'B+'.  The
downgrade follows the company's disappointing operating
performance in the first quarter of 2005, and lower than expected
trend in earnings and cash generation for the remainder of 2005,
which is likely to further weaken the company's very aggressive
financial profile.  Other ratings were also lowered.  S&P says the
outlook is negative.

As reported in the Troubled Company Reporter on Feb. 4, 2005,
Moody's Investors Service assigned a B2 rating to Constar
International Inc.'s proposed $210 million floating rate first
mortgage note, due 2012, and also affirmed existing debt ratings.
Concurrently, Moody's revised the ratings outlook to stable from
negative.

The rating actions Moody's took are:

   * Assigned B2 rating to the proposed $210 million floating rate
     first mortgage note, due 2012

   * Affirmed the existing Caa1 rating for the $173 million senior
     subordinated notes, due 2012

   * Affirmed B2 senior implied rating

   * Revised to B3 from Caa1, senior unsecured issuer rating (non-
     guaranteed exposure)

   * Moody's will withdraw the B2 rating for the first lien
     revolver, maturing 2007, and the term B loan, maturing 2009

   * Moody's will withdraw the B3 rating for the second lien term
     C loan, due 2010


CONSTAR INT'L: Moody's Reviews $175 Mil. Sub. Notes' Junk Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Constar
International Inc. under review for possible downgrade.  The
review was prompted by the absence of visibility into the
company's near term earnings due to the convergence of several
adverse factors including:

   * protracted increases in energy costs;
   * volatility in the supply and cost of resin;
   * prolonged challenges in Constar's European operations;
   * ongoing pricing pressures; and
   * increased competition.

Additionally on September 20, 2005 after the close of business,
Constar announced the resignation for personal reasons of its
Chief Financial Officer.

The company's liquidity position appears to be adequate with
likely solid availability under its $70 million borrowing base
revolver (not rated by Moody's), which precluded a ratings
downgrade at this time.

During the review for possible downgrade, Moody's will meet with
the company and quantify the impact of these challenges on
Constar's already strained financial position (negative free cash
flow; insufficient EBIT to cover interest expense; and high
financial leverage with debt to EBITDA approaching 7 times).

These ratings were placed under review for possible downgrade:

   * $220 million floating rate first mortgage note, due 2012,
     rated B2

   * $175 million 11% senior subordinated notes, due 2012,
     rated Caa1

   * Corporate Family Rating, B2

Based in Philadelphia, Constar International Inc. is a global
producer of PET (polyethylene terephthalate) plastic containers
for food, soft drinks, and water.  Consolidated revenue for the
twelve months ended June 30, 2005 was approximately $900 million.


CORNING INC: Names McNaughton SVP for Int'l & Strategic Ventures
----------------------------------------------------------------
Corning Incorporated (NYSE:GLW) reported that Donald B.
McNaughton, has been named senior vice president, International
and Strategic Ventures and James P. Clappin, has been promoted to
lead Display Technologies.  These assignments are effective
immediately and both individuals will report directly to Peter F.
Volanakis, chief operating officer.

Mr. McNaughton, 46, will be responsible for ensuring that Corning
maintains and expands its market presence for its businesses and
strategic ventures internationally.  In addition to continuing as
a director of Samsung Corning Co., Ltd. and Samsung Corning
Precision Glass Co., Ltd., he will be proposed as a director of
the company's equity ventures Cormetech, Inc., and Eurokera
S.N.C., as well as have responsibility for Corning's international
network of offices.  Mr. McNaughton has been with Corning since
1989, serving in a number of leadership roles in both the
company's Environmental Technologies and Display Technologies
business segments.  He was named senior vice president, Display
Technologies in 2003.

A resident of Elmira, Mr. McNaughton received his undergraduate
degree from Dartmouth College and a master's degree from the Tuck
School at Dartmouth College.

Mr. Clappin, 48, general manager for Display Technologies, will
lead the development of the business while now assuming
responsibility for the segment's future business growth, strategy
and operations.

Mr. Clappin started with Corning in 1980, joining the company's
Display Technologies segment in 1994.  He was named general
manager of Display's Taiwan operations in 2000, and general
manager, Display Technologies and president, Display Technologies
Asia in 2002.

Mr. Clappin holds a bachelor's degree in chemical engineering from
the University of Rhode Island.

Headquartered in Corning, New York, Corning Inc. is a global,
technology-based corporation that operates in four reportable
business segments: Display Technologies, Telecommunications,
Environmental Technologies, and Life Sciences.

                         *     *     *

As reported in the Troubled Company Reporter on July 13, 2005,
Moody's Investors Service has placed these debt ratings of Corning
Incorporated under review for possible upgrade.

   * Ba2 for the corporate family rating (previously called the
     senior implied rating);

   * Ba2 for senior unsecured notes, debentures, and IRBs;

   * (P)Ba2 for senior unsecured securities and (P)B1 for
     preferred stock issued pursuant to its 415 universal shelf
     registration;

   * B1 for mandatory convertible preferred securities and Not
     Prime for the short-term debt rating.

At the same time, the rating agency affirmed the company's
SGL-1 speculative grade liquidity rating.


COTT CORP: S&P Puts B+ Subordinated Debt Rating on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating and 'B+' subordinated debt rating on the
leading supplier of retailer-branded soft drinks, Toronto, Ont.-
based Cott Corp., on CreditWatch with negative implications.
     
The CreditWatch action follows Cott's announcement of
substantially weaker earnings now expected for 2005 compared with
the company's previous guidance.  The effects of higher raw
material costs, volume softness in the carbonated soft drink
market, and a demand shift in product mix toward lower margin
bottled water have precipitated the earnings revision.

Furthermore, the company was challenged earlier this year as
reflected in its weaker-than-expected financial performance in
first-half 2005.  Despite a 6% increase in first-half 2005 sales,
reported operating income dropped 23% during this time.  Moreover,
gross margin declined to 15.4% for the six months ended June 30,
2005, from 18.7% for the same period in 2004, because of higher
plant costs resulting from lower U.S. manufacturing efficiencies
and higher packaging costs.
     
"We are concerned about the expected drop in earnings for 2005 and
the uncertainty related to the magnitude of this decline," said
Standard & Poor's credit analyst Lori Harris.  "We will meet with
Cott's senior management to discuss the company's expected
performance for 2005 and ongoing business and financial
strategies," Ms. Harris added.


COTT CORP: Moody's Places Ba2 Corporate Family Rating on Review
---------------------------------------------------------------
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
today that it expects 2005 earnings to be substantially lower than
previous guidance.  The rating action reflects the potential for
significantly weaker margins and cash flow as a result of:

   * the weaker-than-expected carbonated soft drink volumes;

   * changing consumer tastes that have resulted in and increasing
     shift towards lower-margined water; and

   * the adverse effects of higher oil prices on raw materials
     pricing, particularly resin.

These ratings were placed on review for possible downgrade:

  Cott Corporation:

     -- Ba2 corporate family rating

  Cott Beverages, Inc.:

     -- Ba3 rating on the $275 million 8% senior subordinated
        notes, due 2011

The review for possible downgrade will focus on:

   * the impact that the above pressures will have on the
     company's operating profit;

   * cash flow and debt protection measures going forward; and

   * the company's plans for cost reduction efforts and pricing.

Moody's will also assess the impact of the recently-added
capacity, through the opening of the new Fort Worth, TX plant and
the acquisition of Macaw (Holdings) Limited, on Cott's
intermediate-term profitability and cash flows.  Furthermore, the
review will also examine Cott's ongoing financial strategy,
liquidity and the prospects for additional acquisitions.

Headquartered in Toronto, Ontario, Cott Corporation is the world's
largest retailer-brand, soft drink supplier with a leading
position in take-home carbonate soft drink markets in:

   * the US,
   * Canada, and
   * the UK.

For the latest twelve months ended July 2005, revenue was
approximately $1.7 billion, EBIT was approximately $119 million,
and EBITDA was approximately $182 million.


CREDIT SUISSE: Fitch Holds BB Rating on $17.9 Mil. Class J Certs.
-----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston's commercial
mortgage pass-through certificates, series 2002-CP3:

     -- $18.0 million class A-1 at 'AAA';
     -- $127.9 million class A-2 at 'AAA';
     -- $521.9 million class A-3 at 'AAA';
     -- Interest-only classes A-SP and A-X at 'AAA';
     -- $34.7 million class B at 'AAA';
     -- $40.3 million class C at 'A+';
     -- $9.0 million class D at 'A';
     -- $10.1 million class E at 'A-';
     -- $14.6 million class F at 'BBB+';
     -- $15.7 million class G at 'BBB-';
     -- $11.2 million class H at 'BB+';
     -- $17.9 million class J at 'BB';
     -- $6.7 million class K at 'BB-';
     -- $4.5 million class L at 'B+';
     -- $11.2 million class M at 'B';
     -- $4.8 million class N at 'B-'.

Fitch does not rate the $14.7 million class O certificate.

The rating affirmations reflect the stable loan performance and
the minimal reduction of the pool collateral balance since
issuance.  As of the August 2005 distribution date, the pool's
collateral balance has decreased 3.7% to $862.8 million from
$895.7 million at issuance.  To date, there have been $0.9 million
in realized losses.

Currently, two loans (0.96%) are in special servicing.  The larger
specially serviced loan (0.69%) is secured by a 196-unit
multifamily property in Dallas, TX and is 90+ days delinquent.  
The special servicer anticipates foreclosing on the property in
October 2005.  The second specially serviced loan (0.27%) consists
of a 77-unit apartment building in Houston, TX.  The loan is
current and pending return to the master servicer.

Fitch reviewed the credit assessment of the Westfarms Mall loan
(8.8%).  The loan is divided into two pari passu A notes and one B
note.  One A note is held in this transaction.  The Fitch stressed
debt service coverage ratio 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.  The year-end 2004 Fitch stressed
DSCR is 1.82 times (x), versus a YE 2003 Fitch stressed DSCR of
1.86x and an underwriting stressed DSCR of 1.90x.  The loan
remains investment grade.


CWMBS INC: Fitch Affirms Low-B Rating on Two Certificate Classes
----------------------------------------------------------------
Fitch Ratings affirms these CWMBS, Inc. residential mortgage-
backed certificates:

CWMBS mortgage pass-through certificates, series 2003-2:

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA+';
     -- Class B1 affirmed at 'A+';
     -- Class B2 affirmed at 'BBB+';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

The affirmations, affecting approximately $154.7 million of the
outstanding balances, reflect the adequate relationships of credit
enhancement to future loss expectations.  The pool has incurred
cumulative losses of only 1% since its initial ratings.  The pool
factor (i.e. current mortgage loans outstanding as a percentage of
the initial pool) for the deal is 31%.

The collateral consists of fully amortizing, prime 30-year fixed-
rate mortgage loans secured by first liens on residential
properties.  The original weighted average loan-to-value ratio is
69.46% and the original weighted average FICO score is 740.  The
three states that represent the largest portion of mortgage loans
are California (63.97%), New Jersey (3.44%) and New York (2.64%).  
The deal is master serviced by Countrywide Home Loans, Inc., which
is rated 'RMS2+' by Fitch.

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


DELPHI CORP: $300 Million Undrawn Under $1.8 Billion Revolver
-------------------------------------------------------------
Delphi Corporation confirmed, in response to market rumors, that
it has not drawn the remaining $300 million under its $1.8 billion
revolving credit facility.  The Company previously disclosed that
in August 2005 it drew down $1.5 billion under this facility.  

The Company's Chairman and Chief Executive Robert S. "Steve"
Miller told Jeffrey McCracken of The Wall Street Journal that he
prefers an out-of-court restructuring over a bankruptcy filing.  

Mr. Miller Federal-Mogul's former non-executive chairman is a
turnaround pro who came to Delphi from Bethlehem Steel.  He
previously disclosed that the Company may file for chapter 11
protection on Oct. 17 if its talks with General Motors Corporation
and Delphi's employee's union, United Auto Workers, fail.  Mr.
Miller had demanded wage cuts of at least $5 an hour, other
benefit reductions and work rule changes from the UAW.  Those
concession total around $2.5 billion in savings for the Company.  
The Company also asked for the freedom to close plants and to
divest or shut down money-losing business units, in the shortest
time possible.  

"If we choose the Chapter 11 process," Mr. Miller told Mr.
McCracken, "we would be very well organized, very well financed
and to that end we are doing all necessary contingency planning.
But we are also spending enormous time trying to find an out-of-
court solution with GM and the unions."

The Company issued the same warning at the start of its talks with
GM, its major client, and the UAW, three weeks ago.  GM is
represented by its Chairman Rick Wagoner.  UAW President, Ron
Gettelfinger, represents UAW.  

"Anyone who thinks Steve Miller . . . will try to pull off a last-
second miracle so [Delphi] can avoid bankruptcy at any cost out to
reconsider," Bloomberg columnist Doron Levin suggests.  

                  Credit Protection Cost Soars

The cost of a credit default swap to insure $10 million of Delphi
Corp. senior debt for a one-year period cost $300,000 six months
ago.  Last week, the cost soared to over $3,000,000.  Yesterday,
sellers of that type of protection wanted $4,600,000.  

"The possibility of a Delphi Corp. bankruptcy-law filing
remains more likely than not," John Kollar at HSBC Securities
wrote in a research report last week, adding that "it is
impossible to know with any reasonable degree of certainty where
negotiations stand."  

Delphi is a 1999 spin-off from General Motors.  While General
Motors and Delphi are separate entities, GM retains
indemnification obligations for some employee obligations.  

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.  Standard & Poor's,
Moody's, and Fitch have put their junk ratings on Delphi's debt
securities.


DELTA AIR: Court OKs Assumption & Renewal of Six Agreements
-----------------------------------------------------------
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the airline business is an interdependent industry
that relies on a network of agreements governing virtually all
aspects of air travel and airline operations.

"Without agreements for coordination between airlines and airline
services, efficient service by the airline industry to the
traveling public would be virtually impossible," Mr. Huebner says.  
Among other things, he continues, these agreements facilitate
cooperation among airlines for critical activities including
making reservations and transferring passengers, baggage, freight
and mail between airlines.

Pursuant to Section 365 of the Bankruptcy Code, Delta Air Lines
Inc. and its debtor-affiliates seek the U.S. Bankruptcy for the
Southern District of New York's authority to assume six groups of
agreements.  

                        Assumed Contracts

                      Interline Agreements

Interline Agreements take two principal forms:

    (i) Multilateral.  Each signatory agrees to a similar
        interline relationship with each other signatory; and

   (ii) Bilateral.  Two carriers typically contract directly for a
        reciprocal interline relationship.

The Debtors are parties to several multilateral agreements with or
administered by the International Air Transport Association, and
to numerous bilateral interline agreements with other airlines
related to ticketing, baggage-handling and other services.

Some Interline Agreements expire every seven days and are renewed
by an exchange of communications before their stated expiration
date, unless they are cancelled by the Debtors, or the other party
cancels them or allows them to expire.  The Debtors are also a
party to certain Interline Agreements that have an indefinite term
but can be terminated on written notice periods varying from three
to 30 days.  Many bilateral interline agreements automatically
terminate every few days or weeks unless renewed by both parties.

                 The Clearinghouse Agreements

The Debtors and other participating carriers settle their mutual
payment obligations arising under many of the Interline Agreements
through two clearinghouses:

    -- the IATA Clearinghouse, and
    -- the Airlines Clearing House, Inc.

The Debtors are parties to various agreements with the
Clearinghouses.  A recent agreement provides, among other things,
a reserve to protect IATA and the participants in the
Clearinghouses and the billing and settlement plan regions, and to
assure continued orderly processing and settlement of obligations
under the IATA Agreements and sales and refunds made by travel
agents.

Each Clearinghouse aggregates billings per month from its
participants to the Debtors, and from the Debtors to other
participants, and calculates a net balance.  For any given month,
based upon the net balance of the billings, the Debtors may be
required to make net payments to the other participants in the
Clearinghouses, or the Debtors may be entitled to receive net
payments from the other participants in the Clearinghouses.

During 2004, the Debtors made cumulative net settlement payments
of approximately $271 million through ACH and $183 million through
ICH.

The Debtors are typically net debtors under the Clearinghouse
Agreements because the Debtors and their agents issue more
interline tickets for transportation on other airlines than do
other airlines and their agents for transportation on the Debtors'
flights.

                       ARC Agreements

The Debtors are party to certain agreements involving the
Airlines Reporting Corporation:

    (i) a carrier services agreement; and
   (ii) an agent reporting agreement with various travel agents.

The Carrier Services Agreement was recently amended to provide,
among other things, a deposit from the Debtors to adequately
protect ARC for the continued orderly processing and settlement of
sales and refunds made by travel agents.

The ARC serves as a clearinghouse and enables the refund claims
of, and commissions owed to, travel agencies to be offset against
the funds owed to airlines from travel agencies.  The ARC submits
travel agency-generated credit card sales to Debtors various
credit card processors, and contemporaneously notifies Debtors of
such sales.  The majority of travel agents located in the United
States are members of the ARC.  The ARC is the mechanism through
which travel agents and airlines settle accounts for tickets sold,
accepted for exchange, or refunded by travel agents.  Under the
ARC Agreements, a participating travel agent's obligations to an
airline are netted against the travel agent's claims against the
airline, and the net amounts due to the airline and from the
travel agent are paid in lump sums.

The Debtors are net creditors of travel agents through the ARC, as
they have consistently been owed more money through the ARC than
they owe travel agents for commission adjustments and ticket
refunds.

                    The BSP Agreements

The Debtors also participate in certain IATA billing and
settlement plan regions, which facilitate international sales
transactions similar to those domestic sales transactions
facilitated by the ARC Agreements.  BSPs are organized to
facilitate sales by foreign travel agents of the Debtors'
transportation services and are the means by which payments for
tickets sold by foreign travel agents are settled.

In addition to the BSPs, the Debtors appoint international travel
agents through the IATA Passenger Agency Agreement.  The IATA
Passenger Agency Agreements create a vertical principal/agency
relationship between the Debtors and certain international travel
agents.  The Debtors participate in these BSPs through a contract
with IATA.  Settlement is facilitated through an agreement with
the IATA Currency Clearing Service.

The BSPs serve as clearinghouses and enable refund claims of, and
commissions claimed by, foreign travel agencies to be offset
against funds owed to airlines from foreign travel agencies.  The
BSPs submit foreign travel agency-generated credit card sales to
the Debtors' various credit card processors and contemporaneously
notify the Debtors of those sales.  Under the BSP Agreements, a
participating foreign travel agent's obligations to an airline are
netted against the travel agent's claims against the airline, and
the net amounts due to the airline and from the foreign travel
agencies are paid in lump sums.

The Debtors are net creditors of foreign travel agents through the
BSPs.  The Debtors are consistently owed more money through the
BSPs than they owe foreign travel agents for adjustments and
ticket refunds.

                       Cargo Agreements

The Debtors are party to various agreements with cargo sales
agents, pursuant to which Cargo Agents sell the Debtors' cargo
services.

These Cargo Agents are customarily entitled to a commission or
other compensation on account of their services, and the sales are
reported to Cargo Network Services Corp., also known as CASS-USA,
in the United States and internationally through various Cargo
Agency Settlement Systems regions.  The Debtors are parties to
certain executory contracts with CNS and with IATA for each CASS
region in which the Debtors participate, which are the means by
which the Debtors' sales of cargo services by cargo intermediaries
in the United States and abroad are reported and the Debtors'
accounts with numerous cargo intermediaries are settled.  In 2004,
the Debtors received net payments through CNS totaling
approximately $66 million.  The Debtors on average owe
approximately $2,800 per month to the various CASS, and payments
are generally one month in arrears.  The amount of the Debtors'
revenue processed through the various CASS each year totals
approximately $73 million.

The Debtors are also parties to the Multilateral Interline
Traffic Agreement Cargo, and the Multilateral Agreements for
Interline Cargo Claims.  The Cargo Payment Agreements establish
the structure of the Debtors' cargo relationships with other
airlines and their agents and the relevant payment terms.  

                   The UATP Agreement

The Universal Air Travel Plan is a program under which
participating contractor airlines, including the Debtors, issue
UATP Cards or Air Travel Cards to corporate subscribers, whose
personnel can use the cards to pay for tickets and other travel
services purchased through participating airlines and through
travel agents.  Under the Amended and Restated UATP Participation
Agreement among Universal Air Travel Plan, Inc., Delta and other
UATP participants, the Debtors both issue UATP Cards and honor
UATP Cards.

Each airline that is a ticketor or contractor under the UATP
Agreement is responsible for administering its own UATP program
including subscriber account approval, card issuance, billing,
servicing and collection of payments from subscribers.

Information on ticket purchases charged to the UATP Card is
processed through the Air Travel Card Acquiring Network.  ATCAN
electronically gathers information on sales charged to the UATP
Card and consolidates the information for reporting to the UATP
Participants.  

The Debtors collect directly from their subscribers for all
charges made on the UATP Cards they issue.  As of June 30, 2005,
the Debtors outstanding UATP receivables due from subscribers
total approximately $21 million.  Total UATP charges collected
from subscribers over the last 12 months ending June 30, 2005,
were approximately $210 million.  The Debtors' participation in
UATP accounts for approximately 1.5% of all of their ticket sales
paid for with credit cards.

The Debtors do not believe that they are in default under the
UATP Agreement.  To the extent any defaults exist under the UATP
Agreement, however, the Debtors have provided adequate assurance
of future performance, required under Section 365(b)(l)(C) of the
Bankruptcy Code, because the Debtors have met all of their
obligations to these entities and expect to meet all of the
obligations in the future.  Further, Mr. Huebner says, the
Debtors have more than sufficient cash on hand and expect to have
access to postpetition borrowings under a debtor-in-possession
facility to satisfy all of their ongoing obligations to those
entities.

                        *     *     *

The Court grants the Debtors' request on an interim basis.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Cutting 9,000 Jobs to Target $3 Billion More Savings
---------------------------------------------------------------
Delta Air Lines (NYSE:DAL) CEO Gerald Grinstein outlined an
expanded and stepped up transformation plan designed to "save
Delta in the near term, so that it can compete and win in the long
term."  The plan targets an additional $3 billion in annual
financial benefits by the end of 2007, on top of the $5 billion in
annual benefits the company is on track to deliver by 2006, as
compared to 2002.

Delta will combine savings achieved through the Chapter 11
restructuring process with planned revenue and network
productivity improvements and more competitive employment costs to
achieve the $3 billion target, with each of the three areas
accounting for roughly $1 billion in revenue and savings benefits.

In a memo to Delta's 52,000 employees, Mr. Grinstein said that the
"transformation plan's business model has been designed to fortify
Delta against the clear and present threats from our competitors"
and that Delta "intends to move from being an unprofitable airline
today to a profitable airline in just over two years."

                   In-Court Restructuring

Utilizing the benefits of the in-court restructuring process,
Delta intends to realize $970 million in annual financial benefits
through savings such as debt relief, lease and facility savings
and fleet modifications.  The company has already rejected leases
on 40 mainline aircraft, which it was not operating at the time of
Delta's Chapter 11 filing, and plans to reduce the size of its
mainline operating fleet by an additional 80-plus aircraft by the
end of 2006.  These actions accelerate by two years Delta's plans
to simplify the fleet by four aircraft types.  With these changes,
Delta plans to operate seven mainline aircraft types by the end of
2006 -- down from 11 today and 14 as recently as 2001.  Reductions
to the regional jet fleet at Delta Connection carrier Comair are
under evaluation and are expected to be determined soon.

                  Productivity Improvements

Ongoing improvements to Delta's route network and revenue stream
are intended to provide $1.1 billion in annual benefits.  Key
initiatives include:

   -- Increasing point-to-point flying and right sizing domestic
      hubs to achieve a greater local traffic mix;

   -- Reducing domestic mainline capacity by 15-20 percent to
      address over capacity in the U.S. market; and

   -- Growing international capacity by 25 percent in 2006 to
      pursue routes with greater profit potential.

Recently disclosed plans to strengthen Delta's domestic hubs and
grow international schedules this winter, including the right
sizing of capacity at Cincinnati and the addition of new or
expanded service to 41 international destinations, are examples of
these strategies.

                 Pay Cuts and Job Reductions

Delta's expanded plan also includes pay cuts and job reductions
for employees throughout the company, which Mr. Grinstein said
"will be shared by all Delta people equitably and within the
context of comprehensive business plan," including an opportunity
for employees to share in future success through enhanced profit-
sharing.

Approximately $930 million in annual financial benefits are
intended to be realized through reduced employment costs, employee
productivity improvements and overhead reductions.  This total
represents annual savings of $325 million from Delta pilots and
$605 million from the non-pilot work force, including management.

Other components of employment changes include:

   -- Eliminating 7,000-9,000 jobs system-wide by the end of 2007;

   -- Reducing pay at all levels of management, including a 25
      percent pay reduction for Mr. Grinstein; a 15 percent
      reduction for officers; and a 9 percent reduction for
      supervisory and other administrative personnel;

   -- Reducing pay scales by 7-10 percent for most frontline
      employees, excluding those earning less than $25,000
      annually; and

   -- Enhancing profit sharing to allow all Delta employees to
      share in future success from the first dollar of
      profitability.

Mr. Grinstein said that as Delta moves forward, the stepped-up
transformation plan will make the company smaller and more cost
efficient, while preserving its customer-focused heritage.

"Delta will move quickly and decisively to do what is necessary to
beat our competitors and meet our financial commitments, and this
means we will become a smaller, more cost-efficient airline, with
a strengthened network and a stronger balance sheet," Mr.
Grinstein said.  "Our transformation will be sweeping and fast-
paced; it must be if we are to survive and thrive as a stand-alone
company in control of our own destiny."

Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. --  
http://www.delta.com/-- is the world's second-largest airline  
in terms of passengers carried and the leading U.S. carrier across  
the Atlantic, offering daily flights to 502 destinations in 88  
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18  
affiliates filed for chapter 11 protection on Sept. 14, 2005  
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,  
Esq., at Davis Polk & Wardwell, represents the Debtors in their  
restructuring efforts.  As of June 30, 2005, the Company's balance  
sheet showed $21.5 billion in assets and $28.5 billion in  
liabilities.


DELTA AIR: Digitas Writes Off $4 Million Receivable as a Bad Debt
-----------------------------------------------------------------
Digitas Inc. (Nasdaq: DTAS) reported that it expects to establish
a reserve to cover amounts due that may not be collectable as a
result of Delta Air Lines' bankruptcy reorganization.

Digitas expects to take a charge of approximately $3 million to $4
million in bad debt expense in the third quarter of 2005 related
to Delta's bankruptcy.

Including the impact of the charge taken for bad debt expense
related to Delta Air Lines' bankruptcy reorganization, Digitas
said it anticipates earnings per share calculated in accordance
with generally accepted accounting principles of $0.05-$0.07 in
the third quarter of 2005 and $0.40-$0.43 for the full year 2005.  
In addition, Digitas expects adjusted cash earnings of $0.07-$0.09
per share for the third quarter of 2005 and $0.45-$0.48 for the
full year 2005.

Digitas reiterated its fee revenue guidance of $83 million-
$85 million for the third quarter of 2005 and $334 million-
$340 million for the full year 2005.

Digitas said it expects its Modem Media agency to remain a
principal marketing partner for Delta's marketing efforts,
including Delta.com and flysong.com, interactive marketing, and
its flagship affinity program Delta SkyMiles(R).

Digitas Inc. (Nasdaq: DTAS) is among the world's largest marketing
services organizations and is the parent company of two of the
industry's most successful digital and direct marketing agencies:
Modem Media and Digitas LLC. Digitas Inc. agencies offer strategic
and marketing services that drive measurable acquisition, cross-
sell, loyalty, affinity and customer care engines across digital
and direct media for world-leading marketers.  The Digitas Inc.
family has long-term relationships with such clients as American
Express, AOL, AT&T, Delta Air Lines, General Motors, IBM, Kraft
Foods, Michelin and Unilever.  Founded in 1980, Digitas Inc. and
its two agencies: Modem Media, with offices in London, Norwalk,
and San Francisco; and, Digitas LLC, with offices in Boston,
Chicago, and New York, employ more than 1,500 professionals.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants Debevoise Plimpton as Special Counsel
------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy for the Southern District of New York's permission to
retain Debevoise & Plimpton LLP's services in their Chapter 11
cases

Since June 2004, Debevoise Plimpton has been advising the Debtors
with respect to their aircraft-related issues in connection with
their out-of-court restructuring efforts.

As the Debtors' special aircraft counsel, Debevoise will:

    (a) advise the Debtors with respect to their aircraft
        financing and lease arrangements;

    (b) analyze issues relating to the Debtors' aircraft
        financing and lease arrangements, including issues
        concerning the treatment of these arrangements under
        Section 1110 of the Bankruptcy Code, tax issues and other
        issues with respect to the arrangements;

    (c) assist the Debtors in connection with negotiations
        relating to the Debtors' aircraft financing and lease
        arrangements;

    (d) prepare on the Debtors' behalf necessary applications,
        motions, complaints, answers, orders, reports and other
        pleadings and documents, and appear before the Court,
        in connection with those documents; and

    (e) perform other legal services for the Debtors as may be
        necessary and appropriate.

The Firm's hourly rates are:

           Professional                       Hourly Rate  
           ------------                       -----------  
           Partners                           $600 to $775
           Associates                         $275 to $500
           Legal Assistants                    $93 to $205
           Project Assistants                  $93 to $205

Debevoise will also charge the Debtors for out-of-pocket expenses
incurred in connection with its services.

Debevoise holds a $2 million retainer from the Debtors.  The Firm
agrees to apply the retainer to fees and expenses incurred
postpetition.

Richard F. Hahn, Esq., a partner at Debevoise & Plimpton LLP,
discloses that the Firm has transacted with a number of parties-
in-interest in matters unrelated to the Debtors' Chapter 11 cases.  
Seven of these parties each accounted at least 1% of the
Firm's revenues in 2004:

    -- AXA,
    -- General Electric,
    -- Mitsui & Co., Ltd.,
    -- MBIA Inc,
    -- John Hancock Financial Services, Inc.,
    -- Prudential PLC, and
    -- Royal Dutch/Shell.

Mr. Hahn asserts that Debevoise neither holds nor represents any
interest adverse to the Debtors and their estates.  The Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in  
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIGITAL LIGHTWAVE: Borrows $500,000 from Optel Capital
------------------------------------------------------
Digital Lightwave, Inc. borrowed $500,000 from Optel Capital, LLC.
Optel is controlled by the Digital Lightwave's largest stockholder
and current Chairman of the Board, Dr. Bryan Zwan.

The loan is evidenced by a secured promissory note, bears interest
at 10.0% per annum, and is secured by a security interest in
substantially all of the Company's assets.  Principal and any
accrued but unpaid interest under the secured promissory note is
due and payable upon demand by Optel at any time after December
31, 2005; provided, however, that the entire unpaid principal
amount of the loan, together with accrued but unpaid interest,
shall become immediately due and payable upon demand by Optel at
any time on or following the occurrence of any of these events:

   (a) the sale of all or substantially all of the Company's
       assets or, subject to certain exceptions, any merger or
       consolidation of the Company with or into another
       corporation;

   (b) the inability of the Company to pay its debts as they
       become due;

   (c) the dissolution, termination of existence, or appointment
       of a receiver, trustee or custodian, for all or any
       material part of the property of, assignment for the
       benefit of creditors by, or the commencement of any
       proceeding by the Company under any reorganization,
       bankruptcy, arrangement, dissolution or liquidation law or
       statute of any jurisdiction, now or in the future in
       effect;

   (d) the execution by the Company of a general assignment for
       the benefit of creditors;

   (e) the commencement of any proceeding against the Company
       under any reorganization, bankruptcy, arrangement,
       dissolution or liquidation law or statute of any
       jurisdiction, now or in the future in effect, which is not
       cured by the dismissal thereof within 90 days after the
       date commenced; or

   (f) the appointment of a receiver or trustee to take possession
       of the property or assets of the Company.

A full-text copy of the Secured Promissory Note is available for
free at http://ResearchArchives.com/t/s?1b1

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

As of June 30, 2005, Digital Lightwave's equity deficit widened to
$42,616,000 from a $29,146,000 deficit at Dec. 31, 2004.


DONOBI INC: Reports $281,930 Net Loss in Quarter Ended July 2005
----------------------------------------------------------------
Donobi Inc. posted a $281,930 net loss for the three months ended
July 31, 2005.  In the same period in 2004, the Company reported a
net loss of $41,174.  The increase in net loss was primarily
attributable to a decrease in gross profit less a decrease in
incurred expenses.  With almost $2,000,000 in assets the Company's
cash position, nevertheless, decreased to $31,728 at July 31,
2005, from the $107,475 at January 31, 2005.

The Company also reported an increase in its accumulated deficit
to $3,788,152 at July 31, 2005, from a $3,387,116 deficit at
January 31, 2005.

                       Going Concern Doubt

The Company has suffered recurring losses from operations, has a
negative book value and negative working capital as of July 31,
2005.  In addition, the Company has yet to generate an internal
cash flow from its business operations.  

These factors, the company says, raise substantial doubt
about Donobi's ability to continue as a going concern, echoing
concerns about the company's viability raised after Bongiovanni &
Associates, P.A., in Cornelius, North Carolina, audited Donobi's
2004 financial statements.

Donobi -- http://www.donobi.com/-- is an Internet Service  
Provider ("ISP") with operations in Washington, Oregon, and
Hawaii.  The Company offers Internet connectivity and digital
video to individuals, multi-family housing, businesses,
organizations, educational institutions and government agencies.
The Company provides high quality, reliable and scalable Internet
access, web hosting and development, equipment co-location, and
networking services to underserved rural markets.


EASTMAN KODAK: Moody's Downgrades Senior Unsecured Rating to B1
---------------------------------------------------------------
Moody's downgraded Eastman Kodak Company's corporate family debt
rating to Ba3 from Ba2 and its senior unsecured notes rating to B1
from Ba3, concluding a review for possible downgrade initiated on
July 21, 2005.  Concurrently, Moody's assigned a Ba2 rating to the
company's $2.7 billion senior secured credit facilities, comprised
of:

   * a $1 billion to $1.2 billion revolving credit facility;

   * $1 billion Term Loan B (to refinance Creo acquisition debt);
     and

   * a $500 million delay draw Term Loan B (for refinancing
     flexibility for $500 million bonds due June 15, 2006).

The rating outlook is negative.

The downgrades reflect Kodak's:

   1) ongoing exposure to the accelerating secular decline of its
      consumer film business and potential decline of its
      entertainment imaging film business;

   2) variability in the utilization of its traditional
      manufacturing assets and potential for incremental
      restructuring costs; and

   3) ongoing execution risks related to the digital migration of
      its consumer and health businesses and integration of its
      commercial graphics imaging businesses.

The Ba2 rating assigned to the senior secured credit facilities
reflects the above factors as well as the security collateral and
the secured cross guarantee afforded to the facilities.  The
secured facility issuers, Eastman Kodak Company and a Canadian
graphics subsidiary ($280 million term loan secured by its
collateral assets), receive the same secured guarantee from all
directly and indirectly owned U.S. subsidiaries, including
substantially all company intellectual property, U.S. inventories,
and U.S. accounts receivable.  Principal properties, defined as
U.S. manufacturing assets, are not part of the security package.

The negative rating outlook reflects Moody's belief that Kodak may
be further impacted by execution risks related to the digital
migration of its consumer and health businesses and integration of
its commercial graphics imaging businesses and may be subject to
further incremental restructuring cash outflows related to its
traditional franchise.

To the degree that Kodak provides evidence of substantial organic
digital and new technology operational earnings traction such that
total company earnings from operations track toward $1 billion per
year, the ratings outlook could be stabilized.  Conversely, if the
company fails to achieve organic digital earnings growth, incurs
incremental cash restructuring outflows of $150 million or more
per year in addition to its already identified outflows, or
substantially revives its acquisition spending, the ratings could
be downgraded.  Given the negative rating outlook, a rating
upgrade is unlikely at the present time.

Approximately 70% of Kodak's pre charge operating earnings relate
to its traditional businesses and continue to be negatively
impacted by the accelerating secular decline of the consumer film
industry and a slower paced secular decline of the traditional
health imaging industry.  In addition, in Moody's view, the
company's traditional earnings are subject to a potential secular
decline within the entertainment imaging film industry.  Despite
cost savings which should accrue from Kodak's extended
restructuring program announced in July 2005, Moody's believes
Kodak remains exposed to variability in its asset utilization and
further incremental restructuring costs related to its traditional
franchise.

Moody's believes competition from:

   * Japanese digital camera, lens, and component manufacturers;

   * international vendors of camera phones; and

   * vendors of consumer digital image output products and
     services

will continue to constrain Kodak's consumer digital business
profitability for at least the near term.

The company continues to face execution risks to grow
profitability in its digital health imaging business, due to the
complex design of digital health products and the challenges to
offer digital health system integration services cost effectively.
Kodak's 21% earnings decline to $174 million in its overall health
business combined with its low 3% year over year digital health
sales growth for the first half of fiscal 2005, in Moody's view,
are reflective of the company's execution risks related to its
health business digital migration.

Kodak, through acquisition, has established a solid foundation of
earnings in commercial graphics, which will likely require further
internal investment to integrate acquired entities and to compete
against larger commercial graphics competitors.  Over the past
several years, the company has acquired leading positions in
growing digital commercial graphics markets, including:

   * computer to plate technology,
   * workflow software, and
   * digital color printing.

Moody's expects the company will also continue to invest in
consumer inkjet.

Kodak's unrestricted cash balances, mostly domiciled offshore, of
$553 million at June 30, 2005, its credit facilities, and
sizeable, yet declining, free cash flow provide ample liquidity.
For 2005, the company expects to achieve a range of between $400
million to $600 million cash flow (cash from operations less
capital expenditures less dividends plus asset sale proceeds and
dividends from unconsolidated affiliates).  

Moody's anticipates that Kodak's 2005 cash flow will benefit from:

   * improved accounts receivable collections,
   * inventory reductions, and
   * asset sales.

Upon completion of the current syndication, the company will have
a $1 billion to $1.2 billion secured revolving credit facility
(with availability less approximately $200 million for letters of
credit and drawn borrowings), which expires September 2010.

Ratings downgraded:

   * Corporate Family Rating to Ba3 from Ba2
   * Senior Unsecured Rating to B1 from Ba3

Ratings Assigned:

   * $2.5 Billion Senior Secured Credit Facilities Ba2

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide leader in imaging products and services.


EDISON MISSION: Moody's Upgrades Sr. Secured Notes Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Edison Mission Energy Funding
Corporation's 7.33% guaranteed senior secured notes due 2008 to
Ba1 from Ba2.  This action concludes a review for possible
upgrade.  The rating outlook is stable.

The upgrade reflects EME Funding's strong debt service coverage
ratios, as well as improvements in the credit quality of both
Southern California Edison Company (SCE: Baa1 senior unsecured,
stable outlook), which is the principal off-taker for EME
Funding's power output, and Edison Mission Energy (EME: B1 senior
unsecured, stable outlook), which is the owner and operator.

The upgrade also recognizes that there is market demand for the
output of the four underlying cogeneration projects, which provide
steam to major oil companies, principally for enhanced oil
recovery operations, and electricity, principally to SCE, in a
marketplace where electricity reserve margins are thin.  EME
Funding's financial performance is very strong, as the project's
debt service coverage ratio was well in excess of 2.0x for the
last several years and is projected to be in the neighborhood of
3.0x over the next several years.

The rating incorporates the substantial involvement by lower rated
EME, which has significant management participation, including
owning the entity that operates the four underlying projects.  EME
also owns 100% of the entities that guarantee payment of debt
service on the bonds, and EME relies upon distributions from EME
Funding as a source of holding company cash.  The rating upgrade
considers structural protections in the project and financing
agreements that include collection and payment accounts
administered by a trustee and a six month debt service reserve.
The upgrade also factors in:

   * the modest contribution of EME Funding relative to EME's
     other subsidiaries;

   * the improvement in EME's liquidity and credit profile
     following the sale of EME's international operations; and

   * the company's refocused strategy around its domestic
     operations, including its well-placed coal-fired fleet in the
     Midwest and in PJM.

The rating also considers the weak collateral package afforded to
note holders at EME Funding, particularly when compared to other
project financing structures in the power sector.  EME's Funding's
collateral package consists of the pledge of the promissory notes
issued by the four Guarantors and 99% of the capital stock in EME
Funding.  Unlike the collateral packages in most power project
financings, which generally include tangible assets, EME Funding's
collateral effectively amounts to an unsecured obligation of each
of the Guarantors, on a joint and several basis, to provide
sufficient cash flow for debt service at EME Funding.  This is a
consideration in the rating notching between the ratings of EME
Funding and EME.

EME Funding's stable rating outlook incorporates the predictable
and robust contracted DSCRs expected over the remaining life of
the bonds, provided principally by cash flows from investment
grade counterparties.  The near-term prospects for a rating
upgrade of EME Funding are limited in the absence of rating
upgrade at EME, due to:

   * the relatively weak collateral package;

   * the high reliance on a few counterparties for the project's
     cash flow; and

   * the substantial involvement and ownership by EME.

Longer-term, the rating could be upgraded if the project's DSCRs
continue to exceed 2.0x as projected and if EME is upgraded.  The
rating could be downgraded:

   * if the credit quality of EME weakened;

   * if the credit quality of the principal off-taker, SCE,
     declined measurably; or

   * if the operations of several of the cogeneration plants were
     to deteriorate significantly causing DSCRs to fall
     below 1.50x.

EME Funding is a special purpose Delaware corporation owned 99% by
Broad Street Contract Services, Inc. and 1% by EME.  It was formed
for the sole purpose of issuing notes and bonds on behalf of the
four Guarantors.

EME owns 100% of:

   * Camino Energy Company,
   * San Joaquin Energy Company,
   * Western Sierra Energy Company, and
   * Southern Sierra Energy Company.

All of these entities are holding companies, all provide upstream
guarantees to EME Funding and all receive project level dividends
that are used to service the debt at EME Funding.  Each of the
Guarantors own an approximately 50% interest in the respective
project companies:

   * Watson Cogeneration Company,
   * Midway-Sunset Cogeneration Company,
   * Sycamore Cogeneration Company, and
   * Kern River Cogeneration Company.

These four project companies are engaged in the ownership and
operation of natural gas fired cogeneration facilities located at
enhanced oil recovery projects and at refineries in California.
Each of the four project companies have power purchase agreements
with investment grade California utilities, principally SCE, and
each have steam sales agreements with different major energy
companies.

EME is an indirect wholly-owned subsidiary of Mission Energy
Holding Company (B2 senior secured debt; stable outlook), which is
wholly-owned by Edison International (Baa3 senior unsecured debt;
stable outlook).


EDWARD COUVRETTE: List of 10 Largest Unsecured Creditors
--------------------------------------------------------
Edward F. Couvrette released a list of his 10 Largest Unsecured
Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
American Express              Credit card               $147,141
P.O. Box 6504483
Dallas, TX 75265-0448

Joanne Couvrette              Money due on              $112,000
13274 Jacarte Court           property settlement/
San Diego, CA 92130           attorneys' fees

Joanne Couvrette                                        $105,000
13274 jacarte Court
San Diego, CA 92130

Harvey & Wood                 Attorneys fees             $62,211

Magnum & Associates           Attorneys fees             $52,134

Advanta Bank                                             $49,602

Bank of America                                          $22,464

GE Money Bank                                            $21,944

United Mileage Plus           Credit card                $13,867

California Coast Credit       Credit card                     $1
Union

Edward F. Couvrette filed for chapter 11 protection on July 29,
2005 (Bankr. W.D. Va. Case No. 05-72872).  Richard E.B. Foster,
Esq., at Magee Foster Goldstein & Sayers, represents the Debtor in
his restructuring efforts.  When the Debtor filed for protection
from his creditors, he estimated assets between $500,000 and $1
million and estimated debts between $1 million and $10 million.


ENTERGY NEW ORLEANS: S&P Lowers Corporate Credit Rating to CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating of electric utility Entergy New Orleans Inc. to 'CCC+' from
'BBB'.  Ratings remain on CreditWatch with negative implications,
where they were placed on August 31, 2005 in the wake of Hurricane
Katrina.
     
Ratings for parent Entergy Corp. and all other affiliates remain
on CreditWatch with negative implications as well.
     
Recovery prospects for Entergy New Orleans' first mortgage
bondholders are also under review pending the valuation of the
remaining utility plant collateral and estimates of insurance
proceeds.
     
The rating action on Entergy New Orleans incorporates the range of
alternatives that are being considered by parent Entergy Corp. to
maintain liquidity at Entergy New Orleans, including filing a
petition seeking protection for the subsidiary under federal
bankruptcy law.  Currently, Entergy New Orleans is fully drawn on
its credit facility and has little available liquidity to meet its
near-term operating needs.
      
"Absent an infusion of funds from the parent, we conclude it is
highly likely that Entergy New Orleans will seek bankruptcy
protection," said Standard & Poor's credit analyst John Whitlock.
     
S&P's current assessment is that if Entergy New Orleans were to be
filed into bankruptcy, all other Entergy units, including the
parent, would be excluded from the proceeding.  Support for
maintaining Entergy Corp.'s corporate credit rating in investment
grade stems from Standard & Poor's assessment that the parent has
the means and motivation to effectively contain the obligations of
Entergy New Orleans at the subsidiary level.

With restoration estimates for the Entergy New Orleans system
ranging between $325 million and $475 million, the cost of repairs
far exceeds the company's net tangible worth.  Therefore, in this
instance, Standard & Poor's has departed from viewing the entire
entity on a consolidated basis and delinked the ratings of parent
Entergy Corp. and subsidiary Entergy New Orleans based on the
economic realities of the restoration costs and the reasonable
expectation that management will exercise fiduciary responsibility
and elect not to further support Entergy New Orleans.
     
Resolution of the CreditWatch listing for Entergy Corp. and
affiliates will be highly dependent on several factors, including:

   * the actual restoration cost;
   * the time period to recover the restoration costs; and
   * the effect of Katrina on regional economic activity.

Greater clarity on the possibility of federal loan guarantees to
pay for costs, the potential for enhanced rate mechanisms by
either local regulators or the FERC to recover costs, and the
level of attentiveness from state authorities and regulators will
all factor into Entergy Corp.'s going-forward credit profile.
     
Entergy's liquidity position as of September 19, 2005 is adequate.
The $2 billion, five-year bank credit facility has $836 million
available and contains no material adverse change clause.  
Standard & Poor's expects that Entergy will be able to effectively
maintain its liquidity position through various means, including:

   * debt issuance at utility subsidiaries;
   * timing of capital projects; and
   * the possibility of additional lines.

In addition, if the company cannot obtain waivers from its bank
lenders, a bankruptcy filing by Entergy New Orleans would trigger
cross-defaults to the $2 billion credit facility.


ENTRAVISION COMMS: Extends Tender Offer for Sr. Notes to Sept. 29
-----------------------------------------------------------------
Entravision Communications Corporation (NYSE: EVC) extended its
tender offer for any and all of its $225,000,000 aggregate
principal amount of 8.125% Senior Subordinated Notes due 2009 and
related consent solicitation.  The tender offer and the consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated Aug. 9, 2005.

The expiration of the tender offer has been extended from 5:00
p.m., New York City time, on Sept. 21, 2005, to 9:00 a.m., New
York City time, on Sept. 29, 2005, unless further extended by
Entravision.  Payments in consideration for tendered Notes will be
made promptly after the expiration of the tender offer and consent
solicitation.

As previously disclosed on Sept. 7, 2005, the tender offer yield
for Notes tendered and accepted will be 4.189%, which was
determined as of 2:00 p.m., New York City time, on Sept. 7, 2005,
by reference to a fixed spread of 0.50% over the yield to maturity
based on the bid side price of the 1.50% U.S. Treasury Note due
March 31, 2006.

The right to withdraw tenders of Notes expired at 5:00 p.m., New
York City time, on Aug. 22, 2005.  As previously announced on
Aug. 22, 2005, Entravision received tenders and consents from
holders of 100% of its Notes prior to the Consent Time.  Assuming
a payment date of Sept. 29, 2005, consideration for such Notes
will be $1,057.61 per $1,000 principal amount of Notes, which
includes a consent payment of $20.00 per $1,000 principal amount
of Notes.

The tender offer and consent solicitation are being made upon the
terms, and subject to the conditions, set forth in the Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal, each dated Aug. 9, 2005.  The
obligation of Entravision to accept for purchase and pay for the
Notes in the tender offer is conditioned on, among other things,
the completion by Entravision of a new financing arrangement.

Entravision has retained Goldman, Sachs & Co. and Citigroup Global
Markets Inc. to serve as the joint dealer managers and
solicitation agents for the tender offer and the consent
solicitation.  Questions regarding the tender offer and the
consent solicitation may be directed to Goldman, Sachs & Co. at
(800) 828-3182 or (212) 357-7867, or Citigroup Global Markets Inc.
at (800) 558-3745 or (212) 723-6106.  Requests for documents in
connection with the tender offer and the consent solicitation may
be directed to Bondholder Communications Group, the information
and tender agent, at (212) 809-2663.

Entravision is a diversified Spanish-language media company
utilizing a combination of television, radio and outdoor
operations to reach approximately 75% of Hispanic consumers across
the United States, as well as the border markets of Mexico.  
Entravision is the largest affiliate group of both the top- ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets in the United States.  Entravision owns and operates one
of the nation's largest groups of primarily Spanish-language radio
stations, consisting of 54 owned and operated radio stations in 21
U.S. markets.  Entravision's outdoor advertising operations
consist of approximately 11,100 advertising faces located
primarily in Los Angeles and New York.  Entravision shares of
Class A Common Stock are traded on The New York Stock Exchange
under the symbol: EVC.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 9, 2005,
Moody's Investors Service assigned a Ba3 rating to Entravision
Communications Corporation's proposed senior secured bank credit
facilities totaling $650 million ($150 million revolving credit
facility, $500 million term loan).  In addition, Moody's upgraded
the corporate family rating to Ba3 from B1.  The proceeds from the
new facilities will be used to:

   * refinance outstandings under the existing senior secured
     credit facilities;

   * tender for the company's 8.125% senior subordinated notes
     due 2009; and

   * fund general corporate purposes.

The ratings assignment and upgrade continue to reflect:

   * the company's strong operating performance;

   * the robust growth prospects of Spanish-language media;

   * Moody's belief that the company's aggressive acquisition
     strategy has slowed given the lack of opportunities deemed
     attractive by management; and

   * the likelihood of further deleveraging due to continued
     organic growth in cash flow.

Moody's took these rating actions:

   1) assigned a Ba3 rating to $150 million senior secured
      revolving credit facility due 2012;

   2) assigned a Ba3 rating to $500 million senior secured term
      loan due 2013; and

   3) upgraded the corporate family rating to Ba3 from B1.

Moody's withdrew the B1 ratings on the company's existing senior
secured credit facilities.  Additionally, Moody's will withdraw
the B3 rating on the $225 million of 8.125% senior subordinated
notes due 2009 upon completion of the redemption.

Moody's said the rating outlook is stable.


FOAMEX INT'L: Bankruptcy Filing Prompts Nasdaq to Delist Stock
--------------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI) received notice from The
Nasdaq Stock Market, Listing Qualifications Department indicating
that the Listing Qualifications Department Staff has determined
that, in accordance with Nasdaq Marketplace Rules 4300, 4450(f)
and IM-4300, Foamex will be delisted from the Nasdaq Stock Market
as of Sept. 28, 2005.  

In light of the Company's voluntary filing for relief under
chapter 11 of the Bankruptcy Code which Foamex announced on Sept.
19, 2005, the Company has determined it will not request a hearing
to appeal Nasdaq's determination to delist its securities.  The
Company's securities may trade on the OTC Bulletin Board or the
"Pink Sheets" although there can be no guarantee that trading will
be available.  Foamex will use chapter 11 to implement its
restructuring initiatives, which are designed to restore the
Company to long-term financial health, while continuing to operate
in the normal course of business.

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


FOAMEX INT'L: Court Grants Interim Access to $240-Mil DIP Loan
--------------------------------------------------------------
Before filing for chapter 11 protection, Foamex L.P. borrowed
money under a number of credit agreements:

                                              Amount Outstanding
   Credit Facility                             at Petition Date
   ---------------                            ------------------
   Revolving Credit and Term Loan Facility          
   with Bank of America, N.A., as              
   administrative agent:
        Revolving Loans                             $139,467,765
        Term Loans                                   $32,863,742
        Undrawn Letters of Credit                    $21,656,223

   Term Loan B Facility with Silver Point            
   Finance, LLC, as administrative agent             $80,000,000

To secure repayment of these obligations, Foamex International,
Inc., and its debtor-affiliates granted the Lenders priority liens
on and security interests in substantially all of their assets,
including all material real property, intellectual property,
accounts receivable, inventory, investment property and equipment.  
The Debtors do not dispute the validity of those liens.

Pursuant to an indenture, dated as of March 25, 2002, Foamex L.P.
and Foamex Capital Corporation issued $300 million of 10-3/4%
Senior Secured Notes due April 1, 2009, which are secured by
junior liens on substantially all of the Prepetition Collateral.  
But the Notes are not guaranteed by Foamex Canada or secured by
its assets.

Without access to fresh financing, the Debtors won't have enough
cash to continue operating under chapter 11 protection.  
Specifically, the Debtors will have difficulty paying their
employees and suppliers and obtaining adequate trade terms, which
would have a devastating effect on the Debtors' operations,
customer base and revenues.  "Thus, funds are urgently needed to
meet all of the Debtors' working capital and other liquidity
needs," Alan W. Kornberg, Esq., at Paul, Weiss, Rifkind, Wharton
& Garrison, LLP, in New York says.

The Debtors solicited postpetition financing proposals.  After
receiving a variety of proposals, the Debtors concluded that Bank
of America's proposal provided the most favorable terms and the
best pricing under the circumstances.

                    BofA-Led DIP Facility

Following intense negotiations, Bank of America, as
administrative agent and as lender, agreed to make a debtor-in-
possession financing facility available to Foamex L.P.  Other
lenders include:

   -- General Electric Capital Corporation
   -- JPMorgan Chase Bank, N.A.
   -- Congress Financial Corporation Central
   -- State of California Public Employees' Retirement System
   -- PNC Bank, National Association
   -- Wells Fargo Foothill, LLC

The DIP Revolving Credit Lenders will make revolving loans and
other extensions of credit available to Foamex L.P. up to a
maximum outstanding principal amount of $240 million -- including
a $40 million sub-limit for letters of credit.

Once the U.S. Bankruptcy Court for the District of Delaware
approves the DIP Agreement, Foamex L.P. will repay the outstanding
amounts under the Prepetition Bank Facility in full with a portion
of the DIP Facility proceeds.  All Prepetition Letters of Credit
will be deemed to be letters of credit issued and outstanding
under the DIP Revolving Credit Facility.  The balance of the DIP
Loan will be used for working capital and other general corporate
purposes.

Upon repayment of the Prepetition Bank Facility, Foamex L.P.
expects that $30 million will remain available under the DIP
Revolving Credit Facility, which it believes is sufficient to
operate its businesses in Chapter 11.

Subject to certain closing conditions, the DIP Revolving Credit
Lenders have also agreed to convert amounts outstanding under the
DIP Revolving Credit Agreement upon the Debtors' emergence from
Chapter 11 into a revolving credit exit facility of up to $275
million -- including a $40 million sub-limit for letters of
credit.

                  Silver Point Roll-Up Facility

Silver Point, as administrative agent and as lender, also agreed
to make a debtor-in-possession financing facility available to
Foamex L.P.  Silver Point and other DIP Term Loan Lenders will
repay the $80 million outstanding under the Prepetition Term Loan
Facility using the proceeds of an $80 million DIP Term Loan
Facility.  All unpaid interest and fees under the Prepetition
Term Loan Facility due at closing will be paid by the Debtors.

Upon approval of the DIP Term Loan Facility, Silver Point has
agreed to:

   -- return to the Debtors $1,025,000 in fees previously paid to
      it under the Prepetition Term Loan Facility, and

   -- waive any right they may have to default rate interest
      under the Prepetition Term Loan Facility.

In addition, interest will accrue under the DIP Term Loan
Facility at a substantially lower non-default rate than is
currently provided for under the Prepetition Term Loan Facility.

Upon the effectiveness of the Debtors' plan of reorganization,
the DIP Term Loan Facility may be converted into an $80 million
exit term loan financing facility.  Silver Point has entered into
a commitment letter with the Debtors to provide the Term Loan
Exit Facility.

The priority of all liens and claims between the postpetition
lenders will be set forth in a Postpetition Intercreditor
Agreement.

                   Key Terms of DIP Facilities

   Borrower:        Foamex L.P.

   DIP Guarantors:  Foamex International, FMXI, Inc., Foamex
                    Canada, and all domestic subsidiaries of
                    Foamex L.P.

   DIP Agents:      Bank of America, under the DIP Revolving
                    Credit Facility, and Silver Point, under the
                    DIP Term Loan Facility

   Scheduled
   Maturity Dates:  At the earlier of:

                    (a) 18 months after the closing date of the
                        DIP Revolving Credit Facility, and

                    (b) the effective date of the Debtors' Plan
                        of Reorganization.

   Commitments:     The DIP Term Loan Facility will not exceed
                    the principal amount of $80,000,000.  
                    Revolving Credit commitments under the DIP
                    Revolving Credit Facility will not exceed
                    $240,000,000 in the aggregate, with a sub-
                    limit for letters of credit not to exceed
                    $40,000,000.  Borrowings under the DIP
                    Revolving Credit Facility will be limited by
                    a borrowing base of:

                    (a) 85% of eligible accounts receivable, plus

                    (b) the lesser of:

                        (x) 70% of the value of eligible
                            inventory, and

                        (y) 85% of the appraised net orderly
                            liquidation value of eligible
                            inventory, plus        

                    (c) the lesser of $50,000,000 or

                        -- 85% of gross orderly liquidation value
                           of eligible equipment, plus

                        -- 50% of fair market value of eligible
                           owned real estate, minus

                    (d) reserves that Bank of America may
                        establish in good faith.

                    Availability under clause (c) will be reduced
                    by $1,562,000 on the first business day of
                    each fiscal quarter of the Borrower beginning
                    with the Borrower's fiscal month January
                    2006.

   Use of Proceeds: Proceeds of borrowings under the DIP
                    Revolving Credit Facility will be used to
                    refinance prepetition amounts outstanding
                    under the Prepetition Bank Facility and for
                    working capital purposes.  Prepetition
                    Letters of Credit will be deemed to be
                    letters of credit issued and outstanding
                    under the DIP Revolving Credit Facility.  
                    Proceeds of the borrowings under the DIP Term
                    Loan Facility will be used to refinance the
                    principal amount outstanding under the
                    Prepetition Term Loan Facility.

   Interest:        Interest on the DIP Revolving Credit Facility
                    will be payable monthly at a rate equal to,
                    at the Borrower's election, the LIBOR Rate
                    plus 250 basis points or the Base Rate plus
                    100 basis points.  Upon approval of the DIP
                    Term Loan Facility, interest will be payable
                    monthly at a rate equal to 10% above the
                    LIBOR Rate subject to a 0.75% add-on if
                    trailing 12-month EBITDA is less than
                    $58,000,000 beginning as of the fiscal
                    quarter ending on January 1, 2006.

   Fees & Expenses: In addition to customary unused line fees,
                    administrative agent fees and letter of
                    credit fees as well as non-refundable
                    prepetition commitment or closing fees paid
                    in connection with the DIP Revolving Credit
                    Facility, the Borrowing will be obligated to
                    pay the DIP Revolving Credit Agent a
                    $1,250,000 closing fee.  There are no closing
                    fees associated with the DIP Term Loan
                    Facility.  Rather, on the closing date of
                    that facility, the DIP Term Loan Agent will
                    return to the Borrower certain fees already
                    paid totaling $1,025,000.  The Borrower will
                    also be obligated to pay the DIP Lenders and
                    DIP Agents' customary fees and expenses.

   Prepayment
   Premium:         Any prepayment or voluntary repayment of the
                    DIP Term Loan Facility may be subject to a
                    prepayment premium equal to 8%, but no
                    prepayment premium will be payable [if] the
                    DIP Term Loan Facility is refinanced through
                    the proposed Term Loan Exit Facility.

   Security:        All obligations to the DIP Agents and Lenders
                    will be secured by first priority liens on
                    the Postpetition Collateral (excluding
                    avoidance actions), subject to the Carve-Out
                    and certain other permitted liens.

   Carve-Out:       $3,000,000

   Financial
   Covenants:       The Debtors will be required to maintain
                    certain agreed upon levels of EBITDA to be
                    tested on a monthly basis.  The Debtors will
                    have a limitation on its ability to incur
                    capital expenditures.

   Conditions
   to Closing:      [customary]

   Adequate
   Protection:      The Indenture Trustee will be afforded
                    adequate protection in the form of junior
                    replacement liens on the Postpetition
                    Collateral.  The Debtors have agreed to pay
                    the fees and expenses of legal counsel and
                    financial advisor to the ad hoc committee of
                    holders of 10-3/4% Senior Secured Notes as
                    well as fees and expenses of legal counsel to
                    the Indenture Trustee.

   Automatic Stay;
   Events of
   Default:         Upon the occurrence and continuation of an
                    Event of Default, the DIP Agent may terminate
                    the commitments under the DIP Revolving
                    Credit Facility, declare all Postpetition
                    Obligations owing to be due and payable, and
                    exercise rights and remedies under the
                    relevant DIP Financing Documents, without
                    regard to the automatic stay imposed by
                    Section 362 of the Bankruptcy Code.  Events
                    of Default include the Borrower's failure to:

                    -- pay any amount due under the DIP Financing
                       Document, and

                    -- observe any covenant or obligation in any
                       of the DIP Financing Documents or the
                       Financing Order.

A full-text copy of the 107-page DIP Credit Agreement with Bank
of America is available for free at:

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

                         Interim Approval

At a hearing on Sept. 21 in Delaware, Judge Walsh allowed the
Debtors to access up to $221 million of the $240 million DIP
Revolving Credit Facility arranged by Bank of America and obtain
a new $80 million DIP Term Loan from Silver Point.

Bloomberg News reports that Trustee David Buchbinder objected to
the Debtors' request because the DIP financing may cause
"irreparable harm" by saddling Foamex with debt it can't repay.

According to Dawn McCarty at Bloomberg, Judge Walsh believes that
the DIP Agreement is the "best" for the Debtors even though it's
not the standard postpetition financing facility.

Judge Walsh will convene a final hearing next month to consider
entry of a final DIP Financing Order and consider any objections
that might be raised by any official committees appointed by the
United States Trustee later this month.  

Bank of America is represented by Marc D. Rosenberg, Esq., at
Kaye Scholer LLP, in New York.

Silver Point is represented by James M. Peck, Esq., and Andrew R.
Gottesman, Esq., at Schulte Roth & Zabel LLP, in New York.

Headquartered in Linwood, Pa., Foamex International Inc. --  
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and  
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,  
aerospace, defense, electronics and computer industries. The  
Company and eight affiliates filed for chapter 11 protection on  
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).   
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,  
represent the Debtors in their restructuring efforts.  Houlihan,  
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the  
ad hoc committee of Senior Secured Noteholders.  As of July 3,  
2005, the Debtors reported $620,826,000 in total assets and  
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FEDERAL-MOGUL: Gets Court Nod to Enter into Amended IBM Agreements
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware permits
Federal-Mogul Corporation and its debtor-affiliates to enter into
an amended set of agreements with International Business Machines
Corporation relating to Federal-Mogul Corporation's information
systems at all of its facilities.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that the IBM
Agreements:

    (x) represent the Debtors' implementation of a uniform
        information system on a worldwide basis, and

    (y) provide for IBM to install the leading "enterprise
        resource planning" software system into the Debtors'
        facilities worldwide.

The IBM Agreements, Mr. O'Neill continues, arose out of the
Debtors' ongoing efforts to reduce operational costs and become
more efficient and profitable.

As a result of Federal-Mogul's acquisition strategy in the late
1990s, the portfolio of information systems at the Debtors'
facilities is significantly larger than those of many of their
competitors or other comparable enterprises, Mr. O'Neill says.

To streamline information services, Federal-Mogul has adopted the
SAP software system as the global ERP system standard.  SAP is
the world's largest inter-enterprise company and third-largest
independent software supplier.  SAP's automotive information
solution is becoming the industry standard.

By adopting a uniform information system on a global basis,
Federal-Mogul expects to:

    -- be able to streamline processes;

    -- improve relationships with its customer base through
       improving product quality and delivery times;

    -- manage internal controls and process compliance on a global
       Basis; and

    -- be more responsive to market pressures.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's balance
sheet showed a US$2.048 billion stockholders' deficit, compared to
a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. (Federal-Mogul Bankruptcy News, Issue No. 91;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FISCHER IMAGING: Urges Vote on Merger to Avert Bankruptcy Filing
----------------------------------------------------------------
Fischer Imaging Corporation (Pink Sheets: FIMG) adjourned the
special meeting of stockholders that took place Wednesday in order
for Fischer to solicit additional proxies to vote on the proposed
asset purchase transaction between Fischer and Hologic, Inc.

The special stockholder meeting is scheduled to be reconvened on
Sept. 28, 2005, at 10:00 a.m. at the offices of Fischer.  Approval
of the transaction requires the affirmative vote of a majority of
Fischer's outstanding shares of common stock.

"While we did receive enough proxies to constitute a quorum, the
total number of proxies granted in favor of the transaction did
not represent the required majority of outstanding shares," Gail
Schoettler, Chair of the Board of Directors, said.  "We remain
hopeful that we can obtain enough additional affirmative votes to
approve the transaction, which we believe remains the best
transaction available for Fischer and its stakeholders.  If the
transaction is not approved, Fischer will have no other
alternative than to initiate bankruptcy proceedings.  We do not
think this is in the best interests of Fischer or its stakeholders
and therefore strongly encourage all stockholders to vote to
approve the asset sale transaction."

Fischer Imaging Corporation -- http://www.fischerimaging.com--
engages in the design, manufacture, and sale of mammography and
digital imaging products used to diagnose breast cancer and other
diseases.  It offers digital imaging systems and other medical
devices that help radiologists, surgeons, and other healthcare
professionals in screening, diagnostic, and interventional
procedures.


FLINTKOTE COMPANY: Wants $38MM Insurers Settlement Pact Approved
----------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
settlement agreement with Mt. McKinley Insurance Company and
Everest Reinsurance Company.

The Debtors have engaged dispute with the Insurer parties as to
their respective rights and obligations including the value of any
remaining coverage available to the Debtors.

On January 23, 1991, they entered into four separate insurance
coverage settlement agreements.  The 1991 settlement agreements
resolved certain issues with respect to the coverage provided
under the policies for asbestos-related claims, but left other
issues unresolved.

The Debtors asserted that their unpaid billings to the Insurer
parties currently exceed $30 million and approximately $500,000 in
remaining coverage under the 1991 settlement agreements available
for asbestos-related claims.

To settle their disputes, the Insurer parties agreed to pay $38
million, plus any accrued interest on or before the earliest of
the following dates:

   a) 30 days after the entry of a final order to plan
      confirmation;

   b) 30 days after entry of a final order to dismiss chapter 11
      cases; or

   c) December 31, 2007.

The settlement agreement provides that simple interest will begin
to accrue on the principal amount beginning on January 1, 2006, at
the rate of 4.75% per annum, which accrual would represent per
annum amount of $1,805,000.  If payment is made during a year,
interest will be prorated to the payment date.

The settlement agreement also requires both the Debtors and the
Insurer parties to release each of them fully and completely from
any and all claims under each of the policies, and under the 1991
settlement agreements.  It also provides for a resolution of
pending litigation between them.

The Debtors believe that the settlement agreement will allow them
to liquidate remaining insurance coverage amounts in order to
bring additional assets into their estates for the purposes of
distribution to their 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.


FOSS MANUFACTURING: Bernstein Shur Approved as Local Counsel
------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Hampshire gave
Foss Manufacturing Company, Inc., permission to employ Bernstein,
Shur, Sawyer & Nelson, P.A.,

Bernstein Shur will:

   a) analyze the Debtor's financial situation and prepare and
      file for the Debtor its schedules and statement of financial
      affairs and amendments to those documents, and all other
      documents and pleadings required by the Bankruptcy Court,
      the Bankruptcy Code, the Federal Rules of Bankruptcy
      Procedure and the Local Rules of Bankruptcy Court;

   b) represent the Debtor in the purchase and sale of any of its
      assets and in connection with any adversary proceedings
      or automatic stay litigation which may be commenced in the
      Debtor's bankruptcy proceedings;

   c) assist the Debtors in developing a plan of reorganization,
      in the analysis of the feasibility of any that plan, in the
      negotiation and drafting of the plan and any disclosure
      statement and in responding to objections to the adequacy of
      the disclosure statement and to confirmation of the plan;

   d) review and evaluate the Debtor's executory contracts and
      unexpired leases and represent the Debtor with respect to
      any motions to assume or reject such contracts and leases;

   e) analyze the Debtor's cash flow and business operations and
      review and analyze the various claims of the Debtor's
      creditors and the treatment of those claims;
    
   f) advice the Debtor regarding its responsibilities as a debtor
      in possession and its post-petition financial operations, in
      the negotiation of any borrowing and cash collateral
      stipulations and in furnishing financial information to the
      U.S. Trustee's Office and to any committee appointed
      pursuant to Section 1102 of the Bankruptcy Code;

   g) represent the Debtor regarding post-confirmation operations
      and consummation of any plan of reorganization and advice
      the Debtor with respect to general corporate law matters and
      general business law issues; and

   h) render all other legal services to the Debtor that are
      necessary in its bankruptcy proceedings.

Jennifer Rood, Esq., a Partner of Bernstein Shur, reports the
Firms' professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Shareholders         $215 - $395
      Associates           $115 - $165
      Paralegals            $50 - $100

Bernstein Shur had not yet submitted its retainer amount to the
Debtor when the Debtor filed its request with the Court to employ
Mr. Chestnut as its bankruptcy co-counsel.

Bernstein Shur assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., -- http://www.fossmfg.com/-- is a producer of   
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FOSS MANUFACTURING: Look for Bankruptcy Schedules on November 2
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of New Hampshire gave
Foss Manufacturing Company, Inc., gave more time to file its
Schedules of Assets and Liabilities, Statements of
Financial Affairs, Statements of Executory Contracts and Unexpired
Leases and Lists of Equity Security Holders and Co-Debtors.  The
Debtor has until Nov. 3, 2005, to file those documents.

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

   a) it currently employs a relatively small number of
      financial personnel to review and analyze the large volume
      of documents for the Schedules and Statements;

   b) the requested extension is necessary in view of the
      competing demands upon the Debtor's employees to assist in
      efforts to stabilize its business operations during the
      initial post-petition period

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc., -- http://www.fossmfg.com/-- is a producer of   
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$10 million to $50 million.


FOSTER WHEELER: Class A and Class B Warrants Become Exercisable
---------------------------------------------------------------
Foster Wheeler Ltd.'s (Nasdaq: FWLT) Class A and Class B Common
Stock Purchase Warrants become exercisable beginning tomorrow,
Sept. 24, 2005.  The Common Stock Purchase Warrants trade under
the symbols FWLTW and FWLTZ, respectively.

As of Sept. 21, 2005, 4,152,914 of the Company's Class A Common
Stock Purchase Warrants and 40,771,560 of its Class B Common Stock
Purchase Warrants were outstanding.  The outstanding Class A
Warrants are exercisable for 1.6841 Common Shares per Warrant and
expire on Sept. 24, 2009.  The Class B Warrants are exercisable
for 0.0723 Common Shares per Warrant and expire on Sept. 24, 2007.  
Both the Class A and Class B Warrants are exercisable at $9.378
per Common Share issuable.  Full exercise of the Warrants would
result in cash proceeds to the Company of approximately
$93.2 million, although there can be no assurance regarding the
amount or timing of exercise of the Warrants.

Mellon Investor Services LLC serves as the Warrant Agent and is
available at 800-777-3674.

Headquartered in Hamilton, Bermuda, with its operational
headquarters are in Clinton, New Jersey, Foster Wheeler Ltd. --
http://www.fwc.com/-- is a global company offering, through its  
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemicals,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  

At July 1, 2005, Foster Wheeler's balance sheet showed a
$490,198,000 stockholders' deficit, compared to a $525,565,000
deficit at Dec. 31, 2004.

                          *     *     *

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended July 1, 2005,
filed with the Securities and Exchange Commission, Foster Wheeler
warns that it may not be able to continue as a going concern due
to its:

   -- inability to operate profitably in recent fiscal years and
      to generate cash flows from operations;

   -- reliance on repatriated cash from its foreign subsidiaries
      to fund its domestic obligations; and

   -- obligations to maintain minimum debt covenants to avoid
      possible acceleration of our debt.


FREMONT GENERAL: S&P Raises Counterparty Credit Rating to B+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Santa
Monica, California-based Fremont General Corp., including
Fremont's long-term counterparty credit rating, which was raised
to 'B+' from 'CCC+'.  Standard & Poor's also revised the outlook
on Fremont's ratings to stable from positive and assigned its
'BB-' counterparty credit rating to Fremont's subsidiary, Fremont
Investment & Loan.
      
"The ratings actions and outlook revision are based on Fremont's
strong profitability, low leverage, substantial capitalization,
and diversified funding profile," said Standard & Poor's credit
analyst Steven Picarillo.  "Fremont's operating subsidiary, FIL,
its industrial bank charter, allows the company to raise low cost
FDIC-insured deposits and to access the FHLB system, which gives
Fremont an advantage over many of its peers.  Moreover, this
upgrade incorporates the absence of exposure from the discontinued
insurance operation, which was a significant negative factor in
the previous rating.
      
"The negative factors include Fremont's significant loan and
business concentrations, explosive growth, and the transactional
nature of its revenues.  Moreover, the company's participation in
the volatile residential subprime mortgage industry and in higher
risk bridge and construction lending are also limiting factors for
the rating," Mr. Picarillo said.
     
The stable outlook reflects the expectations that Fremont will
continue to enjoy:

   * positive earning trends,
   * low leverage, and
   * acceptable credit quality.


GE COMMERCIAL: Fitch Retains Low-B Rating on Six Cert. Classes
--------------------------------------------------------------
Fitch Ratings affirms GE Commercial Mortgage Corp. mortgage pass-
through certificates, series 2001-3:

     -- $217.8 million class A-1 at 'AAA';
     -- $478.9 million class A-2 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $42.2 million class B at 'AA';
     -- $38.6 million class C at 'A';
     -- $13.3 million class D at 'A-';
     -- $7.2 million class E at 'BBB+';
     -- $14.5 million class F at 'BBB';
     -- $12.0 million class G at 'BBB-';
     -- $27.7 million class H at 'BB+';
     -- $8.4 million class I at 'BB';
     -- $7.2 million class J at 'BB-';
     -- $12.0 million class K at 'B+';
     -- $4.8 million class L at 'B';
     -- $4.8 million class M at 'B-'.

Fitch does not rate $19.4 million class N.

The rating affirmations reflect the transactions stable
performance and scheduled loan amortization.  As of the September
2005 distribution date, the pool has paid down 5.7% to $908.9
million from $963.8 million at issuance.  Nine loans (7.0%) of the
pool have been defeased.  In February 2005, the deal suffered a
realized loss in the amount of $2.2 million as a result of a loan
liquidation.

There are currently three loans (2.3%) in special servicing and
all are real-estate owned.  The largest REO asset (1.3%) is
secured by a multifamily property located in Dallas, TX.  The
special servicer is currently negotiating a contract for sale.  

The next largest REO asset (0.9%) is secured by a multifamily
property also located in Dallas, TX. This is the sister property
to the largest REO asset for which the special servicer is
currently negotiating a contract for sale for both of the
properties.  

The last REO asset (0.2%) is a multifamily property located in
Middletown, OH.  The property is currently listed for sale with no
prospective buyer at this time. While Fitch expects losses
associated with these loans, the non-rated class N is sufficient
to absorb losses.


GLASS GROUP: Sells Two Assets to Kimble Glass for $20 Million
-------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Delaware approved
The Glass Group, Inc.'s request to:

   a) sell certain of its assets free and clear of liens, claims
      and encumbrances to Kimble Glass Inc.; and

   b) authorize the assumption and assignment of certain unexpired
      nonresidential real property leases executory contracts and
      the rejection of certain unexpired leases and executory
      contracts pursuant to the Asset Purchase Agreement between
      the Debtor and Kimble Glass.

The Court approved the sale transaction and the terms and
conditions of the Asset Purchase Agreement on Sept. 19, 2005.

On Aug. 15, 2005, the Court entered an amended order approving the
auction and bidding procedures for the sale of substantially all
of the Debtor's assets and the form of the Asset Purchase
Agreement.

In an auction conducted on Aug. 29, 2005, four competing bids were
received and rejected by Glass Group because none was large enough
to partly payoff the Debtor's $38 million loan to CapitalSource
Finance LLC, which was maturing on Aug. 31, 2005.

When the auction resumed on Sept. 8, 2005, Kimble Glass submitted
the highest and best offer for two of the Debtor's assets, the
Millville, New Jersey Facilities and Beijing Joint Venture
Facility located in Beijing, China.  

On Sept. 9, 2005, the Debtor and Kimble Glass executed the
Purchase Agreement, in which Kimble Glass paid $16 million for the
Millville Assets, plus the assumption by Kimble of the Millville
Assumed Liabilities and $4 million for the Beijing Wheaton Assets,
for total amount of $20 million.

The Debtor explains that Kimble Glass is a good faith purchaser
and the Purchase Agreement was negotiated and entered into in good
faith and in arms length bargaining positions between the Debtor
and Kimble Glass.

A full-text copy of the Asset Purchase Agreement and the
Assignment and Assumption Agreement is available for a fee at:

http://www.researcharchives.com/bin/download?id=050922212024

The Court orders that upon closing of the sale, the Debtor is
authorized to use the cash proceeds from the asset sale as
necessary to pay its loan obligations to CapitalSource.  The
Debtor's use of the asset sale's cash proceeds to pay its loan to
CapitalSource is pursuant to the Court's final DIP Financing order
dated March 22, 2005, authorizing the Debtor to obtain DIP
financing from CapitalSource.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass  
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


GLOBALNET INT'L: Inks Debt Settlement & Release Pact with MCI
-------------------------------------------------------------
GlobalNet Corporation (Pink Sheets:GLBT) entered into a settlement
and release agreement with its largest creditor, MCI Worldcom
Services, Inc., effectively eliminating approximately
$19.6 million in debt owed by its wholly owned subsidiary,
GlobalNet International, LLC.

Pursuant to the settlement agreement, International acknowledged
that it owed its creditor approximately $19.6 million in total
debts.

All parties to the agreement released each other from all existing
claims, obligations, rights, causes of action and liabilities.  In
consideration for providing the release, GlobalNet and
International agreed to waive their right to a prepaid $250,000
deposit and made an additional payment in the amount of $180,000
to its creditor.

"[Wednes]day's announcement is a very positive step in the
financial restructuring of the Company," Mark T. Wood, Chairman
and CEO of GlobalNet said.  "Our board views debt reduction and
capital management as key factors in our ability to execute on our
operating business plan."

A full-text copy of the parties' Settlement and Release Agreement
is available at no charge at http://ResearchArchives.com/t/s?1b3

GlobalNet Corporation -- http://www.gbne.net/-- is one of the top     
ten U.S. service providers of outbound traffic to Latin America  
and counts among its customers more than 30 Tier 1 and Tier 2  
carriers.  GlobalNet provides international voice, data, fax and  
Internet services on a wholesale basis over a private IP network  
to international carriers and other communication service  
providers in the U.S. and internationally.  GlobalNet's state-of-  
the-art IP network, utilizing the convergence of voice and data  
networking, offers customers economical pricing, global reach and  
an intelligent platform that guarantees fast delivery of value-  
added services and applications.

Headquartered in New York, New York, GlobalNet International LLC  
is engaged in the wholesale global telecommunications business.  
The Company filed for chapter 11 protection on June 30, 2004  
(Bankr. S.D.N.Y. Case No. 04-14480).  Scott S. Markowitz, Esq.,  
at Todtman, Nachamie, Spizz & Johns, P.C., represented the Debtor  
in its chapter 11 case.  When the Debtor filed for protection from  
its creditors, it did not disclose its assets but listed  
$1,823,799,468 in total debts.   

As reported in the Troubled Company Reporter on June 30, 2005, the  
Court dismissed the Debtor's chapter 11 case with the Debtor's  
primary creditors -- Qwest Communications and MCI WorldCom
Services, Inc. -- supporting the dismissal.


GMAC COMMERCIAL: Fitch Affirms Low-B Rating on Six Cert. Classes
----------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc. commercial mortgage
pass-through certificates, series 2004-C3, are affirmed by Fitch
Ratings:

     -- $10.4 million class A-1 at 'AAA';
     -- $350.0 million class A-1A at 'AAA';
     -- $28.7 million class A-2 at 'AAA';
     -- $137.9 million class A-3 at 'AAA';
     -- $266.0 million class A-4 at 'AAA';
     -- $62.7 million class A-AB at 'AAA';
     -- $138.6 million class A-5 at 'AAA';
     -- $82.9 million class A-J at 'AAA';
     -- $31.3 million class B at 'AA';
     -- $14.1 million class C at 'AA-';
     -- $20.3 million class D at 'A';
     -- $12.5 million class E at 'A-';
     -- $15.6 million class F at 'BBB+';
     -- Interest-only class X-1 at 'AAA';
     -- Interest-only class X-2 at 'AAA';
     -- $10.9 million class G at 'BBB';
     -- $20.3 million class H at 'BBB-';
     -- $3.1 million class J at 'BB+';
     -- $6.3 million class K at 'BB';
     -- $4.7 million class L at 'BB-';
     -- $4.7 million class M at 'B+';
     -- $3.1 million class N at 'B';
     -- $3.1 million class O at 'B-'.

The $17.2 million class P is not rated by Fitch.

The rating affirmations reflect the stable pool performance and
minimal paydown since issuance.  As of the September 2005
distribution date, the pool's aggregate certificate balance has
decreased 0.58% to $1.24 billion from $1.25 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 Houston Center, Union
Station, and the Strategic Hotels Portfolio.  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.  All three loans maintain investment
grade credit assessments.

Houston Center (12.1%), the largest loan in the pool, is secured
by an office property in Houston, TX.  The property contains a
total of 2.7 million square feet, of which 204,589 sf is retail
space.  The loan consists of A-1 through A-5 notes, of which the
A-1 and A-3 notes are in the trust.  The year-end 2004 DSCR was
1.51 times (x) compared to 1.38x at issuance.  The occupancy was
flat, at 97%.

Union Station (4.8%), the second largest loan in the pool, is
secured by a mixed-use property (retail/office) in Washington,
D.C., with a total of 383,350 sf.  The property also serves as the
hub for Amtrak and two commuter lines.  As of YE 2004, the DSCR
was 1.53x compared to 1.70x at issuance.  Occupancy has remained
flat, at 97%. A number of new leases were signed during 2004-2005.

The Strategic Hotel Portfolio (2.4%) is secured by three Hyatt
Regency hotels with a total of 2,315 rooms.  The properties are
located in New Orleans, LA (1,184 rooms), Phoenix, AZ (712 rooms),
and La Jolla, CA (419 rooms).  The loan consists of A-1 through A-
4 notes and a B note, with only the A-3 note in the trust.  The
normalized 2004 DSCR (based on eight months July through
November), for the A-note only, was 1.41x compared to 1.71x at
issuance.  The occupancy was 67% versus 64% during the same
period.

The Hyatt Regency New Orleans has sustained significant damage
during Hurricane Katrina, including the majority of windows blown
out and mold/moisture in most rooms.  However, the borrowers have
substantial insurance coverage including flood, windstorm, and
business interruption.  Fitch will continue monitoring the
performance of this loan and the New Orleans property, in
particular.


GOODYEAR TIRE: Exploring Sale of Engineered Products Business
-------------------------------------------------------------
The Goodyear Tire & Rubber Company is exploring the possible sale
of the company's Engineered Products business.  The company has
engaged J. P. Morgan Securities Inc. and Goldman, Sachs & Co. as
financial advisors.

"Engineered Products is an outstanding business, with great
associates, products and customers," said Robert J. Keegan,
Goodyear chairman and chief executive officer.  Led by President
Tim Toppen, the business has achieved year-over-year growth in
both sales and earnings in 2002, 2003 and 2004.

"While Engineered Products is performing well, it is a non-core
operation for Goodyear.  As we continue to build on the
considerable progress we have made in recent years, we believe the
best course of action is to focus all of our resources on the
growth of our core consumer and commercial tire businesses," said
Keegan.

"We will consider the sale of the business to a buyer that will
recognize the considerable value of the business and its
associates while maintaining Goodyear's level of service to
customers."

Mr. Toppen said the decision to explore a sale of the business
would not interfere with its focus on daily operations and meeting
customer needs.

"The cornerstone of our operating philosophy stays intact - we
want to help our customers grow their businesses for the long-
term," he said.

Goodyear Engineered Products manufactures and markets engineered
rubber products for industrial, military, consumer and
transportation original equipment end-users.  The product
portfolio of the business includes hose, conveyor belts, power
transmission products, molded products and air springs.  In 2004,
the business had sales of approximately $1.5 billion and segment
operating income of $113 million. It operates 30 facilities
worldwide and has approximately 7,000 associates.

The Goodyear Tire & Rubber Company (NYSE: GT) is the world's  
largest tire company.  Headquartered in Akron, Ohio, the company  
manufactures tires, engineered rubber products and chemicals in  
more than 90 facilities in 28 countries.  It has marketing  
operations in almost every country around the world.  Goodyear  
employs more than 80,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,  
Fitch Ratings has assigned an indicative rating of 'CCC+' to
Goodyear Tire & Rubber Company's (GT) planned $400 million issue
of senior unsecured notes.

GT intends to issue $400 million of 10-year notes under Rule 144A.
Proceeds will be used to repay $200 million outstanding under the
company's first lien revolving credit facility and to replace
$190 million of cash balances that were used to pay $516 million
of 6.375% Euro notes that matured June 6, 2005.  The Rating
Outlook is Stable.

The rating reflects the substantial amount of senior secured debt
relative to the planned notes.  It also incorporates Fitch's
concerns about GT's high leverage, high-cost structure, and weak
profitability and cash flow.  In addition, GT's pension plans,
which were underfunded by $3.1 billion at the end of 2004, are
likely to require substantially higher contributions over the near
term.


HALLCRAFT'S INDUSTRIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Lead Debtor: Hallcraft's Industries Corporation
             1702 FM 1201
             P.O. Box 1036
             Gainesville, Texas 76240

Bankruptcy Case No.: 05-70891

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Hallcraft's Plating Corporation            05-70892

Type of Business: Hallcraft's Industries Corp. manufactures
                  motorcycle and street rod wire wheels.
                  Hallcraft's Plating Corp. provides chrome
                  plating and polishing services.

Chapter 11 Petition Date: September 22, 2005

Court: Northern District of Texas (Wichita Falls)

Judge: Harlin DeWayne Hale

Debtors' Counsel: Ronald L. Yandell, Esq.
                  Law Offices of Ron L. Yandell
                  705 Eighth Street, Suite 720
                  Wichita Falls, Texas 76301
                  Tel: (940) 761-3131
                  Fax: (940) 761-3133

                              Estimated Assets      Total Debts
                              ----------------      -----------
Hallcraft's Industries        Less than $50,000        $948,581
Corporation

Hallcraft's Plating           $1 Million to            $712,115
Corporation                   $10 Million

The Debtors did not file their list of 20 Largest Unsecured
Creditors.


HASTINGS MANUFACTURING: Section 341(a) Meeting Slated for Oct. 19
-----------------------------------------------------------------          
The U.S. Trustee for Region 9 will convene a meeting of Hastings
Manufacturing Company's creditors at 2:00 p.m., on Oct. 19, 2005,
at The Law Building, 330 Ionia, N.W., Suite 203, Grand Rapids,
Michigan 49503.  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 Hastings, Michigan, Hastings Manufacturing
Company, -- http://www.hastingsmanufacturing.com/--  
makes piston rings for the automotive aftermarket and for OEM's.  
Through a joint venture, the Company sells additives for engines,
transmissions, and cooling systems under the Casite brand name.  
Hastings Manufacturing distributes its products throughout the US
and Canada.  The Company filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. W.D. Mich. Case No. 05-13047).  Stephen B.
Grow, Esq., at Warner Norcross & Judd, LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$26,797,631 and total debts of $28,625,099.


HUFFY CORP: Has Until October 17 to Make Lease-Related Decisions
----------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of Ohio
further extended, until Oct. 17, 2005, the period within which
Huffy Corporation and its debtor-affiliates can elect to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.

The Court approved the adequacy of the Debtors' Amended Disclosure
Statement on Aug. 17, 2005.

The Debtors gave the Court three reasons in support of the
extension:

   1) since the Petition Date, they have devoted substantially all
      of their time and resources to restructure their businesses
      and formulating a consensual chapter 11 plan, which is
      tentatively scheduled for a confirmation hearing on
      Sept. 22, 2005;

   2) since Claims Bar Date has recently passed, they are
      currently in the process of reviewing all filed claims
      because it will aid them in determining which leases should
      be assumed and which should be rejected; and

   3) the extension will give them more time and opportunity to
      analyze and evaluate the unexpired leases and make the
      appropriate determinations concerning the assumption or
      rejection of those leases prior to the current deadline.

Headquartered in Miamisburg, Ohio, Huffy Corporation --  
http://www.huffy.com/-- designs and supplies wheeled and related   
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on Oct.
20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin Lewis,
Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


JETBLUE AIRWAYS: S&P Places BB- Corporate Credit Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed selected ratings on
JetBlue Airways Corp., including the 'BB-' corporate credit
rating, on CreditWatch with negative implications.  Ratings on
enhanced equipment trust certificates that are rated 'AAA' due to
their insurance guarantee were not included in the CreditWatch
placement.
      
"The CreditWatch placement is based on the risk that JetBlue's
earnings performance will continue to weaken further, due
primarily to ongoing high fuel costs," said Standard & Poor's
credit analyst Betsy Snyder.  "High fuel prices could even result
in losses for the low-cost airline, which has been profitable
since 2001 despite the adverse airline operating environment," she
continued.

Standard & Poor's will review JetBlue's financial prospects to
resolve the CreditWatch.
     
Ratings on JetBlue Airways Corp. reflect its relatively small, but
growing, size within the cyclical, price competitive, and capital-
intensive airline industry.  Its low operating costs and strong
passenger demand for its low fares and product offering have
resulted in consistent profitability despite the adverse airline
environment.  JetBlue, the best-capitalized start-up in airline
history, began operations in February 2000.

JetBlue's management has many years of experience with other low-
fare airlines, and has utilized many of the best practices of
those successful airlines in developing and implementing JetBlue's
operating strategy.  The company currently serves:

   * 32 destinations in 13 states;

   * Puerto Rico;

   * the Dominican Republic;

   * Nassau, Bahamas; and

   * out of hubs located at New York's JFK airport and Long Beach
     airport in Southern California.

The company's fleet is comprised of 81 new Airbus A320 aircraft,
with around 15 to be delivered each year through 2007.  The
company has also ordered 100 Embraer 100-seat regional jets, the
first of which was delivered in September 2005 and will be placed
into service on November 1, 2005.
     
JetBlue's operating costs are among the lowest in the airline
industry, due to high productivity of assets and labor, and low-
frills, point-to-point service.  Beginning in 2004, JetBlue has
been affected by excess industry capacity, which has led to
pressure on fares, along with high fuel costs, conditions, which
continue to exist and are not expected to abate over the near
term.  This caused JetBlue's first-half 2005 earnings to decline
to $19 million from $37 million in the prior year period, after
its 2004 earnings declined to $47 million from $92 million in
2003, excluding a government refund.  Continuing high fuel prices
(the company does not have a significant fuel hedging program)
could lead to the company's first loss since 2000.


JP MORGAN: Fitch Lifts $16.3 Million Class G Certs. 1 Notch to BB
-----------------------------------------------------------------
J.P. Morgan Commercial Mortgage Finance Corp.'s mortgage pass-
through certificates, series 1997-C4, are upgraded by Fitch
Ratings:

     -- 26.5 million class F to 'AA' from 'A+';
     -- $16.3 million class G to 'BB+' from 'BB'.

In addition, Fitch affirms these certificates:

     -- $8.8 million class A3 'AAA';
     -- Interest-only class X 'AAA';
     -- $24.4 million class B 'AAA';
     -- $22.4 million class C 'AAA';
     -- $20.3 million class D 'AAA';
     -- $6.1 million class E 'AAA'.

Fitch does not rate the $12.2 million class NR certificates.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization.  As of the August 2005
distribution date, the pool's aggregate balance has been reduced
by 66% to $137 million from $407 million at issuance.  The trust
has had no realized losses to date.

Three loans (9.8%) are being specially serviced including a 90
days delinquent loan (4.9%) and a loan in foreclosure (0.7%).  The
largest loan in special servicing (4.9%) is secured by a 259-unit
skilled nursing home in Bloomington, IL.  The loan is 90 days
delinquent and the special servicer and the borrower are currently
negotiating workout proposals.  The next largest specially
serviced loan (4.2%) is secured by a multifamily property in Los
Angeles, CA.  The loan has paid off in full since the last
distribution and this payoff will be reflected in the September
2005 distribution.

Fitch remains concerned about the healthcare (14%) concentration
in the pool.


LJSC LTD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LJSC, Ltd.
        8847 West Monroe Circle, Suite 300
        Wichita, Kansas 67209

Bankruptcy Case No.: 05-16216

Type of Business: The Debtor is an engineering consulting
                  company.  LJSC, Ltd. provides owners and
                  operators of aircraft alternative solutions
                  to update existing airframes with the latest
                  avionics equipment.  See
                  http://www.ljscltd.com/

Chapter 11 Petition Date: September 22, 2005

Court: District of Kansas (Wichita)

Judge: Chief Judge Robert E. Nugent

Debtor's Counsel: William B. Sorensen, Esq.
                  Morris Laing Evans Brock and Kennedy
                  Old Town Square
                  300 North Mead, Suite 200
                  Wichita, Kansas 67202-2722
                  Tel: (316) 262-2671

Total Assets: $1,380,277

Total Debts:  $1,268,902

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Intrust Bank                                    $199,575
   105 North Main, P.O. Box One
   Wichita, KS 67202

   KTEC Holdings Inc.                              $150,000
   214 Southwest Avenue, First Floor
   Topeka, KS 66603-3719

   Internal Revenue Service                         $85,199
   271 West 3rd Street North, Suite 300
   Stop 5333 WIC
   Wichita, KS 67202

   Yingling Aviation                                $49,056

   Daniel M. Carney                                 $45,882

   American Express                                 $33,074

   Northeast Automotive                             $27,960

   NobleJet, Inc.                                   $23,795

   Kohlman System Research                          $21,500

   Martin Pringle Oliver Wallace & Bauer, LLP       $19,668

   Purchase Power                                   $12,350

   Lutz Contracting                                 $11,777

   Vision Management LLC                            $11,512

   Diamond W. Engineering                            $7,600

   Avionics Specialty Services                       $7,340

   Korte Aerospace Consulting LLC                    $6,750

   Wichita Technology Holdings                       $6,250

   PTR Aero, LLC                                     $4,000

   Sun Equipment & Engineering                       $4,000

   Advanta                                           $3,896


LOEWEN GROUP: Submits Final Report for Six Closing Ch. 11 Cases
---------------------------------------------------------------
The Alderwoods Group, formerly The Loewen Group International
Inc., filed a consolidated final report with the U.S. Bankruptcy
Court for the District of Delaware with respect to six Debtors
whose cases the Reorganized Debtors are seeking to close.

The six Debtors are Associated Memorial Group, Ltd.; Care Memorial
Society, Inc.; Hawaiian Memorial Park Mortuary Corporation; Kraeer
Funeral Homes, Inc.; Maui Memorial Park, Inc.; and Valley of the
Temples Mortuaries, Ltd.

William H. Sudell, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware, discloses the fees and expenses paid to
certain professionals on a consolidated basis for the six Debtors:

   Type of Payment                    Fees Paid    Expenses Paid
   ---------------                    ---------    -------------
   1. Trustee's Compensation

      A. Trustee Compensation               N/A             N/A

      B. Trustee (non-operating)            N/A             N/A

      C. Attorney for Trustee               N/A             N/A

   2. Professionals for the Debtors

      A. Jones Day                  $31,924,537      $3,071,729

      B. Morris Nichols               1,344,618       1,841,883

      C. Dresdner Kleinwort           7,049,998         519,808

      D. Thelen Reid & Priest           176,466          14,123

      E. KPMG LLP                     6,942,145          60,593

      F. Yantek Consulting Group        758,843         320,680

      G. Zolfo Cooper LLC             3,393,205         403,479

      H. Dorsey & Whitney LLP           674,964          14,105

      I. Wyatt Tarrant & Combs           99,951           4,206

      J. Sitrick & Company, Inc.        699,836         257,001

   3. Professionals for the Official
      Committee of Unsecured Creditors

      A. Bingham Dana LLP             $3,701,394       $201,076

      B. Young Conaway Stargatt          823,711         97,128

      C. PricewaterhouseCoopers        2,812,293        162,687

      D. Houlihan Lokey Howard         4,494,731        121,279

   4. United States Trustee          $12,604,000            N/A

Formerly The Loewen Group International Inc., Alderwoods Group is
North America's #2 funeral services company.  Alderwoods Group
owns or operates about 750 funeral homes and some 170 cemeteries
in the US and Canada.  The firm's funeral services include casket
sales, remains collection, death registration, embalming,
transportation, and the use of funeral home facilities.  The
Debtors filed for chapter 11 protection in the United States and
CCAA protection in Canada on June 1, 1999 after the Debtors failed
to make debt payments after its aggressive acquisition phase.
Loewen became Alderwoods Group when it emerged from bankruptcy on
January 2, 2002.  (Loewen Bankruptcy News, Issue No. 102;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MARQUEE HOLDINGS: Moody's Affirms $170 Million Notes' Junk Rating
-----------------------------------------------------------------
Moody's affirmed AMC Entertainment Inc., parent company Marquee
Holdings Inc., and Loews Cineplex Entertainment Corporation
ratings, including the B1 corporate family but changed the
companies' outlooks to negative.  The negative outlooks reflect
the sizable increase in leverage (measured by debt-to-EBITDA and
adjusted for leases) which has resulted primarily from very
disappointing year-to-date theater attendance and its consequent
impact on cash flow.  Synergies associated with the companies
impending merger may offset some cash flow decline, however, in
Moody's view, the cost savings may not be significant enough to
support the companies' existing ratings.

These ratings have been affirmed:

  Marquee Holdings Inc.:

     * B1 - Corporate Family Rating
     * B2 - $455 million senior unsecured notes
     * Caa1 - $170 million senior discount notes

  AMC Entertainment Inc.:

     * Ba3 - $175 million Senior secured revolving credit
     * B3 - $475 million senior subordinated notes

  Loews Cineplex Entertainment Corporation:

     * B1 - Corporate Family Rating
     * B1 - $730 million Senior secured credit facilities
     * B3 - $315 million senior subordinated notes.

The rating outlooks are negative.

The negative outlooks reflect the high leverage at both AMC and
Loews as a result of particularly poor theater attendance for 2005
year-to-date.  Both companies' B1 corporate family ratings were
somewhat weakly positioned given their high leverage following the
2004 LBOs executed by each of their equity sponsor groups.  In
Moody's view, leverage for theater exhibition companies should be
moderate given the box office volatility as well as the large
capital expenditures required to update theaters.  Leverage at
both companies exceeds 7 times and is expected to be similar
following the merger.  The combined company is expected to spend
close to $150 million in capital expenditures over the next 12
months.  Cash flow coverage of interest plus rent is low at 1.3
times and 1.5 times at AMC and Loews, respectively.

If the negative trends in theater attendance continue into 2006,
Moody's believes the senior subordinated and senior discount notes
could become impaired in a distressed scenario and a downgrade
would be likely.  Moreover, the theater sector overall is
vulnerable to the availability of compelling film product, screen
over-capacity and media fragmentation, including increasingly
attractive in-home entertainment systems.

The outlooks could return to stable if theater attendance trends
showed evidence of a reversal or if the merger were able to
generate more than currently anticipated cost savings.  However,
Moody's believes that leverage above 7 times is unsustainable for
such a volatile and capital intensive sector.  Importantly, both
AMC and Loews benefit from sizable cash balances ($126 million and
$71 million, respectively, as of June 30, 2005) and committed bank
facilities currently and following the proposed merger.  In
addition, potential cash proceeds from divestitures could also
rationalize the theater portfolio and increase liquidity.

Moody's notes that the indenture for the Loew's 9% senior
subordinated notes contains change of control provisions that may
require the company to repurchase the senior subordinated notes at
101% if certain conditions are met, including if a rating agency
were "to have issued a downgrade, withdrawal or qualification of
the rating given to the Notes."  AMC has obtained committed bridge
financing should it be deemed necessary.

AMC Entertainment is one of the largest movie theatre exhibition
companies in the United States, with about 3,500 screens in 224
theaters located mostly in the United States, and a smaller
presence in several international markets.  The company maintains
its headquarters in Kansas City, Missouri.

Loews Cineplex Entertainment is one of the largest cinema
operators with about 2,200 screens in about 200 theaters operating
primarily in the largest domestic urban and high-density suburban
markets.  The company also has a strong market presence in Mexico,
and in Spain and South Korea through joint ventures.  The company
maintains its headquarters in New York, New York.


MCDERMOTT INT'L: Moody's Reviews Junk Senior Debt & Stock Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of McDermott
International, Inc. (MII), McDermott Inc. (MI), and J. Ray
McDermott, S.A. (JRM) under review for possible upgrade.  MI and
JRM are both subsidiaries of MII.  

The rating review reflects:

   1) the recently announced revisions to the proposed settlement
      agreement filed in the Chapter 11 proceedings involving the
      Babcock & Wilcox Company (B&W); and

   2) the significantly improved operating performance and
      liquidity profile at JRM.

Ratings placed under review are:

   * the shelf registration for senior unsecured/subordinated debt
     and preferred stock of McDermott International, Inc. rated
     (P)Caa1/(P)Caa3/(P)Ca;

   * the medium-term notes of McDermott Inc. rated B3;

   * J. Ray McDermott, S.A.'s senior secured notes rated Caa1; and

   * JRM's Corporate Family Rating of Caa1.

In its review, Moody's will focus on these factors:

   1) expectations regarding MII's financing of the required
      payments under the revised B&W settlement agreement, and the
      liquidity and financial leverage impact of these payments,
      if any, on MII, MI and JRM; and

   2) JRM's ability to continue generating solid financial
      performance, while maintaining strong liquidity.

On August 29, 2005 MII announced a revised settlement agreement in
the Chapter 11 bankruptcy proceedings involving B&W.  Like the
prior proposed agreement, the revised settlement agreement will
result in the resolution of all of B&W's existing and future
asbestos liabilities through a 524(g) trust by a permanent
injunction that cannot be revoked, and MII will surrender the
rights to certain insurance proceeds to the 524(g) trust.

Under the prior settlement agreement, MII would have contributed
to the trust all of its equity in B&W, 4.75 million shares of
restricted MII common stock, and $92 million of promissory notes.
However, under the proposed new settlement agreement, MII will
keep its stock of B&W but pay the trust $350 million when the
settlement becomes effective.

In addition, the revised agreement requires a $355 million
contingent payment due May 29, 2007 and a $250 million five-year
contingent note, both of which are secured by the shares of B&W,
if the Fairness in Asbestos Injury Resolution (FAIR) Act of 2005
or other similar asbestos legislation has not been passed.  If the
FAIR Act becomes law by November 30, 2006, only $25 million in
additional payments are required.

Finalization of the settlement is expected by February 22, 2006
unless extended by agreement of the parties or order of the
bankruptcy court.  The settlement also remains subject to MII
board and shareholder approval, approval by the asbestos
claimants, and bankruptcy court confirmation.  Moody's expects
that the finalization of the settlement agreement will have a
positive impact on MI's rating, as B&W historically accounted for
over 50% of MI's revenues and operating income.

However, upside pressure on both JRM's and MI's ratings could be
limited if their liquidity or financial leverage is weakened by
the financing of the settlement agreement.  While management
currently expects that B&W will have the cash needed to fund the
initial $350 million payment, the payment could be funding with
debt.  B&W had $352 million in cash available as of August 24,
2005.

JRM has been able to successfully generate positive operating
income over the last five quarters, reversing a two-year period of
consistent operating losses mainly due to cost overruns on long-
term fixed price EPIC spar contracts.  JRM's improved
profitability stems from several management initiatives,
including:

   * installing new management;

   * focusing on contracts with a proper risk/reward balance;

   * increasing internal controls over project management and the
     bidding process; and

   * adjusting its cost structure to activity levels.

In addition, JRM has improved its liquidity, with unrestricted
cash totaling $184 million at June 30, 2005 and the company
successfully generating positive free cash flow in the first half
of 2005.  Moody's notes that JRM's affiliate, MI, has maintained
sufficient liquidity and has had a long history of stable,
profitable operations, but that its B3 rating has been constrained
by the liquidity concerns and operational problems at JRM.

McDermott International, Inc., McDermott Incorporated, and J. Ray
McDermott, S.A.'s corporate headquarters are located in New
Orleans, Louisiana.


MIRANT CORP: CSFB & Wachovia Defends WPS Energy's Holding of LOC
----------------------------------------------------------------
Credit Suisse First Boston and Wachovia Bank, N.A., object to
Mirant Corporation and its debtor-affiliates' request to compel
WPS Energy Services, Inc., to turn over cash collateralizing a
$3.2 million Letter of Credit issued for the benefit of WPS Energy
by Wachovia.

As reported in the Troubled Company Reporter on Aug. 19, 2005, the
L/C was issued to secure Mirant Americas Energy Marketing, LP's
obligations a December 17, 2002, Confirmation Agreement, it inked
with WPS Energy.

                 CSFB and Wachovia's Contentions

"The Motion to Compel is both procedurally and substantively
flawed, and should be denied in its entirety," David M. Bennett,
Esq., at Thompson & Knight LLP, in Dallas, Texas, tells the
Court.

CSFB and Wachovia are agents under a Four-Year Credit Agreement
between the Debtors and certain Lenders dated July 17, 2001.

Under the Credit Agreement, Wachovia issued a $3.2 million Letter
of Credit for the benefit of WPS Energy Services, Inc.

Mr. Bennett contends that the Debtors' grab for the cash, by
resorting to Section 542 of the Bankruptcy Code before any party
has even served an answer to the WPS interpleader complaint and
before any discovery has commenced, violates the due process
protections under Rule 7001 of the Federal Rules of Bankruptcy
Procedure.

Mr. Bennett points out that WPS' statements in its interpleader
complaint reveal that documents presented in connection with the
draw on the Letter of Credit were misleading.  "The words of the
interpleader complaint, standing alone, require that the letter
of credit proceeds be returned to Wachovia, the issuing bank,"
Mr. Bennett says.

Even if WPS' draw certificate did not contain material
misstatements, under no circumstances should the letter of credit
proceeds be turned over to the Debtors, Mr. Bennett argues.
"Nowhere in the Motion to Compel . . . do the Debtors articulate
the basis for their claim of entitlement to the money being held
(improperly) by WPS."

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: Files Amended Plan & Gets $2.35-Bil Exit Financing
---------------------------------------------------------------
Mirant Corp. and its debtor-affiliates (Pink Sheets: MIRKQ) filed
its Second Amended Plan of Reorganization and Disclosure Statement
with the U.S. Bankruptcy Court in the Northern District of Texas,
Fort Worth Division.  The Court is scheduled to conduct hearings
next week to consider approving the Disclosure Statement so that
the company can begin the process of formally soliciting the vote
of its creditors and shareholders on the Amended Plan, and then
proceed with a confirmation hearing in late November or early
December.

                        Exit Financing

The Court also authorized the company to execute a commitment
letter with JP Morgan Chase, Deutsche Bank and Goldman Sachs
setting forth the terms on which the lenders propose to provide
Mirant with up to $2.35 billion in exit financing.  This
financing, which is an essential element of Mirant's emergence
plan, includes a $1 billion working capital facility and up to
$1.35 billion in financing to make certain cash payments to
creditors of the company's Mirant Americas Generation unit.

The Amended Plan and Disclosure Statement implement the
previously-announced agreement reached on Sept. 7, 2005, between
and among the Debtors, its three statutory bankruptcy committees
and certain ad hoc representatives of the company's creditors
regarding the terms on which Mirant will exit Chapter 11, and
satisfy all claims against, and equity interests in, the company.

"The filing of a consensual Plan of Reorganization is an important
event in Mirant's Chapter 11 case," said M. Michele Burns, chief
restructuring officer and chief financial officer.  "It is strong
evidence that momentum toward emergence is building."

Highlights of the Amended Plan:

   -- Mirant's business will continue to operate in substantially
      its current form, under the direction of a new board to be
      seated upon the company's emergence from Chapter 11; the new
      Mirant will be incorporated in the United States.

   -- The consolidated business will have approximately
      $4.3 billion of debt as compared to approximately
      $8.6 billion of debt at the start of the Chapter 11 case.

   -- To improve operational efficiency and bolster feasibility at
      the MAG level:

        (i) the company's trading and marketing business and three    
            generating facilities (Mirant Peaker, Mirant Potomac
            and Mirant Zeeland) are being transferred by Mirant to
            subsidiaries of MAG; and

       (ii) the reorganized parent will commit to make a total of
            $415 million of capital contributions to facilitate
            certain environmental capital expenditures and the
            refinancing of MAG's notes due in 2011.

   -- All creditors of MAG will be paid in full (including accrued
      interest) through:

        (i) a distribution of about $1.35 in billion cash or new
            debt and about 2 percent of the stock of the
            reorganized company; and

       (ii) the full reinstatement of $1.7 billion of long-term
            notes.

   -- The holders of approximately $6.35 billion of unsecured
      claims against Mirant will receive:

        (i) 96.25 percent of the reorganized company's common
            stock (excluding the shares going to MAG creditors and
            the shares reserved for the company's employee stock
            programs); and,

       (ii) the right to receive a share of cash payments to be
            triggered by recoveries, if any, on specified
            bankruptcy-related lawsuits, including the action
            against Mirant's former parent, Southern Company.

   -- Current stockholders will receive a 3.75 percent stake in
      the reorganized company, warrants to purchase an additional
      10 percent, and the right to share in cash payments
      triggered by the previously noted litigation recoveries.

   -- Settlements have been proposed regarding certain disputes
      with:

        (i) the lessors of the company's Morgantown and Dickerson
            facilities; and

       (ii) the various New York taxing authorities.

                        New Executives

The Amended Disclosure Statement also formally identifies the
company's proposed new chairman and chief executive officer, and
seven of the individuals slated to serve on the company's new
nine-member board at exit.

"This new board has extensive energy-sector experience and proven
leadership capabilities to guide the new, stronger Mirant on
emergence from Chapter 11," said A.W. Dahlberg, Mirant's current
chairman.

Mr. Edward R. Muller, 53, will be named chairman, president and
chief executive officer upon the Court's approval of the Amended
Disclosure Statement and his employment agreement.  The company is
asking the Court to approve his employment agreement in the
previously noted hearing, which starts on Sept. 28.

Mr. Muller was previously president and chief executive officer,
Edison Mission Energy, and former deputy chairman of Contact
Energy, Ltd.

Upon Mirant's emergence from bankruptcy protection, these
additional members will join the company's board:

   -- Mr. A.D. (Pete) Correll, 64, chairman and chief executive
      officer, Georgia-Pacific Corporation, and a member of the
      boards of Norfolk Southern Corporation and SunTrust Banks,
      Inc. Correll has been a member of Mirant's board since 2000;

   -- Mr. Thomas M. Johnson, 55, chairman and chief executive
      officer, Chesapeake Corporation, and a member of the board
      of Universal Corporation;

   -- Mr. John T. Miller, 58, former chief executive officer,
      American Ref-Fuel (a leading waste-to-energy company);

   -- Robert C. Murray, 59, former chairman and interim chief
      executive officer, Pantellos Corporation (a company engaged
      in the purchase of goods and services between the energy
      industry and its suppliers); former chief financial officer
      of Public Service Enterprise Group (an energy and energy
      services company); and a member of the board of Perfect
      Commerce, Inc.;

   -- John M. Quain, 51, chairman of the energy and utility law
      practice group, Klett Rooney Lieber & Schorling, and former
      commissioner and chairman of the Pennsylvania Public Utility
      Commission; and

   -- William L. Thacker, 60, former chairman and chief executive
      officer, Texas Eastern Products Pipeline, LLC; a member of
      the boards of Copano Energy, LLC, and Pacific Energy    
      Management, LLC (the general partner of Pacific Energy
      Partners, L.P.).

Two additional board members will be selected in accordance with
the Plan.  Messrs. Correll, Johnson, Miller, Murray, Quain and
Thacker satisfy the New York Stock Exchange definition of an
independent director and none of the six has a direct affiliation
with any members of Mirant's bankruptcy committees.

The complete Amended Plan of Reorganization and Disclosure
Statement is available at http://www.mirant.com/financials/

http://www.mirant.com/financials/pdfs/Plan_of_Org_09222005.pdf

http://www.mirant.com/financials/pdfs/Disclosure_Statement_09222005.pdf

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 CORP: Gets Court OK to Enter into New N.Y. Consent Decree
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas gives
New York Debtors Mirant Corporation, Mirant New York, Inc.,
Mirant Lovett, LLC, and Mirant Bowline, LLC, permission to enter
into, and perform obligations under, a new Consent Decree with the
New York State Department of Environmental Conservation.

As reported in the Troubled Company Reporter on Aug 16, 2005, the
Debtors received a notice of violation from the DEC for failure to
comply with the self-reporting requirements with respect to excess
opacity emissions at the Lovett and the Bowline plants.

In October 2004, the DEC commenced a formal action against the
New York Debtors, seeking fines totaling $1,960,000.

The Debtors began negotiations with the DEC to:

    -- resolve past violations of the CAA;
    -- develop a method for preventing future violations; and
    -- establish appropriate penalties for any future violations.

Through negotiations, the parties agreed to another Consent
Decree.

In contrast to the 2003 Consent Decree, the current Consent
Decree:

    -- relates to the self-reporting requirements of excess
       opacity emissions at the New York Debtors' facilities; and

    -- does not in any manner seek to modify or cure the New York
       Debtors' obligations pursuant to the 2003 Consent Decree.

               Terms of the Current Consent Decree

The New York Debtors' excess opacity incidents must be reported
pursuant to Section 227-1.4(c).  The New York Debtors will pay
penalties calculated on a unit-by-unit basis for "exceedances"
incurred on or after January 1, 2005.

For purposes of assessing stipulated opacity penalties for the
period commencing January 1, 2005, except for the one six-minute
average per hour of up to 27%, each six-minute period, in which
the average opacity emissions from a stack equals or exceeds 20%,
will constitute a separate violation.

The New York Debtors' Continuous Emission Monitoring Systems will
determine compliance with the opacity standard.  Penalties will
not be assessed for unavoidable excess opacity emission events as
stated in the Consent Decree.

In full satisfaction of emission violations occurring prior to
January 1, 2005, the New York Debtors will be penalized for
$44,100.

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


MIRANT CORP: Securities Suit Plaintiffs May Subpoena Troutman
-------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas denied the request of Mirant Corporation and its debtor-
affiliates to enforce the stay on the case proceedings of "In re
Mirant Corporation Securities Litigation."

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.

Judge Lynn finds that pursuant to the Stay Order and the Letter
Agreement, the plaintiffs in the case styled "In re Mirant
Corporation Securities Litigation" may address a discovery
request, including a subpoena issued from the District Court, to
any person other than the Debtor Parties.

The Court notes that:

    -- the Consolidated Plaintiffs have caused issuance of a
       subpoena from the District Court addressed to Troutman
       Sanders, LLP;

    -- Troutman is not a Debtor Party; and

    -- the Consolidated Plaintiffs' subpoena seeks production to
       Plaintiffs of documents that the Bankruptcy Court has
       directed to be produced by Troutman to the Debtors.

Judge Lynn rules that although the documents that are the subject
of Plaintiffs' subpoena "belong" to the Debtors, Section
362(a)(3) of the Bankruptcy Code does not prevent their
examination or copying.  Thus, Judge Lynn says, the Consolidated
Plaintiffs' subpoena does not violate that statutory provision.

"Troutman should not be required to produce documents subject to
a claim by [the] Debtors of attorney client privilege.  The
District Court is the proper forum to determine any dispute
concerning privilege applicable to any document subpoenaed by
[the] Plaintiffs," Judge Lynn says.

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)


MORGAN STANLEY: Fitch Affirms Low-B Rating on Three Cert. Classes
-----------------------------------------------------------------
Morgan Stanley Capital, Inc.'s commercial mortgage pass-through
certificates, series 1997-WF1 are affirmed by Fitch Ratings:

     -- $111.6 million class A-2 at 'AAA';
     -- Interest-only class X-1 at 'AAA';
     -- $30.8 million class B at 'AAA';
     -- $33.5 million class C at 'AAA';
     -- $28 million class D at 'AAA';
     -- $33.6 million class F at 'BBB-';
     -- $5.6 million class G at 'BB+';
     -- $8.4 million class H at 'B+';
     -- $8.4 million class J at 'B-'.

Fitch does not rate the $11.2 million class E and the $5.6 million
class K. The Class A-1 and X-2 certificates have paid in full.

The affirmations reflect the transactions stable performance and
scheduled loan amortization.  The transaction benefits from the
full defeasance of the largest loan (7.7%), a hotel portfolio
secured by three properties.  As of the September 2005
distribution date, the pool's aggregate collateral balance has
been reduced 50.3%, to $276.5 million from $559.1 million at
issuance.

There is currently one loan (1.4%) in special servicing.  The loan
is secured by an industrial property located in Albany, NY and is
90+ days delinquent.  The special servicer is proceeding with a
note sale.  The property's current appraisal value indicates a
loss which Fitch expects to be absorbed by the non-rated class K.  
Fitch continues to monitor several loans (11%) with declining
occupancies.


NADER MODANLO: Files Schedules of Assets & Liabilities
------------------------------------------------------
Nader Modanlo delivered his schedules of assets and liabilities to
the U.S. Bankruptcy Court for the District of Maryland,
disclosing:

    Name of Schedule         Assets        Liabilities
    ----------------         ------        -----------
    A. Real Property        $650,000       
    B. Personal Property    $126,237
    C. Property Claimed
       as Exempt
    D. Creditors Holding                       $633,500
       Secured Claims
    E. Creditors Holding                   $105,369,190
       Unsecured Priority
       Claim
                            --------       ------------
       Total                $776,237       $106,002,690
    
Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed $500,000 to $1,000,000 in estimated
assets and more than $100 million in debts.


NADER MODALNO: Ridberg Sherbill Approved as Bankruptcy Counsel
--------------------------------------------------------------
Nader Modalno sought and obtained permission from the U.S.
Bankruptcy Court for the District of Maryland to retain Ridberg
Sherbill & Aronson LLP as his chapter 11 counsel.

Joel S. Aronson, Esq., at Ridberg Sherbill, will be Mr. Modalno's
counsel to represent him in matters connected with his bankruptcy
filing.

Mr. Aronson will charge the Debtor $360 per hour for his
professional services.

To the best of the Debtor's knowledge, Ridberg Sherbill is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
    
Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No. 05-
26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson LLP,
represents the Debtor.  When the Debtor filed for protection from
his creditors, he listed $500,000 to $1,000,000 in estimated
assets and more than $100 million in debts.

NAKOMA LAND: Wants More Time to File Chapter 11 Plan
----------------------------------------------------
Nakoma Land, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for more time to file
and solicit acceptances of a chapter 11 plan without interference
from other parties.  The Debtors want until October 17 to file a
plan and until December 15 to solicit acceptances of that plan.

The Debtors say that there are numerous unresolved issues pending
before the Court.  One of which, is the substantive consolidation
of their estates.  The outcome of that request will greatly impact
the administration of the estates and the treatment of creditors'
claims under a plan of reorganization.

Other issues needing the Court's decisions are:

   * a motion to dismiss or a relief from stay filed by the
     Debtor's secured creditor -- Investors Financial;

   * the Debtors' principals, Dariel and Margaret Garner received
     from Lee Brukman an offer to purchase their 100% interests
     in the Joint Debtors; and

   * Mr. Brukman and the Garners are negotiating the funding of a
     joint liquidation plan.

The Court will convene a hearing on October 26 at 2:00 p.m. to
consider the request.

Headquartered in Reno, Nevada, Nakoma Land, Inc., operates the
Nakoma Resort in Plumas County, Calif.  The Debtor along with its
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


ORBIT BRANDS: Files Plan of Reorganization in Los Angeles
---------------------------------------------------------
Orbit Brands Corporation (OTC: OBTV) filed a proposed plan of
reorganization with U.S. Bankruptcy Court for the Central District
of California in Los Angeles, as scheduled.  

The Company proposes that the interests of common shareholders in
the Company will not be impaired under the Plan.  The proposed
plan is subject to amendment by the Company and additional input
from the Official Committee of Unsecured Creditors and the Office
of the United States Trustee, and must be approved by the
Bankruptcy Court.

"This is a monumental step forward in revitalizing the Company,"
Joe Cellura, Chief Executive Officer of Orbit Brands Corporation,
said.  "Our reorganization plans take into account the best
interests of our shareholders and we appreciate their continued
support."

Orbit Brands Corporation -- http://www.orbitbrandscorp.com/--  
focus on the growth via the acquisition and development of early
stage high growth companies in the technology, health and fitness,
and consumer goods industries.

Three of Orbit Brands' creditors, represented by Simon J. Dunstan,
Esq., at Hughes & Dunstan, LLP, filed an involuntary chapter 11
petition against the company on June 25, 2004 (Bankr. C.D. Calif.,
L.A. Div., Case No. 04-24171.  On Dec. 14, 2004, the Company
consented to entry of an order for relief by filing a voluntary
Chapter 11 petition.  Orbit Brands said that it elected to file
for chapter 11 protection to bring a halt to vexatious litigation
in several states and to protect the interests of shareholders and
legitimate creditors.  

Orbit Brands has filed its Schedules of Assets and Liabilities and
Statement of Financial Affairs, and a creditors committee has been
appointed to represent the interests of the Company's unsecured
creditors.


OWENS CORNING: Wants to Sell Camden Property to Berlin Jackson
--------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to:

    a. sell their real property located at 160 Jackson Avenue,
       Berlin Borough, in Camden County, New Jersey, pursuant to a
       Purchase and Sale Agreement entered into with Berlin
       Jackson LLC; and

    b. pay certain real property taxes.

A full-text copy of the Purchase and Sale Agreement is available
at no cost at http://bankrupt.com/misc/SaleAgreement.pdf

The Property consists of 45 acres of land and 303,200 square feet
of buildings and others structures, including a warehouse.  Owens
Corning owned the Property since May 1958, when it purchased the
Property from Owens-Illinois.

Prior to 1972, Owens Corning used the Plant for the manufacture
of an asbestos-containing calcium silicate, high temperature
insulation product known as "Kaylo."  The Plant ceased
manufacturing operations and was shut down in the early 1990s.
Since that time, the Plant has been idle, although a warehouse on
the Property has been periodically leased to third parties.

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, a landfill and certain of the buildings
located on the Property contain asbestos.  The Property also
contains a settling pond that has traces of asbestos, Ms.
Stickles says.  "Separately, the soil and groundwater at the
Property contain significant amounts of oils used in the Kaylo
manufacturing process, which likely will require remediation or
other management."

"The New Jersey Department of Environmental Protection is aware
of the condition of the Property, and the Debtors have been
working with NJDEP concerning its remediation," Ms. Stickles
notes.  "With the exception of remediation activity, all activity
at the Property has ceased, and the Debtors do not need the
Property for their operations."

Except for the remediation, all activity at the Property has
ceased, and the Debtors no longer need the Property for their
operations, Ms. Stickles informs the Court.  Thus, the Debtors
marketed the Property for sale.

Staubach Company, Owens Corning's Court-approved real estate
broker, assisted in the sale process.

Among the proposals received, Owens Corning selected Berlin
Jackson's offer as the most favorable.

Berlin Jackson agreed to take title to the Property in exchange
for assuming responsibility for the remediation of the Property's
environmental condition.

The salient terms and conditions of the Purchase Agreement are:

    (a) The purchase price is $l;

    (b) At Closing, the Berlin Jackson will deliver, among other
        things:

        1. an executed liability transfer agreement;

        2. an environmental liability insurance policy with limits
           sufficient to cover remediation of environmental
           conditions in existence at closing as well as
           previously unknown conditions; and

        3. a cost overrun policy, naming Owens Corning as an
           additional insured and including other terms;

    (c) The Agreement requires a $10,000 deposit, which is
        refundable to Berlin Jackson and payable to Owens Corning;

    (d) The Agreement provides for an investigation period.

        During that period, Berlin Jackson, at its sole cost and
        expense is entitled to investigate certain matters
        regarding the Property, including:

        (1) the condition of title and a survey;

        (2) soil testing, invasive sampling, inspection of the
            structural and mechanical aspects of the improvements
            and other inspections;

        (3) permits, insurance policies, case documents,
            operational documents and other documents, files and
            records;

        (4) zoning, land use regulations and other development
            rights; and

        (5) the pollution condition and remediation requirements
            applicable to Berlin Jackson's intended use of the
            Property;

    (e) Berlin Jackson has the right to terminate the Agreement in
        the event that it is not satisfied with the inspection and
        investigation;

    (f) At Closing, Owens Corning will transfer the Property and
        its tangible and intangible personal property, including
        copies of reports relating to the Property and permits,
        licenses and governmental approvals relating to the
        operations of the Property;

    (g) Except for certain "Excluded Liabilities" Berlin Jackson
        will accept the Property in an "as is, where is"
        condition, and Owens Corning is not obligated to make any
        improvements, repairs or changes to the Property;

    (h) Owens Corning will retain certain excluded liabilities,
        including:

        (1) any liabilities related to environmental contamination
            or pollution conditions at the Property known by Owens
            Corning and intentionally concealed from Berlin
            Jackson;

        (2) any liabilities for remediation of pollution
            conditions generated by Owens Corning at the Property
            and disposed of off-site;

        (3) fines and penalties assessed against Owens Corning as
            a result of Owens Corning's acts or omissions prior to
            the date on which the deed transferring the Property
            to Berlin Jackson is recorded; and

        (4) liabilities for personal injuries caused by acts or
            omissions of Owens Corning or its predecessors-in-
            interest prior to the Close of Escrow;

    (i) Until the NJDEP issues a "no further action letter" or its
        equivalent, Berlin Jackson agrees that any conveyance of
        the Property to a third party will specifically recognize
        the existence of the Agreement and will require that third
        party to comply with the Agreement and to assume the
        Berlin Jackson's obligations, provided, however, that the
        third party is to have no liability or indemnity
        obligations for any matter arising prior to the conveyance
        of the Property to that third party; and

    (j) Berlin Jackson has agreed to waive and release Owens
        Corning from any claim related to the contamination or
        environmental state of the Property or arising from any
        environmental law or regulation;

The Debtors owe $2,869 in real property taxes with respect to the
Property, for which, valid liens may have been asserted against
the Property, Ms. Stickles tells the Court.

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)


PARKWAY HOSPITAL: Wants Removal Period Stretched to February 1
--------------------------------------------------------------
The Parkway Hospital, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to extend, until Feb. 1, 2006, the
period within which it can remove prepetition actions.

The Debtor has been devoting substantial amounts of time to
transitioning into chapter 11 and operating its business as a
debtor-in-possession.  Since filing for chapter 11 protection, the
Debtor's management and professionals have been consumed with the
operation of the Debtor's business and complex task of
negotiations with the Creditor's Committee and potential
financiers.

The Debtor believes that the extension period will afford it the
opportunity to make fully informed decisions concerning removal of
any prepetition actions and will assure that it does not forfeit
valuable rights.

The Parkway Hospital, Inc., operates a 251-bed proprietary, acute
care community hospital located in Forest Hills, New York.  The
Company filed for chapter 11 protection on July 1, 2005 (Bankr.
S.D.N.Y. Case No. 05-14876).  Timothy W. Walsh, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $28,859,000 in total assets and
$47,566,000 in total debts.


PILGRIM AMERICA: Fitch Retains Junk Rating on Two Cert. Classes
---------------------------------------------------------------
Fitch Ratings upgrades one class of notes issued by Pilgrim
America CBO I, Ltd.  This rating action is the result of Fitch's
review process and is effective immediately:

    -- $18,789,854 class A notes upgraded to 'AA' from 'A';
    -- $41,000,000 class B notes remain at 'C';
    -- $41,000,000 class C notes remain at 'C'.

Pilgrim America CBO is a collateralized debt obligation that
closed July 7, 1998.  In July 2001, Prudential Financial assumed
the position as the collateral manager taking the place of Pilgrim
America.  The liabilities of Pilgrim America CBO are supported by
a portfolio composed primarily of U.S. high yield corporate bonds.

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 Ratings 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.

Since the last rating action in April 2005, Pilgrim America CBO
has redeemed a significant portion of its capital structure.  The
balance of the class A notes has been reduced to $18.8 million
from $50.2 million at the time of the last rating action.
Approximately 9.1% of the original $207 million balance of the
class A notes remain outstanding.  As a result of the
deleveraging, the class A overcollateralization test level has
improved to 145.7% as of the Sept. 20, 2005 trustee report
compared with 132.4% as of the March 14, 2005 trustee report.  In
addition, the class A interest coverage test has improved to
277.5% from 168.8% over the same time period.

Unsecured Northwest Airlines bonds account for 13.4% of Pilgrim
CBO's collateral; however, the increase in credit enhancement to
the class A notes as a result of the deleveraging offsets the
decline in collateral credit quality as a result of the recent
bankruptcy filing.  Fitch assumed recoveries on unsecured
Northwest Airlines bond of less then 10% for the purposes of
modeling cashflow streams.

On the Sept. 20, 2005 payment date, the class B noteholders
received interest cash flows of approximately $1.6 million.  
However, there is still a deferred interest balance of $8.9
million.  The class C noteholders are not expected to receive
future distributions.

The rating of the class A notes addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class B and class C notes address the likelihood that investors
will receive ultimate and compensating interest payments, as per
the governing documents, as well as the stated balance of
principal by the legal final maturity date.

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


PNC MORTGAGE: Fitch Holds Junk Rating on Two Certificate Classes
----------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on these PNC
Mortgage Securities Corp issues:

   Series 1997-PR1

     -- Classes A, R affirmed at 'AAA';
     -- Classes M, X-1 affirmed at 'AAA';
     -- Classes B-1, X-2 affirmed at 'AAA';
     -- Classes B-2, X-3 affirmed at 'AA';
     -- Classes B-3, X-4 affirmed at 'BBB+';
     -- Classes B-4 affirmed at 'B'.

   Series 1999-2 Group 1

     -- Classes IA-4, IA-6, IP, VP, IX, VX affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 affirmed at 'AAA';
     -- Class C-B-4 affirmed at 'AA';
     -- Class C-B-5 affirmed at 'BB'.

   Series 1999-2 Group 2

     -- Classes IIA-1, IIIA-1, IVA-1, IIX, IIIX, IVX, IIIP, AP
        affirmed at 'AAA';

     -- Class D-B-1 affirmed at 'AAA';

     -- Class D-B-2 affirmed at 'AAA';

     -- Class D-B-3 upgraded to 'A+' from 'A';

     -- Class D-B-4 affirmed at 'BB';

     -- Class D-B-5 remains at 'CC'.

   Series 1999-8 Group 1

     -- Class I-B-1 affirmed at 'AAA';
     -- Class I-B-2 affirmed at 'AAA';
     -- Class I-B-3 affirmed at 'AAA';
     -- Class I-B-4 affirmed at 'AA';
     -- Class I-B-5 affirmed at 'A'.

   Series 1999-8 Group 2

     -- Classes II-A, III-A, IV-A, V-A affirmed at 'AAA';
     -- Class C-B-1 affirmed at 'AAA';
     -- Class C-B-2 affirmed at 'AAA';
     -- Class C-B-3 upgraded to 'AA+' from 'AA';
     -- Class C-B-4 affirmed at 'BB';
     -- Class C-B-5 remains at 'CC'.

The affirmations, affecting approximately $104.6 million of the
outstanding balances, reflect adequate relationships of credit
enhancement to future loss expectations.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $7.7 million of outstanding certificates.  
The transactions above have collateral remaining in the pool
ranging from 2% to 8% of the original collateral amount.

The CE levels for series 1999-2 Group 2 class D-B-3 and series
1999-8 Group 2 classes C-B-3 have increased by more than three
times the original enhancement levels at closing date.  They
currently benefit from 10.14% (originally 1.35%) and 11.34%
(originally 1.5%) subordination, respectively.

The mortgage pool consists of prime and Alt-A, traditional, and
hybrid fixed-rate mortgage loans, and balloons secured by
residential properties that have original terms to maturity of 15
or 30 years.  The deals are master serviced by PNC Mortgage
Securities Corporation.

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


POGO PRODUCING: Moody's Rates $350 Million Sr. Sub. Notes at Ba3
----------------------------------------------------------------
Moody's assigned a Ba3 rating to Pogo Producing Company's pending
$350 million of 12 year senior subordinated notes, confirmed
Pogo's existing Ba3 senior subordinated note ratings, and
downgraded Pogo's Corporate Family Rating to Ba2 from Ba1.  The
rating outlook is now stable.  These actions conclude a review for
downgrade begun July 12, 2005 upon Pogo's announced leveraged and
relatively expensive $1.8 billion acquisition of Northrock
Resources from Unocal.

Pogo will fund the acquisition with almost $1 billion of existing
cash (after taxes), initially roughly $800 million in debt, and a
potential $300 million refinancing of bank debt with convertible
securities.  Pogo may soon decide whether to issue convertible
preferred stock with as yet undetermined terms and conditions.

The Corporate Family Rating downgrade reflects:

   * higher pro-forma leverage on proven developed reserves;

   * Pogo's major challenges in attempting to re-establish a
     positive sequential quarter trend after the divestiture of
     its short-lived Gulf of Thailand (GOT) reserves;

   * acquisition of the longer lived Northrock Canadian reserves;

   * its extremely high 2004 drillbit finding and development
     costs;

   * very low proportion of 2004 production replaced organically;

   * the suspension of the bulk of its development capital
     spending earlier this year (much of which was reinstated in
     July 2005); and

   * roughly $235 million of stock buybacks so far this year with
     another $40 million of buybacks expected by year-end 2005.

Notably, given Pogo's major strategic transformation, weakened
prior operating trends and resulting impact on its relative share
performance, the stable rating outlook, if not the ratings, would
be vulnerable to further material shareholder-friendly actions.  
In addition, Unocal had not established a stable-to- positive
production trend at Northrock.  Moody's will therefore want to see
the degree of production response Pogo achieves by significantly
boosting capital spending on Northrock properties and unit reserve
replacement costs incurred on that spending.

A contributing though less important reason for the downgrade is
that 25% (20% pro-forma) of Pogo's production is still shut-in
after Hurricane Katrina due to third party production
infrastructure damage.  This volume is amongst Pogo's highest
margin production.  While Pogo carries significant business
interruption insurance that commences after 60 days of an insured
event, it is likely to have to absorb a 60 day deferment of cash
flow from that production.

At this point, the ratings are supported by Pogo's expected pro-
forma business profile and reduced reinvestment risk.  In addition
to adding considerable scale to Pogo's base, Northrock
significantly boosts Pogo's proportion of PD reserves, and
lengthens its PD reserve life from 6 years to roughly 7.8 years.
Pogo divested flush, short-lived, higher full-cycle cost GOT
production and is replacing it with a comparable amount of less
robust but longer lived production from Northrock's larger reserve
base.  The GOT properties also were not operated by Pogo whereas
Pogo will operate approximately 60% of Northrock's production.

The divested GOT properties also realized far lower unit prices on
its natural gas production component that it will realize on
Northrock's far higher realized prices relative to North American
market benchmarks.  Divesting GOT properties and replacing them
with Northrock's onshore properties also reduces Pogo's average
amount of drilling and development capital at risk per new
wellbore.  Pogo will now generate almost 80% of its pro-forma
production from longer lived onshore properties.

The GOT sale and Northrock acquisition are close to EBITDA-
neutral, production-neutral, and sustaining capital spending-
neutral.  Pogo's considerably greater pro-forma scale of reserves
but flat pro-forma production stems from the flush short-lived
nature of the GOT properties relative to the less robust but
longer lived production of the Northrock properties.

Northrock's approximately 100.7 mmboe of reserves (as of June 30,
2005) adds roughly 30,000 boe/day of current production, of which
roughly 40% is from southern Saskatchewan, 20% from central
Alberta, and 40% is in Southern Alberta, including along the
geologically complex Foothills trend.  Pro-forma proven reserves
would approximate 340 mmboe, of which roughly 87% would be proven
developed.

The notable absence of accompanying common equity funding for
Pogo's large hallmark acquisition, at a time of relatively strong
sector equity market, speaks largely to:

   * Pogo's relative equity underperformance prior to Northrock;

   * effort to enhance its earnings per share, volume per share,
     and invested capital per share statistics; and

   * equity market caution about Pogo's pro-forma performance.  

Northrock had underperformed (production and 2004 reserve
replacement costs) under Unocal and, generally, the results of a
long series of major Canadian reserve acquisitions by U.S.
independents was not always positive and in some cases was
especially damaging to the U.S. acquirer.

Given Northrock's prior underperformance and Pogo's production,
reserve replacement, and reserve replacement cost trend, it may be
difficult for Pogo to quickly mount attractive pro-forma
sequential quarter results.  If that continues, it would continue
to impact Pogo's relative equity performance.  Moody's views such
conditions to be an inherent credit risk, especially later in an
up-cycle, given the internal inducements, external encouragements,
and sometimes external pressure to buy back stock.  At the current
rating level, Moody's would not want to see additional stock
buybacks beyond the $275 million program announced earlier this
year.

Moody's estimates pro-forma Adjusted Debt divided by proven
developed reserves to be just under $6/PD BOE of reserves,
observes a sound PD reserve life of approximately 7.8 years, and
notes a reduced proven undeveloped reserve component plus
elimination of the high offshore development costs on the divested
Gulf of Thailand reserves.  Expected strong sector prices should
also assist Pogo in internally funding its 2006 capital budget,
with a potential remaining cash flow for incremental 2006 debt
reduction.

Though Northrock is a major element of Pogo's plan to transform
its property base, Pogo is paying $16.82 per barrel of oil-
equivalent proven reserves and over $60,000/BOE of current daily
production for a strategic package that has underperformed in
recent years.  Some of Northrock's hoped for drilling upside is in
geologically complex and/or deep geologic horizons.  The fully
loaded acquisition cost approximates $17.70/BOE of total proven
reserves.

While the acquired properties have exhibited negative production
and full-cycle cost trends under Unocal's mode of operation and
reinvestment priorities it is nevertheless a conceptually logical
strategic step for Pogo.  In Moody's view, after its $820 million
sale of GOT properties, Pogo needed to make substantial
acquisitions to remain independent.  Moody's believes it was
critical for it to rebalance to a greater proportion of onshore
reserves and production with a longer reserve life.  After many
years of being dominated by the fast and high cash consumption
pace, the reinvestment risk, and the comparatively greater
operating complexity of the major GOT and the Gulf of Mexico
offshore properties, Pogo now will produce roughly 80% of
production from onshore properties and should benefit from
increased risk diversification within the capital budget.

The Northrock acquisition pushes Pogo's pro-forma 2004 3 year
average all-sources reserve replacement costs up to at least
$14.40/BOE, up from 2004's $12.75/BOE three year average.  These
figures face important updates from year-end 2005 FAS 69
disclosures.  Including pro-forma interest expense, preferred
dividends (if any), and the new reserve replacement cost figures,
Pogo appears to carry roughly $27/BOE of total full-cycle costs.

Pogo endured a difficult 2004, in which drillbit reserve
replacement costs exceeded $40/boe and extensions and discoveries
replaced a very low 27% of production.  While volume and cost
trends remain uncertain, Pogo partially mitigates price risk by
aggressively hedging Northrock's production through 2007.

The subordinated note ratings are single notched below the
Corporate Family Rating, per Moody's notching procedures for Ba2
or Ba1 Corporate Family Rating issuers, as long as structural
subordination concerns do not otherwise warrant the traditional
two notches.

The move to single notching benefits from the fact that all of
Pogo's production is now located within North America, no material
cash is trapped offshore now for tax reasons, and Pogo's rated
debt is no longer structurally subordinated to two major
irrevocable secured bareboat charters for floating production
infrastructure on the divested GOT properties or to the parent's
former guarantee of that lease.  While roughly 65% of Pogo's
reserves (29.7% in Northrock and 35.3% in the North Central
properties) are located in subsidiaries not providing parent
guarantees, Pogo intends to merge the North Central reserves into
to the parent issuer within one year.

Pogo Producing Company is headquartered in Houston, Texas.


PRUDENTIAL MORTGAGE: Fitch Affirms BB+ Rating on $16.8MM Certs.
---------------------------------------------------------------
Prudential Commercial Mortgage Trust commercial mortgage pass-
through certificates, series 2003-PWR1, are affirmed by Fitch
Ratings:

     -- $233.5 million class A-1 at 'AAA';
     -- $518.2 million class A-2 at 'AAA';
     -- $32.4 million class B at 'AA';
     -- $36 million class C at 'A';
     -- $14.4 million class D at 'A-';
     -- $9.6 million class E at 'BBB+';
     -- $10.8 million class F at 'BBB';
     -- $12 million class G at 'BBB-';
     -- $16.8 million class H at 'BB+';
     -- $7.2 million class J at 'BB';
     -- $4.8 million class K at 'BB-';
     -- $7.2 million class L at 'B+';
     -- $3.6 million class M at 'B';
     -- $3.6 million class N at 'B-'.

Fitch does not rate the $14.4 million class P certificates.

The rating affirmations reflect the stable transaction performance
and minimal principal paydown from scheduled amortization.  As of
the September 2005 distribution date, the pool's aggregate
certificate balance has decreased 3.70% to $924.6 million from
$960 million at issuance. To date, there have been no losses.

Fitch reviewed the three credit assessed loans in the pool, 1290
Avenue of the Americas (8.65%), The Furniture Plaza and Plaza
Suites (4.71%), and the Inland Portfolio (4.46%).  Each loan
maintains an investment-grade credit assessment.

1290 Avenue of the Americas is secured by a 2 million square feet
office property, located in New York, NY.  As of year-end 2004,
the Fitch stressed debt service coverage ratio increased to 1.54
times (x) from 1.47x at issuance.  Occupancy for YE 2004 slightly
decreased to 96%, versus 99% at issuance.

The Furniture Plaza and Plaza Suites is secured by a retail
property in High Point, NC.  As of YE 2004, the Fitch stressed
DSCR increased to 1.77x from 1.50x at issuance.  Occupancy for YE
2004 was 100%, versus 98% at issuance.

The Inland Portfolio comprises six retail properties located in
Florida, South Carolina, Virginia, and Georgia.  As of YE 2004,
the Fitch stressed DSCR has increased to 1.54x from 1.46x at
issuance.  Occupancy for YE 2004 is 100%, versus 96% at issuance.

Currently, there are no delinquent loans or loans with the special
servicer.


QWEST COMMS: James Unruh & Wayne Murdy Join Board of Directors
--------------------------------------------------------------
The Board of Directors for Qwest Communications International Inc.
(NYSE: Q) approved the appointments of James A. Unruh, principal
of Alerion Capital Group, and Wayne W. Murdy, chairman and CEO of
Newmont Mining, to the Qwest board.

Mr. Unruh had served as president and CEO of Unisys Corporation
and led that company's transformation from a traditional mainframe
provider to a global information management company with systems
integration and consulting expertise.  Before being named CEO, Mr.
Unruh held a number of senior management positions at Unisys and
its predecessor corporation, Burroughs Corporation.  He currently
serves on the boards of CSG Systems International, Inc.,
Prudential Financial, Inc., and Tenet Healthcare Corporation.

Mr. Murdy was elected chairman of Newmont Mining Corporation in
2002 and has served as its CEO since 2001.  Prior to joining
Newmont in 1992, Mr. Murdy held senior financial positions in the
oil and gas industry.  He began his career with Arthur Andersen
LLC.  Mr. Murdy is a director of TransMontaigne Inc. and chairman
of the International Council on Mining & Metals.  He is a member
of the board of trustees of the Denver Art Museum and is on the
University of Denver Daniels College of Business Executive
Advisory Board.

"Jim and Wayne bring impressive and diverse backgrounds to the
Qwest board," said Richard C. Notebaert, Qwest chairman and CEO.  
"Both are proven leaders and have deep experience in highly
competitive and rapidly changing industries."

                    Director Resignation

Separately, Vinod Khosla has resigned his position from the Qwest
board, effective Sept. 12. Khosla, a general partner with the
venture capital firm Kleiner Perkins Caufield & Byers, joined
Qwest's board in 1998.

"On behalf of Qwest's board of directors, I'd like to thank Vinod
for his service to Qwest," said Mr. Notebaert.  "His knowledge and
keen understanding of the technology sector have served the board
and the company well over the past seven years."

"Qwest's progress and the leadership Dick Notebaert has
demonstrated make it an appropriate time for me to now focus on
other business activities," said Mr. Khosla.

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of high-speed  
Internet, data, video and voice services. With approximately
40,000 employees, Qwest is committed to the "Spirit of Service"
and providing world-class services that exceed customers'
expectations for quality, value and reliability.

At June 30, 2005, Qwest Communications' balance sheet showed a    
$2,663,000 stockholders' deficit, compared to a $2,612,000 deficit   
at Dec. 31, 2004.


RAILAMERICA TRANSPORTATION: S&P Assigns BB Secured Debt Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' secured debt
rating and '1' recovery rating to RailAmerica Transportation
Corp.'s term loan maturing in 2011, which is being increased from
$313 million to $388 million.  The loan is guaranteed by parent
RailAmerica Inc. (BB-/Positive/--).

At the same time, Standard & Poor's affirmed its 'BB' secured debt
rating and '1' recovery rating on RailAmerica Transportation
Corp.'s $90 million revolving credit facility maturing in 2010 and
RailAmerica Canada Corp.'s $37 million term loan due 2011 and
RaiLink Canada Ltd.'s $10 million revolving credit facility due
2010.  The $75 million increase in the credit facility is being
used to complete an acquisition.  The 'BB-' corporate credit
rating on parent RailAmerica Inc., which guarantees the credit
facilities, is also affirmed.
     
The credit facilities are rated one notch above the corporate
credit rating, with a recovery rating of '1', indicating a high
expectation of full recovery of principal in the event of a
default or bankruptcy.  Standard & Poor's used its discrete asset
methodology to analyze lenders' recovery prospects because the
credit facilities are secured by specific collateral.
      
"Ratings on RailAmerica reflect the risks and challenges
associated with its active acquisition strategy and increased cost
pressures, partly offset by the favorable risk characteristics of
the North American freight railroad industry," said Standard &
Poor's credit analyst Lisa Jenkins.

RailAmerica is the largest owner and operator of short-line
(regional and local) freight railroads in North America.  It
operates a diverse network of rail operations in North America,
consisting of 44 rail properties and 8,800 miles of track.  The
company previously owned operations in Chile and Australia.  Those
operations were sold in 2004 as part of the company's strategic
decision to concentrate on the North American market.
     
RailAmerica has built its rail network through acquisitions and
historically maintained an aggressive financial profile.  However,
debt leverage declined over the past year, reflecting the
company's use of proceeds from asset sales for debt repayment and
management's commitment to maintaining a less-leveraged capital
structure.  Total debt to total capital (adjusted for off-balance-
sheet items) is currently in the mid-50% area, down materially
from 82% at the end of 2000.  

Management has stated that its goal is to maintain a net debt to
capital ratio of 50%, although it also plans to continue to pursue
acquisitions.  The company is also likely to continue to divest
operations that no longer fit its business and financial
objectives.  Financial measures will likely fluctuate somewhat
over time, depending upon the timing and magnitude of acquisitions
and divestitures.  Current ratings assume that leverage will
remain at or below 60% and that EBITDA coverage of interest will
remain in the 3x-4x range.
     
If solid demand and cost containment efforts result in improved
operating results and if the company maintains a disciplined
approach to financing acquisitions and sustains its strong track
record of successfully integrating acquisitions, ratings could be
raised.  Conversely, heightened profit pressures or aggressive
acquisition activity could lead to a revision of the outlook to
stable.


RUSSELL CORP: Moody's Downgrades Corporate Credit Rating to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on athletic
apparel and sporting good company Russell Corp., including its
corporate credit rating to 'B+' from 'BB-'.
     
At the same time, the ratings on the Atlanta, Georgia-based
company were removed from CreditWatch with negative implications.
The outlook is stable.  Total debt outstanding was about $513.7
million at July 2, 2005.
      
"The downgrade follows the company's second downward earnings
revisions in the past several months, this time due to the
negative impact of Hurricane Katrina, the delay in implementation
of CAFTA, and lingering effects of the operational issues the
company faced in the second quarter ended July 2, 2005, related to
higher-than-expected demand for hooded fleece product.  The
downgrade incorporates the uncertainty as to when credit measures
will recover to historical levels," said Standard & Poor's credit
analyst Susan Ding.
     
Russell's primary port in Gulfport, Mississippi, sustained damage
from the hurricane, and about 40 containers of product were lost
or damaged in the storm.  Because the company had to divert
shipments to the port of Miami instead, higher transportation
costs were incurred.  Furthermore, the potential for lost
replenishment business and missed deliveries is uncertain at this
point.  

Russell expects it will not be able to assess the full effect of
the hurricane until early 2006.  Standard & Poor's expects that
margins and operating results will be further constrained by
escalating fuel and other raw material cost increases.


SALOMON BROTHERS: Fitch Holds Low-B Rating on Two Cert. Classes
---------------------------------------------------------------
Salomon Brothers Mortgage Securities VII, Inc.'s commercial
mortgage pass-through certificates, series 2000-NL1, are upgraded
by Fitch Ratings:

   -- $4.2 million class J certificates to 'AAA' from 'AA'.

In addition, Fitch affirms these classes:

   -- Interest-only class X at 'AAA';
   -- $13.3 million class E at 'AAA';
   -- $5 million class F at 'AAA';
   -- $10.9 million class G at 'AAA';
   -- $5.9 million class H at 'AAA';
   -- $8.4 million class K at 'BB+';
   -- $3.3 million class L at 'B-'.

Fitch does not rate the $4.4 million class M certificates.  
Classes A-1, A-2, B, C, and D have paid in full.

The upgrade reflects the increased credit enhancement due to
paydown and greater certainty of Fitch's loss expectations.  As of
the April 2005 distribution date, the pool's aggregate certificate
balance has decreased 80% to $55.2 million from $334.2 million at
issuance.

There is one loan in special servicing (17%), which is secured by
a 127,439 square foot mixed-use industrial/R&D property located in
Freemont, CA.  The loan transferred to the special servicer when
the borrower defaulted on the debt service.  The special servicer
is analyzing the situation and negotiating a possible workout.  
Recent appraisal indicates losses are likely upon liquidation.  
The loan is 60 days delinquent.

None of the loans have lockout provisions, and, as such, the deal
is expected to continue to pay down.  Currently, 98% matures in
2008.


SECURITIZED ASSETS: Fitch Holds BB+ Rating on Class B3 Certs.
-------------------------------------------------------------
Fitch Ratings affirms the following Securitized Assets Sales, Inc.
residential mortgage-backed certificates:

   Securitized Assets Sales, Inc. mortgage pass-through
   certificates, series 1993-4

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA'.

   Securitized Assets Sales, Inc. mortgage pass-through
   certificates, series 1993-5

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA+'.

   Securitized Assets Sales, Inc. mortgage pass-through
   certificates, series 1993-7

     -- Classes T and F affirmed at 'AAA';
     -- Class B1 affirmed at 'AA+';
     -- Class B2 affirmed at 'A';
     -- Class B3 affirmed at 'BB+'.

The affirmations, affecting approximately $6.5 million of the
outstanding balances, reflect the adequate relationships of credit
enhancement to future loss expectations.  The above deals suffered
no significant losses since their last rating actions.  The pool
factors (i.e. current mortgage loans outstanding as a percentage
of the initial pool) for series 1993-4, 1993-5 and 1993-7 are 1%,
5% and 2%, respectively.

The collaterals of above deals consist of prime 30-year adjustable
and fixed rate mortgage loans.  The series 1993-4 and 1993-5 are
master serviced by Structured Asset Securities Corp.  and the
former has a mortgage insurance policy provided by GEMICO, whose
insurer financial strength is rated 'AA' by Fitch.  The series
1993-7 is master serviced by PHH Mortgage Corp.

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


SIERRA HEALTH: Converting 2-1/4% Sr. Debentures to Common Shares
----------------------------------------------------------------
Sierra Health Services, Inc., entered into a privately negotiated
transaction with a holder of the Company's 2-1/4% Senior
Convertible Debentures due 2023 pursuant to which the Debentures
owned by the holder were converted into Sierra common stock, par
value $.005 per share, in accordance with the indenture governing
the debentures.  The holder converted $10,000,000 aggregate
principal amount of the Debentures and, upon such conversion,
received:

   (1) 546,747 shares of Common Stock; and

   (2) $228,125 in cash for accrued and prepaid interest.

This transaction will result in a third quarter expense of
approximately $400,000 due to the write-off of the associated
deferred debenture-related costs and the $225,000 in incurred
prepaid interest.  Sierra expects to incur third quarter debenture
conversion related expenses totaling approximately $1.2 million as
a result of this transaction and the transaction that occurred on
August 22, 2005.

Sierra Health Services Inc. -- http://www.sierrahealth.com/--     
based in Las Vegas, is a diversified health care services company  
that operates health maintenance organizations, indemnity  
insurers, military health programs, preferred provider  
organizations and multispecialty medical groups. Sierra's  
subsidiaries serve more than 1.2 million people through health  
benefit plans for employers, government programs and individuals.  

                         *     *     *

As reported in the Troubled Company Reporter on May 19, 2005,
Fitch Ratings has upgraded its long-term issuer and senior debt
ratings on Sierra Health Services, Inc. to 'BB+' from 'BB', as
well as the insurer financial strength ratings of SIE's core
insurance subsidiaries Health Plan of Nevada, Inc. and Sierra
Health and Life Insurance Co., Inc. to 'BBB+' from 'BBB'.  The
rating action affects approximately $115 million of outstanding
public debt.  Fitch says the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on May 18, 2005,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB' from 'B+'.

Standard & Poor's also said that it raised its senior unsecured
debt rating on Sierra's $115 million, 2.25% senior convertible
notes, which are due in March 2023, to 'BB' from 'B+'.  S&P says
the outlook is stable.


SILICON GRAPHICS: Wells Fargo & Ableco Commit to Loan $100 Mil.
---------------------------------------------------------------
Silicon Graphics, Inc. (NYSE: SGI) has executed a commitment
letter with Wells Fargo Foothill, Inc., and Ableco Finance LLC
with respect to a new asset-backed credit facility that will
provide availability of up to $100 million.  

As previously disclosed, securing this new credit facility is part
of the company's restructuring plan developed with the assistance
of turnaround firm AlixPartners LLC and is intended to improve the
Company's liquidity.  

The new two-year facility, which will consist of a $50 million
revolving line of credit and a term loan of $50 million, will
replace SGI's existing asset-based facility.   The existing
facility provides availability of up to $50 million, but is
subject to a minimum cash collateral requirement of
$20 million to support the borrowing base.  The new facility has
no minimum cash collateral requirement.  The existing facility is
used principally to support letters of credit required under
leases for facilities in Mountain View, Calif.  The new facility
will support the letters of credit and is expected to provide
significant additional liquidity to support operations.

As with SGI's current credit facility, actual availability under
the proposed new facility will be determined under a formula based
on levels of assets, including both current assets such as
inventory and accounts receivable and noncurrent assets such as
real property and intellectual property.  The proposed new
facility will contain certain financial covenants requiring SGI to
maintain minimum levels of EBITDA and unrestricted cash, as well
as limitations on the company's annual capital expenditures.  The
financing is subject to the completion of definitive agreements
and is expected to be completed by the end of October 2005.

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

                         *     *     *

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

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


SIRVA INC: Audit Committee Completes Independent Review
-------------------------------------------------------
The Audit Committee of SIRVA, Inc.'s Board of Directors completed
its independent review of the Company's accounting, financial
reporting and corporate governance practices and related
processes.  

In addition, the Company has completed its assessment of the
accounting errors that gave rise to the restatement of its
financial results for the years 2000 through 2003 and the first
nine months of 2004.  The company also reported its 2004 results
and preliminary estimates of its operating results for the six
months ended June 30, 2005.

                    Audit Committee Review

The Audit Committee formally initiated a comprehensive,
independent review in early January 2005 after the Company
received a letter sent on behalf of the Company's former chief
financial officer.  At that time, the Audit Committee engaged the
services of Cleary Gottlieb Steen & Hamilton LLP, led by former
Securities and Exchange Commission general counsel David M.
Becker, to advise it in connection with the Review.  Cleary
Gottlieb retained Deloitte & Touche LLP as forensic accountants to
assist in the Review.  The Audit Committee instructed Cleary
Gottlieb to exercise its independent judgment on all matters
involved in the Review.  Furthermore, the Audit Committee directed
Cleary Gottlieb to bring to its attention indications of any
improprieties.

The Audit Committee expanded the scope of its Review in February
2005 to address certain allegations regarding the adequacy of the
Company's accounting practices which were contained in a
pseudonymous email sent to PricewaterhouseCoopers LLP, the
Company's independent registered public accountants.  This
expanded review closely examined the basis for these allegations,
including the relevant Company accounting records and related
disclosures, and accordingly required additional time to complete.

The Audit Committee further expanded the scope of its Review in
March 2005 by requesting Cleary Gottlieb to review the
circumstances giving rise to the accounting entries that were the
basis for the Board of Director's decision to restate the
previously issued financial statements for the years 2000 through
2003 and the first nine months of 2004.  In total, Cleary Gottlieb
reviewed approximately 25 million pages of electronic documents,
300 boxes of physical documents, and interviewed approximately 160
current and former employees, members of senior management and the
Board of Directors.

Throughout the course of the Audit Committee's Independent Review,
PwC was kept informed of the Review's progress and interim
results.  PwC also was consulted on the scope of the Independent
Review for certain matters and reviewed the conclusions of the
Independent Review.

                  Internal Review by Management

In addition to the Independent Review, the Company's management
conducted an internal review in connection with the preparation of
the Company's consolidated financial statements to be included in
the Company's forthcoming Annual Report on Form 10-K for the year
ended Dec. 31, 2004.  This review was undertaken in connection
with implementing procedures to comply with Section 404 of the
Sarbanes-Oxley Act, the disappointing performance of the Company's
Insurance and European businesses in the third quarter of 2004,
and as part of the Company's year-end closing process.

                      Summary Conclusions

The Independent Review did not reveal a scheme to misstate the
Company's financial statements.  However, both the Independent
Review and the internal review did reveal material weaknesses in
the Company's control environment, organizational structure and in
its consistent application of GAAP.  The Company is using the
conclusions of the reviews as a basis to drive improvements in
these areas across each of its business units.  

In addition, the Audit Committee has been taking appropriate
disciplinary actions, including the termination or re-assignment
of certain employees, and is implementing Board level governance
changes.  Furthermore, the Audit Committee has adopted the
recommendations of the Independent Review and directed the Company
to implement a remedial action plan.  This plan, among other
matters, suggests making significant changes to the Company's
organizational structure and to the development, documentation,
and delivery of policies and procedures.  The plan also emphasizes
and reaffirms the Company's ongoing commitment to training its
management team and employees in both technical skills and
compliance with corporate governance policies.

A full-text copy of Clearly Gottlieb's Summary of Report is
available at no charge at http://ResearchArchives.com/t/s?1b2

                        SEC Inquiry

The Company continues to cooperate with a formal inquiry from the
SEC related to the Company's previous earnings guidance
announcement for the fourth quarter and full year ended Dec. 31,
2004.

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing  
relocation solutions to a well- established and diverse customer
base around the world.  The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance.  SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers.  The company operates in more than 40 countries with
approximately 6,000 employees and an extensive network of agents
and other service providers.  SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in
North America; Pickfords, Huet International, Kungsholms, ADAM,
Majortrans, Allied Arthur Pierre, Rettenmayer, and Allied Varekamp
in Europe; and Allied Pickfords in the Asia Pacific region.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2005,
Standard & Poor's Ratings Services lowered its ratings on
relocation service provider SIRVA Inc. and its primary operating
subsidiary, SIRVA Worldwide Inc.  The corporate credit rating on
both entities was lowered to 'B+' from 'BB'.
     
All ratings remain on CreditWatch with negative implications,
where they were placed on April 8. 2005, due to:

   * the continued delay in filing SIRVA's year-end 2004 financial
     statements;

   * ongoing investigation related primarily to its insurance and
     European businesses; and

   * the disclosure that the cost to address its financial control
     weaknesses will be significantly higher than originally
     anticipated.

In July 2005, SIRVA was granted amendments to its bank facility
and accounts-receivable securitization program, extending the
filing deadline for its financial statements until Sept. 30, 2005.


SOLUTIA INC: Court OKs $255M Astaris Venture Sale to Israel Chem.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Solutia Inc. and its debtor-affiliates permission to sell
Astaris, Solutia's and FMC Corporation's 50/50 specialty
phosphates joint venture, to for $255 million.

As reported in the Troubled Company Reporter on Sept. 5, 2005,
Solutia will use the proceeds of the Astaris sale to partially pay  
down the term loan portion of its debtor-in-possession financing.   
The sale will be liquidity neutral for Solutia; however, it will  
save the company interest costs associated with its DIP term loan.  

FMC Corporation is a diversified chemical company serving  
agricultural, industrial and consumer markets globally for more  
than a century with innovative solutions, applications and quality  
products.  The company employs approximately 5,000 people  
throughout the world and operates its businesses in three  
segments: Agricultural Products, Specialty Chemicals and  
Industrial Chemicals.

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


SOREY FARMS: Has No Known Unsecured Creditors Who Are Not Insiders
------------------------------------------------------------------
Sorey Farms, Inc., delivered a list of its 20 largest unsecured
creditors to the U.S. Bankruptcy Court for the Southern District
of Mississippi as required by Rule 1007 of the Federal Rules of
Bankruptcy Procedure.  The Debtor reports that it has no known
unsecured creditors who are not also insiders.

Headquartered in Lake, Mississippi, Sorey Farms, Inc. filed for
chapter 11 protection on Aug. 17, 2005 (Bankr. S.D. Miss. Case No.
05-53693).  Jeffrey K. Tyree, Esq., at Harris & Geno, PLLC
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debt between $10 million and $50 million.


SOTHEBY'S HOLDINGS: Moody's Lifts Sr. Unsec. Notes' Rating to B1
----------------------------------------------------------------
Moody's Investors Service upgraded Sotheby's Holdings, Inc. senior
unsecured notes to B1 and affirmed the corporate family rating of
Ba3.  The outlook remains stable.  The upgrade reflects:

   * the company's continued solid operating performance;

   * the recent recapitalization which eliminated uncertainty
     around its ownership; and

   * the closing on its new $200 million senior secured revolving
     credit facility maturing in 2010 which extended its nearest
     term maturity.

The company's continued solid operating performance along with the
proceeds of the sale of the real estate business in 2004 has led
to a buildup of on balance sheet cash.  This build up of cash
allowed the company to finance its recent recapitalization with a
substantial portion of cash and the remainder as a short term
borrowing under the revolving credit facility.  The
recapitalization eliminated the dual class super-voting share
structure as well as the uncertainty around the Taubman family's
ownership stake.

Prior to the recapitalization, the Taubman family had owned 22% of
the total shares outstanding but 62% of the total votes through
its ownership of the super voting class B shares.  For several
years now, there has been a large degree of uncertainty around how
the Taubman family would manage its ownership stake going forward.
With the recent recapitalization, the Taubman family exchanged its
class B Shares for $168 million in cash and 7.1 million of class A
shares.  There is now a single class of common stock with the
Taubman family's 7.1 million shares representing 12.4% of the
total shares and votes outstanding.  In addition, the Taubman
family no longer controls the board of directors.

The corporate family rating of Ba3 continues to reflect:

   * Sotheby's strong brand name;

   * its recognized expertise in an industry that has high
     barriers to entry and is dominated primarily by two players;
     and

   * the current management team's financially responsible
     behavior.

It also reflects:

   * Sotheby's very strong liquidity position given its on balance
     sheet cash;

   * strong operating cash flow; and

   * its $200 million revolving credit facility.

The revolver was partially drawn at the time of the
recapitalization but is expected to be unfunded at year end.
Moody's also notes that the new revolving credit facility places
the nearest term debt maturity out to 2009, subject to a liquidity
provision in the credit agreement.  

The rating is constrained by:

   * the current high level of funded debt;

   * the seasonal and cyclical nature of the industry, which
     results in swings in operating performance and credit
     metrics; and

   * the high level of fixed costs which makes it difficult for
     the company to adjust to cyclical downturns.

The stable outlook takes into account our expectation that
leverage metrics will be uneven given the cyclical nature of the
company's business.  It also assumes that the company will
maintain strong liquidity and that Sotheby's will finance capital
expenditures, working capital needs, and dividends from internally
generated cash flow.  Ratings could move upward should the company
reduce on balance sheet debt, including sale leasebacks, to below
$100 million while maintaining consistent excess cash balances.

Ratings could move downward should the company's liquidity
deteriorate such that cash balances fall below $80 million for an
extended period of time, the current competitive environment
materially changes, or on balance sheet debt rises above $300
million.  While Moody's expects some volatility in Sotheby's
credit metrics, significant deterioration during a trough in the
business cycle, such that Adjusted Debt/EBITDAR rises much above
5.0x is likely to trigger downward rating pressure.

The senior unsecured notes are notched down by one from the
corporate family rating reflecting their structural subordination
to the secured revolving credit facility (unrated by Moody's)
given the collateral pledged to the facility as well as the co-
borrower and guarantor structure.

This rating is affirmed:

   * Corporate family rating of Ba3

These ratings are upgraded:

   * Senior unsecured notes to B1 from B2
   * Senior unsecured shelf to (P)B1 from (P)B2

Sotheby's Holdings, Inc. headquartered in Bloomfield Hills,
Michigan, is one of the two largest auction houses in the world.
Total revenues from continuing operations were $496.7 million for
the fiscal year ended December 31, 2004.


SPARTA COMMERCIAL: Posts $1.2MM Net Loss in Quarter Ended July '05  
------------------------------------------------------------------
Sparta Commercial Services, Inc., reported a net loss before
preferred dividends of $1,245,392 for the three months ended July
31, 2005 as compared to a net loss of $413,445 for the
corresponding period in 2004.   The Company attributes the
$831,947, or 201% increase, to a $173,315 increase in general and
administrative expense and an increase of $649,935 in non-cash
financing costs.

The Company incurred preferred dividend expense of $1,803,275 in
the three-month period ended July 31, 2005, with no comparable
expense for the corresponding period in 2004.  The increase in
preferred dividend expense is attributed to the sale of
convertible preferred stock that commenced in Dec. 2004, and
concluded in July 2005.

In addition to dividends payable on the outstanding preferred
stock, preferred dividend expense includes an aggregate charge of
$1,775,000 related to warrants issued with the convertible
preferred stock and a beneficial conversion feature associated
with the preferred stock.  As a consequence of these costs, and
limited revenues, the Company's net loss, attributable to common
stockholders, increased to $3,048,667 for the three-month period
ended July 31, 2005, as compared to the net loss of $413,445 for
the corresponding period in 2004.

At the end of July 2005, the Company reported an accumulated
deficit of $9,326,325 with assets of $1,201,306.  Minimal revenues
of $17,326 were realized by Sparta during the three months ended
July 31, 2005 with no comparable revenue during the three months
ended July 31, 2004. Current period revenue was comprised
primarily of $10,376 in lease revenue, $3,275 in dealer fees, and
$3,300 in private label fees.

As of July 31, 2005, the Company had a working capital deficit of
$80,547.  Additionally, primarily attributable to the Company's
net loss from operations of $1,245,392, the Company generated a
deficit in cash flow from operations of $863,560 for the three
months ended July 31, 2005.

                      Going-Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, expressed substantial
doubt about the Company's ability to continue as a going concern
after it audited the Company's April 30, 2005 and 2004 financial
statements, included in the Company's Annual Report.  The auditing
firm points to the Company's historical losses and lack of
revenues as reasons for the negative going-concern opinion.

The Company reports that it does not have sufficient operating
capital to fulfill its planned business operations for the next
twelve months.  Management estimates that the Company needs
approximately $1.5 million in additional funds to fully implement
its business plan in the next twelve months.

                    Executive Resignation

On July 31, 2005, Michael Mele, who had been serving as the chief
financial officer, resigned from the Company.  The Company and Mr.
Mele, who was working on an at-will basis, were unable to come to
mutually agreeable terms for his continued employment.  Pending
the appointment of a new CFO, the duties of the position will be
shared by a number of senior executives within the Company.

Sparta Commercial Services, Inc., --
http://www.spartacommercial.com/-- is an internet-based  
acceptance and leasing company dedicated exclusively to the
powersports industry, which includes motorcycles over 600ccs, 4-
stroke all-terrain vehicles and select scooters.  The Company
provides a full line of financing solutions including retail
installment sales contracts and leases, as well as related
services including GAP coverage and vehicle service contracts.

From inception through April 30, 2005, the Company was in a
developmental stage period.  In fiscal year 2005, the Company
began to obtain regulatory approval in several states, prior to
commencing active operations.



ST. FRANCIS: S&P Affirms Series 1994A Bonds' Rating at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Village of Green Springs, Ohio's $15.4 million
series 1994A revenue bonds, issued for St. Francis Health Care
Centre.  In addition, Standard & Poor's affirmed its 'BB-' rating
on the center's series 1994A bonds.
     
Historically, St. Francis' operational performance has been weak
and its liquidity has been slim, but the organization has shown
improvement in fiscal 2005, with nearly break-even operations
through the first six months and is projecting break-even results
through year-end 2005.  St. Francis' recent change in management,
coupled with its renewed marketing approach, appears to be the
impetus for this modest improvement.  St. Francis is also
insulated from direct competition, given its position as the only
stand-alone long-term acute-care hospital in the local area and
its availability of more private rooms than other nursing
facilities in the area.
     
Other rating factors include a highly leveraged position, with 93%
debt to capital in fiscal 2004, and an aging facility.
     
The stable outlook reflects St. Francis' recent financial
improvement, combined with its unique business position as the
only stand-alone long-term acute-care provider in the area.
However, the center's relatively low level of cash reserves, its
extremely high leverage, and its underspending on facility
maintenance continue to be rating concerns.
      
"St. Francis will be vulnerable to rating actions if it is unable
to sustain or improve its current financial position during the
next year or two," said Standard & Poor's credit analyst Jennifer
Soule.
     
Located in Green Springs, Ohio, St. Francis consists of 36 long-
term acute-care hospital beds and 150 dually certified
Medicare/Medicaid nursing facility beds.  St. Francis currently
holds $15.2 million in total outstanding bonds that are secured by
the hospital.  It has no plans to issue additional debt during the
next few years and is not currently a party to any swap
agreements.


TEKNI-PLEX: Delays Form 10-K Filing Due to Accounting Errors
------------------------------------------------------------
Tekni-Plex, Inc., has become aware of certain accounting errors at
its American Gasket & Rubber Division, which has resulted in an
overstatement of inventory of approximately $7.7 million.

The Company determined that approximately $1.8 million of balance
sheet transactions at AGR have been misclassified between accounts
receivable, cash and inter-company eliminations.  These
misclassifications did not have any impact on the Division's
actual cash accounts or cash flows.

The accounting errors will require a non-cash charge to results of
operations for the fiscal year ended July 1, 2005, of
approximately $3 million and likely require a restatement of
results for prior periods totaling $4.7 million.  The charges are
not expected to exceed $7.7 million in the aggregate.

The Company has not concluded its investigation of these
accounting errors and an independent accounting firm has been
retained to assist in the investigation of this matter.

As a result of the forgoing the company is likely to delay filing
its 10-K for the fiscal year ending July 1, 2005.

AGR manufactures aerosol and pump packaging components for the
North American market.

Tekni-Plex, Inc. is a global, diversified manufacturer of
packaging, products and materials as well as tubing products,
primarily for the food, healthcare and consumer markets.  Tekni-
Plex is a privately held company with 35 manufacturing facilities
and approximately 3,200 full-time employees.

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2005,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Tekni-Plex Inc. and removed the rating from
CreditWatch with negative implications where it was placed on
Feb. 17, 2005.  All other ratings were also affirmed and removed
from CreditWatch.

S&P said the outlook is stable.  Coppell, Texas-based Tekni-Plex
had approximately $760 million of total debt outstanding at
April 1, 2005.


TFS-DI INC: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TFS-DI, Inc.
        1600 North Desert Drive
        Tempe, Arizona 85281-1230

Bankruptcy Case No.: 05-18689

Type of Business: The Debtor is an affiliate of Three-Five
                  Systems, Inc., which filed for chapter 11
                  protection on Sept. 8, 2005 (Bankr. D. Ariz.
                  Case No. 05-17104).  Three-Five Systems, Inc.'s
                  chapter 11 filing was reported in the Troubled
                  Company Reporter on Sept. 12, 2005.

Chapter 11 Petition Date: September 22, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Redfield T. Baum Sr.

Debtor's Counsel: Thomas J. Salerno, Esq.
                  Squire, Sanders & Dempsey, LLP
                  40 North Central #2700
                  Phoenix, Arizona 85004
                  Tel: (602) 528-4043
                  Fax: (602) 253-8129

Total Assets: Unknown

Total Debts:  Unknown

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Data International Co. Ltd.   Litigation                 Unknown
Thompson Conant PLC
Michelle G. Breit
2398 East Camelblack Road,
#925
Phoenix, AZ 85281-1230

Three-Five Systems, Inc.      Intercompany  debt         Unknown


TIMKEN CO: Closing Clinton Plant in Automotive Group Restructuring
------------------------------------------------------------------
The Timken Company disclosed plans to close its Clinton, S.C.,
plant with production being phased down over the next two years.  
The decision is part of an ongoing program to increase
competitiveness of its Automotive Group by reducing fixed costs
and creating more focused factories across its automotive product
portfolio.  This action is part of the previously announced
restructuring of the company's Automotive Group.

The products from the Clinton plant will be integrated into other
facilities throughout Timken's manufacturing base.  Timken expects
to continue manufacturing the vast majority of these products in
the United States.

"It is necessary that we continue to competitively position our
operations.  The decision to close this plant resulted from a
lengthy study of our automotive business that identified the need
to exit certain product lines and to reduce fixed costs across our
manufacturing network," said Jacqui Dedo, president of the
company's Automotive Group.  "In no way is this decision a
reflection on the performance of our associates at the plant.
They have achieved much over the years, and we acknowledge their
efforts."

Consistent with the company's manufacturing strategy of creating
more focused factories, Clinton's multiple production lines will
be integrated into other Timken plants.  Many of the Clinton plant
employees will be offered job opportunities at other Timken
manufacturing plants as production is phased down at the Clinton
plant.  During the manufacturing consolidation, the company will
continue to make customer service a priority.

The Clinton plant produces a broad array of components and
bearings for automotive powertrain and chassis applications. The
plant also manufactures bearings for industrial applications, such
as transmissions and outboard engines.

The Clinton plant opened in 1961 as part of The Torrington
Company.  In 2003, Timken acquired Torrington.

Timken initiated the Automotive Group restructuring at the end of
July, and it expects to announce further actions related to the
restructuring in the next few months.

The Timken Company (NYSE: TKR) -- http://www.timken.com/-- keeps   
the world turning, with innovative ways to make customers'
products run smoother, faster and more efficiently.  Timken's
highly engineered bearings, alloy steels and related products and
services turn up everywhere - on land, on the seas and in space.
With operations in 27 countries, sales of $4.5 billion in 2004 and
26,000 employees, Timken is Where You Turn(TM) for better
performance.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2005,
Moody's Investors Service has affirmed The Timken Corporation's
Ba1 senior implied and senior unsecured ratings and changed the
ratings outlook to stable from negative.  The change in the
outlook is based on the company's improved operating performance
and positive effect on financial metrics, the success in achieved
integration related synergies from the Torrington acquisition, and
a more favorable outlook for the company's industrial and steel
segments over the near and intermediate term.


TORCH: Has Until Oct. 15 to File Plan & Disclosure Statement
------------------------------------------------------------
The Honorable Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana extended Torch Offshore, Inc., and
its debtor-affiliates' time to file a chapter 11 plan and
disclosure statement through and including Oct. 15, 2005.

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.


TRIAD HOSPITALS: S&P Lifts Corporate Credit Rating to BB from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term debt
ratings on Triad Hospitals Inc.; the long-term corporate credit
rating was raised to 'BB' from 'BB-'.  The rating outlook is
stable.  The 'B-2' short-term rating on the company and the
recovery rating of '1' on Triad's secured bank loan (indicating a
high expectation for full recovery of principal in the event of a
payment default) were affirmed.
      
"The higher long-term ratings are attributable to Triad's
improving financial profile, despite its still-aggressive growth
initiatives," said Standard & Poor's credit analyst David Peknay.
"The company's avoidance of any significant use of debt and its
willingness to use equity to help fund its large investments are
indicative of a financial policy consistent with the new rating."
     
The speculative-grade ratings on Plano, Texas-based Triad reflect:

   * the company's aggressive growth plan;

   * the competitive nature of many of its key hospital markets;
     and

   * the industry challenges it faces (such as bad debt and
     exposure to third-party reimbursement).

The company's aggressive growth strategy incorporates:

   * joint-venture partnerships with not-for-profit hospitals;
   * potentially large acquisitions; and
   * new construction projects.

This strategy is risky, however, because the company may not
achieve a good return on such investments, which require
substantial capital.  Although Triad has a growing record of
success, a larger pipeline of projects may be more difficult
to manage, and replicating earlier results could prove
challenging.
     
Triad's 52 hospitals and nine ambulatory surgery centers typically
have solid, but not dominant, positions in their respective
markets.  The key to success in meeting its competitive
challenges, as well as increasing the profitability of its
hospitals, involves expanding the number of services it offers and
strengthening relationships with existing physicians and
communities.  The company's results from 2003 to early 2005
provide some evidence of the success of its strategy.  Lease-
adjusted debt to EBITDA has declined to 2.9x from 3.6x; EBITDA
interest coverage improved to 5.3x from 3.6x, and return on
capital improved to 11% from 9%.

Although Triad's accelerating growth initiatives will continue to
consume all of its operating cash flow, the company is expected to
continue to avoid any significant increase in debt leverage that
would be inconsistent with the rating.  The level of growth
activity, along with Triad's ability to manage both its growth
and core operating performance, will be key to avoiding meaningful
weakening in credit protection measures.


TRUMP HOTELS: Has Until Oct. 5 to Object to NJSEA Claims
--------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Sept. 6, 2005, the New Jersey Sports and Exposition Authority and
Trump Plaza Associates entered into an Easement Agreement in 1995,
pursuant to which an enclosed loggia was constructed across the
front of the East Hall of the historic Atlantic City Convention
Center to provide direct enclosed pedestrian access between the
Trump Plaza Casino and the World's Fair Casino.

In January 2000, Trump Plaza terminated the East Hall Loggia
Easement.  The NJSEA alleges that despite the termination, Trump
Plaza is still obligated to restore the easement area to its
original condition.

In January 2005, the NJSEA filed Claim No. 1452 against Trump
Plaza.  In June 2005, the NJSEA filed an amended claim -- Claim
No. 2263 -- asserting an administrative claim for $1,000,000.

The Debtors object to the NJSEA Claims.

In another Court-approved stipulation, the Debtors and the New
Jersey Sports and Exposition Authority agreed that:

    1. The deadline by which the Debtors must file any formal
       objection to the NJSEA Disputed Claims will be extended to
       Oct. 5, 2005.

    2. The hearing on the objection relating to the NJSEA Disputed
       Claims will be continued to Oct. 19, 2005, at 10:00 a.m.

    3. NJSEA will file its response to the objection no later than
       Oct. 12, 2005.

    4. If the parties are able to resolve the NJSEA Disputed
       Claims before the Continued Hearing, the parties will
       request that the Continued Hearing be vacated.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


UAL CORP: Files 18th Reorganization Status Report
-------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, recounts that on Sept. 7, 2005, UAL Corporation and its
debtor-affiliates officially commenced the exit process by filing
a Plan of Reorganization, Disclosure Statement and related
materials.  The Debtors are on track to emerge from Chapter 11 in
early 2006.  The Debtors are making excellent progress even as two
major airlines, Delta and Northwest, both filed for Chapter 11
protection on Sept. 14, 2005.

                       Exit Financing

The Debtors continue to move forward with the exit financing
process.  The Debtors have received proposals for $2,500,000,000
to $3,000,000,000 of all-debt exit financing packages.  The
Debtors are continuing to work with the lenders and the Official
Committee of Unsecured Creditors to improve the terms and
conditions in the proposals before selecting the best exit
financing package.

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


UNITED FLEET: Section 341(a) Meeting Slated for October 6
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of United
Fleet Maintenance, Inc.'s creditors at 1:00 p.m., on Oct. 6, 2005,
at the Office of the U.S. Trustee, 515 Rusk Avenue, Suite 3401,
Houston, Texas 77002.

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 Houston, Texas, United Fleet Maintenance, Inc.,
filed for chapter 11 protection on July 22, 2005 (Bankr. S.D. Tex.
Case No. 05-41222).  Richard L. Fuqua, Esq., at Fuqua & Keim,
L.L.P., represents the Debtor in its restructuring efforts.  On
August 25, 2005, Judge Leticia Z. Clark signed an order to convert
the Debtor's cases to chapter 7 liquidation proceeding.  When
the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of $1 million to $10 million.


US AIRWAYS: Completes Aircraft Sale to Republic Airways
-------------------------------------------------------
US Airways Group Inc. completed the sale of certain Embraer
regional jet aircraft and slot assets to Republic Airways
Holdings, generating approximately $90 million in liquidity for
US Airways as it completes its Chapter 11 restructuring and merger
with America West Airlines.  The regional jets and the slots will
continue to operate as US Airways Express.

Under the terms of the asset sale agreement, Republic will
purchase or assume the leases of 25 Embraer 170 aircraft from
US Airways, and will operate them in the US Airways network under
a regional jet service agreement that has been negotiated and
approved by the U.S. Bankruptcy Court for the Eastern District of
Virginia.  Three additional Embraer 170s that had been slated for
delivery to US Airways were purchased by Republic directly from
the manufacturer.

In addition, US Airways has sold, and then leased back from
Republic, commuter slots at Ronald Reagan Washington National and
New York LaGuardia airports.

"Republic Airways has been operating as a US Airways Express
carrier since earlier this month, and we are pleased to complete
this additional step in our expanded relationship as well as in
our restructuring efforts," said Bruce R. Lakefield, US Airways
president and chief executive officer.

Other Embraer 170 assets, including a flight simulator and spare
parts needed to support the aircraft operations, also are planned
to be part of the transaction.  The purchase of these assets is
expected to be completed in the next few weeks.

As previously announced by US Airways, the Republic asset sale
transaction represents approximately $100 million in cash that is
built into the Plan of Reorganization approved by the U.S.
Bankruptcy Court on Sept. 16, 2005.

Headquartered in Arlington, Virginia, US Airways' primary business  
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,  
USAir emerged from bankruptcy with the Retirement Systems of  
Alabama taking a 40% equity stake in the deleveraged carrier in  
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition  
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian  
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,  
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and  
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors  
in their restructuring efforts.  In the Company's second  
bankruptcy filing, it lists $8,805,972,000 in total assets and  
$8,702,437,000 in total debts.


VALLEY CITY: Panel Wants DKW Compensated for Brief Representation
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Valley
City Steel, LLC's chapter 11 case asks the Honorable Marilyn
Shea-Stonum of the U.S. Bankruptcy Court for the Northern District
of Ohio, Eastern Division, for permission to retain DKW Law Group
LLC as its bankruptcy counsel for the period from Oct. 2, 2003,
through Apr. 25, 2005.

The Committee engaged DKW Law Group PC to represent it in the
Debtor's chapter 11 case.  On Dec. 19, 2002, the Committee filed
an application to retain DKW PC.  Even without Court approval and
relying only on the retention, Michael Kaminski, Esq., and DKW PC
acted as counsel to the Committee.

The law firm filed for chapter 11 protection on June 30, 2003
(Bankr. W.D. Pa. Case No. 03-28186), and sold substantially all of
its assets, including accounts receivable, to DKW LLC.  The sale
closed on Oct. 2, 2003, and all partners and associates of DKW PC,
including Mr. Kaminski, became lawyers of DKW LLC.  From then on,
DKW LLC, as successor to DKW PC, acted as counsel to the
Committee.

Mr. Kaminski joined Thorp Reed & Armstrong, LLP, on Mar. 28, 2005.  
During a telephone conference on Apr. 25, 2005, the Committee
engaged Thorp Reed as its counsel and on June 17, 2005, the Court
approved Thorp Reed's retention.

The Committee is aware that no retention for DKW LLC was filed
with the Court.  DKW LLC was composed of the same attorneys and
paraprofessionals that performed the same counsel function.

The Committee wants to rectify the oversight of failing to seek
Court approval for DKW LLC's retention as its successor counsel.

During the representation period, DKW LLC provided various
services to the Committee, including:

   (a) DKW devoted numerous hours toward exploring alternatives to
       a sale, including the possibility of a debt for equity swap
       for a reorganized entity under new management.  After the
       Debtor's sale motion was filed, DKW rendered a significant
       amount of professional services in preparation for:

       -- the Committee's opposition to the proposed sale deal,
       -- engaged in lengthy discovery,
       -- drafted objections briefs to support it,
       -- prepared witnesses, and
       -- attended the evidentiary hearing.

       After the proposed buyer withdrew its initial offer, DKW
       entered into negotiations with the proposed buyer, the
       Debtor, the Debtor's secured creditor, and potential
       alternative buyers within an extremely compressed time
       frame in an effort to reach a consensual agreement
       acceptable to all parties, that would preserve the Debtor's
       business operations as a going concern and the employees'
       jobs.  DKW was successful because an agreement was reached
       with all the major parties, except Shiloh Industries.  The
       agreement:

       -- permitted a sale to go forward,

       -- preserved the benefits of the unsecured creditors claims
          against Shiloh and its related entities, and

       -- established a fund with which to finance litigation of
          those claims against Shiloh;

   (b) DKW spent a significant of time ensuring that actions
       against Shiloh and related entities would be initiated,
       including research, drafting a complaint, filing a motion
       to commence the action on behalf of the estate, attendance
       at hearings, and preparation, including discovery.  DKW's
       efforts on behalf of the Committee were successful because
       the Debtor has commenced actions against Shiloh.  If
       successful, it will provide a return to unsecured creditors
       equal to perhaps as much as 100% of their claims.

Troy L. Cady, Esq., a member at DKW Law Group LLC, discloses the
hourly rates of professional involved:

   Professional                      Hourly Rate
   ------------                      -----------
   Leo A. Keevican, Esq.                $350
   John J. McCague, Esq.                $265
   Michael Kaminski, Esq.               $250
   Samuel R. Grego, Esq.                $245
   Thomas J. Talcott, Esq.              $205
   Michael A. Wessell, Esq.             $205
   Dennis R. Very, Esq.                 $195
   John R. Gotaskie, Esq.               $190
   Troy L. Cady, Esq.                   $180
   Jason S. Hegedus, Esq.               $170
   Nancy B. Sever, Esq.                 $170
   Kathryn M. Finnerty, Esq.            $150
   Vinita K. Sinha, Esq.                $150
   Vince H. Suneja, Esq.                $135
   Glen A. Stewart                      $125
   Dennis J. Horn                       $115
   Michelle I. Cooney                    $95
   Traci D. Norman                       $50

With five offices, DKW Law Group LLC -- http://www.dkwlaw.com/--  
provides its clients with legal, investment banking, management
buy-out, and financial and healthcare consulting services.

The Official Committee of Unsecured Creditors believes that DKW
Law Group LLC was disinterested as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

Headquartered in Valley City, Ohio, Valley City Steel, LLC, is a
subsidiary of Viking Steel LLC.  The Company filed for chapter 11
protection on November 27, 2002 (Bankr. N.D. Ohio Case No.
02-55516).  Howard E. Mentzer, Esq., at Mentzer, Vuillemin and
Mygrant Ltd., represents the Debtor.  When it filed for
bankruptcy, the Company reported assets and debts between
$10 million and $50 million.


VARIG S.A.: Ansett Wants to Repossess Leased Aircraft
-----------------------------------------------------
Ansett Worldwide Aviation, U.S.A., AWMS I, AWMS II, Ansett
Worldwide Aviation Limited and Ansett Worldwide Aviation Sales
Limited currently lease 14 aircraft to VARIG S.A. and its debtor-
affiliates under certain aircraft lease agreements.

Pursuant to the Leases, the Foreign Debtors are obligated to pay
the Ansett Lessors basic rent for their use of the aircraft on a
monthly basis.  The Foreign Debtors are also required to maintain
the Aircraft in the same condition as when delivered to them
under the Leases, ordinary wear and tear excepted, and in good
operating condition.

With respect to each Aircraft, Keith M. Murphy, Esq., at Kaye
Scholer, LLP, in New York, tells Judge Drain that the Foreign
Debtors failed to make Lease Payments to the Ansett Lessors that
have become due and owing during August and September 2005.  The
Foreign Debtors remain in arrears to the Ansett Lessors during
the postpetition period.

Mr. Murphy notes that VARIG's failure to make the Lease Payments
to the Ansett Lessors constitute events of default under the
Leases.

In addition to the Lease Payment Defaults, Mr. Murphy says that
VARIG has defaulted on certain other monetary obligations related
to the Aircraft.  Specifically, the Foreign Debtors failed to pay
a post-June 17 payment obligation for aircraft maintenance.  They
also failed to honor a postpetition agreement to reimburse the
Ansett Lessors for legal expenses incurred in documenting certain
postpetition amendments to the Leases.

The Foreign Debtors are also obligated to pay the Ansett Lessors
late charges in connection with the unpaid Lease Payments, as
well as reimburse the Ansett Lessors for attorney's fees and
expenses incurred in connection with enforcing the Foreign
Debtors' obligations, Mr. Murphy adds.

On September 2, 2005, the Ansett Lessors provided the Foreign
Debtors with notice of defaults and requested that they cure
those defaults.  Mr. Murphy relates that the formal notices
followed numerous contacts in which the Ansett Lessors sought
performance under the Leases, all to no avail.  Despite receipt
of the Default Notices, the Foreign Debtors have failed to cure
any of the defaults, as required under the Preliminary Injunction
Order.

The Foreign Debtors remain in possession of and continue to use
and depreciate the Aircraft's value.

Mr. Murphy contends that the Leases require the Foreign Debtors
to maintain the Aircraft and their engines in good operating
condition.  However, eight of the engines on lease to the Foreign
Debtors have been removed from service between April 29, 2004,
and August 23, 3005, because they have exceeded operational
limits and can no longer be operated.

"Engines are valuable and expensive assets, and the behavior of
the Foreign Debtors in simply removing and storing the engines
for lengthy periods of time is extremely unusual," Mr. Murphy
argues.

Mr. Murphy asserts that the Foreign Debtors' conduct is in direct
violation of the terms of the Preliminary Injunction Order.

Moreover, Mr. Murphy recounts that Judge Drain has previously
approved a stipulation resolving International Lease Finance
Corporation's motion for relief from the Preliminary Injunction,
and further directed the Foreign Debtors to either:

   -- pay all amounts to ILFC that fell due with respect to an
      ILFC aircraft on or after June 28, 2005, and that remains
      unpaid as of September 20, 2005; or

   -- remove the aircraft from service and return it to ILFC by
      October 4, 2005.

Mr. Murphy points out that if the U.S. Court were to decline to
grant the Ansett Lessors the injunction relief while it permits
ILFC to proceed in accordance with the Stipulation, the Ansett
Lessors will be hugely disadvantaged.  That result would mean
that either ILFC would:

   (a) receive payments of its lease obligations -- a benefit
       that no other aircraft lessor would be receiving and may
       never receive; or

   (b) repossess its aircraft and would be in a position to
       remarket that aircraft, which would give ILFC a tremendous
       economic advantage over other aircraft lessors who would
       not be in a position to compete for those leasing
       opportunities.

Either result is patently unfair to the Ansett Lessors as well as
the other aircraft lessors to the Foreign Debtors, Mr. Murphy
insists.

Furthermore, Mr. Murphy maintains that the Foreign Debtors'
refusal to honor their obligations under the Leases and their
willingness to ignore their undertaking as an inducement to the
U.S. Bankruptcy Court to grant the Preliminary Injunction Order
is particularly "egregious" considering that they extensively and
vigorously negotiated the terms of the Preliminary Injunction
Order governing continued use of the Aircraft.  The Ansett
Lessors maintain that the Foreign Debtors cannot be permitted to
unilaterally rewrite the terms of the Preliminary Injunction
Order, while at the same time claiming the protections it
provides.

The Ansett Lessors have no assurance that they will be paid any
further amounts under the Leases despite the Foreign Debtors'
ongoing use and resultant diminution of the Aircraft's value, Mr.
Murphy avers.

Accordingly, the Ansett Lessors ask the U.S. Bankruptcy Court to
lift the Preliminary Injunction on an emergency basis so they
may:

   -- exercise their rights and remedies under the Leases to the
      fullest extent permissible under applicable law, including
      terminating the Leases and repossessing the Aircraft; and

   -- require the Foreign Debtors to reimburse the Ansett Lessors
      for the attorney's fees and expenses in connection with
      enforcing the Foreign Debtors' obligations under the
      Leases.

In the alternative, the Ansett Lessors propose that the treatment
of the Leases be no less favorable than the treatment afforded to
other similarly situated aircraft lessors.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.  
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WILLIAMS COS: Settles ERISA Class Action Suit for $55 Million
-------------------------------------------------------------
Williams Companies Inc. (NYSE:WMB) has reached an agreement to
settle litigation filed in 2002 under the Employee Retirement
Income Security Act against the company, its board of directors as
well as members of the company's investment and benefits
committees.

The plaintiffs are individuals who participated in the company's
401(k) retirement plan during a period that began July 24, 2000.

The settlement, which is subject to court approval and certain
other conditions, provides for Williams to pay $55 million to
plaintiffs.  Of that amount, $50 million is covered and will be
paid by insurance.

In the lawsuit, plaintiffs alleged that the defendants breached
their fiduciary duties to 401(k) plan participants related to
investments in the common stock of Williams and Williams' former
subsidiary, Williams Communications Group.

As part of the settlement, plaintiffs will release all defendants
from claims related directly or indirectly to the suit and
company's 401(k) plan.

The company's 401(k) retirement plan that is, in part, the subject
of today's announced settlement continues to be under
investigation by the U.S. Department of Labor.

The Williams' Companies, Inc. -- http://www.williams.com/--    
through its subsidiaries, primarily finds, produces, gathers,  
processes and transports natural gas.  The company also manages a  
wholesale power business.  Williams' operations are concentrated  
in the Pacific Northwest, Rocky Mountains, Gulf Coast, Southern  
California and Eastern Seaboard.  

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2005,  
Standard & Poor's Ratings Services assigned its 'B+' rating to The
Williams Cos., Inc., Credit-Linked Certificate Trust IV's
$100 million floating-rate certificates due May 1, 2009.

The rating reflects the credit quality of The Williams Cos., Inc.,
('B+') as the borrower under the credit agreement and Citibank
N.A. ('AA/A-1+') as seller under the subparticipation agreement
and account bank under the certificate of deposit.

The rating addresses the likelihood of the trust making payments
on the certificates as required under the amended and restated
declaration of trust.


WODO LLC: Hires CB Richard to Market Denver Commons Properties
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District Of Washington
gave Wodo, LLC, fka Trillium Commons, LLC, permission to employ CB
Richard Ellis, Inc., as its real estate broker.

Pursuant to the engagement agreement, CB Richard Ellis has the
exclusive right to market and sell several parcels of the Debtor's
real property located in a 65-acred Planned Unit Development known
as the "Denver Commons".  

The Denver properties up for sale include Blocks 12A, 12C, 12D,
14B, 18, 19A, 19B of the commons.  The Denver Commons project
includes portions designated for proposed residential, retail and
commercial developments and provides a gateway into the "west of
downtown" section of Denver.

The Debtor agrees to pay CB Richard Ellis a sales commission equal
to 3% of the gross selling price of a property if no outside
broker is involved in the sale.  The firm is entitled to a 4%
sales commission if an outside cooperating broker is involved in
the sale.

The Debtors assure the Bankruptcy Court that CB Richard Ellis
holds no interest adverse to its estate and is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WOOD DISCOUNT: List of 20 Largest Unsecured Creditors
------------------------------------------------------
Wood Discount Pharmacy Inc. released a list of its 20 Largest
Unsecured Creditors:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
First National Bank                                   $2,060,000
Shelby County
106 East College Street
P.O. Box 977
Columbiana, AL 35051

Dohmen Distribution Partners  Prescription drug       $1,066,420
3950 Valley East Industrial   inventory
Drive
Birmingham, AL 35217-1862

AmSouth Bank                                            $200,000
P.O. Box 1984
Birmingham, AL 35202

Scriptpro Pharmacy            Lease for agreement       $198,760
Automation

Platnik Steel & Engineering   Subcontractor             $106,000

Harbert Drug Group            Pharmacy inventory         $45,000

The Harvard Drug Group, LLC   Drug inventory             $44,256
                              vendor

Wadsworth Electric            Subcontractor              $37,304

Building Specialties Company  Subcontractor              $29,184

McGee Construction            Subcontractor              $28,764

Chilton Contractors           Subcontractor              $27,710

Thyssenkrupp Elevator         Subcontractor              $23,816

Amer Express Business         Credit card                $22,628
Capital

Shirley & Sons, Inc.          Subcontractor              $20,000

Tim Thomas                    Subcontractor              $17,845

Eagle Sign Studio             Subcontractor              $13,000

Pharmacists Mutual Ins. Co.   Insurance - Spec.          $12,467
                              business owners

Regions Bank                                             $10,000

Cade, Crenshaw & Associates   Accounting fees             $9,084

Pharmacists Mutual Ins. Co.   Insurance -                 $4,908
                              workers comp

Headquartered in Alabaster, Alabama, Wood Discount Pharmacy Inc.
-- http://www.woodpharmacy.com/--  operates a pharmacy that is  
fully licensed to administer immunization shots, as well as any
type of injectable treatment.  The Company filed for chapter 11
protection on Aug. 3, 2005 (Bankr. N.D. Ala. Case No. 05-07338).  
Frederick Mott Garfield, Esq., at Sextone, Cullen, Hobson &
Garfield, PC, represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $1 million and $10 million.


WORLDCOM INC: Motion to Bar Carrubba et al. Draws Mixed Emotions
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 2, 2005,
WorldCom, Inc. and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of New York to bar the prosecution
of a putative class action, raising prepetition trespass claims
concerning fiber optic cable installed by the predecessors of MCI
WorldCom Network Services, Inc..

On July 12, 2001, Benjamin and Elenora Carrubba, Richard and
Melissa Brown, and a putative class of similarly situated
landowners in Mississippi filed a lawsuit in the United States
District Court for the Southern District of Mississippi, alleging
claims of trespass and unjust enrichment.  The Plaintiffs allege
that the Debtors obtained consent for the installation of fiber
optic cables from the railroads but did not seek consent from
adjacent landowners who own the fee interest underlying the
railroads' rights of way.

The claimants sought damages for the alleged trespass and
disgorgement of the amounts by which the Debtors were unjustly
enriched through fiber optic cable operation, as well as an
injunction barring the Debtors from using their fiber optic cable.

The Carrubba action was administratively closed when the Debtors
filed for bankruptcy.  At the conclusion of the Debtors' Chapter
11 cases, the Plaintiffs asked the Mississippi Court to set a
schedule for further proceedings with respect to the Carrubba
Action.

David A. Handzo, Esq., at Jenner & Block LLP, in Washington,
D.C., asserts that the Plaintiffs' attempt to reactivate the
Carrubba Action violates the discharge injunction provided by the
Bankruptcy Code.  Mr. Handzo asserts that the Carrubba Action is a
"claim" within the meaning of the Bankruptcy Code, which arose
prior to the Petition Date.

                    Carrubba Plaintiffs Object

The Carrubba Plaintiffs concede that all prepetition "claims," as
"claims" are defined within the meaning of the U.S. Bankruptcy
Code, are due to be discharged by the commencement of the Debtors'
bankruptcy petition.  Thus, the Plaintiffs do not intend to seek
damages or other relief for the Debtors' prepetition conduct in
the pending action in the U.S. District Court for the Southern
District of Mississippi, Southern Division.

However, the Plaintiffs point out that the Debtors are asking for
relief far beyond the Bankruptcy Court's scope of deciding the
discharge of prepetition claims.  The Debtors argue that all
claims against them are due to be discharged.

Moreover, the Debtors ignore the legal principles regarding
prepetition and postpetition liabilities as applied to continuing
torts.  In this way, the Debtors have attempted to misdirect the
Bankruptcy Court's attention from the genuine issues.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, cites that the Debtors have declared that "[t]he core of
the Carrubba Action is the allegation that MCI trespassed on land
owned by the Carrubba Plaintiffs (and others similarly situated)
by installing a network of fiber optic cable."

Contrarily, the Plaintiffs' second amended complaint clearly makes
a claim for continuing trespass: "[d]efendant's trespass is
continuing in nature and continues each and every day . . ."

"Such claims are clearly post-petition claims," Mr. Dichter tells
Judge Gonzalez.

"MCI's apparent strategy is to mischaracterize the Plaintiffs'
claims in such a way that they are found to be discharged.  Yet
the Reorganized Debtor is even now trespassing on the Carrubba
Plaintiffs' land."

The Carrubba Plaintiffs have not consented to the trespass nor
does the Bankruptcy Code protect the Reorganized Debtor from these
postpetition claims, Mr. Dichter says.

The Plaintiffs should be allowed to go forward with the
prosecution of their action based on Mississippi state law and the
postpetition conduct of the Debtors.  Moreover, the Bankruptcy
Court should abstain from deciding what specific
postpetition claims Mississippi law would -- or would not --
support.

                           MCI Responds

Federal bankruptcy law compels the cessation of the Carrubba
Plaintiffs' action, reminds David A. Handzo, Esq., at Jenner &
Block LLP, on behalf of Reorganized Debtor MCI, Inc.

"Federal bankruptcy principles determine when a claim arises, and
under those principles, the installation of the fiber optic cable
gave rise to the Carrubba Plaintiffs' claims.  Accordingly, the
Plaintiffs' claims arose before the bankruptcy petition and were
discharged by the Bankruptcy Court's October 31, 2003 order
confirming the Modified Second Amended Joint Plan of
Reorganization."

Mr. Handzo contends that the Carrubba Plaintiffs' effort to
distinguish between the fiber itself and the use of the fiber is
irrelevant under bankruptcy law and contrary to common sense.

Even were the Court to look beyond it, the Carrubba Plaintiffs
would still lack a postpetition claim because under the applicable
Mississippi law, no postpetition claims exist, Mr.
Handzo asserts.

The Carrubba Plaintiffs, Mr. Handzo alleges, are therefore forced
to argue that the use of the cable -- that is, the transmission of
light pulses through the underground fiber optic cables -- somehow
constitutes an actionable trespass.  However, Mississippi trespass
law requires an actual physical invasion of the plaintiffs'
property.

Under no plausible legal theory are the light pulses "physical,"
according to Mr. Handzo.

The Carrubba Plaintiffs' effort to manufacture an unjust
enrichment claim fares no better, he says.  Absent a basis to
claim that MCI has trespassed, there has been no wrongful or
tortious conduct by MCI and, therefore, nothing unjust on which to
base a claim for unjust enrichment.

Mr. Handzo also points out that the bar against further litigation
imposed by operation of the discharge injunction is no different
than a bar to further litigation resulting from the operation of a
state law statute of limitations.  Mr. Handzo explains that
enjoining litigation because the Plaintiffs failed to file a proof
of claim during the bankruptcy proceedings is no more a due
process violation than dismissing a lawsuit because the plaintiffs
failed to file it within the required limitations period.

Mr. Handzo reminds the Court that the Plaintiffs received actual
notice of the claims bar date and had every opportunity to file a
proof of claim; if they failed to do so, and forfeited a right to
compensation as a result, they have no constitutional grounds for
complaint.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 100; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Willing to Sell Some Oil Production Units
----------------------------------------------------
Yukos Oil Company said it's willing to sell some of its oil
production units if Russian authorities approve, Platts reports.  

Yukos aims to maintain production in its Tomskneft and
Samaraneftegaz subsidiaries, Platts adds.  Yukos targets a
combined output for both units at 20 to 30 million metric tons per
year over the next five years.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000
in total assets and $30,790,000,000 in total debts.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Linda Elliott Joins Glenbrook Partners as Partner
---------------------------------------------------
Glenbrook Partners, a financial services consulting and research
firm, welcomes industry executive Linda Elliott as partner.
With 20 years experience in payments, as well as her recent work
in digital identity, Ms. Elliott is an expert in payments systems
technologies, policy, and governance.

"Linda brings to Glenbrook deep business and systems experience at
the center of global payment systems," said Scott Loftesness, a
managing partner with Glenbrook.  "Her leadership at the
intersection of payments and identity management helps Glenbrook
bring new insights and strategies to both our financial services
and financial technology clients."

Before joining Glenbrook, Ms. Elliott was a founding executive of
Ping Identity where she worked with leading industry groups and
commercial adopters of identity federation to create effective
business frameworks for federation.  As an industry visionary, she
spoke frequently at industry events and published numerous papers
on the evolution of the federation landscape, as well as liability
and regulatory compliance issues in digital identity.

"Linda brings a unique perspective on the impact of technology on
the enterprise. As a Visa senior line executive, she saw and
managed the daily impact of payment system changes on major bank
and merchant users of the system," said Carol Coye Benson, a
managing partner with Glenbrook.  "At Ping, she was an early
thought leader on identifying the business, policy, and technical
changes that banks and other enterprises need to implement in
order to 'identity enable' their business."

Prior to Ping, Ms. Elliott served as an executive vice president
of Visa International for the global Visa payments systems, and
Electronic Commerce initiatives, and was the founding policy and
strategy officer of Inovant, Visa's wholly owned payments
processing arm.  During Ms. Elliott's extensive career at Visa,
she was responsible for implementation of global multicurrency
operations, Visa debit and cash card systems, and electronic
commerce systems ranging from interactive banking and bill payment
to the use of digital certificates for eCommerce.  Ms. Elliott
also had responsibility for all Visa systems, including the online
real-time authorization system and the global clearing and
settlement systems.

"Linda brings our clients a deep understanding of global payment
systems," said Allen Weinberg, a managing director with Glenbrook
Partners.  "Combined with her ability to balance business strategy
and technical strategy, our clients now have a strong resource to
help them respond to the dynamically changing world of payments."

Glenbrook Partners -- http://www.glenbrook.com/-- is a consulting  
and research firm that helps companies leverage the electronic
delivery of financial services, with particular focus on payments,
risk management, digital identity, and authentication.  The firm
helps clients with strategy definition, product development, and
the application of technology to solve leading edge problems in
the financial services industry.


* Sheppard Mullin Names Two Attorneys to Finance Team
-----------------------------------------------------
Susan Rosenthal has joined the New York office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Business Trial
and Finance & Bankruptcy practice groups.  Ms. Rosenthal, most
recently at Brown, Raysman, Millstein, Felder & Steiner in New
York, concentrates her practice in corporate and commercial
litigation.

Also from Brown Raysman, Alan Winick joins Sheppard Mullin's New
York office as special counsel in the Finance & Bankruptcy
practice group.  Mr. Winick focuses his practice on corporate and
commercial transactions and has significant expertise in legal
services to the finance industry, particularly with respect to
equipment leasing companies and transactions.

Ms. Rosenthal and Mr. Winick represent financial institutions,
such as U.S. Bank, CIT Group, Sovereign Bank, ICB Leasing Corp.,
OFC Capital Corp. and Tokyo Leasing USA Inc., in areas such as
equipment leasing, secured transactions, lender liability and
franchise financing.

"We are delighted to welcome Susan and Alan to the office," James
J. McGuire, managing partner of the firm's New York office, said.  
"Susan's substantial litigation background will dovetail well with
the New York office's strong, general litigation practice and
growing finance practice.  Alan is also an excellent addition, as
he brings decades of financial institutions experience to the
firm."

Commented Ms. Rosenthal, "It is a great pleasure to join Sheppard
Mullin.  I am excited about practicing with a top-notch firm which
has historically served financial institutions.  I look forward to
continuing my long-standing professional relationship with Alan,
who I've worked with for almost a quarter of a century, and to
forging new relationships with my colleagues in the New York
office and firmwide."

Ms. Rosenthal received a J.D. from New York University School of
Law in 1974 and a B.A. from Harpur College, State University of
New York at Binghamton in 1971.  Mr. Winick received an LL.B. from
Columbia University in 1956 and an A.B. from Tufts University in
1953.

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 435 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.
The firm was founded in 1927.


* BOOK REVIEW: Titans of Takeover
---------------------------------
Author:     Robert Slater
Publisher:  Beard Books
Paperback:  252 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122506/internetbankrupt

Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge.  No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars.  Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the
twentieth century, perhaps mustachioed in the 1960s when the word
was no longer trust but monopoly.

Then came the decade of the 1980s.  Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done.  These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg,
Ted Turner -- saw what others missed: that many of the corporate
giants were anomalies, possessed of assets well worth possessing
yet with stock market performances so unimpressive that they could
be had for bargain prices.  When the corporate raiders needed
expert help, enter the investment bankers (Joseph Perella and
Bruce Wasserstein) and the M&A attorneys (Joseph Flom and Martin
Lipton).  And when the merger went through, enter the arbitragers
who took advantage of stock run-ups, people like Ivan "Greed is
Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.  By mid-decade, every industry had been affected: in 1985,
3,000 transactions took place, worth a record-breaking $200
billion.  The players caught the fancy of the media and began
showing up in the news until their faces were almost as familiar
to the public as the postman's.  As a result, Jane and John Q.
Citizen's in Wall Street began its climb from near zero to the
peak where (for different reasons) it is today.

What caused this avalanche of activity?  Three words: President
Ronald Reagan.  Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.  Reagan took office on January
20, 1981, and it wasn't long after that that his Attorney General,
William French Smith, trotted before the D.C. Bar to opine that,
"Bigness does not necessarily mean badness.  Efficient firms
should not be hobbled under the guise of antitrust enforcement."
(This new approach may have been a necessary corrective to the
over-zealousness of earlier years, exemplified by the Supreme
Court's 1966 decision upholding an enforcement action against the
merger of two supermarket chains because the Court felt their
combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the
fun couple Bill Agee and Mary Cunningham -- remember them? -- are
the personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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