TCR_Public/050525.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, May 25, 2005, Vol. 9, No. 122

                          Headlines

AAIPHARMA INC: Taps Richards Layton as Bankruptcy Co-Counsel
AAIPHARMA INC: Taps Robinson Bradshaw as Special Corp. Counsel
AAIPHARMA INC: Taps McDonnell Boehnen as Special Counsel
ACCEPTANCE INSURANCE: Wants Excl. Period Extended Until Sept. 7
ADELPHIA COMMS: Wants Until September 8 to Decide on Leases

AMCAST INDUSTRIAL: Selling Lee Brass Assets to LBC for $5 Million
AMCAST INDUSTRIAL: Wants Authority to Terminate Pension Plan
AMERICAN HOMEPATIENT: Hearing on Confirmation Appeal on July 20
ATA AIRLINES: Gets Court Nod to Ink Boeing Aircraft Lease Pact
AUTOBYTEL INC: Nasdaq Extends Compliance Deadline to May 31

BERTUCCI'S CORPORATION: Moody's Junks $85.3M Senior Unsec. Notes
BOISE CASCADE: Moody's Rates New $840M Sr. Sec. Term Loan D at Ba3
CIRTRAN CORP: Stockholders' Equity Soars by $3.5 Mil. in 1st Qtr.
CITIGROUP MORTGAGE: Fitch Rates Class M-8 & M-9 Certs. at Low-B
D & K STORES: Committee Taps Weiser LLP as Financial Advisors

DA VINCI GALLERIES: Case Summary & 20 Largest Unsecured Creditors
DAYTON SUPERIOR: April 1 Balance Sheet Upside-Down by $70 Million
DELTA AIR: Names Hank Halter as Sr. VP for Finance and Controller
DORIAN GROUP: US Trustee Picks 3 Creditors to Serve on Committee
DORIAN GROUP: Committee Taps Rohan Rosenstein as Counsel

EMMIS COMMS: Moody's Rates Planned $300M Sr. Unsec. Notes at B3
EMPIRE FINANCIAL: Completes Agreement with EFH Partners
ENRON CORP: Court OKs Florida Gas Settlement on Multi-Mil. Claims
EWORLDMEDIA HOLDINGS: Buys Back Common Shares at $3 Per Share
FALCON AUTO: Reduced Credit Enhancement Cues Fitch to Cut Ratings

FIBERMARK INC: March 31 Balance Sheet Upside-Down by $105 Million
FIDELITY FUNDING: Fitch Pares Rating on Class B Certs. to BB
FOOTSTAR INC: Wants to Extend Ernst & Young's Internal Audit Work
GEMSTONE CDO: Moody's Puts Ba2 Rating on $6.1 Mil. Class F Notes
GENERAL MOTORS: Fitch Junks Corporate Credit Rating

GENERAL NUTRITION: Moody's Affirms $215M Senior Notes' Junk Rating
GENTEK INC: Redmond Jr. Replaces Russell as President & CEO
GXS CORP: S&P Junks Proposed $100 Million Senior Secured Loan
HEALTHCARE INTEGRATED: Liberty Insurance Wins Judgment for $1.8MM
HUFFY CORP: Wants to Hire Groom Law as Special ERISA Counsel

IMPAX LAB: Receives Notice of Additional Delinquency
IORMYX INC: Case Summary & 5 Largest Unsecured Creditors
JEFFERY POTTER: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: Standard Shipping Wants $291K Admin. Claim Paid
KNOLOGY INC: Moody's Junks Proposed $115MM Second Lien Term Loan

LORAL SPACE: U.S. Trustee Appoints 9-Member Equity Committee
LORAL SPACE: Equity Committee Taps Sonnenschein Nath as Counsel
MARK SINES: Case Summary & 20 Largest Unsecured Creditors
MCLEODUSA INC: Lenders Extend Forbearance Agreement to July 21
MERIDIAN AUTOMOTIVE: Taps FTI Consulting as Restructuring Manager

MIRANT CORP: Hires Beveridge & Diamond as Environmental Counsel
MIRANT CORP: Settles Wisniak Class Action with $2M Unsecured Claim
MIRANT CORP: MirMA Landlords Slams Environmental Consent Decree
MWAM CBO: Fitch Puts Low-B Ratings on Three Certificate Classes
N-STAR REL: S&P Assigns Low-B Ratings on $40M Classes F & G Certs.

NOVO NETWORKS: Subsidiary's Deficit Triggers Going Concern Doubt
NUCON ENERGY: Case Summary & 17 Largest Unsecured Creditors
OCCIDENTAL HOSPITALITY: Case Summary & 20 Largest Creditors
OMNE STAFFING: Wants To Expand Scope of Thelen Reid Retention
OWENS CORNING: Inks Stipulation Clarifying Glenview's Equity Stake

PARKVIEW CONDOMINIUMS: Case Summary & 3 Largest Creditors
PENINSULA HOLDING: Case Summary & 20 Largest Unsecured Creditors
PETCO ANIMAL: Form 10-K Filing Delay Cues Nasdaq Delisting Notice
PETRO STOPPING: March 31 Balance Sheet Upside-Down by $21 Million
PURADYN FILTER: March 31 Balance Sheet Upside-Down by $3.9 Mil.

QWEST COMMS: Won't Re-Enter Bidding War Unless MCI Dumps Verizon
RELIANCE FINANCIAL: Liquidator Wants to Withdraw Stay Request
ROSLYN TORAH FOUNDATION: Voluntary Chapter 11 Case Summary
SOLUTIA INC: Balance Sheet Upside-Down by $1.43 Bil. at March 31
SOLUTIA INC: Blue Tree Settling Environmental Issues for $1.62M

SOLUTIA INC: Creditors Transfer 159 Claims to Liquidity Solutions
SONITROL CORPORATION: Moody's Rates Proposed $135M Facility at B2
SPIEGEL INC: Eddie Bauer Names New Board of Directors
SR TELECOM: Restructuring Balance Sheet with $39.6M New Facility
STRUCTURED ASSET: Fitch Junks Seven Mortgage Certificates

SUNRISE INT'L: Case Summary & 5 Largest Unsecured Creditors
TCPI INC: Trustee Auctioning Transdermal Delivery Patent Rights
TECO ENERGY: Fitch Rates $200 Million 6.75% Unsec. Notes at BB+
TRUMP HOTELS: Trading of New Common Stock Begins
TRUMP HOTELS: Has Until May 31 to Make Lease-Related Decisions

U.S. MICROBICS: March 31 Balance Sheet Upside-Down by $1.4 Mil.
US AIRWAYS: Wants to Maintain Surety Program with St. Paul
US AIRWAYS: Asks Court to Approve Liberty Mutual Insurance Accord
US AIRWAYS: Communication Workers Slams Transaction Retention Plan
USG CORP: Asbestos PD Committee Hires LEGC as Consultant

USG CORP: Gets Court Authority to Enter into New Leases
VILLAS AT HACIENDA: Wants to Hire Evan Thompson as Special Counsel
VILLAS AT HACIENDA: Asks Court's Permission to Employ Broker
VISTEON CORP: Talks to Ford About Buying Back 13 to 15 Plants
W.R. GRACE: Can't Appeal Solow's $25 Million Judgment

WESTERN WATER: Case Summary & 20 Largest Unsecured Creditors
WHEREHOUSE ENTERTAINMENT: Wants Until July 5 to Object to Claims
WINN-DIXIE: Posts $13 Million Net Loss for Third Quarter 2004
WINN-DIXIE: Grand Jury Probes Alleged Lobster Sale Violations
WINN-DIXIE: Gets Court Nod to Pay Automobile Insurance Obligations

WISE METALS: Limited Liquidity Prompts S&P's Negative Outlook
WORLDCOM INC: Asks Court to Bar Levcor from Prosecuting NY Action

* Black Diamond Names Stuart Armstrong as New CEO
* Senior Asst. U.S. Attorney Joins Chadbourne & Parke as Counsel
* FTI Consulting Increases Share Repurchase Program to $50 Million

* Upcoming Meetings, Conferences and Seminars

                          *********

AAIPHARMA INC: Taps Richards Layton as Bankruptcy Co-Counsel
------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Richards, Layton & Finger, P.A., as their bankruptcy co-counsel,
nunc pro tunc to May 10, 2005.

Richards Layton is expected to:

   (a) advise the Debtors of their rights, powers, and duties as
       debtors-in-possession;

   (b) take all necessary actions to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections
       to claims filed against the Debtors' estates;

   (c) prepare on behalf of the Debtors all necessary motions,
       applications, answers, orders, reports, and papers in
       connection with the administration of the Debtors' estates;
       and

   (d) perform all other necessary legal services in connection
       with these cases.

Contemporaneous with the filing of this application, the Debtors
are seeking the approval of the employment of Fried, Frank,
Harris, Shriver & Jacobson LLP, as bankruptcy counsel and co-
counsel to Richards Layton in these cases and Robinson, Bradshaw &
Hinson, P.A., as special corporate and litigation counsel.  The
Debtors have been assured that Richards Layton, Fried Frank, and
Robinson Bradshaw have discussed a division of responsibilities.
The three firms will endeavor to avoid and minimize any
duplication of services, and will cooperate with each other in the
most efficient manner possible.  The Debtors believe the retention
of Richards Layton, Fried Frank, and Robinson Bradshaw are in the
best interests of the Debtors, their estates and their creditors.

Mark D. Collins, Esq., a director at Richards Layton, discloses
that his Firm received a $75,000 retainer.

Richards Layton's professionals' current hourly billing rates are:

         Professional                   Hourly Rate
         -----------                    -----------
         Mark D. Collins                    $485
         Rebecca L. Booth                   $290
         Karen M. McKinley                  $240
         Tamara L. Moody                    $140
         Aja E. Inskeep                     $140

Also, it is Richards Layton's policy to charge its clients for all
other expenses incurred in connection with the client's case.
Richards Layton believes that it is more fair to charge these
expenses than to increase its hourly rates.

To the best of the Debtors' knowledge, Richards Layton and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

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.


AAIPHARMA INC: Taps Robinson Bradshaw as Special Corp. Counsel
--------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
Robinson, Bradshaw & Hinson, P.A., as their special corporate and
litigation counsel, nunc pro tunc to May 10, 2005.

Robinson Bradshaw is expected to:

   (a) assist the Debtors with corporate, securities law and tax
       matters, such as SEC filings and disclosure requirements,
       request for relief from periodic reporting obligations,
       registration and listing and deregistration and delisting
       of securities, and other matters not involving bankruptcy
       law;

   (b) review and advise Debtors regarding plan of reorganization
       and disclosure statement content relating to corporate,
       securities law and tax matters;

   (c) attend and assist Debtors at hearings before bankruptcy
       courts on matters related to corporate law, securities law
       or tax matters;

   (d) assist Debtors with matters relating to pending litigation,
       including defense of employment-related litigation, defense
       of purported class action securities litigation in the U.S.
       District Court for the Eastern District of North Carolina,
       purported class action ERISA litigation in the U.S.
       District Court for the Eastern District of North Carolina,
       and assistance with respect to defense of action against
       CIMA Labs, Inc.;

   (e) assist Debtors in connection with document production in
       connection with other litigation matters and governmental
       investigations and inquiries, including any investigations
       by the U.S. Attorney's Office for the Western District of
       North Carolina and the Enforcement Division of the
       Securities and Exchange Commission;

   (f) assist and advise Debtors:

       1. in preparation and review of agreements and commercial
          transactions entered into in the ordinary course of
          business;

       2. regarding interpretation of non-bankruptcy issues
          regarding Debtors' obligations under existing and
          amended business agreements, including debtor-in-
          possession financing credit, security and related
          agreements with lenders;

       3. in negotiation and documentation of amendments of
          material operating, corporate and financing agreements
          arising after the date of the Order, including exit
          financing credit, security and related agreements with
          lenders;

   (g) structure and document:

       1. corporate charters and bylaws for each of the Debtors as
          reorganized pursuant to a plan of reorganization;

       2. employment, noncompetition and confidentiality
          agreements, retention arrangements, option plans and
          other employee incentive arrangements, in each case for
          the Reorganized Debtors' employees, officers, directors
          and other service providers, and

       3. agreements among the Reorganized Debtors and
          stockholders containing securities law and other
          transfer restrictions, covenants, board governance and
          other provisions effective after the effective date of
          the plan of reorganization;

   (h) provide assistance to the Debtors, Fried Frank Harris
       Shriver & Jacobson LLP and Richards Layton & Finger, P.A.,
       in connection with any sale of the Debtors' assets,
       including assistance in:

       1. review and evaluation of proposed terms of sale
          transactions and any draft agreements relating thereto;

       2. preparation of schedules related to any asset sale
          agreement or related document;

       3. preparation of any necessary Hart-Scott-Rodino filings
          and filings with other governmental agencies;

       4. preparation and review of manufacturing, license,
          services and other supporting or closing agreements
          entered into in connection with the sale;

       5. facilitation of due diligence review by potential
          purchasers, including collection and organization of due
          diligence materials;

   (i) advise and assist Debtors regarding employee benefit and
       employment matters, including employment agreements,
       arising in the ordinary course; and

   (j) advise and assist Debtors on any other matters, provided
       that the advise and assistance would not be a duplication
       of effort of the other Debtors' counsel.

Contemporaneous with the filing of this application, the Debtors
are seeking the approval of the employment of Fried, Frank,
Harris, Shriver & Jacobson LLP as bankruptcy counsel and co-
counsel to Robinson Bradshaw in these cases and Richards, Layton &
Finger, P.A., as local counsel and co-counsel.  The Debtors have
been assured that Robinson Bradshaw, Fried Frank, and Richards
Layton have discussed a division of responsibilities.  The three
firms will endeavor to avoid and minimize any duplication of
services, and will cooperate with each other in the most efficient
manner possible.  The Debtors believe the retention of Robinson
Bradshaw, Fried Frank, and Richards Layton are in the best
interests of the Debtors, their estates and their creditors.

Stepen M. Lynch, Esq., a director at Robinson Bradshaw, discloses
that his Firm received $25,000 as an advance payment.

Robinson Bradshaw's professionals' current hourly billing rates
are:

         Designation                    Hourly Rate
         -----------                    -----------
         Shareholders                   $240 - $425
         Counsel                        $190 - $425
         Associates                     $150 - $240
         Legal Assistants                $80 - $150

In addition to the billed hourly rates, Robinson Bradshaw charges
its clients for all ancillary services provided and expenses
incurred in connection with the client's case.

To the best of the Debtors' knowledge, Robinson Bradshaw and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

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.


AAIPHARMA INC: Taps McDonnell Boehnen as Special Counsel
--------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to employ
McDonnell Boehnen Hulbert & Berghoff LLP as their special
intellectual property litigation counsel, nunc pro tunc to
May 10, 2005.

The Debtors want to retain McDonnell Boehnen because:

   (a) they believe that McDonnell Boehnen is well
       qualified to act as special intellectual property
       litigation counsel;

   (b) before May 10, 2005, McDonnell Boehnen actively represented
       the Company in certain intellectual property litigation;
       and

   (c) they believe that the continuation of the representation is
       in the best interest of their estates.

McDonnell Boehnen will act as special intellectual property
litigation counsel for the Debtors, including the Schwarz-Kudco
Litigation.

The Debtors are currently the plaintiffs in a highly complex
patent infringement action in which they have claimed that Kremer
Urban Development Company, Schwarz Pharma Inc. and their related
companies have infringed on two of the Debtors' patents with
respect to omeprazole.

The Debtors are seeking an extraordinary amount of damages in this
patent infringement action in light of the fact that the Debtors
have alleged that the sale of the defendants' allegedly infringing
products have totaled approximately $1.3 billion.

The action, which is currently pending in the U.S. District Court
for the Southern District of New York, was originally brought in
2002.  This has cost the Debtors hundreds of thousands of dollars
in litigation fees due to various discovery and other demands.

The Debtors believe that pursuit of this litigation is in the best
interests of the Debtors' estate.  The Debtors intend on actively
continuing this litigation during the bankruptcy cases.

The Debtors believe that given McDonnell Boehnen's familiarity
with these highly technical cases and the advanced stage of the
proceedings, it would be imprudent and inefficient to seek and
retain other counsel to represent them.

James C. Gumina, Esq., a member at McDonnell Boehnen, discloses
that McDonnell Boehnen's professionals bill:

         Designation                    Hourly Rate
         -----------                    -----------
         Partner                        $275 - $515
         Counsel                        $210 - $250
         Associates                     $210 - $250
         Legal Assistants               $120 - $170
         Specialists                    $120 - $170

Also, McDonnell Boehnen is customarily reimbursed for all expenses
incurred in connection with these cases.

To the best of the Debtors' knowledge, McDonnell Boehnen and the
partners, principals and professionals who will work in the
engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

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.


ACCEPTANCE INSURANCE: Wants Excl. Period Extended Until Sept. 7
---------------------------------------------------------------
Acceptance Insurance Companies, Inc., asks the U.S. Bankruptcy
Court for the District of Nebraska for an extension, through and
including Sept. 7, 2005, of the time within which it alone can
file a chapter 11 plan.  The Debtor also asks the Court for more
time to solicit acceptances of that plan from its creditors,
through Nov. 7, 2005.

The Debtor explains that two of its principal assets consist of an
interest in Acceptance Insurance Company and a Takings Claim
against the United States of America.  The Debtor is still
continuing to diligently manage and resolve claims within
Acceptance Insurance in an effort to maximize the value of the
company for the benefit of the Debtor's creditors.

The claims resolution at Acceptance Insurance is not yet at a
stage that will permit the Debtor to formulate an optimal chapter
11 plan.  The Takings Claim dispute is still in the initial stages
of litigation, and that will also affect the formulation of a
chapter 11 plan.

The Debtor relates that the Unsecured Creditors Committee has
consented to the requested extension of the exclusive periods as
proof that the Debtors' request is not a negotiating tactic on its
part to force creditors and other parties-in-interest into
accepting an unacceptable plan.

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


ADELPHIA COMMS: Wants Until September 8 to Decide on Leases
-----------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
further extend their time to assume, assume and assign, or reject
all unexpired nonresidential real property leases through and
including September 8, 2005.

In connection with their entry into asset purchase agreements for
the sale of substantially all their assets, the ACOM Debtors will
begin to work on the needs of Time Warner NY Cable, LLC, and
Comcast Corp., for various premises governed by unexpired leases.
"The completion of this analysis, however, requires additional
time," Shelley C. Chapman, Esq., at Willkie Farr & Gallagher, in
New York, states.  An extension of the lease decision period will
give Time Warner and Comcast more time to review the unexpired
leases and determine which of those will be needed after the sale
is completed.

According to Ms. Chapman, it would be impractical for the ACOM
Debtors to make decisions regarding the assumption or rejection
of the unexpired leases since they are not yet aware which of the
unexpired leases Time Warner and Comcast will choose to acquire.

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


AMCAST INDUSTRIAL: Selling Lee Brass Assets to LBC for $5 Million
-----------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Ohio to:

   a) approve the Asset Purchase Agreement between Lee Brass
      Company and LBC Acquisitions, LLC, calling for the sale of
      substantially all of the assets of Lee Brass free and clear
      of all liens, claims, interests and encumbrances to LBC
      Acquisitions, subject to the receipt of higher and better
      offers in an auction; and

   b) approve the Bidding Procedures and Termination Fee
      under the Purchase Agreement and approve the form and manner
      of the assumption and assignment of certain executory
      contracts under the Purchase Agreement.

Lee Brass Company is a debtor-affiliate of Amcast Industrial.  The
Debtors filed their request to approve Lee Brass' asset sale on
May 10, 2005.

The Asset Purchase Agreement between Lee Brass and LBC
Acquisitions calls for the sale of substantially all of Lee Brass'
assets to LBC Acquisitions for $5 million.  That Purchase
Agreement includes Lee Brass' agreement to assume certain
liabilities to LBC Acquisitions except for the Excluded
Liabilities under the Purchase Agreement.

The Purchase Agreement also calls for Lee Brass to assume and
assign appropriate executory contracts and leases to LBC
Acquisitions.

Under the Purchase Agreement, in the event the asset sale is
terminated prior to the closing of the sale for reasons detailed
in the Purchase Agreement, LBC Acquisitions will be entitled to a
return of its $500,000 Good Faith Deposit and will receive a
$170,000 Termination Fee from Lee Brass.

Bankruptcy Court records do not show that an auction to test the
bid of LBC Acquisition for Lee Brass' assets or a final sale
hearing to approve Lee Brass' asset sale has been scheduled.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMCAST INDUSTRIAL: Wants Authority to Terminate Pension Plan
------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for Southern District of Ohio to:

   a) enter an order determining that the Debtors satisfy the
      requirements for a distress termination of their Merged
      Pension Plan pursuant to Section 4041(c) of the Employee
      Retirement Income Security Act of 1974, as amended 29 U.S.C.
      Section 1341(c)(2)(B)(ii)(IV); and

   b) approve their request to terminate the Merged Pension
      Plan.

The Debtors filed their First Amended Plan of Reorganization on
April 28, 2005.  A hearing to consider the adequacy of the
Disclosure Statement explaining that Plan is scheduled on
June 9, 2005.

The Debtors explain that one of the prerequisites to confirmation
of the Amended Plan is the termination of their Pension Plan.  On
March 11, 2005, the Debtors served on the participants of that
Pension Plan a notice of intent to terminate the Pension Plan
effective May 31, 2005.

                 The Pension Plan & Funding
               for the Amended Chapter 11 Plan

The Debtors' Pension Plan is a tax-qualified defined benefit
pension plan covered by Title IV of ERISA, 29 U.S.C. Sections
1301-1461.  The Pension Plan covers approximately 827 current
employees, 2,764 deferred vested participants and 2,284
retirees.  Under the Internal Revenue Code and ERISA, the Debtors
incur certain minimum funding obligations to the Pension Plan each
year.  Amcast Industrial and each member of its controlled group
are jointly and severally liable for minimum funding contributions
to the Pension Plan as required by IRC Section 412(c)(11).

The Debtors explains that in order to fund their proposed Amended
Chapter 11 Plan, they will be required to obtain exit financing of
up to $89 million.  The Lenders who will fund the proposed exit
financing are the Debtors' present DIP lenders.  Those Lenders'
agreement to provide the exit financing for the Amended Plan is
contingent upon the confirmation of that Plan, which in turn is
dependent on the proposed termination of the Pension Plan.

          Necessity of Terminating the Pension Plan

The Debtors will not be able to satisfy their obligations in
accordance with the terms of the Amended Plan because the
projected minimum funding required maintaining the Pension Plan
over the next five years is approximately $30.1 million.  The
Debtors will be unable to generate sufficient cash flow to meet
the $30.1 million funding requirement within the next five years.

If the Pension Plan is not terminated and the Debtors are unable
to secure exit financing necessary for the confirmation of the
Amended Plan and emerged from chapter 11, in all likelihood, a
liquidation of the Debtors' assets will occur.

If the Pension Plan is terminated with insufficient assets to pay
pension obligations guaranteed by the Pension Benefit Guaranty
Corporation, the PBGC will assume control and pay the guaranteed
benefits to the members of the Pension Plan.  Upon the Pension
Plan's termination, the Debtors will become liable to the PBGC for
the total amount of unfunded benefit liabilities.

The Court will convene a hearing at 10:00 a.m., on May 31, 2005,
to consider the Debtors' request.

                         About the PBGC

The PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974.  It currently guarantees
payment of basic pension benefits for about 44 million American
workers and retirees participating in over 31,000 private-sector
defined benefit pension plans.

                     About Amcast Industrial

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMERICAN HOMEPATIENT: Hearing on Confirmation Appeal on July 20
---------------------------------------------------------------
American HomePatient, Inc. (OTCBB: AHOM) reported that an oral
argument before the United States Court of Appeals for the Sixth
Circuit has been set for July 20, 2005, on the appeal (Case Number
03-6500) by the Company's senior debt holders from the
confirmation order entered by the United States Bankruptcy Court
for the Middle District of Tennessee and subsequently affirmed by
the United States District Court.

As reported in the Troubled Company Reporter on May 20, 2003, the
Bankruptcy Court confirmed the Company's plan of reorganization
under Chapter 11 of the United States Bankruptcy Code on May 15,
2003.  The confirmed plan allowed the Company to continue its
business operations uninterrupted, led by its current management
team, and accomplishes the Company's primary goal of restructuring
its long-term debt obligations to its secured lenders.  In
addition, the confirmed plan provides that the Company's
shareholders retain their equity interest in the Company, and all
of the Company's creditors and vendors will be paid 100% of all
amounts they are owed, either immediately or over time with
interest.

The confirmed plan was proposed jointly by the Company and the
Unsecured Creditors Committee but was objected to by the Company's
secured lenders.  In the decision, the Court overruled all of the
secured lenders' objections to confirmation of the plan.

The Secured Lenders appealed the confirmation order to the United
States District Court for the Middle District of Tennessee.

As reported in the Troubled Company Reporter on Sep. 17, 2003, the
District Court rejected the Secured Lenders' appeal.  The Secured
Lenders had requested from the District Court a stay of the
Bankruptcy Court's order, which also had been rejected.

American HomePatient, Inc., is one of the United States' largest
home health care providers with 274 centers in 35 states.  Its
product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.  American HomePatient,
Inc.'s common stock is currently traded in the over-the-counter
market or, on application by broker-dealers, in the NASD's
Electronic Bulletin Board under the symbol AHOM or AHOM.OB.

The Company filed for chapter 11 protection on July 31, 2002, in
the U.S. Bankruptcy Court for the Middle District of Tennessee.
Glenn B. Rose, Esq., at Harwell Howard Hyne Gabbert & Manner, PC
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$269,240,077 in assets and $322,129,850 in debts.

At Mar. 31, 2005, American HomePatient, Inc.'s balance sheet
showed a $19,330,000 stockholders' deficit, compared to a
$20,729,000 deficit at Dec. 31, 2004.


ATA AIRLINES: Gets Court Nod to Ink Boeing Aircraft Lease Pact
--------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of Indiana's
authority to negotiate and execute letters of intent and
definitive agreements for the lease of Boeing 767-300 aircraft.

The Debtors, in consultation with the Official Committee of
Unsecured Creditors and Southwest Airlines, Inc., have determined
that their aircraft fleet needs to be reconfigured and resized
both in the number and type of aircraft used:

   -- to maximize the business return to the estates and their
      creditors; and

   -- to effect a successful reorganization.

The Debtors believe that the Boeing 767-300 Aircraft will serve
that purpose.

But due to market forces, the Aircraft are in demand within the
commercial passenger airline industry to the extent that the
Aircraft are immediately subject to intense bidding pressure.
Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
says the pressure ensures that only those bidders able to quickly
supply a bid and prove both the authority and capability of
performing any bid, like securing financing, can be successful.

The Debtors have tried to team up with potential bidders to have a
bidder acquire the Aircraft with the Debtors committing to lease
the Aircraft.  However, potential bidders have either refused to
bid on the Aircraft until after Court approval of the transaction,
or required their bids to be contingent on the approval.

Ms. Hall relates that the Creditors Committee and Southwest
Airlines have recognized the importance of the Aircraft to the
successful reorganization of the Debtors' businesses.  The
Constituent Parties have negotiated with the Debtors certain terms
and conditions, under which, the Constituent Parties -- with
notice provided to them of the bidding opportunity -- would give
their prior consent to the Debtors to execute letters of intent
and enter into definitive agreements as to the Aircraft.

The terms and conditions identify the type of Aircraft and
engines, types of lessors, type and duration of leases, maximum
acquisition payments, maximum lease payments, and certain others
provisions within which the Constituent Parties and the Debtors
have determined that the leases would be economically viable and
would significantly contribute to the successful reorganization of
the Debtors' businesses.

The Debtors will file the negotiated parameters with the Court
under seal to maintain viable negotiations with leasing parties.
The Debtors will make the documents available to the Committee,
the Air Transportation Stabilization Board and the ATSB Lender
Parties, Southwest Airlines and the United States Trustee, subject
to confidentiality agreements.

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


AUTOBYTEL INC: Nasdaq Extends Compliance Deadline to May 31
-----------------------------------------------------------
Autobytel Inc. (Nasdaq:ABTLE) reported that the Nasdaq Listing and
Hearing Review Council will review the April 7, 2005 decision of
the Nasdaq Listing Qualifications Panel to extend the deadline to
May 15, 2005 for the Company to come into full compliance with
Nasdaq Marketplace Rule 4310(c)(14).

Nasdaq Marketplace Rule 4310(c)(14) requires the Company to make,
on a timely basis, all filings with the Securities and Exchange
Commission required by the Securities Exchange Act of 1934, as
amended.

In addition to the April 7, 2005 Panel decision described above,
on May 17, 2005 the Panel further extended the deadline to May 31,
2005 for the Company to come into compliance with Nasdaq
Marketplace Rule 4310(c)(14).  The Panel's decision to extend the
deadline and continue the listing of the Company's shares on The
Nasdaq National Market is subject to the condition that the
Company file, on or before May 31, 2005, its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2004, its
Annual Report on Form 10-K for the fiscal year ended December 31,
2004, its Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2005, and all required restatements.  In addition,
the Company's continued listing is conditioned on the Company
timely filing all periodic reports with the Securities and
Exchange Commission and Nasdaq for all reporting periods ending on
or before December 31, 2006.  The Company is working towards
meeting the May 31, 2005 deadline.

The Company will have until June 20, 2005 to submit information
for the Listing Council's consideration.  The Company cannot give
any assurances as to what actions the Listing Council may take,
but such actions could include delisting the Company's shares from
The Nasdaq National Market, even if the Company comes into full
compliance with Nasdaq Marketplace Rule 4310(c)(14) prior to the
Listing Council's decision.

The Company cannot provide any assurance that its shares will not
be delisted as a result of the Listing Council review process.  In
addition, if the Company is unable to comply with the conditions
for continued listing required by the Panel, then its shares of
common stock are subject to immediate delisting from The Nasdaq
National Market.  If the Company's shares of common stock are
delisted from The Nasdaq National Market, they may not be eligible
to trade on any national securities exchange or the over-the-
counter market.  If the Company's common stock is no longer traded
through a market system, it may not be liquid, which could affect
its price.

The Company intends to appeal any decision by the Panel to delist
its shares from The Nasdaq National Market, but cannot provide any
assurance that its appeal will be successful.  Any such appeal
will not stay the decision to delist the shares.

                       About the Company

Autobytel Inc. (Nasdaq:ABTLE), a leading Internet automotive
marketing services company, helps retailers sell cars and
manufacturers build brands through marketing, advertising, data
and CRM (customer relationship management) products and programs.
The Company owns and operates the automotive websites
http://www.Autobytel.com/http://www.Autoweb.com/
http://www.Carsmart.com/http://www.Car.com/
http://www.AutoSite.com/http://www.Autoahorros.com/and
http://www.CarTV.com/as well as AIC (Automotive Information
Center), a trusted industry source of automotive marketing data
and technology for over 20 years.  Autobytel is also a leader in
dealership lead management and CRM solutions and owns and operates
AVV, Inc., a top provider of dealership CRM and sales management
products, and Retention Performance Marketing, Inc., (RPM(R)),
which powers dealerships with cutting-edge customer loyalty and
retention marketing programs.  Autobytel was the most visited new
car buying and research destination in 2004, reaching millions of
car shoppers as they made their vehicle buying decisions.
Autobytel's car-selling sites and lead management products are
used by more of the nation's top-100 e-dealers than any other
program.


BERTUCCI'S CORPORATION: Moody's Junks $85.3M Senior Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service downgraded all ratings of Bertucci's
Corporation, including the 10.75% senior unsecured notes (due
2008) to Caa1.  The outlook is negative.  The downgrade was
prompted by Moody's belief that sales, margins and debt protection
measures will remain weak over the medium-term.

Revision of the outlook to negative reflects the downward momentum
in restaurant operations and the company's inability to maintain a
normalized capital investment program.  At this time, Moody's
expects that the company will be able to meet its minimal
obligations including debt service over the next twelve months,
but if a default were to occur, recovery on the rated unsecured
notes would be weak.

Ratings lowered are:

   -- $85.3 million 10.75% senior unsecured notes (due 2008) to
      Caa1 from B3;

   -- Senior Implied rating to Caa1 from B3; and

   -- Long-term unsecured issuer rating to Caa2 from Caa1.

The ratings reflect the limited liquidity beyond cash on hand and
Moody's opinion that operating profit will remain mediocre
relative to mandatory cash outflows for interest payments and
maintenance capital expenditures, and likely recovery prospects in
a hypothetical default scenario.  Also constraining the ratings
are challenges at growing average unit volume, the highly
leveraged financial condition (especially when adjusted for lease
obligations), and the company's small size relative to its
competitors.

The negative outlook reflects Moody's concern that the company's
liquidity position has become increasingly constrained because of
several years of flat to negative sales trends and declining
restaurant margins and Moody's belief that limited liquidity has
severely hampered the company's ability to invest in its store
base.  The revision in the outlook also takes into consideration
the challenges that management faces in dividing their efforts
between Bertucci's and another restaurant concept owned by the
equity sponsor.  A revision to a stable outlook would be
considered if the company improves operating leverage through
reversing negative sales trends and is able to resume a normal
store maintenance program.

The Caa1 rating on the senior unsecured notes recognizes that this
debt enjoys the guarantees of the company's operating
subsidiaries.  However, the notes are effectively subordinated to
$6 million of capital lease obligations and rank pari-passu with
about $7 million of trade accounts payable.  The company currently
operates without a bank liquidity facility.  The notes are notched
at the same level as the senior implied rating because there is no
meaningful junior class of debt to absorb the first loss in a
distressed scenario.  In a default scenario, Moody's believes that
the company's ongoing enterprise value would fall short of full
recovery.

The company's restaurant margin for the quarter ending
March 30, 2005 deteriorated to 15.3% compared to 16.7% in the same
period of 2004.  Recent comparable store sales for the thirteen
weeks ended March 30, 2005 were negative (1.6%), driven by a
negative (1.9%) decrease in comparable dine-in guest counts, as
the company raised menu prices and emphasized other menu items
that do not use cheese.  The negative operating leverage from weak
sales was compounded by high commodity prices for cheese for much
of 2004.  Leverage is high at 7 times (when adjusted for operating
leases) and fixed charge coverage is low at about 0.3 times.  The
recent inability to adequately fund repair and maintenance (as
evidenced by depreciation beginning to substantially exceed
capital expenditures) will continue to pressure the company's cash
liquidity profile.

Bertucci's Corporation, headquartered in Northborough,
Massachusetts, operates 92 Bertucci's casual dining pizza
restaurants principally located in New England.

Revenue for the twelve months ending March 30, 2005 equaled about
$201 million.


BOISE CASCADE: Moody's Rates New $840M Sr. Sec. Term Loan D at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Boise Cascade,
LLC's new $840 million senior secured term loan D and affirmed all
other ratings as:

Ratings assigned:

   * $840 million guaranteed senior secured term loan D due 2011,
     rated Ba3

Ratings affirmed:

   -- Senior implied rated Ba3

   -- Senior unsecured issuer rating rated B1

   -- $475 million revolving credit facility due 2010, rated Ba3

   -- $250 million guaranteed senior unsecured notes, due 2012
      rated B1

   -- $400 million guaranteed senior subordinated notes due 2014
      rated B2

   -- Speculative Grade Liquidity rating rated SGL-2

Ratings withdrawn:

   -- $1.33 billion guaranteed senior secured term loan B due 2011

   -- $1.225 billion guaranteed senior secured term loan C
      due 2011

The ratings outlook is stable

The ratings assignment and affirmation reflect:

   * Boise's relatively good market position in several of its
     products;

   * improved operating performance;

   * lower debt levels;

   * good liquidity;

   * a trend towards a higher mix of more value-added products;
     and

   * the benefit provided by the purchase agreement between Boise
     and OfficeMax for various grades of paper.

However, the ratings also reflect:

   * the commodity focus and associated pricing volatility of
     Boise's core paper and forest products;

   * the significant competitive pressures in the paper and forest
     products industry; and

   * steadily increasing input costs.

Since Madison Dearborn Partners completed the acquisition of Boise
from Boise Cascade Corporation (old) in October 2004, Boise has
significantly reduced outstanding debt levels to approximately
$1.568 billion from $3.2 billion.  To fund this sizeable debt
reduction the company monetized all of its timer holdings for
proceeds of approximately $1.65 billion and applied all proceeds
to debt reduction.  The sale of the timberlands and debt reduction
had been anticipated in Moody's ratings, although the pace of the
sale was quicker than expected, and will result in financial
performance in 2005 that is slightly better than expected.

However, Boise also increased the size of its revolving credit
facility to $475 million from $400 million in April of 2005, while
maintaining original covenant levels.  Based on full year 2004
unadjusted EBITDA of about $400 million and excluding a
$256 million note payable to related parties, leverage would have
been approximately 3.9x.  The recent debt prepayment also
significantly reduced annual mandatory debt amortization,
resulting in a very manageable debt maturity profile with the next
significant maturity date being the revolver in 2010.

In the first quarter of 2005, cash flows were negatively impacted
by higher working capital investment primarily related to the
paper and building materials distribution segments.  Moody's
believes Boise's cash flows should improve as operating
performance remains reasonable and the benefits of lower levels of
cash interest, lower debt amortization, and more moderate levels
of working capital requirements are realized.  However, Moody's
also views increasing raw materials and other input costs, as well
as moderately higher capital spending as factors that could limit
free cash flow generation going forward.  Despite these challenges
Moody's expects Boise will generate positive free cash flow over
the next twelve months, although absolute levels compared to
outstanding debt will be relatively modest.

As of March 31, 2005, Boise had cash of approximately $142 million
and availability under its $475 million revolving credit facility
as of April 2005 of approximately $403 million after incorporating
about $72 million of letters of credit.  Despite several financial
maintenance covenants governing access to the facility, including
leverage of not more than 7.5x through year end 2005 and declining
to 6.0x on January 1, 2006, we view covenant compliance as likely.
Moody's believes the revolver will provide an adequate source of
external financing, although we do not expect the company to use
the facility for purposes other than seasonal working capital
requirements.

Affirmation of the SGL-2 speculative grade liquidity rating
indicates that in Moody's opinion over the next twelve months
Boise will possess good liquidity.  The SGL-2 rating reflects
Moody's view that Boise will be able to fund all cash needs, with
the exception of extraordinary capex, from internal sources,
although we believe free cash flow levels will be relatively
modest.  However, Moody's does not anticipate any restrictions in
regards to revolver access over the next twelve months due to
covenants.  The SGL-2 rating also incorporates the absence of any
alternate source of available liquidity, with all tangible and
intangible assets of the company encumbered by the bank credit
facility.

The stable outlook reflects Moody's expectations that Boise's
credit metrics and liquidity will continue to improve over the
near term, due to improved pricing, better product mix, and
further debt reduction.  Factors that would result in an improved
outlook or higher ratings over the near term would be a sustained
improvement in credit metrics including leverage of below 4.0x,
coverage exceeding 3.0x, and retained cash flow (before working
capital) to total debt over 15%, while maintaining good liquidity.
However, deterioration in credit metrics or liquidity resulting
from a sustained decline in operating performance could negatively
impact the ratings or outlook.

Boise Cascade, LLC, headquartered in Boise, Idaho, is an
integrated manufacturer of wood and paper products, and a major
distributor of building materials.


CIRTRAN CORP: Stockholders' Equity Soars by $3.5 Mil. in 1st Qtr.
-----------------------------------------------------------------
CirTran Corporation (OTCBB: CIRT) reported an increase in sales of
352%, positive EBITDA of $26,518, and positive shareholder equity
for the first quarter of fiscal 2005 in its 10-Q filing with the
SEC.

Iehab J. Hawatmeh, CirTran's founder and president, said the
company engineered a swing of nearly $3.5 million in total
stockholder equity in the quarter, reporting $1,222,230 in
positive equity as compared with a deficit of $2,242,033 as of
December 31, 2004.

"This is the first time as a public company that CirTran has shown
positive EBITDA and total shareholder equity," Mr. Hawatmeh said.
"By any and all measures, CirTran is off to its best start ever."

CirTran's revenues were $2,920,465, up 352% over the $645,612 for
the same period a year ago, while the company also achieved an 84%
reduction in loss from operations, reporting $59,199 as compared
with $366,965 for the first quarter a year ago.

                  Growing in the U.S. and China

"CirTran is growing on two continents," said Mr. Hawatmeh.  "In
the first quarter, we won more than $30 million (annualized) in
new contracts for our less-than-a-year-old CirTran-Asia
subsidiary, which manufactures products for the sold-on-TV
consumer products industry, and grew here at home at our newly ISO
9001:2000-certified factory in Salt Lake."

Mr. Hawatmeh said CirTran's record start to 2005 followed what he
called "a very strong fourth quarter and an overall fiscal revival
in 2004."  In its 10-KSB filing, CirTran reported a 629% increase
in sales and a 77% reduction in losses for 2004 as compared with
2003.

                       About CirTran-Asia

CirTran-Asia -- http://www.CirTran-Asia.com/-- was formed in 2004
as a high-volume manufacturing arm and wholly owned subsidiary of
CirTran Corp. with its principal office in ShenZhen, China.
CirTran-Asia operates in three primary business segments: high-
volume electronics, fitness equipment and household products
manufacturing, focusing on being a leading manufacturer for the
multi-billion dollar Direct Response Industry, which sells through
infomercials, print and Internet advertisements.

                      About CirTran Corp.

Founded in 1993, CirTran Corp. -- http://www.CirTran.com/-- is a
premier international full-service contract manufacturer of low to
mid-size volume contracts for printed circuit board assemblies,
cables and harnesses to the most exacting specifications.
Headquartered in Salt Lake City, CirTran's modern 40,000-square-
foot non-captive manufacturing facility -- the largest in the
Intermountain Region -- provides "just-in-time" inventory
management techniques designed to minimize an OEM's investment in
component inventories, personnel and related facilities, while
reducing costs and ensuring speedy time-to-market.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2005,
Hansen, Barnett & Maxwell, CirTran's accountants, raised
substantial doubts about the Company's ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Dec. 31, 2004, citing continuing losses
and negative cash flows from operations, and pointing to the
company's accumulated deficit, equity deficit and working capital
deficit.


CITIGROUP MORTGAGE: Fitch Rates Class M-8 & M-9 Certs. at Low-B
---------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc.'s asset-backed
pass-through certificates, series 2005-HE1, which closed on May
10, 2005:

     -- $635.3 million, classes A-1A, A-1B, A-2A, A-3A - D 'AAA',
     -- $42.6 million class M-1 'AA+';
     -- $22.9 million class M-2 'AA';
     -- $45 million class M-3 'A';
     -- $12.7 million class M-4 'A-';
     -- $11.9 million class M-5 'BBB+';
     -- $9.4 million class M-6 'BBB';
     -- $7.8 million class M-7 'BBB-';
     -- $7.4 million class M-8 'BB+';
     -- $8.6 million class M-9 'BB'.

The 'AAA' rating on the senior certificates reflects the 22.45%
total credit enhancement provided by the:

             * 5.20% class M-1,
             * 2.80% class M-2,
             * 5.50% class M-3,
             * 1.55% class M-4,
             * 1.45% class M-5,
             * 1.15% class M-6,
             * 0.95% class M-7,
             * 0.90% class M-8,
             * 1.05% class M-9 and
             * 1.90% initial and target
               overcollateralization -- OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the primary servicing
capabilities of Countrywide Home Loans Servicing LP and HomEq
Servicing Corporation. U.S. Bank, N.A. will act as trustee.

The certificates are supported by three collateral groups.  The
Group I mortgage loans consist of fixed rate and adjustable rate
mortgages loans with principal balances that conform to Fannie Mae
loan limits.  The weighted average loan rate is approximately
7.160%.  The weighted average remaining term to maturity (WAM) is
349 months.  The average principal balance of the loans is
approximately $157,342.  Approximately 3.05% of the Group I
mortgage loans are second liens.  The weighted average combined
loan-to-value ratio is 88.65%.

The properties are primarily located in:

             * California (28.50%),
             * Florida (9.70%) and
             * New York (6.68%).

The group II mortgage pool consists of adjustable-rate and fixed-
rate mortgage loans that conform to Freddie Mac loan limits.  The
weighted average loan rate is approximately 7.208%. The WAM is 342
months.  The average principal balance of the loans is
approximately $146,737.  Approximately 8.07% of the Group II
mortgage loans are second liens.  The weighted average CLTV is
86.63%.  The properties are primarily located in:

             * California (36.93%),
             * Florida (8.98%) and
             * Texas (5.03%).

The group III mortgage pool consists of adjustable-rate and fixed-
rate mortgage loans that may or may not conform to Fannie Mae and
Freddie Mac loan limits.  The weighted average loan rate is
approximately 7.161%.  The WAM is 336 months.  The average
principal balance of the loans is approximately $199,347.
Approximately 11.77% of the Group III mortgage loans are second
liens.  The weighted average CLTV is 92.30%.  The properties are
primarily located in:

             * California (57.87%),
             * New York (8.32%) and
             * Florida (6.14%).

Approximately 38.77% of the Group I mortgage loans, 91.49% of the
Group II mortgage loans and 75.92% of the Group III mortgage loans
were originated by WMC Mortgage Corp.  Approximately 60.83% of the
Group I mortgage loans and 3.56% of the Group II mortgage loans
and 6.89% of the Group III mortgage loans were originated by
Argent Mortgage Company, LLC, and Olympus Mortgage Company.
Approximately 4.95% of the Group II mortgage loans and 17.19% of
the Group III mortgage loans were originated by MortgageIT Inc.
Approximately 0.40% of the Group I mortgage loans were originated
by ResMAE Mortgage Corporation.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


D & K STORES: Committee Taps Weiser LLP as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave the
Official Committee of Unsecured Creditors of D & K Stores, Inc.,
permission to employ Weiser, LLP, as its financial advisors.

Weiser LLP will:

   a) review financial information prepared by the Debtor or its
      consultants as requested by the Committee including, a
      review of Debtor's post-petition financial statements that
      shows in detail all assets and liabilities and priority and
      secured creditors;

   b) monitor the Debtor's activities regarding cash expenditures,
      receivable collections, asset sales and projected cash
      requirements, and review the Debtor's periodic operating and
      cash flow statements, including historical and projected
      store-level financial statements;

   c) review the Debtor's books and records for intercompany
      transactions, related party transactions, potential
      preferences, fraudulent conveyances and other potential
      prepetition investigations;

   d) review retail merchandising and inventory management systems
      and plans, and review financial analysis of store leases to
      assess potential value and marketability or to assess
      potential lease rejection claim of landlord;

   e) investigate the Debtor's pre-petition acts, conduct,
      property, liabilities and financial condition of the Debtor,
      its management and creditors including the operation of its
      business, and, as appropriate, avoidance actions;

   f) assist the Committee in a potential sale process of the
      Debtor's assets, and assist in developing, evaluation,
      structuring and negotiating the terms and conditions of all
      potential plans of reorganization including preparation
      of a liquidation analysis; and

   g) provide the Committee with all other financial advisory
      services, including valuation, general restructuring and
      advice with respect to financial, business and economic
      issues that may arise during the course of the Debtor's
      bankruptcy proceedings.

The hourly rates of Weiser LLP's professionals are:

          Partners               $312 - $400
          Senior Managers        $264 - $312
          Managers               $204 - $264
          Seniors                $168 - $204
          Assistants             $108 - $132
          Paraprofessionals      $ 72 - $132

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

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D.N.J. Case No.
05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann, Fischer
& Shaver, LLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts from $10 million to $50 million.


DA VINCI GALLERIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Da Vinci Galleries Limited
        636 Lexington Avenue
        New York, New York 10022

Bankruptcy Case No.: 05-13807

Type of Business: The Debtor is an art and antique dealer,
                  selling rugs, furniture, tapestries, and
                  bronzes.

Chapter 11 Petition Date: May 23, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David H. Wander, Esq.
                  Wander & Associates, P.C.
                  641 Lexington Avenue
                  New York, New York 10022
                  Tel: (212) 751-9700

Financial Condition as of May 13, 2005:

      Total Assets: $891,874

      Total Debts:  $1,124,576

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
MacArthur Properties II LLC   Landlord                  $250,000
14D East 58 Street
New York, NY 10022

Banilivi & Nabavlan, Inc.     Trade Debt                $156,234
135 Madison Avenue, 2nd Floor
New York, NY 10016

Issac Schweky                 Loan                      $115,000
1824 East Third Street
New York, NY 10016

Hang Lee Arts Inc.            Trade Debt                 $75,670

Ebisons Harounian Imports     Trade Debt                 $63,376

Haroonian                     Trade Debt                 $63,000

F. Carullo Furniture & Gift   Trade Debt                 $62,067

Essex Galley Ltd.             Trade Debt                 $60,090

Harooni Original Inc.         Trade Debt                 $22,548

Arts Barn Imports             Trade Debt                 $13,250

My Castle                     Trade Debt                 $11,045

Worldwide Oriental Rug        Trade Debt                 $10,056

Antique & Art Center          Trade Debt                 $10,000

El Balaly Galleries           Trade Debt                  $8,600

A.A. Importing Company        Trade Debt                  $7,358

Gift Plus                     Trade Debt                  $6,592

City Wide                     Trade Debt                  $4,590

Con Edison                    Trade Debt                  $4,364

J & D International Inc.      Trade Debt                  $3,295

Sin Chiu Song                 Trade Debt                  $6,513


DAYTON SUPERIOR: April 1 Balance Sheet Upside-Down by $70 Million
-----------------------------------------------------------------
Dayton Superior Corporation reported that sales for the first
quarter of 2005 totaled $85.8 million, down from first quarter
2004 sales of $89.1 million.  Product sales were $71.1 million for
the first quarter of 2005, down from $75.3 million in the first
quarter of 2004.  Product sales volume decreased due to inclement
weather in most parts of the country and fewer shipping days.
Previously announced 2004 price increases offset most of the
volume decrease.  Rental revenue of $10.1 million in the first
quarter of 2005 increased from $9.4 million in the first quarter
of 2004 as a result of improving rental rates and improved volume
from better positioning of its rental equipment fleet.  Sales of
used rental equipment increased modestly to $4.6 million in the
first quarter of 2005 from $4.4 million in the first quarter of
2004.

Gross profit on product sales for the first quarter of 2005 was
$15.9 million, or 22.4% of sales, a decrease of $600,000 from
$16.5 million, or 21.9% of sales, in the first quarter of 2004.
The decrease in gross profit dollars was a result of the unit
volume decline, but the gross profit percent of sales improved as
a result of sales price increases more than offsetting increased
material costs, which were primarily driven by steel prices.

Gross profit on rental revenue for the first quarter of 2005 was
$1.6 million, a 27% increase from $1.3 million in the first
quarter of 2004.  Depreciation on rental equipment for the first
quarter of 2005 was $5.1 million, a slight increase from $4.9
million in the first quarter of 2004.  Gross profit before
depreciation was $6.8 million, or 66.9% of revenue, an increase of
$600,000 from $6.2 million, or 65.9% of revenue.  The increase in
gross profit dollars was a result of the increased rental revenue
discussed above.

Gross profit on sales of used rental equipment for the first
quarter of 2005 was $3.3 million, or 73.2% of sales, compared to
$2.9 million, or 65.3% of sales, in the first quarter of 2004.
This was primarily a result of taking advantage of strategic
opportunities to sell used fleet.  Gross margin percentages
fluctuate based on the mix and age of rental equipment sold and
remained within historical ranges.

Selling, general and administrative expenses increased $300,000 to
$23 million in the first quarter of 2005 from $22.7 million in the
first quarter of 2004.  The increase was due to non-recurring
severance expenses of $1 million and was mostly offset by cost
controls.

Interest expense for the first quarter of 2005 increased slightly
to $12.1 million in the first quarter of 2005 from $11.9 million
in the first quarter of 2004.

Both pre-tax and net loss were $14.7 million in the first quarter
of 2005, versus $15.9 million in the first quarter of 2004.

The increase in the Company's revolving line of credit facility
was only $15.2 million in the first quarter of 2005 as compared to
$30.6 million in the first quarter of 2004.  This was largely the
result of an acceleration of the receipts of accounts receivable
during the first quarter of 2005.

Edward J. Puisis, Dayton Superior's Vice President and Chief
Financial Officer said,  "We are pleased with our start to 2005,
which saw improvement in gross profit and income from operations
in spite of poor weather which suppressed demand for our products.
Particularly, the improved gross profit percent of sales on
product sales and increasing rental revenues and rental gross
profit are especially encouraging.  Additionally, we continue to
closely monitor the balance on our revolving line of credit.  The
first quarter's seasonal borrowings were less than half of last
year.  Plus, we have reduced our borrowings by over $10 million
since quarter end."

                        About the Company

Dayton Superior Corporation is the largest North American
manufacturer and distributor of metal accessories and forms used
in concrete construction, and a leading manufacturer of metal
accessories used in masonry construction in terms of revenues.
The company's products are used in two segments of the
construction industry: infrastructure construction, such as
highways, bridges, utilities, water and waste treatment facilities
and airport runways, and non-residential building, such as
schools, stadiums, prisons, retail sites, commercial offices,
hotels and manufacturing facilities. The company sells most
products under the registered trade names Dayton Superior(R),
Dayton/Richmond(R), Symons(R), Aztec(R), BarLock(R), Conspec(R),
Edoco(R), Dur-O-Wal(R) and American Highway Technology(R).

At Apr. 1, 2005, Dayton Superior Corporation's balance sheet
showed a $70,263,000 stockholders' deficit, compared to a
$55,530,000 deficit at Dec. 31, 2004.


DELTA AIR: Names Hank Halter as Sr. VP for Finance and Controller
-----------------------------------------------------------------
Delta Air Lines, Inc. (NYSE: DAL) reported that Hank Halter has
been named senior vice president Finance and controller.

Mr. Halter, 40, will continue to report directly to Michael J.
Palumbo, Deltas executive vice president and CFO.  Halter is
responsible for Deltas financial planning and analysis function,
and he also oversees Deltas division finance for operations,
customer service, marketing, Delta Technology and Delta
Connection, Inc. organizations.  Additionally, he will be
responsible for all corporate accounting activities including SEC
and regulatory financial reporting, Sarbanes-Oxley financial
compliance, benefits and revenue accounting, procurement and
receivable services and ERP systems.

Halter has nearly seven years of experience at Delta in the
Finance organization.  Prior to joining Delta, he spent five years
with American Airlines.  He began his career in the Philadelphia
office of Ernst & Young LLP and is a certified public accountant.
Halter earned a Bachelor of Science degree in accountancy from
Villanova University and an MBA from Duke University.

Hank has made significant contributions to our cost restructuring
efforts since September 11 and was instrumental in creating Deltas
economic viability model and Transformation Plan, said Palumbo.
Hanks finance and accounting background, combined with his strong
leadership and analytical skills, position him well in this new
role.


                        About the Company

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

At March 31, 2005, Delta Air's balance sheet showed a $6.6 billion
stockholders' deficit, compared to a $5.8 billion deficit at Dec.
31, 2004.


DORIAN GROUP: US Trustee Picks 3 Creditors to Serve on Committee
----------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in Dorian
Group Ltd.'s chapter 11 case:

               1. Brian C. Peters
                  89 Reservoir Street
                  Cohoes, New York 12047

               2. Edwin I. Lawrence
                  220 Gage Street
                  Bennington, Vermont 05201

               3. Mary Anne Ballard aka Mary Anne Corson
                  1406 South Lake George Drive
                  Mishawaka, Indiana 46545

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Based in Troy, N.Y., Dorian Group Ltd. -- http://www.dorian.com/
-- produces and releases audiophile-quality recordings of fine
classical and acoustic traditional music.  The Company filed for
chapter 11 protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-10056).  Robert J. Rock, Esq., in Albany, New York, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $10 million to $50
million in assets and $1 million to $10 million in debts.


DORIAN GROUP: Committee Taps Rohan Rosenstein as Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of The Dorian Group,
Ltd., asks the U.S. Bankruptcy Court for the Northern District of
New York for permission to employ Rohan Rosenstein & Burgess LLC
as its counsel.

Rohan Rosenstein is expected to:

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

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this case;

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

   d) assist the Committee in its analysis of, and negotiations
      with the Debtor or any third party concerning matters
      related to, among other things, the terms of a plan or
      plans of reorganization for the Debtor;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in this case;

   g) commence and prosecute necessary and appropriate actions
      and proceedings on behalf of the Committee that may be
      relevant to this case;

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

   i) represent the Committee at all hearings and other
      proceedings;

   j) confer with professional advisors retained by the Committee
      so as to more properly advise the Committee; and

   k) perform all other necessary legal services in this case.

The Debtor will compensate Rohan Rosenstein's professionals based
on their current hourly rates:

                  Designation          Rate
                  -----------          ----
                  Partner              $205
                  Associate            $165

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

Based in Troy, N.Y., Dorian Group Ltd. -- http://www.dorian.com/
-- produces and releases audiophile-quality recordings of fine
classical and acoustic traditional music.  The Company filed for
chapter 11 protection on Jan. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-10056).  Robert J. Rock, Esq., in Albany, New York, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed $10 million to $50
million in assets and $1 million to $10 million in debts.


EMMIS COMMS: Moody's Rates Planned $300M Sr. Unsec. Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to Emmis
Communications Corporation's proposed $300 million senior
unsecured floating rate note issuance, and placed the rating on
review for possible downgrade.  The proceeds of the transaction
and capacity under the existing revolving credit facility will be
used to finance the company's recently announced dutch auction
tender offer to repurchase up to 20 million or 39% of the
company's outstanding common stock (approximately $400 million in
aggregate).  Moody's also affirmed the company's SGL-3 liquidity
rating.

The existing ratings of Emmis Communications Corporation and its
wholly-owned subsidiary, Emmis Operating Company, remain on review
for possible downgrade based on concerns regarding the uncertainty
of the company's ultimate capital structure.  The review will
continue to focus on:

   * the incremental leverage used to finance the proposed share
     repurchase (Moody's estimates leverage, defined as total debt
     plus preferred-to-EBITDA, will increase in excess of 8 times
     from year-end levels of 6.4 times);

   * Emmis's intention to explore strategic alternatives for the
     company's television assets (representing about 40% of the
     company's cash flow at fiscal year-end 2005); and

   * the extent to which Emmis will use the proceeds from this
     potential divestiture to reduce debt instead of seeking other
     strategic alternatives.

Moody's affirmed the company's speculative grade liquidity rating
of SGL-3 reflecting, pro forma for the proposed share repurchase,
Emmis' reduced availability to its revolving credit facility
(about $260 million of the $350 million revolving credit facility
will be outstanding) and reduced flexibility under its bank
covenants.

Moody's assigned and placed these rating on review for downgrade:

  Emmis Communications Corporation:

    (1) assigned a B3 rating to the proposed $300 million senior
        unsecured floating rate note due 2012.

These ratings remain under review for downgrade:

  Emmis Operating Company:

    (1) Ba2 rating on its senior secured credit facilities; and

    (2) B2 rating on its $375 million of senior subordinated notes
        due 2012.

  Emmis Communications Corporation

    (1) B3 rating on the 12.5% senior discount notes due 2011;

    (2) Caa1 rating on the $143.8 million of 6.25% cumulative
        convertible preferred stock;

    (3) B3 senior unsecured issuer rating;  and

    (4) Ba3 senior implied rating.

The B3 rating for the holding company senior unsecured floating
rate notes reflects their structural subordination to the bank
credit facilities and subordinated notes at the operating company.

Emmis Communications Corporation is headquartered in Indianapolis,
Indiana and is a diversified media company comprised of radio and
television stations and magazine publishing assets.


EMPIRE FINANCIAL: Completes Agreement with EFH Partners
-------------------------------------------------------
Empire Financial Holding Company (Amex: EFH) reported that it has
consummated a series of agreements that results in the Company
obtaining additional capital and converting outstanding debt and
obligations into convertible preferred stock, as well as a change
in control of the Company.

Pursuant to the terms of the various agreements, the Company has
sold to EFH Partners, LLC, shares of newly issued convertible
preferred stock with a stated value of $700,000, in exchange for
$500,000 of cash and the cancellation of a $200,000 note
previously issued by the Company.  The preferred stock is
convertible into shares of Company common stock at $.60 per share.
The Company has also granted to EFH Partners an option to acquire
an additional 1,666,666 shares of Company's common shares at an
exercise price of $.60 per share.  This option will expire in two
years, unless accelerated as provided in the option.  In addition
to the issuance of the preferred stock and the option, the Company
has received a three-year loan from EFH Partners in the amount of
$250,000.

The Company has also consummated its previously announced
agreements with Kevin M. Gagne, its founder and former chief
executive officer, to cancel a promissory note in the principal
amount of approximately $300,000 and certain severance obligations
owed to him in exchange for the issuance of convertible preferred
stock with a stated value of approximately $200,000.  The
preferred stock is convertible into shares of Company common stock
at $2.00 per share.  The Company also repaid in full a promissory
note owed to Mr. Gagne in the principal amount of $100,000.

                       Change of Control

Effective with the consummation of these transactions, Bradley
Gordon and John J. Tsucalas resigned as directors of the Company,
and Steven M. Rabinovici, Kirk M. Warshaw and John C. Rudy were
elected as directors of the Company.  Mr. Rabinovici has over 25
years experience as a senior executive in both the profit and non-
profit sectors, most recently as the chief executive officer of
Complete Management Inc., a physician practice management company.
Mr. Warshaw is a financial professional with over 20 years
experience providing accounting, financial and advisory services.
Mr. Warshaw has been a Certified Public Accountant since 1982.
Mr. Rudy has over 35 years of experience in financial and business
operations, most recently as founder and president of Beacon
Consulting Associates, a business consulting and accounting firm.
Mr. Rudy has been a Certified Public Accountant since 1972.

President Donald A. Wojnowski Jr. stated, "We are delighted with
the closing of these transactions.  We believe that the additional
equity and the related balance sheet improvements that has
occurred in connection with the closing of these transactions not
only returns our stockholders' equity to a positive value, but
also provides additional capital to allow the Company to expand
its business.  In combination with our return to profitability in
the first quarter, we believe the Company's business plan is on
track and will allow for future growth of revenues and profits."

Mr. Wojnowski concluded, "We greatly appreciate the service of Mr.
Tsucalas and Mr. Gordon.  Each of our new directors has
significant and varied business experience and we look forward to
their contributions to our Company."

                       Transaction Update

EFH Partners has also consummated its previously announced
agreement with Mr. Gagne, pursuant to which EFH Partners acquired
from Mr. Gagne 500,000 shares of Company common stock and an
option to purchase an additional 1,050,000 shares of Company
common stock.  Mr. Gagne has granted to EFH Partners an
irrevocable proxy to vote the shares of company common stock
covered by the option with certain limited exceptions.

As a result of the consummation of all of these transactions, EFH
Partners owns 500,000 shares of Company common stock and owns
convertible preferred stock and an option from the Company, which
allows them to acquire an additional 2,833,332 shares, or an
aggregate of approximately 49% of the Company's outstanding common
stock.  In addition, EFH Partners has the right to acquire an
additional 1,050,000 shares from Mr. Gagne, which if purchased
after the conversion of the preferred stock and exercise of the
option would result in EFH Partners owning approximately 66% of
the Company's outstanding common stock.

                        About the Company

Empire Financial Holding Company, through its wholly owned
subsidiary, Empire Financial Group, Inc., provides full-service
retail brokerage services through its network of independently
owned and operated offices and discount retail securities
brokerage via both the telephone and the Internet.  Through its
market-making and trading division, the Company offers securities
order execution services for unaffiliated broker dealers and makes
markets in domestic and international securities.  Empire
Financial also provides turn-key fee based investment advisory and
registered investment advisor custodial services through its
wholly owned subsidiary, Empire Investment Advisors, Inc.

                      Going Concern Doubt

The audit report contained in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2004, and December 31,
2003, contains an explanatory paragraph that raises substantial
doubt about the Company's ability to continue as a going concern,
because the Company had substantial losses from operations during
2004 and 2003, had a stockholders' deficit as of December 31,
2004, of $1.9 million and has uncertainties in connection with
ongoing regulatory investigations.

Assuming that the previously announced agreement between Empire
Financial and EFH Partners, LLC and the other related agreements
are consummated, the Company anticipates that it will eliminate
its stockholders' deficit and have positive stockholders' equity.


ENRON CORP: Court OKs Florida Gas Settlement on Multi-Mil. Claims
-----------------------------------------------------------------
Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, Enron Corp. and its debtor-affiliates sought and
obtained Court approval of their settlement agreement with Florida
Gas Transmission Company.

Prior to their bankruptcy petition date, the Reorganized Debtors
and Florida Gas entered into various agreements regarding the
storage and transportation of natural gas.  As credit support for
the Contracts, Enron North America Corp. issued various credit
support guarantees.  Florida Gas filed proofs of claims against
certain of the Debtors for amounts owed under the Contracts.

Pursuant to the Settlement Agreement, the Debtors and Florida Gas
agree that:

    a. Four claims will be allowed as unsecured claims:

           Claim No.             Debtor           Allowed Amount
           ---------             ------           --------------
             15033                ENA                    $56,310
             15032                ENA                  7,447,152
             15172                EESI                     1,165
             23138                ENE                  2,375,873

    b. Claim No. 14988 will be deemed irrevocably withdrawn, with
       prejudice, and to the extent applicable expunged; and

    c. All liabilities scheduled by the Debtors on their Schedules
       Assets and Liabilities in favor of Florida Gas other than
       those relating to Claim Nos. 22855 and 15035 will be
       deemed irrevocably withdrawn, with prejudice, and to the
       extent applicable expunged.

The parties also agree to exchange mutual releases of claims
related to the Contracts and the Guarantees.

On March 9, 2004, the Debtors listed in their schedule of allowed
general unsecured claims held by affiliated non-Debtor entities
-- Schedule T -- $7,374,761 allegedly due from Debtor Risk
Management & Trading Corp. to Florida Gas.  The same amount was
also listed as RMTC's liability to Florida Gas in an amendment to
RMTC's Scheduled Liabilities.

As part of the Settlement, the Parties concede that:

    a. the $7,374,761 is listed on Schedule T in error and will be
       deemed automatically withdrawn; and

    b. the $7,374,761 is listed on RMTC's Scheduled Liabilities in
       error and will be deemed automatically withdrawn.

An adversary proceeding filed by Enron Corp. against Florida Gas
is currently pending in the Bankruptcy Court.  The parties agree
that Florida Gas will execute a stipulation of dismissal, which
will serve to dismiss the Adversary Proceeding.

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


EWORLDMEDIA HOLDINGS: Buys Back Common Shares at $3 Per Share
-------------------------------------------------------------
eWorldMedia Holdings, Inc. (OTC BB: EWME) is offering to buy back
up to 15,000 shares of its common stock for $3 per share.

The company currently has a total of 49,500 authorized common
shares, 33,600 of which have been issued.  The Board of Directors
has authorized the company to buy back up to 15,000 of these
shares at $3 per share on a first-come, first-served basis for all
shareholders of record as of June 10, 2005.  All shareholders of
record must present their stock certificates to the company on or
before July 15, 2005.  The company will deliver payment to the
sellers no later than August 31, 2005.  Shareholders wishing to
participate should mail their certificates to the following
address:

             eWorldMedia Holdings, Inc.
             610 Newport Center Dr., Suite #210
             Newport Beach, CA 92660

The company must receive the certificates no later than
July 15, 2005.

In response to the announcement, Ronald C. Touchard, Chairman and
CEO of eWorldMedia Holdings, Inc., stated, "The timing of this
restructuring of our stock is also consistent with the steady
progress of our ongoing internal re-organization efforts, as well
as the development of several new products and services which we
expect to announce shortly.  New products currently under
development include 'eWorldTravel' online travel service,
'eWorldKids' -- an online education and success training program
for children and adolescents, a discount health care card for
individuals and small-business owners, a worldwide prepaid
MasterCard that uses U.S. currency in an electronic environment,
and a new line of health and nutrition products including a
patented proprietary antioxidant formula.  As these new products
and services are ready to be released, appropriate notification
will be given."

                      About the Company

eWorldMedia Holdings, Inc. (OTC BB: EWME) was organized on
December 7, 2001, to provide eShopping, eCommerce, and online
communications products to consumers and business users throughout
the U.S. and abroad. EWorldMailT, the company's patented and
proprietary "Next Generation" Rich Media Email system, allows
individuals and businesses to create, send and track rich media
email with simple point-and-click operation, just as fast and just
as easy as sending traditional email.  eWorldMedia also markets
additional Internet-based communication, marketing and advertising
solutions to retail merchants, service-oriented professionals and
entrepreneurs, as well as cutting-edge tools and turnkey systems
that allow individuals to build small office and/or home-based
businesses over the Internet. For more information, visit
http://www.eworldmedia.com/

At Dec. 31, 2004, eWorldMedia Holdings, Inc.'s balance sheet
showed a $1,211,759 stockholders' deficit, compared to a $709,508
deficit at Dec. 31, 2003.


FALCON AUTO: Reduced Credit Enhancement Cues Fitch to Cut Ratings
-----------------------------------------------------------------
Fitch Ratings takes rating actions on Falcon Auto Dealership Loan
Trust 2001-1:

         -- Class A-2 downgraded to 'AA+' from 'AAA';
         -- Class B downgraded to 'A+' from 'AA';
         -- Class C downgraded to 'BBB+' from 'A';
         -- Class D downgraded to 'B+' from 'BBB-';
         -- Class E downgraded to 'B from 'BB';
         -- Class F downgraded to 'CCC' from 'B';
         -- Fitch affirms classes IO and A-1 at 'AAA'.

The rating actions are the result of reduced expected credit
enhancement available to support all classes.  Lower than
anticipated recoveries on a recently defaulted borrower,
representing approximately 4% of the pool, significantly reduced
credit enhancement levels currently available.

Additionally, there is currently still one defaulted loan in the
pool.  The defaulted loan, a non-operational auto dealership,
represents approximately 2% of the remaining pool balance.  Fitch
incorporated its own loss assumptions on the current default by
applying a haircut to the underlying real estate value and netting
out current outstanding advances.  These assumptions were part of
Fitch's analysis used to support the aforementioned rating
actions.

Ongoing concerns with four current borrowers' low fixed charge
coverage ratios remain.  The FCCRs provided by the servicer are
indicative of the borrowers' financial position as of June 2004.
As these concerns have not amounted to delinquent payments since
that time, Fitch did not assume losses on these loans.  However,
Fitch will continue to frequently reevaluate the likelihood of
default on these and all loans to maintain the appropriate
ratings.


FIBERMARK INC: March 31 Balance Sheet Upside-Down by $105 Million
-----------------------------------------------------------------
FiberMark, Inc., (OTC Bulletin Board: FMKIQ) issued its financial
results for the first quarter ended March 31, 2005.  The company
reported a net loss of $2.3 million, versus a loss of $16.9
million, in 2004.  The smaller net loss primarily reflects lower
reorganization expense of $6.5 million and lower interest expense
of $8.3 million both related to the company's chapter 11 filing.
Foreign exchange benefits contributed to $2.9 million of the
improvement.  Offsetting those improvements were lower volume from
North American operations, higher raw material costs, particularly
in pulp and latex, and energy, which were only partially offset by
price increases, improvements in product mix and lower fixed
costs.

Net sales in the first quarter of 2005 were $114.8 million
compared with $112.4 million in the prior-year quarter, an
increase of $2.4 million or 2.1%.  Sales from German operations
were $61.2 million compared with $55.6 million in 2004, an
increase of $5.6 million or 10.1%.  Excluding the effects of a
stronger euro, which accounted for $2.8 million of the increase,
sales from German operations increased by $2.8 million or 5.0%.
The company continued to generate sales gains in most of its
German operations due to a combination of market share gains and
geographic growth, particularly in the Pacific Rim.  However, weak
economic conditions in Europe, particularly in Germany, have
affected industry demand in the nonwoven wallcovering market.
German sales levels also reflect some offsetting pockets of
pricing pressure and weaker product mix.  Sales from North
American operations were $53.6 million in the 2005 quarter versus
$56.9 million in 2004, a decline of $3.3 million or 5.8%.  North
American operations sales reflect modest declines in most product
families, particularly in technical specialties due to a
combination of market erosion and lackluster economic conditions.
Lower volume was partially offset by price increases and
improvements in product mix.

As of March 31, 2005, FiberMark's pro forma unused borrowing
capacity under its existing credit facilities was $36.3 million.

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

At Mar. 31, 2005, FiberMark, Inc.'s balance sheet showed a
$105,404,000 stockholders' deficit, compared to a $101,876,000
deficit at Dec. 31, 2004.


FIDELITY FUNDING: Fitch Pares Rating on Class B Certs. to BB
------------------------------------------------------------
Fitch Ratings affirms and downgrades another class of Fidelity
Funding Mortgage Finance Corp., mortgage pass-through
certificates, series 1997-1:

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

The affirmation affects $500,000 in outstanding principal, while
the downgrade affects $3.1 million.

Class B has approximately 6.7% (of the current pool balance) in
credit enhancement provided by overcollateralization.  This figure
is below its required percentage of 8.40%.  Additionally, the fact
that 25% of the pool is 60 or more days delinquent (including
loans in bankruptcy, foreclosure, and real estate owned status),
justifies a downgrade to a below investment-grade rating.

Conversely, class M-2 is supported by a total credit enhancement
of 85% in the form of the subordination of class B and the OC
adequately.  The class also benefits from certain deal performance
triggers that deleverage the certificate through the application
of all monthly principal pass-throughs.

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


FOOTSTAR INC: Wants to Extend Ernst & Young's Internal Audit Work
-----------------------------------------------------------------
Footstar, Inc., and its debtor-affiliates wants to continue
retaining Ernst & Young LLP as their internal auditors, nunc pro
tunc to May 1, 2005.

The Debtors wants to continue hiring Ernst & Young because of its
prior involvement in, and knowledge of their cases, and its
extensive experience and expertise in the field of internal audit
service.

Ernst & Young will continue to provide internal audit services on
the same terms and conditions under their original engagement.
The firm was specifically hired to assist the Debtors in the
internal audit of their Meldisco business segment.

Under the new engagement, Ernst & Young will also:

       a) provide management with ongoing assistance in an
          advisory capacity related to is activities in complying
          with Section 404 of the Sarbanes-Oxley Act of 2002; and

       b) perform certain internal control documentation and
          testing as may be required to assist the Debtors in
          meeting its compliance requirements under SOX.

Maureen Richards, Senior Vice President, General Counsel and
Corporate Secretary of Footstar, Inc., discloses that Ernst &
Young intends to charge these hourly rates for its services:

       Designation                   Hourly Rate
       -----------                   -----------
       Partners and Principals       $485 - 545
       Senior Managers                415 - 505
       Managers                       310 - 435
       Seniors                        195 - 315
       Staff                          130 - 200

In addition to hourly compensation, the New Engagement Letter
stipulates that the Debtors will reimburse Ernst & Young for
expenses incurred, such as travel, meals and accommodations during
the course of its engagement.  The debtors have also agreed to
indemnify Ernst & Young from and against certain losses exceeding
the lesser of two times the fees actually paid to the Firm or
$2 million.

To the best of the Debtors' knowledge, Ernst & Young is
"disinterested" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Meldisco

Footstar's Meldisco unit sells shoes in Kmart stores under a long-
standing agreement.  In a recent ruling, the Honorable Adlai
Hardin of the U.S. Bankruptcy Court for the Southern District of
New York endorsed the Debtors' motion to assume the Kmart
contract.  The decision effectively foiled K-Marts' attempts to
throw Footstar out of its stores.

As reported in the Troubled Company Reporter, Judge Adlai denied
Kmart's request on the ground that it will be impossible for
Footstar to reorganize and exit bankruptcy in the event that the
contract will be cut.  Footstar's plan of reorganization is
centered on the assumption of the Master Agreement that will
expire in 2012.

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).
Paul M. Basta, Esq., at Weil Gotshal & Manges represents the
Debtors in their restructuring efforts.  When the Debtor filed for
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


GEMSTONE CDO: Moody's Puts Ba2 Rating on $6.1 Mil. Class F Notes
----------------------------------------------------------------
Moody's Investors Service assigned ratings to these notes issued
by Gemstone CDO II Ltd.:

   * Aaa to U.S.$129,500,000 Class A-1 Floating Rate Notes Due
     May 2040;

   * Aa1 to U.S.$20,500,000 Class A-2 Floating Rate Notes Due
     May 2040;

   * Aaa to U.S.$141,400,000 Class A-3 Floating Rate Notes Due
     May 2040;

   * Aa2 to U.S.$28,000,000 Class B Floating Rate Notes Due
     May 2040;

   * A2 to U.S.$12,000,000 Class C Floating Rate Deferrable
     Interest Notes Due May 2040;

   * A3 to U.S.$10,000,000 Class D Floating Rate Deferrable Notes
     Due May 2040;

   * Baa2 to U.S.$25,000,000 Class E Fixed Rate Deferrable Notes
     Due May 2040; and

   * Ba2 to U.S. $6,100,000 Class F Floating Rate Deferrable
     Interest Notes Due May 2040.

Moody's indicated that these ratings reflect:

   (1) its evaluation of the characteristics of the underlying
       multi-sector collateral pool;

   (2) the transaction's structure under various default scenarios
       and stress-test analyses;

   (3) the legal documentation; and

   (4) the collateral manager, HBK Investment L.P.


GENERAL MOTORS: Fitch Junks Corporate Credit Rating
---------------------------------------------------
General Motors Corp., the world's biggest automaker, was cut one
level to junk by Fitch Ratings, the second time the company has
been downgraded in three weeks over concerns about sliding market
share, reports John Dooley at Bloomberg News.

Fitch Ratings has downgraded the senior unsecured ratings of
General Motors, GMAC and the majority of affiliated entities to
'BB+' from 'BBB-'.  The Rating Outlook for GM remains Negative.

The action reflects the continuing decline in GM's North American
sales of key mid-size and large SUV products, increasing product
and price competition in the large pickup market, and the
corresponding impact of these two segments on consolidated
profitability.  Fitch believes that declining volumes and
profitability, coupled with lack of tangible progress in attacking
manufacturing and legacy costs will result in negative cash flow
through at least 2006.

In 2005, Fitch estimates that negative cash flow could be in the
range of $6 billion, attributed primarily to operating losses, the
payment to Fiat, and working capital drains.  The current trough
in GM's product cycle, the potential for further production
cutbacks, supplier issues and required investments in critical new
products all point to a difficult transition period through the
remainder of 2005.  Event risk, (which could include more
fundamental restructuring actions or efforts to cut health care
costs), remains high and could entail increased labor strife.
GM's current revenue and cost issues have occurred despite healthy
economic conditions and solid industry sales volumes, increasing
concern about GM's performance in a potential economic downturn.
Liquidity remains healthy through cash holdings at GM and GMAC,
L/T VEBA holdings and monetizable assets at GMAC.

GM's sales of mid-size and large SUVs have declined well in excess
of 20% YTD, demonstrating a clear trend away from GM's most
significant source of segment profitability.  GM is not positioned
well in the growing crossover segment, and new product
introductions in the car segment have been lower-impact in terms
of their impact on consolidated operating results.  Volumes and
margin in these segments are not expected to offset the large
decline in profitability previously achieved on GM's larger
vehicles.

Recent operating results demonstrate the leverage to the mid-size
and large SUV market, emphasizing the significant operating losses
occurring over remaining portions of GM's product lineup. With
transplant volumes showing recent 20%-plus volume gains, cost
advantages and scale benefits at these manufacturers are producing
an ever-widening margin advantage.  GM's substantial capacity and
overlapping brands will continue to challenge GM: i.e. the
company's ability to produce aggressive styling and distinct
product niches while simultaneously producing the substantial
volumes necessary to absorb its fixed costs.  Without substantial
cost structure improvements, GM will be hard-pressed in the near
term to cover its high and inflexible cost structure. Commodity
costs, particularly in steel, are likely to remain elevated
through 2006.  Although spot prices may alleviate in the short-
term, extended contract terms may push any meaningful pricing
relief out until 2007.

Key new product introductions, namely the GMT-900 series of
products, will be rolled out beginning in late 2005/early 2006.
These products will replace the core products responsible for GM's
initial rise to prominence in the SUV market.  The success of
these products will be critical to supporting consolidated
operating cash flows through 2006 and into 2007, although the
consumer shift away from this segment of the market will dilute
the eventual impact of these products.

Liquidity remains healthy at GM, with approximately $19.8 billion
in cash at GM at the end of the first quarter, another $18.5
billion at GMAC, and an additional $16.6 billion in L/T VEBA.  GM
also retains meaningful asset support at GMAC through non-
automotive-related operations that could be monetized.  Fitch
expects that GM is likely to begin spending its VEBA funds,
limiting the decline in S/T cash holdings at the GM level.
However, restructuring actions or labor difficulties could
accelerate the decline in liquidity.

Over the last several years, GM has substantially increased its
leverage, to $32.5 billion at yearend 2004 from $16.3 billion at
yearend 2002, resulting from debt issuance associated with
substantial pension fund contributions.  Maturities remain
extended, with an average maturity of approximately 19 years.
Maturities in the 2005-2010 period are approximately $3.5 billion.
GM retains access to $8.3 billion in committed credit lines ($6.5
billion in committed facilities and $1.8 billion in uncommitted
facilities)

Legacy costs remain the primary competitive cost disadvantage,
particularly in the area of health care.  Projected health care
costs of more than $5.5 billion in 2005, increasing at a rate of
$400-600 million per year, are unsustainable over the long-term.
Roughly two-thirds of this relates to retiree health care costs,
and it remains unlikely that GM will be in a position to restore
structural cost competitiveness or improve its credit profile
without addressing this portion of its fixed cost structure.  In
Fitch's view, GM will be required to address this situation with
the UAW prior to the contract re-opening in 2007, raising the
potential for labor strife.

GM currently remains adequately funded in its US pension plans,
although heavy levels of benefit outflows, continued low interest
rates and marginal asset returns (as seen to date in 2005) could
result in a relatively quick reversion to an underfunded position
if these conditions persist.  Of greater concern in this area is
the potential for pension reform that is currently being discussed
in Congress.  If enacted as proposed, pension liabilities could be
an increasing concern over the medium term.

Fitch is also concerned about the rapid deterioration of the
automotive supplier base which has been adversely impacted by
pricing pressures, high structural and legacy costs and high
commodity prices.  Further deterioration and financial stress
could result in supply-chain disruptions, more costly contingency
planning on the part of OEMs, or problematic investment in new
model programs.  It will become increasingly difficult to extract
the incremental price concessions that have been the norm
historically.  There also exists the possibility that financial
support, through changes in payment terms or capital expenditure
funding, will occur to a greater degree.

Europe is expected to show continuing losses despite some recent
share gains.  Potentially lower economic growth could result in an
extension of persistent operating losses at GM in that region.

GMAC:

Fitch has taken various actions on GMAC and related subsidiaries
and reflects various initiatives underway within the GMAC family
such as structural protections and potential partial divestitures.
The long-term and short-term ratings of GMAC were lowered in
conjunction with the downgrade of GM and reflect the strong
linkages between the two entities.  Fitch does not believe that
GMAC meets criteria at this time to warrant a rating above its
parent company.  Fitch views GMAC's liquidity as adequate over the
near-term to address maturing debt obligations, although the
company will increasingly rely on secured funding sources such as
securitization or whole loan sales to fund the automotive finance
portfolio.  As such, Fitch will focus on the quality and quantity
of unencumbered assets relative to unsecured debt to assess
whether increased secured financing may create meaningful
structural subordination issues in the future.

The Rating Watch Evolving on GMAC Bank reflects its position
within the newly created Residential Capital Corp. and GMAC's
intention to ring-fence its residential mortgage business in order
to achieve a higher rating.  The Rating Watch will be resolved
following the completion of this process.

The long-term, short-term, and support ratings of GMAC Commercial
Mortgage Bank were lowered to 'BB+', 'B' and '3', respectively in
conjunction with the downgrade of GM and GMAC.  GMAC Commercial
Mortgage Bank's ratings, including the 'B/C' individual rating
have been placed on Rating Watch Evolving in order to assess
GMAC's intent to divest a partial stake in this business.  The
Rating Watch will be resolved following any potential outside
equity investment and its impact on GMAC Commercial Mortgage
Holdings Corp. and GMAC Commercial Mortgage Bank.  Rating Watch
Evolving indicates that ratings may be raised, lowered, or
affirmed at current levels.

Ratings lowered with a Negative Rating Outlook by Fitch include:

   General Motors Corp.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors of Canada Ltd.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors Acceptance Corp.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors Acceptance Corp. of Canada Ltd.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors Acceptance Corporation, Australia

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   GMAC Australia (Finance) Ltd.

      -- Short-term to 'B' from 'F3'.

   GMAC International Finance B.V.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors Acceptance Corp. (U.K.) Plc.

      -- Short-term to 'B' from 'F3'.

   GMAC Bank GmbH

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

   General Motors Acceptance Corp. (N.Z.) Ltd.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

Ratings lowered by Fitch and placed on Rating Watch Evolving
include:

   GMAC Commercial Mortgage Bank

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3';
      -- Support to '3' from '2'.

   GMAC Commercial Mortgage Funding Plc.

      -- Senior debt to 'BB+' from 'BBB-'.

   GMAC Commercial Mortgage Japan K.K.

      -- Senior debt to 'BB+' from 'BBB-';
      -- Short-term to 'B' from 'F3'.

Ratings placed on Rating Watch Evolving

   GMAC Commercial Mortgage Bank Europe Plc.

      -- Short-term 'F3'.

   GMAC Bank

      -- Senior debt 'BBB-';
      -- Short-term 'F3';
      -- Individual 'B/C'.

   GMAC Commercial Mortgage Bank

      -- Individual 'B/C'.

"We're certainly focused on the exposure GM has on mid- sized and
larger SUV's and the impact on profits that the sharp decline in
sales volume has produced, along with increased competition in the
core large pickup market," said Fitch auto analyst Mark Oline to
Mr. Dooley.  "GM is more leveraged than Ford to these particular
market segments."

With two ratings companies cutting GM to junk, the automaker will
remain out of Lehman Brothers Holdings Inc.'s investment-grade
bond index, which may cause investors to dump their holdings.
Before Fitch cut, the bonds were to leave the index June 1 and re-
enter the index on July 1.

Forced Sales

"For the guys who had wanted to hold and were banking on the bonds
re-entering, they may be forced to sell," Don McConnell, a bond
trader at Mutual of Omaha Investment Management in Omaha,
Nebraska, told Bloomberg.

General Motors shares fell as much as $1.20, or 3.7 percent, to
$31.39 in composite trading on the New York Stock Exchange.  GM
Acceptance Corp. were bid at 80 cents on the dollar and offered at
82 cents, compared with 83.75 cents before the downgrade, traders
said.  General Motors 8.375 percent bonds due 2033 bids fell about
1 cent on the dollar to 71.5 cents, Bloomberg reports.

Rivals

GM and Ford have been losing market share to Asian rivals such as
Toyota Motor Corp., and are struggling to control soaring
retirement and health-care costs.  GM's market share is at an 80-
year low, and the company lost $1.1 billion in the first quarter,
Bloomberg reports.

Sales of profitable sport-utility vehicles are declining at both
automakers.  GM is also dealing with billionaire investor Kirk
Kerkorian, who this month disclosed he is building an 8.8 percent
stake in the company.

GMAC Chief Financial Officer Sanjiv Khattri told bond investors in
Frankfurt that "we are basically a strong `A' company, but that's
a question for the agencies.  Our performance justifies it,"
Bloomberg reports.

"The market should ultimately adjust here to the realization that
there's an additional significant chunk (of the bond market)
that's now officially rated high yield," Jack Malvey, chief global
fixed-income strategist in New York at Lehman Brothers Holdings
Inc., told Bloomberg.


GENERAL NUTRITION: Moody's Affirms $215M Senior Notes' Junk Rating
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook of General
Nutrition Centers, Inc to negative from stable and affirmed all
ratings.  Revision of the rating outlook to negative reflects
Moody's concern that financial flexibility may remain weaker than
appropriate for the assigned rating levels.  Ratings would be
lowered if operations or debt protection measures do not improve
from current levels within the medium-term or the currently
adequate liquidity position becomes a concern.  Moody's would
become more comfortable with current ratings if better sales
performance leads to greater free cash flow and improvements in
financial flexibility.

Ratings affirmed are:

   * $172 million secured Bank Facility commitment at B1;

   * $150 million 8.625% senior notes (2011) at B3;

   * $215 million of 8.5% senior subordinated notes (2010) at
     Caa1;

   * Senior implied rating at B2; and the

   * Long-term unsecured issuer rating at B3.

Moody's does not rate the 12.0% redeemable preferred stock issued
by the holding company GNC Corporation.

Constraining the ratings are:

   * the poor sales results over the previous four quarters as
     low-carbohydrate food products have become widely available;

   * the challenges in developing sales initiatives that will draw
     incremental traffic;  and

   * the need for continuous innovation given the short life cycle
     of many vitamin, mineral, and nutritional supplement
     products.

The intense competition within the fragmented VMS retailing
industry and the practice of providing financial support to the
majority of new domestic franchisee stores (while acknowledging
that most new store development will be outside the U.S. and
Canada) also adversely impact the ratings.  Over the longer term,
failure to resolve the rapidly accreting redeemable preferred
stock also will become a concern.

However, credit strengths are Moody's expectation that free cash
flow will remain modestly positive even as revenue trends are
adverse, the positive contribution to corporate overhead from most
company-operated stores, and the adequate liquidity position
(currently $77 million in cash and $67 million of revolving credit
facility availability).  Potential scale advantages in purchasing
and marketing as the leading VMS retailer, the revenue diversity
derived from operating across many geographies, several revenue
categories, and a varied franchisee base, and the frequency of
purchases from a large base of loyalty card customers also
partially mitigate risks to the company's business plan.

The negative rating outlook reflects Moody's concern that ratings
could decline over the next several quarters if inability to
improve average unit volume and operating margin restricts free
cash flow available for balance sheet improvement.  In Moody's
opinion, stabilization of ratings at current levels requires
greater financial flexibility as represented by debt protection
measures more typical for the rating category.  A permanent
decline in cash balances or revolving credit facility availability
that would result if free cash flow fell below break-even,
continued deterioration in store operating performance, or
substantial incremental investment in working capital would cause
the ratings to be lowered.

Financial difficulties at a significant proportion of franchisees
also would negatively impact the ratings, given exposure to
franchisees derived from $215 million of royalty payments and
wholesale revenue, $23 million of direct loans, and approximately
1300 subleased store locations.  Ratings probably would remain at
current levels if better sales performance leads to greater free
cash flow and improvement trends in debt protection measures.
Over the longer term, ratings could rise as fixed charge coverage
comfortably exceeds 2 times, lease adjusted leverage approaches 5
times, and the system expands both from new store development
(particularly in international markets) and existing store
performance.

The B1 rating on the bank loan (comprised of a $75 million
Revolving Credit Facility and a $97 million Term Loan B) considers
that this debt is secured by substantially all of the company's
tangible and intangible assets.  Through using excess cash and
proceeds from the senior note issue, the company complied with the
December 14, 2004 bank amendment that loosened financial covenants
in return for prepaying before January 31, 2005 $185 million of
the term loan.  The bank loan rating relative to the senior
implied rating reflects:

   (1) Moody's opinion that fair market value of tangible assets
       comfortably exceeds the loan commitment;  and

   (2) the substantial proportion of junior debt in the capital
       structure.

Moody's expects that the revolving credit facility will provide
adequate liquidity for seasonal working capital needs and
occasional cash flow timing differences, but will not become
permanent capital.

The B3 rating on the senior notes considers that this debt is
guaranteed by the company's wholly-owned domestic operating
subsidiaries on a senior basis.  As of March 2005, this senior
class of debt would be contractually subordinated to the bank loan
and approximately $13 million of mortgages, and would rank equally
with $134 million of trade accounts payable.

The Caa1 rating on the senior subordinated notes considers that
this debt is guaranteed by the company's wholly-owned domestic
operating subsidiaries, but is contractually subordinated to
substantial secured and senior debts.  In a hypothetical default
scenario with the revolving credit facility fully utilized,
Moody's believes that recovery for this subordinated class of debt
would partially rely on residual enterprise value.

Lease adjusted leverage equaled 6.1 times (based on gross rent
without netting out subrental income) and fixed charge coverage
was 1.9 times for the twelve months ending March 31, 2005.
Comparable store sales declined by -4.1% in 2004 compared to
changes of +0.1% in 2003 and -6.3% in 2002.  For the previous
several years, revenue and margins have followed the abrupt
declines of low-carbohydrate sales starting in early 2004 and
ephedra sales in 2002.  Comparable store sales of -7.8% for the
first quarter of 2005 reflect the lack of new products to drive
incremental customer traffic.  Moody's anticipates that
franchisees will open most new stores over the next several years
and that a small portion of cash flow after interest expense and
committed capital expenditures will be available for discretionary
purposes.

General Nutrition Centers, Inc, with headquarters in Pittsburgh,
Pennsylvania, retails vitamin, mineral, and nutritional supplement
products domestically and internationally through about 5700
company-operated and franchised stores.  Revenue for the twelve
months ending March 2005 was about $1.3 billion.


GENTEK INC: Redmond Jr. Replaces Russell as President & CEO
-----------------------------------------------------------
GenTek Inc.'s Board of Directors reported the following senior
management changes.

Richard R. Russell, the Company's Director, President and CEO, has
chosen to resign from all of his positions with the Company.  Mr.
Russell, 62, has been with GenTek and its predecessor companies
since 1976 and most recently led the Company's successful
emergence from bankruptcy in November 2003 and the sale of its
communications business.  Mr. Russell will serve in an advisory
capacity to the GenTek Board of Directors through July 1, 2005.

"Rich's twenty-eight years of leadership and dedication to GenTek
and its shareholders are deeply appreciated," said John G.
Johnson, Jr., Chairman of the Board.

William E. Redmond, Jr., a Director of GenTek since 2003, has been
appointed President and CEO effective immediately.  He will
continue to serve as a Director of the Company.  Concurrent with
his appointment, Mr. Redmond has resigned from the Audit Committee
and the Compensation Committee of the GenTek Board of Directors.
Kathleen Flaherty, a Director of the Company, will join the
Compensation Committee as Chairman.

Mr. Johnson noted further that, "The Board believes we are
fortunate to have someone with Bill's experience and knowledge of
the Company to grow GenTek going forward."

Mr. Redmond, 45, currently serves as Chairman of the Board of
Maxim Crane Works, Chairman of the Board of National Energy and
Gas Transmission Company and Vice Chairman of the Board of USA
Mobility, Inc.  He is also a member of the Boards of Malden Mills
Inc. and World Kitchen Inc., and was previously Chairman,
President and CEO of Garden Way, Inc.  Because of his interest in
focusing on his new responsibilities for GenTek, Mr. Redmond
intends to resign from all but two of his other Boards of
Directors by June 6, 2005.

"I am excited to immediately begin building on the foundation of
value creation Rich has established with the talented management
team at GenTek," said Mr. Redmond.

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

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

The new ratings assigned are:

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

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

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

   * B2 senior implied rating,

   * Caa2 issuer rating,


GXS CORP: S&P Junks Proposed $100 Million Senior Secured Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '1' recovery rating to Gaithersburg, Maryland-based GXS
Corporation's proposed $350 million first-lien senior secured bank
facility, which will consist of a $300 million term loan and a
$50 million revolving credit facility, both due 2010.  At the same
time, Standard & Poor's assigned its 'CCC+' bank loan rating
and '4' recovery rating to the company's proposed $100 million
second-lien senior secured term loan, also due 2010.  In addition,
Standard & Poor's affirmed its 'B' corporate credit rating
with a negative outlook, and its 'CCC+' rating on the company's
$155 million senior subordinated reset notes, due 2012.

The first-lien senior secured bank loan rating, which is rated one
notch above the corporate credit rating, along with the recovery
rating, reflect our expectation of full recovery of principal by
lenders in the event of a default or bankruptcy.  The 'CCC+'
second-lien senior secured bank loan rating, which is two notches
below the corporate credit rating, along with the '4' recovery
rating, indicate our expectation that the second-lien creditors
can expect marginal (25%-50%) recovery of principal in the event
of a default or bankruptcy.  Proceeds from the bank facilities
will be primarily be used to refinance existing debt at both GXS
and G International.

"The ratings reflect GXS's declining revenue base, presence in a
highly competitive marketplace with rapid technology evolution,
and high financial leverage," said Standard & Poor's credit
analyst Ben Bubeck.  These are only partially offset by recurring
revenue streams and adequate near-term liquidity.


HEALTHCARE INTEGRATED: Liberty Insurance Wins Judgment for $1.8MM
-----------------------------------------------------------------
The Honorable Charles Villanueva of the Superior Court of Morris
County ruled that Healthcare Integrated Services and four of its
affiliates must pay $1.8 million to Liberty Mutual Insurance Co.
for violating the state Insurance Fraud Prevention Act.  Judge
Villanueva said during the hearing that Healthcare Integrated
"created illegally owned businesses, failed to obtain licenses,
unlawfully used unlicensed medical professionals to perform
diagnostic services and filed false or misleading claims."

Glenn Wolf, manager of special investigations for Liberty Mutual,
said in a press release that Judge Villanueva's decision "is a
substantial victory for the insurance industry and for every
consumer that pays for insurance fraud through higher premiums,"
reports William Conroy at Asbury Park Press.

"There is no question that [the judge's decision] will be
appealed," Jeff Cohen, Esq., counsel for Health Integrated's CEO
Elliott Vernon told Mr. Conroy.  "There is also little question
that it will be reversed [by the state Appellate Division]."

Mr. Conroy relates one reason for Mr. Cohen's belief that the
decision will be reversed is that Judge Villanueva based his
ruling on "a preponderance of the evidence," rather than the
"clear and convincing evidence" standard.

HealthCare Integrated is a multi-disciplinary provider of
healthcare services, currently specializing in diagnostic
imaging operations and clinical research trials.  The Debtors
filed for Chapter 11 protection on September 25, 2002 (Bankr.
New Jersey Case No. 02-19320). Brian L. Baker, Esq., at Ravin
Greenberg, PC represents the Debtors in their liquidating
efforts.  When the Debtors filed for protection from its
creditors, it listed total assets of $12 million and total debts
of about $24 million.


HUFFY CORP: Wants to Hire Groom Law as Special ERISA Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Huffy Corporation and its debtor-affiliates
asks the U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, for authority to employ Groom Law Group, as
special ERISA counsel, nunc pro tunc to April 7, 2005.

The Committee selected Groom because of the firm's expertise in
pension and employee benefits issues.  Gary M. Ford, a principal
partner of Groom, represented both debtors and creditors'
committees in bankruptcy cases involving substantial benefit
assets and liabilities.  The Firm will provide legal advice to the
Committee on bankruptcy matters.

Groom will charge the Debtors an hourly rate of $695 for Mr.
Ford's services.  To the best of the Committee's knowledge, Groom
is a disinterested person as that term is defined in section
101(14) of the Bankruptcy Code.

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.


IMPAX LAB: Receives Notice of Additional Delinquency
----------------------------------------------------
IMPAX Laboratories, Inc. (NASDAQ:IPXLE) reported that on May 17,
2005 it received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because
IMPAX failed to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005.  As previously reported, on April 5,
2005 IMPAX received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because
IMPAX failed to file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 with Nasdaq and, therefore, IMPAX's
common stock would be subject to delisting from The Nasdaq Stock
Market.

The May 17th Letter said that the Nasdaq Listing Qualifications
Panel would consider the First Quarter 2005 Form 10-Q filing
delinquency in rendering a determination regarding IMPAX's
continued listing on The Nasdaq National Market.  IMPAX appeared
at a hearing before a Nasdaq Listing Qualifications Panel on May
19, 2005 to review the Staff's determination to delist IMPAX's
common stock, although there can be no assurance that the Panel
will grant IMPAX's request for continued listing.  To date, IMPAX
has not received any decision from the Nasdaq Listing
Qualifications Panel.

                    About the Company

IMPAX Laboratories, Inc. is a technology based specialty
pharmaceutical company applying its formulation expertise and drug
delivery technology to the development of controlled-release and
specialty generics in addition to the development of branded
products.  IMPAX markets its generic products through its Global
Pharmaceuticals division and intends to market its branded
products through the IMPAX Pharmaceuticals division.
Additionally, where strategically appropriate, IMPAX has developed
marketing partnerships to fully leverage its technology platform.
IMPAX Laboratories is headquartered in Hayward, California, and
has a full range of capabilities in its Hayward and Philadelphia
facilities.  For more information, please visit the Company's Web
site at http://www.impaxlabs.com/

                Notice of Default from Debtholder

IMPAX received a notice, dated April 22, 2005, from a holder of
more than 25% aggregate principal amount of its 1.250% Convertible
Senior Subordinated Debentures due 2024, stating that the Company
failed to file its Annual Report on Form 10-K for the year ended
December 31, 2004 with the SEC as required by the governing
Indenture and requiring that the Company remedy such default
forthwith.  Under the Indenture, if the Company fails to file the
Annual Report within 60 days after the date of the notice, it will
constitute an "event of default" under the Indenture and
thereafter either the Trustee or the holders of 25% in aggregate
principal amount of the Debentures then outstanding, by notice to
the Company, may declare the principal of and premium, if any, on
all the Debentures then outstanding and the interest accrued
thereon to be due and payable immediately.


IORMYX INC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: iORMYX, INC.
        Suite 304
        1100-D Elden Street
        Herndon, Virginia 20170

Bankruptcy Case No.: 05-11999

Type of Business: The Debtor provides Internet consulting services
                  worldwide.  See http://www.iormyx.com/

Chapter 11 Petition Date: May 23, 2005

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Heather D. Dawson, Esq.
                  Odin, Feldman & Pittleman PC
                  9302 Lee Highway, Suite 1100
                  Fairfax, Virginia 22031
                  Tel: (703) 218-2101
                  Fax: (703) 218-2160

Total Assets: $327,342

Total Debts:  $2,479,187

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Merrill Lynch Business        Value of collateral:      $764,549
Financial Services            $327,342
Attn: Edmond Blough
222 North LaSalle Street,
17th FL
Chicago, IL 60601

U.S. Small Business Adm.                                $614,337
Supervisory Loan Officer
360 Rainbow Boulevard South
Niagra Falls, NY 14303-1192

Haridhas & Vanaja Chembukave                            $600,000
2866 Spring Chapel Court
Oak Hill, VA 20171

Teligent                                                $357,824
c/o Savage & Associates
56 Lafayette Avenue
White Plains, NY 10603

CIT Comm.Fin. Corp./Lucent                              $142,476
c/o Jeffrey S. Lipkin, Esq.
500 Campus Drive
Florham Park, NJ 07932


JEFFERY POTTER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Jeffery Watson Potter
        P.O. Box 8280
        Santa Fe, New Mexico 87504

Bankruptcy Case No.: 05-14071

Chapter 11 Petition Date: May 19, 2005

Court: District of New Mexico

Judge: Mark B. McFeeley

Debtor's Counsel: Chris W. Pierce, Esq.
                  Davis & Pierce, P.C.
                  P.O. Box 6
                  Albuquerque, New Mexico 87103
                  Tel: (505) 243-6129

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KAISER ALUMINUM: Standard Shipping Wants $291K Admin. Claim Paid
----------------------------------------------------------------
For more than 25 years, Kaiser Aluminum & Chemical Corporation has
been a party to various contracts of affreightment with Standard
Shipping, Inc., under which KACC would charter ships on an
exclusive basis from Standard Shipping to carry bauxite ore from
Jamaica to KACC's alumina refinery in Gramercy, Louisiana.
The last contract made between the parties was dated May 7, 2003,
pursuant to which KACC chartered the M.V. General Trader for three
years and eight months.

The contracts between KACC and Standard Shipping provide for
protection for the vessel from any damages, including damages
caused by the charterer's stevedores.

In 2004, the class surveyor determined that certain of the hatch
coamings and surrounding areas of the vessel were sufficiently
damaged in the unloading process.  The ship was not seaworthy and
required immediate repairs.  KACC then contacted Boland Marine &
Industrial, LLC, to commence repairs, which was completed in
September 2004.  Before the ship was allowed to sail, Boland
Marine demanded that KACC pay all repairs in full since KACC was a
debtor under Chapter 11 of the Bankruptcy Code.

Despite protesting initially, KACC eventually agreed to pay 70% of
the $1,386,475 invoice due to Boland Marine.  Standard Shipping
agreed to be responsible for the balance although it had no
obligation to do so.

As these events were unfolding, the Debtors entered into an
agreement with Gramercy Alumina, LLC and St. Ann Bauxite Ltd. to
purchase KACC's Gramercy refinery and various other assets,
including an assignment of KACC's 40-year lease to mine bauxite in
Jamaica.  The Purchase Agreement provides for an unadjusted
purchase price of $23,000,000 for designated assets, the
assumption of liabilities, and the assignment and assumption of
various contracts related to the purchase of the assets.

Under the Contract between KACC and Standard Shipping, demurrage
was charged to KACC for the time lost by M.V. General Trader while
it was idled by the repairs.  Total demurrage was calculated by
KACC to be $291,188 or 32.3542 days at $9,000 per day.
Accordingly, Standard Shipping issued an invoice to KACC for that
amount on September 30, 2004.

While Standard Shipping has never been provided with a copy of the
Purchase Agreement, its executory agreement was assumed by KACC
and assigned to Gramercy Alumina.  Moreover, it has been business
as usual between the parties and there has been no interruption of
service whatsoever.  Standard Shipping received a notice from
Gramercy Alumina advising it that from October 1, 2004, it has
taken over the Contract and would be responsible going forward.
From October 1, 2004, to May 10, 2005, Gramercy Alumina performed
all obligations, which were previously performed by KACC.

Standard Shipping has, on several occasions, sent its invoices for
demurrage to KACC, which has not protested or objected to the
charges.  In fact, KACC's representative was the one who
calculated the actual amount of demurrage.

When KACC did not remit any payment, Standard Shipping forwarded
the invoices to Gramercy Alumina.  However, Gramercy objected to
the invoice.

Against this backdrop, Standard Shipping asks the U.S. Bankruptcy
Court for the District of Delaware to compel KACC or Gramercy
Alumina to pay the $291,188 obligation as lawful valid
administration expense.

In the alternative, Standard Shipping asks Judge Fitzgerald to
vacate the automatic stay so it may:

   -- arbitrate its claim against KACC and Gramercy Alumina in
      accordance with the arbitration clause contained in the
      Contract; and

   -- exercise all of its rights and remedies in accordance with
      any arbitration award granted to it against KACC.

Jennifer Taylor, Esq., at Jaspan Schlesinger Hoffman, LLP, in
Wilmington, Delaware, explains that under the Purchase Agreement
between KACC and Gramercy Alumina, it would appear that subject to
a review of the supporting schedules which are not appended to the
Purchase Agreement sent to Standard Shipping, the obligations owed
to Standard Shipping are to be paid by KACC.

Ms. Taylor also submits that arbitration would not conflict with
the bankruptcy policies of conservation of bankruptcy estate
assets and equality of distribution, centralized resolution of
purely bankruptcy issues, protection of debtors and creditors from
piecemeal litigation and efficient resolution of claims.
Furthermore, the arbitration would not adversely affect any
bankruptcy purpose, policy or objective because resolution of the
issues pending in arbitration would not involve matters of federal
bankruptcy law.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 68; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KNOLOGY INC: Moody's Junks Proposed $115MM Second Lien Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B3 senior implied rating to
Knology, Inc., a B3 rating to its proposed senior secured first
lien bank facilities, and a Caa2 rating to its proposed senior
secured second lien term loan.  The ratings reflect:

   * the company's high leverage and low coverage;

   * lack of scale and financial flexibility relative to its
     competitors;

   * execution risk as expansion continues; and

   * concerns over the long term viability of Knology's
     overbuilder business model.

The company benefits, however, from:

   * its upgraded network;

   * high penetration of multiple services;

   * high ARPU;

   * reasonable diversification of cash flow among its markets
     relative to other companies of similar size;  and

   * improved liquidity position pro forma the transaction.

Ratings assigned are:

Knology, Inc.

   * Senior Implied -- B3

   * $25 million (undrawn at close) First Lien Revolving Credit
     Facility matures 2010 -- B3

   * $165 million First Lien Term Loan matures 2010 -- B3

   * $115 million Second Lien Term Loan matures 2011 -- Caa2

   * Outlook -- Stable

The B3 senior implied rating reflects the company's high leverage
of 7.2 times debt-to-EBITDA pro forma the transaction and its low
EBITDA coverage of cash interest, estimated in the mid 1 times
range pro forma the transaction.  (Knology's monthly performance
continues to improve, and based on annualized EBITDA for the
months of February, March, and April, leverage would be 6.5x.)
This lack of financial flexibility will challenge Knology in
competing with its larger, better capitalized peers such as:

   * Comcast Corporation (Baa2),
   * Time Warner Cable Inc. (Baa1),
   * BellSouth Corporation (A2), and
   * Verizon Communication, Inc. (Verizon Global Funding, A2),
     in Moody's view.

Furthermore, Knology's competitive advantage in offering a full
suite of video, voice, and high speed data services will wane over
time as the incumbent cable operators roll out their own triple
play bundle and the telephone operators partner with direct
broadcast satellite operators to add a video product to existing
voice and high speed data offerings.  Knology is thus less able to
differentiate itself from its competitors, and these competitors
for the most part benefit from both scale, which provides cost
advantages, and greater financial flexibility.  Knology's
projected operating performance is also sensitive to the company's
ability to upgrade assets and drive customer growth in its
recently acquired Pinellas County, Florida, market, which
currently comprises about one-third of its marketable homes but
less than 15% of its total connections.

Additionally, the long term success of the overbuilder model
remains uncertain and Moody's believes that even those
overbuilders that do prove sustainable over the long term will
confront a growth ceiling.

Knology benefits, however, from its upgraded network, which
enables high penetration of multiple services.  The company's
ratio of connections to video customers exceeds two and compares
favorably to the incumbent cable operators.  This high percentage
of bundled customers, in turn, contributes to Knology's total
average revenue per customer in the mid $90 range, significantly
greater than that of many incumbent operators, such as Mediacom
Communications Corporation, which has achieved lower penetration
of advanced services, as well as satellite provider EchoStar
Communications Corporation, which offers video service only.

Moody's believes Knology can expand within its established markets
by driving penetration of high speed data and voice and achieving
modest video subscriber growth, and the Pinellas Country market
offers growth potential (albeit with a higher level of risk).  The
company's largest market by EBITDA contributes less than a third
of total EBITDA, and aside from Pinellas, each market can for the
most part fund its own capital expenditures (both references
exclude the Cerritos, California, system that Knology intends to
sell).

Furthermore, since management does not intend to build out its
footprint past any meaningful amount of additional homes and has
completed the bulk of its network upgrade, future capital
expenditures will consist predominantly of success based spending
to support new customer connections.  Any underperformance
relative to growth plans would therefore be somewhat mitigated by
lower capital expenditures, although Moody's expects Knology to
perform in line with its projections.

The stable rating outlook reflects Moody's expectations that
Knology will achieve EBITDA growth through margin improvement and
modest revenue growth that will lead to a decline in leverage to
the low 6 times range (on a trailing twelve months basis) by the
end of 2005 from the low 7 times range pro forma the transaction
(based on first quarter annualized EBITDA).  The stable outlook
also assumes Knology receives net cash proceeds of approximately
$9 million in the third quarter of 2005 for the sale of its
Cerritos, California, system, facilitating breakeven to slightly
positive free cash flow after interest, capital expenditures and
working capital and including the proceeds from the asset sale for
the full year 2005.  Inability to close the sale of the Cerritos
system in a timely manner, evidence of slower than expected
progress in Pinellas, or any material deviation from projected
performance could pressure the ratings down.

Conversely, meaningful over-performance resulting in more sizeable
de-leveraging could lead to upward ratings movement, although
Moody's views this as unlikely over the intermediate term since
the rating factors in projected leverage reduction.  Moody's has
not explicitly incorporated successful consummation of Knology's
proposed rights offering and the associated proceeds of
approximately $10.8 million into the rating, but this event alone,
although a credit positive, would not likely lead to any rating
action.

In analyzing Knology, Moody's considers leverage on a debt-to-
EBITDA basis, using both run rate and trailing twelve months
EBITDA.  Debt to EBITDA of 7.2 times, pro forma the transaction
based on Knology's first quarter 2005 annualized EBITDA, is high
both on an absolute basis and relative to peers, but given the
relatively low EBITDA base of slightly under $10 million, this
metric is sensitive to small changes in EBITDA.  For example,
leverage falls to 6.5 times when based on annualized EBITDA for
the months of February, March, and April.

Moody's expects Knology's debt-to-trailing 12-months EBITDA to
decline to the low 6 times range by year end 2005, and below 6
times using annualized fourth quarter 2005 EBITDA.  Moody's also
assesses Knology's ability to generate cash flow after capital
expenditures, cash interest, and working capital.  Moody's does
not expect Knology to generate positive free cash flow from
operations in 2005, but believes the proceeds from the asset sale
will push the company's free cash flow to slightly positive,
followed by slight cash use in 2006 and positive free cash flow
thereafter, though at modest levels relative to debt.  EBITDA
coverage of cash interest, expected to remain slightly under 2
times for the next several years, is also fairly low.

Knology benefits from an improved liquidity position pro forma the
transaction, and the simplified organizational structure
represents a significant improvement from the prior structure,
which limited access to cash flows from its incumbent local phone
service business.  The company can now fund all operations with
internally generated cash flow across all business segments, or
through a single revolving credit facility as necessary (undrawn
at close).  Moody's anticipates modest, if any, reliance on it
over the next several years and views this accessible backstop
facility as a credit positive.  The refinancing extends maturity
to 2010, and Knology can easily service the modest required term
loan amortization of less than $2 million annually with cash on
hand or the revolver if necessary.

The first lien bank debt, rated equivalent to the senior implied,
benefits from a first priority lien in all assets.  It comprises
the majority of the debt, but benefits from the cushion provided
by the second lien bank debt and the modest additional equity
capital consisting of preferred stock and public equity.  Moody's
notched the second lien debt down to Caa2 because this debt will
likely absorb the majority of the loss in a distress scenario, in
Moody's opinion.  First and second lien debt benefits from
guarantees from all operating subsidiaries.

Knology, Inc. is a provider of video, Internet and telephony
services via its broadband network.  The company also provides
traditional telephony services through its incumbent local
exchange carrier subsidiary.  The company maintains its
headquarters in West Point, Georgia.


LORAL SPACE: U.S. Trustee Appoints 9-Member Equity Committee
------------------------------------------------------------
The United States Trustee for Region 2 appointed nine creditors
to serve on the Official Committee of Equity Security Holders in
Loral Space & Communications Ltd. and its debtor-affiliates'
chapter 11 cases:

    1. JDS Capital LP
       Attn: Joseph Samberg
       100 Park Avenue, 17th Floor
       New York, New York 10017
       Tel: 212-300-2813, Fax: 212- 300-2801

    2. Aspen Advisors LLC
       Attn: Neil Subin
       152 West 57th Street, 46th Floor
       New York, New York 10019
       Tel: 772-223-0808, Fax: 954-697-4687

    3. York Capital Management
       Attn: Alan H. Cohen
       350 Park Avenue, 4th Floor
       New York, New York 10022
       Tel: 212-651-0508, Fax: 212-651-0501

    4. Jeffrey M. Swarts
       308 South Cedar
       Danville, Ohio 43014
       Tel: 740-599-6516

    5. Tony Christ
       6635 Kennedy Lane
       Fall Church, Virginia 22042
       Tel: 703-533-3077, Fax: 703-533-3605

    6. David Kilcoyne
       107 Lark Drive
       Holland, Pennsylvania
       Tel: 215-425-0700, Fax: 215-425-2104

    7. Vadim Mostovoy
       100 Broadway, 16th Floor
       New York, New York 10005
       Tel: 212-602-0676, Fax: 212-602-0697

    8. Mariner Investment Group
       Attn: Charles Howe
       500 Mamaroneck Avenue
       Harrison, New York 10528
       Tel: 914-798-4204, Fax: 914-777-3363

    9. Peleton Capital LP
       Attn: Giona Payes
       100 Park Avenue, 17th Floor
       New York, New York 10017
       Tel: 212-300-2815, Fax: 212-300-2801

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                        About Loral Space

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


LORAL SPACE: Equity Committee Taps Sonnenschein Nath as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Equity Security Holders appointed
in Loral Space & Communications Ltd. and its debtor-affiliates'
chapter 11 cases permission to employ Sonnenschein Nath &
Rosenthal LLP as its counsel.

Sonnenschein Nath will:

   a) provide legal advice with respect to the Equity Committee's
      powers and duties in the context of the Debtors' chapter 11
      cases;

   b) assist and advise the Equity Committee in its consultation
      with the Debtors, the Official Committee of Unsecured
      Creditors and other parties-in-interest regarding the
      administration of the Debtors' chapter 11 cases;

   c) appear before the Bankruptcy Court, the appellate courts,
      and the U.S. Trustee to represent the interests of the
      Equity Committee before those courts and the U.S. Trustee;

   d) prepare on behalf of the Equity Committee all necessary
      applications, motions, answers, orders, reports and other
      legal papers in support of positions taken by the Equity
      Committee;

   e) assist the Equity Committee in the review, analysis and
      negotiation of any plan of reorganization for the Debtors
      and assist the Equity Committee in the review, analysis, and
      negotiation of matters relating to the disclosure statement
      accompanying any plan of reorganization;

   f) take all necessary action to protect and preserve the
      interests of holders of equity securities represented by the
      Equity Committee, including:

         (i) investigating and prosecuting actions on the Equity
             Committee's behalf,

        (ii) conducting investigations and negotiations concerning
             litigation in which the Debtors are involved, and

       (iii) review, analyze, and reconcile claims filed against
             the Debtor's estates; and

   g) perform all other necessary legal services for the Equity
      Committee in connection with the Debtors' chapter 11 cases.

Peter D. Wolfson, Esq., a Member at Sonnenschein Nath, is the lead
attorney for the Equity Committee.

Mr. Wolfson reports Sonnenschein Nath's professionals bill:

    Designation            Hourly Rate
    ------------           -----------
    Partners & Counsel     $325 - $840
    Associates             $230 - $435
    Paralegals             $135 - $225

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

                       About Loral Space

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MARK SINES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Mark C. Sines
        12350 Industry Way #202
        Anchorage, Alaska 99515

Bankruptcy Case No.: 05-00640

Chapter 11 Petition Date: May 24, 2005

Court: District of Alaska (Anchorage)

Debtor's Counsel: Terry P. Draeger, Esq.
                  Beaty & Draeger, Ltd.
                  3900 Arctic Blvd #101
                  Anchorage, AK 99503
                  Tel: (907) 563-7889
                  Fax: (907) 562-6936

Estimated Assets: Not Provided

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Alaska Fresh Cut Inc.         Food Supplies              $58,762
8240 King Street
Anchorage, AK 99518

Quad Six-Lease Termination    Rent                       $52,909
3150 C. Street #250
Anchorage, AK 99507

Schanhals Enterprises         Remodeling of stores       $23,024
721 West 71st Avenue
Anchorage, AK 99518

Ntl Continental Insurance     Insurance                  $14,156

US Bank                       Credit Card                $12,894

Jim Cutshall                  Personal loan              $11,552

Anchorage Media Group         Advertising                $10,920

Burke Corporation             Food Supplies               $7,569

America Fast Freight          Freight                     $7,106

Capital One                   Credit Card                 $5,957

Aero POS Consulting Inc.      Computer services           $5,080

Pepsi Cola Company            Food Supplies               $4,940

Sramek Hightower Inc.         Professional fees           $4,833

Palmer Produce                Food Supplies               $4,500

Frontiersman-Valley Sun Inc   Advertising                 $4,350

Guardian Security Systems     Security                    $3,724
Inc.

Air Land Transport            Freight                     $3,517

Foran Spice Co.               Food Supplies               $3,040

CSED                          Child Support               $1,756

Matanuska Electric Assoc.     Utility                     $1,576


MCLEODUSA INC: Lenders Extend Forbearance Agreement to July 21
--------------------------------------------------------------
McLeodUSA Incorporated (Nasdaq:MCLD) reported that the Company and
its Lenders have agreed to the extension of the forbearance
agreement initially entered into on March 16, 2005.  In light of
the Company's continuing pursuit of strategic alternatives and/or
a financial restructuring the parties agreed to extend the
forbearance agreement through July 21, 2005.  Under the terms of
the forbearance agreement, the Lenders continue to agree not to
take any action as a result of non-payment by the Company of
certain principal and interest payments due in March and June of
2005 and any related events of default through July 21, 2005.

There can be no assurances that the Company will be able to reach
an agreement with its lenders regarding a capital restructuring or
be able to identify a strategic partner or buyer or reach
agreement with any such strategic partner or buyer on terms and
conditions acceptable to the Company prior to the end of the
forbearance period.

While the Company continues to explore a variety of options with
the view toward maximizing value for all of its stakeholders, none
of the options presented to date have suggested that there will be
any meaningful recovery for the Company's current preferred stock
or common stock holders.  Accordingly, it is unlikely that holders
of the Company's preferred stock or common stock will receive any
recovery in a capital restructuring or other strategic
transaction.

The Company believes that by not making principal and interest
payment on the credit facilities, cash on hand together with cash
flows from operations are sufficient to maintain operations in the
ordinary course without disruption of services.  The Company does
not expect that the exploration of the alternatives described
above will negatively impact its customers or vendors.  The
Company remains committed to continuing to provide the highest
level of service to its customers and to maintaining its strong
supplier relationships.

McLeodUSA Inc. -- http://www.mcleodusa.com/-- provides integrated
communications services, including local services, in 25 Midwest,
Southwest, Northwest and Rocky Mountain states.  The Company is a
facilities-based telecommunications provider with, as of March 31,
2005, 38 ATM switches, 39 voice switches, 699 collocations, 432
DSLAMs and approximately 2,300 employees.  As of April 16, 2002,
Forstmann Little & Co. became a 58% shareholder in the Company.
At March 31, 2005, McLeodUSA's balance sheet showed a
$127.6 million stockholders' deficit, compared to a $46.8 million
deficit at Dec. 31, 2004.  The Company filed for a prepackaged
chapter 11 petition on January 20, 2002 (Bankr. D. Del. Case No.
02-10288).  David S. Kurtz, Esq., and Gregg M. Galard, Esq., at
Skadden, Arps, Slate, Meagher & Flom, represented McLeodUSA in its
restructuring.  On April 5, 2005, the Court confirmed the Debtor's
Plan of Reorganization and the Plan became effective on April 16,
2002.

                       Chapter 22 Brews

As reported in the Troubled Company Reporter on May 6, 2005,
Moody's Investors Service has placed the debt ratings of McLeodUSA
Inc. on review for possible downgrade following the company's
failure to make scheduled principal and interest payments in March
2005, and its announcement that it is in negotiations with members
of its lender group with regard to a capital restructuring.

McLeod failed to make $18.1 million of interest and principal
payments on its bank debt during the first quarter of 2005.  The
company believes that by not making principal and interest
payments on the credit facilities, cash on hand together with cash
flows from operations will be sufficient to maintain operations
without service disruptions.

On March 16, 2005, and prior to its failure to make the
aforementioned interest and principal payments, McLeod entered
into a forbearance agreement with its lender group under which the
banks have agreed not to take action (i.e. accelerate), as a
result of the company's failure to make interest and principal
payments, through May 23, 2005.  McLeod has also entered into
negotiations related to possible terms for a capital restructuring
with a steering committee representing the lender group.
According to the company, such a capital restructuring would
likely include the conversion of all or a significant portion of
the company's existing senior secured bank debt into equity.


MERIDIAN AUTOMOTIVE: Taps FTI Consulting as Restructuring Manager
-----------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Meridian
Automotive Systems, Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to
employ FTI Consulting, Inc., to provide certain officers and
temporary staff to assist them in their restructuring efforts.

The Debtors' President and Chief Executive Officer, Buddy
Wacaser, resigned from the Company prior to the Petition Date.
Consequently, Richard E. Newsted, the Debtors' then Chief
Financial Officer, was appointed president by the Debtors' Board
of Directors.  As a result of both Mr. Newsted's appointment and
the Debtors' bankruptcy filing, the Debtors are in need of
experience and direction during this period of reorganization.

Pursuant to an engagement letter dated May 6, 2005, Jeffery J.
Stegenga, Senior Managing Director at FTI Consulting's Corporate
Finance/Restructuring Division, will serve as the Debtors' Chief
Restructuring Officer.  John A. Koskiewicz, Managing Director at
FTI Consulting, will act as the Debtors' Chief Financial Officer.

Messrs. Stegenga and Koskiewicz will assist the Debtors in their
operations and manage the Debtors' restructuring efforts.  This
includes negotiating with parties-in-interest and coordinating the
"working group" of the Debtors' employees and external
professionals who are assisting the Debtors in their restructuring
efforts.

A copy of the Engagement Letter is available for free at:

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

FTI Consulting will also provide the Debtors with a temporary
staff of about four to seven people to assist the Officers at
various levels, all of whom have a wide range of skills and
abilities related their assignment.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, tells the Court that both Messrs.
Stegenga and Koskiewicz have extensive background in providing
services to financially distressed and Chapter 11 debtors in the
past.  Thus, the Debtors believe that the Officers are well-suited
to provide the restructuring services they require.

"Among other things, the Officers will provide assistance to the
Debtors with respect to the management of the overall
restructuring process, including the development of ongoing
business/financial plans and conducting restructuring negotiations
with creditors with respect to an overall exit strategy for their
chapter 11 cases," Mr. Kosmowski says.

Pursuant to the Engagement Letter, FTI Consulting will:

   (a) assist in developing and implementing cash management
       strategies, tactics, and processes.  Work with the
       Debtors' treasury department and other professional and
       coordinate the activities of the representative of other
       constituencies in the cash management process:

   (b) manage the "working group" professionals who are assisting
       the Debtors in the value recovery maximization process or
       who are working for the Debtors' various stakeholders to
       improve coordination of their effort and individual work
       product to be consistent with the Debtors' overall
       restructuring goals;

   (c) assist with the development of the Debtors' revised
       business plan, including analysis of potential margin
       improvement/cost-saving opportunities, and other related
       forecasts as may be required by the bank lenders in
       connection with negotiations or by the Debtors for other
       corporate purposes;

   (d) assist in negotiations with stakeholders and their
       representatives;

   (e) assist in communication and negotiation with outside
       constituents including the banks and their advisors:

   (f) assist the Board in evaluating various strategic options,
       which the Debtors and the Board may contemplate;

   (g) assist in the development and implementation of a value
       recovery maximization program for the Debtors and their
       various stakeholders including the coordination of asset
       sales, proceeds recovery, and business wind down
       activities;

   (h) assist in accounting and treasury employees in the initial
       management of the Debtors' vendor call center, development
       of their Schedules and Statements of Financial Affairs and
       ongoing reporting obligations, reclamation support, and
       other Chapter 11 administrative type functions; and

   (i) assist with other matters as may be requested that fall
       within the firm's expertise and that are mutually
       agreeable with the Board including serving in other
       officer positions, if requested.

FTI Consulting will be paid an aggregate monthly rate of $140,000
for the Officers' services.  The Temporary Staff will be
compensated at these hourly rates:

       Senior Managing Editor                     $560 - $625
       Directors/Managing Directors               $395 - $560
       Associates/Consultants                     $195 - $385
       Administration/Paraprofessionals            $95 - $168

FTI Consulting will be paid directly or reimbursed for all
reasonable out-of-pocket expenses incurred in connection with its
services.

The Debtors will also pay FTI Consulting a $1,250,000 contingent
success fee to be awarded and paid on the earlier of:

   (i) the consummation of a plan of reorganization for the
       Debtors; or

  (ii) the consummation of a sale of all or a substantial portion
       of the Debtors' assets through one transaction or a
       series of transaction.

The Success Fee is not payable if the firm is terminated for cause
or if there is a conversion of the Debtors' cases to Chapter 7,
prior to the Success Fee being due.

Furthermore, the Debtors will provide the Officers with Directors
and Officers insurance coverage.  The Officers will be entitled to
the benefit of the indemnities provided by the Debtors to their
officers and directors, whether under the by-laws, certificates of
incorporation, by contract or otherwise.

Mr. Stegenga discloses that FTI Consulting received $1.7 million
from the Debtors during the 90-day period before the Petition
Date for professional services rendered and expenses incurred.
The firm has not applied $250,000 of the advance payments to
prepetition billings.  The Debtors and FTI Consulting have agreed
that any portion of the unapplied advance payments not used to
compensate the firm for its prepetition services and expenses will
be held and applied against the firm's final postpetition billing,
and will not be placed in a separate account.

Mr. Stegenga also informs the Court that George P. Stamas, a
partner at Kirkland & Ellis, is a member of FTI Consulting's Board
of Directors.  Kirkland was engaged as counsel to certain of the
Debtors' subordinated noteholders before the Petition Date.

Mr. Stegenga assures the Court that FTI Consulting is a
"disinterested person," as that term is defined under Section
101(14) of the Bankruptcy Code.  The firm neither holds nor
represents an interest adverse to the Debtors and their estates.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Hires Beveridge & Diamond as Environmental Counsel
---------------------------------------------------------------
In July 2004, Mirant Corporation and its debtor-affiliates
employed Beveridge & Diamond, P.C., in accordance with the U.S.
Bankruptcy Court for the Northern District of Texas's order
authorizing employment of Professionals used in the ordinary
course of business.  Since that time, Beveridge represented the
Debtors in several environmental matters.

From July 2004 through the present, Beveridge's monthly invoices
for the services performed have exceeded the $50,000 cap set
under the Ordinary Course Professionals Order.  The Debtors
believe that they will continue to require Beveridge's services
that will result in excess of $50,000 per month.

Accordingly, the Debtors sought and obtained the Court's
authority to employ Beveridge as special counsel effective as of
July 8, 2004, the first month Beveridge's fees exceeded the
$50,000 cap.

Beveridge will continue to represent the Debtors and provide:

   a.  defense of actions asserted against certain of the Debtors
       by the Sea Earth Society;

   b.  services related to the renewal of various environmental
       permits at the Debtors' California facilities;

   c.  advice regarding environmental matters in potential sale
       of assets;

   d.  advice regarding the Occupational Health and Safety Act;

   e.  general advice regarding compliance with environmental
       federal and state laws, including an audit of the Debtors'
       facilities; and

   f.  other general environmental advice, as requested.

The Debtors will pay Beveridge its customary hourly rates for
services rendered and reimburse Beveridge pursuant to its
customary reimbursement policies.

Beveridge's hourly rates that will apply to the firm's primary
attorneys and paralegals working in the Debtors' Chapter 11 cases
are:

           Professional           Position      Rate
           ------------           --------      ----
           Jennifer Hernandez     Director      $450
           Gary Smith             Director      $400
           Elizabeth Lake         Director      $325
           David Friedman         Attorney      $375
           Alexia Beer            Associate     $200
           Kerry Shoji            Paralegal     $135
           Nichole Camozzi        Paralegal     $135

According to Elizabeth A. Lake, Esq., a director of Beveridge,
the firm will carefully coordinate their efforts with bankruptcy
counsel and other professionals retained by the Debtors and
clearly delineate their duties to prevent any duplication of
effort.

Ms. Lake assures that Court that Beveridge represents no interest
adverse to the Debtors or their estates.

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


MIRANT CORP: Settles Wisniak Class Action with $2M Unsecured Claim
------------------------------------------------------------------
In June 2003, a purported class action lawsuit alleging
violations of Sections 11 and 15 of the Securities Act of 1933
was filed in the Superior Court of Fulton County, Georgia,
entitled Wisniak v. Mirant Americas Generation, LLC, et al.  The
lawsuit names as defendants MAGi and certain current and former
officers and manages of MAGi.  Gil Wisniak sought to represent a
putative class of all persons who purchased MAGi debt securities
pursuant to an exchange offer completed by MAGi in May 2002 in
which $750 million of bonds registered under the Securities Act
of 1933 were exchanged for $750 million of previously issued MAGi
senior notes.  Mr. Wisniak alleges, among other things, that
MAGi's restatement in April 2003 of prior financial statements
rendered the registration statement filed for the Exchange Offer
materially false.  Moreover, the complaint sought for damages,
interest and attorneys' fees.

MAGi subsequently removed the suit to the United States District
Court for the Northern District of Georgia.  The Securities Act
Action is stayed as of MAGi's Petition Date.  In 2003, the
Bankruptcy Court stayed the Securities Act Action also with
respect to the individual defendants to avoid the suit impeding
MAGi's ability to reorganize or having a negative effect on
MAGi's assets.

In December 2003, the District Court took notice of the
Bankruptcy Court's Stay Order, which administratively also closed
the Action.  Mr. Wisniak dismissed MAGi as defendant to the
Action, without prejudice, and filed a proof of claim against
MAGi asserting the same claims set forth in the Action.

On January 19, 2005, the Bankruptcy Court approved a stipulation
between the parties, which provided that:

    (a) Mr. Wisniak will seek certification of a class by the
        District Court that will receive $2.25 million to be paid
        by insurers for MAGi and an allowed, unsecured claim for
        $2 million against the Debtors subordinated to the claims
        of other unsecured creditors; and

    (b) Members of Action plaintiff class will have the
        opportunity to opt out of the settlement contemplated by
        the Stipulation, and if class members who chose to opt out
        own in the aggregate more than 1% of the MAGi bonds that
        are subject to the Action, then MAGi has the option to
        withdraw from the Settlement.

The Stipulation is also subject to the District Court's approval
to become effective.

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


MIRANT CORP: MirMA Landlords Slams Environmental Consent Decree
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 28, 2005,
Mirant Corporation and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Northern District of Texas to approve a
consent decree evidencing the settlement among:

   * Debtors Mid-Atlantic Coal-Fired Fleet, Mirant Potomac River
     LLC and Mirant Mid-Atlantic LLC;

   * the United States of America, through the Environmental
     Protection Agency;

   * the Commonwealth of Virginia, through its Department of
     Environmental Quality; and

   * the State of Maryland, through its Department of
     Environment.

The settlement:

   (i) resolves certain disputes surrounding operation in 2003 of
       Mirant Potomac's coal-fired electricity producing plant
       located on the Potomac River in Virginia;

   (2) provides for the installation of certain pollution control
       systems at the Mid-Atlantic Coal-Fired Fleet;

   (3) allows the plants comprising the Mid-Atlantic Coal-Fired
       Fleet to reduce nitrogen oxide emissions on a fleet-wide
       basis, as opposed to on a plant-by-plant basis; and

   (4) establishes greater future operational certainty for the
       Mid-Atlantic Coal-Fired Fleet.

The settlement is evidenced by a Consent Decree the parties
entered into on September 24, 2004.

                     MirMA Landlords Object

Kristian W. Gluck, Esq., at Fulbright & Jaworski L.L.P., in
Dallas, Texas, tells the Court that the Consent Decree which
underpins the Debtors' Motion is fatally flawed for a number of
reasons, not the least of which is that it effects an illegal
appropriation of the MirMA Landlords' property rights in the
Morgantown and Dickerson Plants to the Debtors' benefit without
an overriding public purpose or just compensation.

The MirMA Landlords consist of:

    -- Morgantown OL1 LLC,
    -- Morgantown OL2 LLC,
    -- Morgantown OL3 LLC,
    -- Morgantown OL4 LLC,
    -- Morgantown OL5 LLC,
    -- Morgantown OL6 LLC,
    -- Morgantown OL7 LLC,
    -- Dickerson OL1 LLC,
    -- Dickerson OL2 LLC,
    -- Dickerson OL3 LLC,
    -- Dickerson OL4 LLC,
    -- SEMA OP1 LLC,
    -- SEMA OP2 LLC,
    -- SEMA OP3 LLC,
    -- SEMA OP4 LLC,
    -- SEMA OP5 LLC,
    -- SEMA OP6 LLC,
    -- SEMA OP7 LLC,
    -- SEMA OP8 LLC,
    -- SEMA OP9 LLC,
    -- Steamed Crab Partners, L.P.,
    -- Steam Heat LLC, and
    -- First Chicago Leasing Corporation and Bankers Commercial
       Corporation

"The fact that the Consent Decree is so skewed in favor of the
Debtors -- and to the detriment of the MirMA Landlords -- is
hardly surprising since, despite the Court's express order, the
Debtors failed to notify, much less involve, the MirMA Landlords
in any of the discussions/negotiations with the governmental
Agencies, which culminated in the execution of the Consent
Decree.  Without any oversight from the MirMA Landlords, the
Debtors essentially hoodwinked the governmental Agencies into
believing that they (not the MirMA Landlords) owned the
Morgantown and Dickerson Plants -- a significant
mischaracterization that only became known to the governmental
Agencies through discussions with the MirMA Landlords after
notice of the Consent Decree was published in the Federal
Register," Ms. Gluck relates.

The MirMA Landlords assert that Court should abate any
proceedings relating to Debtors' Motion because it is not ripe
for consideration.  According to the MirMA Landlords, the Court
should defer any consideration of these issues until:

    (1) the Debtors submit an amended Consent Decree; and

    (2) MirMA has decided whether to assume or reject the Facility
        Lease Agreements for the Morgantown and Dickerson Plants.

Even assuming arguendo that the Debtors' Motion is ripe for
consideration (which the MirMA Landlords deny), Ms. Gluck
contends, the Court should nevertheless reject the Debtors'
Motion because:

    (a) the Consent Decree does not adequately protect MirMA
        Landlords' property interest in the Morgantown and
        Dickerson Plants;

    (b) the decision on whether to "approve" the Consent Decree is
        more appropriately made by Virginia District Court; and

    (c) the Consent Decree is not fair, adequate, reasonable, in
        the best interest of the MirMA estate or in the public
        interest.

The MirMA Landlords ask Judge Lynn, on final trial or hearing, to
deny the Debtors' Motion.

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


MWAM CBO: Fitch Puts Low-B Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings places four classes of notes issued by MWAM CBO
2001-1 Ltd. on Rating Watch Negative:

          -- $21,875,000 class B notes rated 'A-';
          -- $12,803,837 class C-1 notes rated 'BB-';
          -- $8,494,363 class C-2 notes rated 'BB-';
          -- $10,500,000 Preference Shares rated 'B-'.

MWAM is a collateralized debt obligation managed by Metropolitan
West Asset Management which closed Jan. 24, 2001.  MWAM is
composed of residential mortgage-backed securities, commercial
mortgage-backed securities, asset-backed securities, CDOs,
Investment Grade Corporates and US Government Securities.

Since the last rating action in May 2004, the collateral quality
has deteriorated.  The weighted average rating factor has
increased to 29 ('BBB-/BB+') from 22 ('BBB-').  The class A
overcollateralization ratio, class B OC and class C OC ratios have
decreased to 122.5%, 107.1% and 95.5%, respectively, as of March
31, 2005, trustee report from 123.1%, 110.8% and 101.3% as of Feb.
29, 2004.  On the Jan. 31, 2005, payment date the class A IC test
and the class B and C OC tests were failing, causing the class C-1
and C-2 notes to miss their coupon payments.

The diverted interest proceeds were used to redeem the class A
notes, and the missed coupon payments were capitalized, increasing
the outstanding balance of the class C-1 and C-2 notes.
Additionally, collateral rated 'BB+' or lower represents 34.5% of
the current portfolio, including large concentration in both the
Manufactured Housing and Aircraft Leasing Sectors.

The deteriorating credit quality of the portfolio has increased
the credit risk of this transaction to the point the risk may no
longer be consistent with the ratings.  Fitch will review this
transaction and take appropriate rating action upon completion of
its analysis.  Additional deal information and historical data are
available on the Fitch Ratings web site at
http://www.fitchratings.com/


N-STAR REL: S&P Assigns Low-B Ratings on $40M Classes F & G Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to N-Star REL CDO IV Ltd./N-Star REL CDO IV Corp.'s
$400 million CDOs.

The preliminary ratings are based on information as of
May 23, 2005.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.

The preliminary ratings reflect:

    (1) the credit support provided by the subordinate classes of
        certificates,

    (2) the economics of the collateral,

    (3) the geographic and property type diversity of the
        collateral, and

    (4) the backup advancing provided by the trustee.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's Web-
based credit analysis system, at http:/www.ratingsdirect.com/

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/Select Credit Ratings, and then
find the article under Presale Credit Reports.


                   Preliminary Ratings Assigned

          N-Star REL CDO IV Ltd./N-Star REL CDO IV Corp.


               Class           Rating           Amount
               -----           ------           ------
               A               AAA        $185,000,000
               B               AA          $32,600,000
               C               A           $31,800,000
               D               BBB         $38,600,000
               E               BBB-        $12,000,000
               F               BB          $20,000,000
               G               B           $20,000,000
               Income notes    N.R.        $60,000,000

                    N.R. -- Not rated.


NOVO NETWORKS: Subsidiary's Deficit Triggers Going Concern Doubt
----------------------------------------------------------------
Novo Networks, Inc. (OTC Bulletin Board: NVNW) reported financial
results for the third quarter of fiscal year 2005, which ended on
March 31, 2005.

Novo reported a net loss allocable to common shareholders of
$946,900, in the three months ended March 31, 2005, on revenues of
$3.8 million, as compared to a net loss allocable to common
shareholders of $320,800, for Berliner Communications, Inc., the
accounting acquirer, in the three months ended March 31, 2004, on
revenues of $3.6 million.  The weighted average number of shares
outstanding for the third quarter of fiscal 2005 was 171,512,693,
versus 147,676,299 for the third quarter of fiscal 2004, based
upon recapitalization accounting.

                       Acquisition Update

On February 18, 2005, Novo entered into an asset purchase
agreement with Berliner Communications, whereby BCI
Communications, Inc., a wholly owned subsidiary of Novo, acquired
the operations and substantially all of the assets and liabilities
of Berliner Communications.

Since the acquisition was settled through the issuance of a
controlling interest in Novo's outstanding common stock, Berliner
Communications is deemed to be the acquirer for accounting
purposes.  Furthermore, since Novo was deemed to be a shell
company prior to the acquisition, purchase accounting has not been
applied.  Accordingly, the transaction is being accounted for as a
reverse acquisition and a recapitalization of Berliner
Communications, and all information prior to February 18, 2005, is
that of Berliner Communications.

The Statement of Operations for the three months ended March 31,
2005, includes the accounts of Berliner Communications through
February 18, 2005, and the accounts of BCI and Novo since February
18, 2005, as compared to the three months ended March 31, 2004, of
Berliner Communications, the accounting acquirer.  The Balance
Sheet as of December 31, 2004, is that of Berliner Communications,
and it should be read in conjunction with the historical financial
statements of Berliner Communications as set forth in Novo's Form
8-K/A, which was filed with the United States Securities and
Exchange Commission on May 9, 2005.


At March 31, 2005, the Company had consolidated current assets of
approximately $5.3 million, including, without limitation, cash
and cash equivalents of approximately $674,000 and net working
capital of approximately $1.5 million.  Historically, the Company
funded our subsidiaries' operations primarily through the proceeds
of private placements of our common and preferred stock and
borrowings under loan and capital lease agreements. The Company
does not currently believe that private placements of common and
preferred stock will be available in the near term.

Principal uses of cash have been to fund:

    (1) operating losses;

    (2) acquisitions and strategic business opportunities;

    (3) working capital requirements; and

    (4) expenses related to the bankruptcy plan administration
        process.

The Company notes that the Delaware Bankruptcy Court entered a
final decree in its former operating subsidiaries' bankruptcy
proceeding on March 28, 2005, and therefore, expects the costs
associated with the Novo Liquidating Trust and the bankruptcy plan
administration process, for which it previously provided funding,
to begin to wind down in the near future.

The Company's ability to satisfy its current obligations is
dependent upon the cash on hand, borrowings under the credit
facility with Presidential and the operations of BCI.  The current
obligations consist of capital expenditures and funding working
capital.  For calendar year 2004, Berliner Communications had
negative cash flow of approximately $500,000.  Should BCI perform
similarly in 2005, the Company can expect to expend at least
$500,000 of its cash on hand to fund its current operations, plus
any amounts to fund approved capital expenditures for which it is
unable to obtain financing.

The Company also incurred legal and advisory fees in connection
with its acquisition of the Berliner Assets in the amount of
approximately $225,000.  In addition, it may have to continue to
fund certain expenses of the liquidating trust for the next few
months.  In the event it does not generate positive cash flow in
the near term, or if it incurs unanticipated expenses for
operations and are unable to acquire additional capital or
financing, the Company will likely have to reassess its strategic
direction, make significant changes to our business operations and
substantially reduce expenses until such time it achieves positive
cash flow.

The Company currently anticipates that any revenues in the future
will be generated by the business operations of BCI, as the
operations of its former operating subsidiaries have been
terminated, and Paciugo cannot be expected to generate any cash
flow or return on our investment since it has incurred losses
since the acquisition of its ownership interest.

                       Going Concern Doubt

On March 17, 2005, the Company concluded negotiations with
Presidential regarding the establishment of a credit facility for
BCI.  A total of $1,250,000 in financing is available under the
agreement with Presidential and approximately $119,000 had been
borrowed by BCI as of April 15, 2005.  Presidential has a security
interest on all of the Berliner Assets and a guaranty from us as
collateral for the repayment of any borrowings under the credit
facility.

BCI's failure to generate revenues sufficient to fund its
continuing operations, as well as to fund the Company's
operations, will jeopardize the Company's ability to continue as a
going concern.  "Due to these factors, we intend to seek
additional financing, almost immediately, from Presidential or
another lender," the Company says.

                      About the Company

Novo Networks, Inc., through its wholly owned subsidiary, BCI
Communications, Inc., provides wireless carriers with
comprehensive real estate site acquisition and zoning services,
radio frequency and network design and engineering, infrastructure
equipment construction and installation, radio transmission base
station modification and project management services either on an
individual basis or as a "turn-key" solution.


NUCON ENERGY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Nucon Energy Corporation
        c/o Mark E. Macdonald
        325 North Street Paul Street, Suite 2400
        Dallas, Texas 75201
        Tel: (214) 237-4220

Bankruptcy Case No.: 05-35747

Type of Business: The Debtor operates a power plant.

Chapter 11 Petition Date: May 23, 2005

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark MacDonald, Esq.
                  Mark MacDonald and Associates
                  325 North Saint Paul Street, Suite 2400
                  Dallas, Texas 75201
                  Tel: (214) 237-4220
                  Fax: (214) 922-9718

Total Assets: $3,687,351

Total Debts:  $6,890,111

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature Of Claim       Claim Amount
   ------                     ---------------       ------------
Sweet Pune Power LLC          Debenture                 $575,000
P.O. Box 16089
Savannah, GA 31416
Attn: Christopher Klein
Tel: (912) 598-5151

Ellis Painter                 Account                   $435,301
Ratterree & Adams
P.O. Box 9946
Savannah, GA 31412
Attn: James Wiley Ellis
Tel: (912) 233-9700

Philip Solomons Jr.           Debenture                 $400,000
31 East 49th Street
Savannah, GA 31405
Tel: (912) 352-7163

NCS Limited                   Debenture                 $400,000
P.O. Box 428
Saint Martins, Guernsey
c/o Balchan Directors Limited
P.O. Box 428
Saint Martins, Guernsey

Abacos Ltd.                   Debenture                 $300,000
c/o Turner Foods
112-A Oatland Island Road
Savannah, GA 31410
Attn: Bob Turner
Tel: (912) 898-9286

J R. Duttenhaver,             Debenture                 $250,000
Ttee, Radiation
Oncology of Savannah PC
PSP fbo J R Duttenhaver
12 Chatauchee Crossing
Savannah, GA 31411
Attn: John R. Duttenhaver
Trustee
Tel: (912) 598-9010

Philip Solomons Jr.           Debenture                 $200,000
Trustee
31 East 49th Street
Savannah, GA 31405
Tel: (912) 352-7163
31 East 49th Street
Savannah, GA 31405

Darby Bank & Trust Company    Revolving LOC             $123,662
Loan #797050
P.O. Box 870
Vidalia, GA 30475

First Extended                Debenture                 $100,000
Investment Acct
c/o Southern Motors
P.O. Box 60069
Savannah, GA 31420
Attn: Myron Kaminsky
Vice President
Tel: (912) 927-0700

John R. Turner                Debenture                 $100,000
c/o Turner Foods
112-A Oatland Island Road
Savannah, GA 31410
Tel: (912) 898-9286

Chris & Nita Ann Knight       Debenture                  $75,000
JTWROS
144 Schley Avenue
Savannah, GA 31419
Tel: (912) 598-5151

Financial Services Unlimited  Debenture                  $75,000
P.O. Box 14255
Savannah, GA 31416
Attn: Mike Dobbs
Tel: (912) 921-1370

Plumtree Trust                Debenture                  $50,000
P.O. Box 13098
Savannah, GA 31416
Attn: Tim Cooper
Trustee

Ellis Painter PSP fbo         Debenture                  $50,000
Clay Ratterree
Trustee
P.O. Box 9946
Savannah, GA 31412
Tel: 912-233-9700
Savannah Ga 31412

Richard R Lazard, CPA         Account                    $11,213
19 Cove Drive
Savannah, GA 31419

Xerox Capital                 Account                     $2,736
1301 Ridegview
Lewisville, TX 75057
Attn: Shellye Bandy
Tel: (972) 420-5955

Banner Life                   Insurance Premium           $2,301
P.O. Box 740526
Atlanta, GA 30374
Customer Service
Tel: (800) 638-8428
1701 Research Boulevard
Rockville, MD 20850


OCCIDENTAL HOSPITALITY: Case Summary & 20 Largest Creditors
-----------------------------------------------------------
Debtor: Occidental Hospitality LLC
        aka Occidental Saloon LLC
        P.O. Box 870
        Buffalo, Wyoming 82834

Bankruptcy Case No.: 05-20996

Type of Business: The Debtor is a book publisher.

Chapter 11 Petition Date: May 20, 2005

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: William D. Bagley, Esq.
                  Bagley, Karpan, Rose & White LLC
                  1107 West Sixth Avenue
                  Cheyenne, Wyoming 82001
                  Tel: (307) 634-0446
                  Fax: (307) 637-7445

Total Assets: $1,944,700

Total Debts:  $1,002,880

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      Witholding Taxes -        $147,000
Glenda Jellis, Revenue        $66,000
Officer                       Other Taxes
1949 Sugarland Drive,         $81,000
Suite 292
Sheridan, WY 82801

David Palmerlee               Services                   $85,776
Attorney at Law
11 North Main Street
Buffalo, WY82834

Strauser & Bledsoe            Services                   $27,741
Accountants
2 North Main Street
Buffalo, WY 82834

City of Buffalo               Loan                       $23,154

Starr Zabel                   Equity sale                $22,705

Elliot & Ann Justin           Loan                       $20,000

Gregory A. &                  Loan                       $20,000
Diana M. Heinrich

Jim & Judy Shubert            Loan                       $20,000

Cindy M. Olson                Loan                       $15,000

Brad Todd                     Loan                       $10,000

Catherine A. Meyer            Loan                       $10,000

David W. Anderson             Loan                       $10,000

Gary Barclay                  Loan                       $10,000

James Pollock & Margaret      Loan                       $10,000
Ososky

Ken Harrison                  Loan                       $10,000

Michael & Debbie Smith        Loan                       $10,000

Richard & Barbara Powell      Loan                       $10,000

Roy & Carol Vandeventer       Loan                       $10,000

Wickes & Associates           Appraisal                   $9,500

Epic Outdoor Advertising      Advertising                 $7,092


OMNE STAFFING: Wants To Expand Scope of Thelen Reid Retention
-------------------------------------------------------------
Charles M. Forman, the Chapter 11 Trustee appointed in Omne
Staffing Inc.'s chapter 11 cases, asks the U.S. Bankruptcy Court
for the District of New Jersey to expand the scope of Thelen
Reid & Priest LLP's retention as special counsel for all insurance
related matters.

The Chapter 11 Trustee originally sought and obtained approval
from the Court to engage Thelen Reid's services in an action
against Wachovia Insurance Services, Inc.  The action, filed in
the U.S. District Court for the Eastern District of California,
asserted third party beneficiary claims by MV Transportation,
Inc., against the insurance company for negligent procurement of
insurance.

Since the non-debtor parties to the California litigation have
agreed to a settlement, the trustee wants to expand the scope of
Thelen Reid's retention to include the investigation and
prosecution of potential claims against Wachovia Insurance
Services, Inc., in any forum of appropriate jurisdiction.

The Trustee further wants Thelen Reid's services on probable
litigation that could arise from various insurance related actions
for which stay relief has been granted that relate to the scope of
insurance coverage under the debtors' insurance policies issued by
American Protection Insurance Company and other carriers.

Thelen Reid proposes to bill the Debtors with these hourly rates:

               Designation              Rate
               -----------              ----
               Partners              $300 to $685
               Counsel               $320 to $600
               Associates            $210 to $460
               Legal Assistants       $95 to $230

In addition, Thelen Reid's attorneys who are likely to work on the
Debtors' case will charge these hourly rates:

      Thelen Reid & Priest LLP, New York Office

      Attorney                                    Rate
      --------                                    ----
      Daniel A. Lowenthal, Esq., Partner          $565
      Susan Kane, Esq. senior associate           $395
      Allison L. Schrader, Esq., junior associate $275

      Thelen Reid & Priest LLP, California Office

      Attorney                                    Rate
      --------                                    ----
      Richard A. Lapping, Esq., Partner           $490
      Louis J. Cisz, Esq., partner                $450
      James T. Hendrick, Esq., partner            $425
      James A. Riddle, Esq., partner              $425
      Adam Brezine, Esq., senior associate        $395
      John A. Chatowski, Esq., senior associate   $395
      Aaron T. Knapp, Esq., junior associate      $280
      Juanita Mantz, Esq., junior associate       $195

To the best of the Debtor's knowledge, Thelen Reid is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Cranford, New Jersey, Omne Staffing, Inc., filed
for chapter 11 protection on April 9, 2004 (Bankr. D. N.J. Case
No. 04-22316).  John K. Sherwood, Esq., at Lowenstein Sandler
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
both estimated debts and assets of over $10 million.


OWENS CORNING: Inks Stipulation Clarifying Glenview's Equity Stake
------------------------------------------------------------------
On February 23, 2005, Owens Corning and its debtor-affiliates
asked the U.S. Bankruptcy Court for the District of Delaware for
an order limiting certain transfers of the Debtors' equity
securities Debtors and approving related notice procedures.  In
its Motion, the Debtors said that they possess certain tax
attributes with significant value to their bankruptcy estates.
The Debtors explained that a corporation's ability to use its tax
attributes is subject to certain limitations under the Internal
Revenue Code.  Specifically, if an ownership change under Section
382 of the Internal Revenue Code occurs, the corporation's use of
its Tax Attributes may become subject to annual limitation.

By the Court's interim and final orders, Judge Fitzgerald
established certain notice procedures and waiting periods,
including requirement for prior written notice of certain
proposed acquisitions and dispositions of Owens Corning common
stock.  Pursuant to the Orders:

   -- any purchase or sale of Owens Corning stock without
      compliance with the Notice Procedures is void ab initio;
      and

   -- Owens Corning may, but is not required to, object to any
      proposed acquisition or disposition of Owens Corning common
      stock.

                 The Glenview Funds' 13G Statement

On April 11, 2005, Glenview Capital Partners, LP, Glenview
Institutional Partners, LP and Glenview Capital Master Fund, Ltd.
filed with the Securities and Exchange Commission a Form 13G
Statement disclosing that the Glenview Funds had acquired
ownership of 6.4% of Owens Corning Stock as of April 8, 2005.

The Glenview Funds did not provide Owens Corning with any Notice
of their acquisition of Owens Corning Stock.

The Glenview Funds asserted that they were not required to
provide Notice to the Debtors because they are separate and
distinct entities for purposes of Section 382, and that each
entity owns less than 4.75% of the outstanding Owens Corning
Stock.  Despite the assertion, Owens Corning wants to be certain
whether the Glenview Funds are considered separate entities under
the IRC for purposes of Section 382.

                         The Stipulation

As a result, Owens Corning and the Glenview Funds stipulate that
Owens Corning will request the Internal Revenue Service to issue
a private ruling determining that none of the Glenview Funds, or
any combination of the Glenview Funds, is a "5% shareholder"
under Section 382.  The Glenview Funds agree to assist and
cooperate with Owens Corning.

In the event that Owens Corning does not obtain a private letter
ruling, the Glenview Funds will "unwind" their acquisition of
Owens Corning Stock above the 4.75% threshold in a manner
reasonably acceptable to Owens Corning.

Any profits realized from the Glenview Fund's potential violation
of the Court Orders will be held in escrow.

Judge Fitzgerald approves the parties' stipulation.

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. 108;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARKVIEW CONDOMINIUMS: Case Summary & 3 Largest Creditors
---------------------------------------------------------
Debtor: Parkview Condominiums, LLC
        N71 West 39919 Lang Drive
        Oconomowoc, Wisconsin 53066

Bankruptcy Case No.: 05-14114

Chapter 11 Petition Date: May 23, 2005

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Melvyn L. Hoffman, Esq.
                  Hoffman Law Firm, S.C.
                  312 South 3rd Street, Suite A
                  P.O. Box 1503
                  La Crosse, Wisconsin 54602-1503
                  Tel: (608) 782-8098

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Edward Heterbrueg             Jugment                   $601,346
6189 Division Road
West Bend, WI 53095

Alliant Energy                Security Agreement         $23,000
222 W. Washington Ave.        Value of security:
Madison, WI 53701-0192        $10,000


Whyte, Hirschboeck Dudeck SC                             $14,617
555 East Wells Street,
Suite 1900
Milwaukee, WI 53202-3819


PENINSULA HOLDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Peninsula Holding Company LLC
        1916 Pike Place, Suite 12
        Seattle, Washington 98101

Bankruptcy Case No.: 05-16571

Type of Business: The Debtor develops raw land projects in
                  Shelton, Washington.

Chapter 11 Petition Date: May 19, 2005

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Charles A. Johnson, Jr., Esq.
                  Law Offices of Charlie Johnson
                  5413 Meridian Avenue North #A
                  Seattle, Washington 98103-6138
                  Tel: (206) 632-8980

Total Assets: $42,900,000

Total Debts:  $31,432,554

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Jerry Ivey                    Loans to Business       $3,000,000
2125 First Avenue, #3002
Seattle, WA 98121

Don Schumsky                  Loans to Business       $2,350,000
423 Airport Way
Renton, WA 98055

Lann LLC                      Option Agreement        $1,680,000
c/o James P. Davis
1200 - 112th Northeast ,
Suite C110
Bellevue, WA 980043737

Omni Financial                Loans to Business       $1,018,736
Seattle, WA

Patrick Dixon                 Loans to Business         $750,000
Honolulu, HI

Jerry Fiorito                 Loans to Business         $675,458
16225 39th Avenue Northeast
Seattle, WA 98155

Paradigm Financial            Loans to Business         $425,000
c/o Mark Sizemore
7900 SE 28th Street, Suite 550
Mercer Island, WA 98040

Jeanne Fiorito                Loans to Business         $325,000
16225 39th Avenue Northeast
Seattle, WA 98155

Harold Strand Bellevue        Loans to Business         $250,000

Charles Heffron               Loans to Business         $235,210
Bothell, WA 98011

Robert Kelley                 Loans to Business         $221,050
Bellevue, WA 98004

Emmett Lenihan                Loans to Business         $197,400
c/o Marvel Workman
11429 120th Street
Kirkland, WA 98034

Marvel Workman                Loans to Business         $192,700
11429 120th Street
Kirkland, WA 98034

Dale                          Loans to Business         $180,000
Rasmussen/Rembrandt LLC
22614 66th Avenue South
Kent, WA 98032

Betts, Patterson & Mines, PS  Legal Services            $150,000
One Convention Place,
Suite 1400
701 Pike Street
Seattle, WA 981013927

Clayton Tom                   Loans to Business         $150,000
1014 Akala Lane
Honolulu, HI 96814

Dennis Kimura                 Loans to Business         $125,000
c/o Clayton Tom
1014 Akala Lane
Honolulu, HI 96814

Dexter Sato                   Loans to Business         $125,000
c/o Clayton Tom
1014 Akala Lane
Honolulu, HI 96814

Ron Kostanich                 Loan to Business          $120,000
Anacortes, WA

Riddell Williams              Legal Services            $100,000
1001 4th Avenue, Suite 4500
Seattle, WA 981541065


PETCO ANIMAL: Form 10-K Filing Delay Cues Nasdaq Delisting Notice
-----------------------------------------------------------------
PETCO Animal Supplies, Inc. (Nasdaq: PETCE) reported that on May
19, 2005, the Company received notice from The Nasdaq Stock
Market, Inc. Listing Qualifications Staff that the Company's
securities are subject to potential delisting as of May 31, 2005
due to the Company's failure to file its annual report on Form 10-
K for the fiscal year ended January 29, 2005 on a timely basis.

On April 29, 2005, the Company had previously announced a delay in
the filing of its 2004 Form 10-K pending the completion of its
internal review, first announced on April 15, 2005, into errors
involving the under-accrual of expenses in the Company's
Distribution Operation.  The Company expects to file its 2004 Form
10-K within the next couple of weeks.

Because of this delay, the Company is not in compliance with
NASDAQ Marketplace Rule 4310(c)(14), which requires the timely
filing with NASDAQ of all reports and other documents filed or
required to be filed with the SEC.  Also, as a result of the
filing delinquency, NASDAQ changed the Company's trading symbol
for its securities from "PETC" to "PETCE" at the opening of
business on May 23, 2005.

The Company plans to request a hearing before a NASDAQ Listing
Qualifications Panel to review the Staff determination and request
continued listing on NASDAQ until the Company files its 2004 Form
10-K.  In its notification letter, the NASDAQ staff informed the
Company that this request will result in a postponement of the
delisting pending the Panel's decision.  However, the Company can
provide no assurance that the Panel will grant its request for
continued listing.


                      About the Company

PETCO Animal Supplies, Inc., is a leading specialty retailer of
premium pet food, supplies and services.  PETCO's vision is to
best promote, through its people, the highest level of well being
for companion animals, and to support the human-animal bond.
PETCO generated net sales of more than $1.8 billion in fiscal
2004.  It operates over 730 stores in 47 states and the District
of Columbia, as well as a leading destination for on-line pet food
and supplies at http://www.petco.com/Since its inception in 1999,
The PETCO Foundation, PETCO's non-profit organization, has raised
more than $23 million in support of more than 2,700 non-profit
grassroots animal welfare organizations around the nation.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service upgraded the long-term debt ratings of
Petco Animal Supplies, Inc.  Moody's said the outlook is stable.
The upgrade reflects the company's continued solid operating
performance, which has led to a sustained improvement in its
financial metrics, which support a higher rating category.

The ratings are upgraded are:

   * Senior implied to Ba2 from Ba3;
   * Issuer rating to Ba3 from B1;
   * Senior subordinated notes to B1 from B2.

The rating withdrawn is:

   * $215.4 million senior secured credit facilities.


PETRO STOPPING: March 31 Balance Sheet Upside-Down by $21 Million
-----------------------------------------------------------------
Petro Stopping Centers, L.P. reported its operating results for
the first quarter ended March 31, 2005.

Revenue for the first quarter 2005 of $361.2 million was $75.1
million, or 26.2%, higher than the same period in 2004, with
comparable unit revenues increasing $70.3 million, or 24.6%.  A
Petro Stopping Center is considered a comparable unit in 2005 if
it was operated 12 months in 2004.  The increase in revenue was
driven primarily by a 29.4% increase in the average retail selling
price per fuel gallon and increased fuel gallons sold, as well as
improved non-fuel sales and the addition of three sites.  Net
income of $781,000 was $8.4 million higher than the same period in
2004 which included $7.0 million in debt retirement and
restructuring costs.  Compared to the same period last year,
EBITDA increased $1.8 million, or 20.4%, to $10.5 million.  The
three truck stops, which opened at the end of the first quarter of
2005, added a nominal amount to EBITDA.  No provision for income
taxes is reflected in the Company's consolidated financial
statements because of its organization as a partnership.

                          Conference Call

Jim Cardwell, President and Chief Operating Officer, and Edward
Escudero, Chief Financial Officer and Treasurer, will host a
conference call on Thursday, May 26, 2005 at 10:00 a.m. eastern
time to discuss earnings results. The phone number to access the
conference call is 888-428-4474.

                         About the Company

Petro Stopping Centers, L.P. is a leading owner and operator of
large, multi-service truck stops.  Since it opened its first Petro
Stopping Center in 1975, our nationwide network has grown to 62
facilities located in 31 states.  Of these locations, 40 are
company-operated and 22 are franchised.  Its facilities are
situated at convenient locations with easy highway access and
target the unique needs of professional truck drivers.  Petro
Stopping Centers offer a broad range of products, services, and
amenities, including diesel fuel, gasoline, home-style Iron
Skillet(R) restaurants, Petro:Lube(R) truck maintenance and repair
services, and travel and convenience stores.

At Mar. 31, 2005, Petro Stopping Centers, L.P.'s balance sheet
showed a $21,037,000 partners' deficit, compared to a $18,277,000
deficit at Dec. 31, 2004.


PURADYN FILTER: March 31 Balance Sheet Upside-Down by $3.9 Mil.
---------------------------------------------------------------
puraDYN Filter Technologies Incorporated (AMEX:PFT) reported
results of operations for the first fiscal quarter ended March 31,
2005.

Net sales for the first quarter ended March 31, 2005 were
approximately $598,000 compared to approximately $613,000 for the
same period in 2004, a decrease of approximately 3%.

The Company reported a net loss of approximately $822,000, for the
quarter ended March 31, 2005, compared to a net loss of
approximately $1.16 million, for the same period in 2004.

Kevin G. Kroger, President and COO, said, "Although sales in the
first two months of 2005 started slower than anticipated, strong
sales in March demonstrated a positive growth trend which we
believe is encouraging for the remainder of 2005.  In addition, we
continue to streamline operating expenses and reduce cash burn as
strategic methods of enhancing our operating efficiency to better
address liquidity needs.  Key aspects of this plan are
organizational changes, personnel reduction and a reduction and/or
deferral of salaries."

"Our efforts to date are successfully evidenced by our decrease of
approximately $75,000 or 9% in selling, general and administrative
expenses in the first quarter compared to the comparable quarter
in 2004.  We have also realized a decrease in cost of sales again
this quarter, due to savings in raw material sourcing during the
first quarter of 2005 of approximately $14,000 or 2% over the
fourth quarter of 2004.  Further efforts are being implemented to
increase savings even more.  We have been able to accomplish these
savings without sacrificing quality or service to our customers."

Joseph V. Vittoria, Chairman, commented, "As mentioned in an
earlier release, the Company is in the process of aggressively
seeking to raise capital and is exploring financing availability
and options with investment bankers, funds, private sources,
members of management and existing stockholders."

                       About the Company

puraDYN Filter Technologies, Inc., (AMEX:PFT) designs,
manufactures and markets the puraDYN(R) Bypass Oil Filtration
System, the most effective filtration product on the market today.
It continuously cleans lubricating oil and maintains oil viscosity
to safely and significantly extend oil change intervals and engine
life.  Effective for internal combustion engines, transmissions
and hydraulic applications, the Company's patented and proprietary
system is a cost-effective and energy-conscious solution targeting
an annual $13 billion potential industry.  The Company has
established aftermarket programs with several of the
transportation industry leaders such as Volvo Trucks NA, Mack
Trucks, PACCAR; a strategic alliance with Honeywell Consumer
Products Group, producers of FRAM(R) filtration products; and
continues to market to major commercial fleets.  puraDYN(R)
equipment has been certified as a 'Pollution Prevention
Technology' by the California Environmental Protection Agency and
was selected as the manufacturer used by the US Department of
Energy in a three-year evaluation to research and analyze
performance, benefits and cost analysis of bypass oil filtration
technology.

At Mar. 31, 2005, puraDYN Filter Technologies, Inc.'s balance
sheet showed a $3,943,382 stockholders' deficit, compared to a
$3,127,358 deficit at Dec. 31, 2004.


QWEST COMMS: Won't Re-Enter Bidding War Unless MCI Dumps Verizon
----------------------------------------------------------------
The Financial Times reported that Qwest Communications
International, Inc., does not intend to revive its $9.75 billion
offer to acquire MCI, Inc., unless MCI shareholders unanimously
vote against Verizon's $8.75 billion bid.

"We have no plans to do anything further," Qwest told Aline van
Duyn of The Financial Times.  "If shareholders vote the Verizon
deal down, we would then consider our options."

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services. With more than 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 Dec. 31, 2004, Qwest Communications' balance sheet showed a
$2,612,000,000 stockholders' deficit, compared to a $1,016,000,00
deficit at Dec. 31, 2003.


RELIANCE FINANCIAL: Liquidator Wants to Withdraw Stay Request
-------------------------------------------------------------
In December 2003, Lexington Insurance Company initiated a
cut-through proceedings to receive direct payment of reinsurance
proceeds derived from a reinsurance agreement with Reliance
Insurance Company.  M. Diane Koken, Insurance Commissioner of the
Commonwealth of Pennsylvania, as Statutory Liquidator of RIC,
responded.

On April 8, 2004, the Commonwealth Court of Pennsylvania assigned
Edward S. Finkelstein, Esq., as Referee, to hear Lexington's
request and issue a report and recommendation.  On July 28, 2004,
the Liquidator asked the Commonwealth Court to stay the cut-
through proceedings until the Pennsylvania Supreme Court reached a
decision on appeals related to the Lexington cut-through request.
Lexington opposed the Liquidator's stay request and the matter was
litigated back and forth for several months in the Commonwealth
Court, Deborah F. Cohen, Esq., at Pepper Hamilton, in
Philadelphia, Pennsylvania, relates.

The Lexington cut-through proceedings are currently active as
Referee Finkelstein has not yet reached a conclusion.  However,
Referee Finkelstein has informed the parties that the matter is
nearing a conclusion.  As a result, the Liquidator wants to
withdraw her request to stay the cut-through proceedings.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of
Reliance Financial Services Corporation. Reliance Financial, in
turn, owns 100% of Reliance Insurance Company. The holding and
intermediate finance companies filed for chapter 11 protection on
June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403) listing
$12,598,054,000 in assets and $12,877,472,000 in debts. The
insurance unit is being liquidated by the Insurance Commissioner
of the Commonwealth of Pennsylvania.  The Court confirmed the
Creditors' Committee's Plan of Reorganization on Jan. 25, 2005.
(Reliance Bankruptcy News, Issue No. 74; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ROSLYN TORAH FOUNDATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Roslyn Torah Foundation
        2 Shelter Road Road
        Roslyn, New York 11576

Bankruptcy Case No.: 05-83632

Type of Business: The Debtor operates a Jewish synagogue.

Chapter 11 Petition Date: May 24, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Floyd G. Grossman, Esq.
                  Dollinger Gonski & Grossman
                  One Old Country Road
                  Carle Place, New York 11514
                  Tel: (516) 747-1010
                  Fax: (516) 747-2494

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SOLUTIA INC: Balance Sheet Upside-Down by $1.43 Bil. at March 31
----------------------------------------------------------------
Solutia, Inc., files its financial statements for the first
quarter to the Securities and Exchange Commission

Solutia benefited in the first quarter 2005 from several actions
implemented during 2004 designed to enhance its performance.
These included:

   (1) implementing significant general and administrative expense
       reductions;

   (2) using more performance-based compensation and benefits
       programs;

   (3) initiating a cost reduction program at Solutia's operating
       sites focused on actions such as lean manufacturing
       techniques, yield improvement, maintenance savings and
       utilities optimization; and

   (4) implementing an enterprise-wide procurement effort.

In addition, Solutia continued to use the tools of bankruptcy to
renegotiate or reject numerous contracts in the first quarter 2005
which will provide future savings to Solutia.  Solutia also
settled several significant pre-petition claims during the first
quarter 2005.

The $89 million, or 14%, increase in net sales as compared to the
first quarter 2004 was primarily a result of higher average
selling prices of approximately 14 percent and favorable currency
exchange rate fluctuations of approximately 1 percent, partially
offset by lower sales volumes of approximately 1 percent.  The
$37 million increase in operating income as compared to the first
quarter 2004 resulted from higher net sales, controlled spending,
favorable manufacturing variances and lower charges.  Partially
offsetting these items were higher raw material and energy costs
experienced in the first quarter 2005 as compared to the first
quarter 2004.

                             Outlook

Solutia's financial performance in the first quarter 2005 was
significantly improved in comparison to 2004 due to enacting its
previously announced price increases and benefiting from higher
capacity utilization, cost reduction actions and portfolio
changes.  Solutia expects to experience throughout 2005 the
benefit of the cost reduction measures taken in the second half of
2004 and believes these actions will allow Solutia to improve its
financial performance.  Furthermore, Solutia will continue to
strive to minimize the impact of escalating raw material and
energy costs on its performance through price increases and other
business optimization practices.  However, it is uncertain that
the same level of financial performance experienced in the first
quarter can be sustained for the remainder of 2005 as a result of
expected significant volatility of raw material and energy costs
for the duration of 2005.

As a result of the numerous uncertainties and complexities
inherent in Solutia's bankruptcy proceedings, Solutia's ability to
emerge and timing of emergence from bankruptcy are subject to
significant uncertainty.

A full-text copy of Solutia, Inc.'s Form 10-Q Report is available
for free at:


http://www.sec.gov/Archives/edgar/data/1043382/000106880005000287/sol10q.txt

                             Solutia, Inc.
                Condensed Consolidated Balance Sheet
                        As of March 31, 2005
                             (Unaudited)

                              ASSETS


Current Assets:
     Cash and cash equivalents                       $66,000,000
     Trade receivables, net                          297,000,000
     Miscellaneous receivables                        80,000,000
     Inventories                                     263,000,000
     Prepaid expenses and other assets                34,000,000
                                                  --------------
Total current assets                                 740,000,000


Property, plant and equipment, net                   822,000,000
Investments in affiliates                            180,000,000
Goodwill                                              76,000,000
Identified intangible assets, net                     37,000,000
Other assets                                         144,000,000
                                                  --------------
TOTAL ASSETS                                      $1,999,000,000
                                                  ==============


               LIABILITIES AND SHAREHOLDERS' DEFICIT


Current liabilities:
     Accounts payable                               $193,000,000
     Accrued liabilities                             209,000,000
     Short-term debt                                 320,000,000
                                                  --------------
Total current liabilities                            722,000,000
Long-term debt                                       270,000,000
Other liabilities                                    262,000,000
                                                  --------------
Total liabilities not subject to compromise        1,254,000,000

Liabilities subject to compromise                  2,173,000,000

Total shareholders' deficit                       (1,428,000,000)
                                                  --------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT       $1,999,000,000
                                                  ==============


                            Solutia, Inc.
           Condensed Consolidated Statement of Operations
                  Three Months Ended March 31, 2005

Net sales                                           $733,000,000
Cost of goods sold                                   626,000,000
                                                  --------------
Gross profit                                         107,000,000


Marketing expenses                                    33,000,000
Administrative expenses                               24,000,000
Technological expenses                                11,000,000
Amortization expense                                           -
                                                  --------------
Operating income                                      39,000,000

Equity earnings (loss) from affiliates                14,000,000
Interest expense                                     (22,000,000)
Other income, net                                      2,000,000
Loss on debt modification                                      -
Reorganization items, net                             (5,000,000)
                                                  --------------
Loss before income tax expense (benefit)              28,000,000
Income tax expense (benefit)                           7,000,000
                                                  --------------
     NET INCOME (LOSS)                               $21,000,000
                                                  ==============


                            Solutia, Inc.
           Condensed Consolidated Statement of Cash Flows
                  Three Months Ended March 31, 2005

Increase (decrease) in cash and cash equivalents
Operating Activities:
Net income (loss)                                    $21,000,000
Adjustments to reconcile to Cash From Operations:
     Depreciation and amortization                    30,000,000
     Loss from discontinued operations, net of tax             -
     Amortization of deferred credits                 (2,000,000)
     Other, net                                                -
     Changes in assets and liabilities:
        Income and deferred taxes                    (13,000,000)
        Trade receivables                            (11,000,000)
        Inventories                                  (24,000,000)
        Accounts payable                              (5,000,000)
        Liabilities subject to compromise            (14,000,000)
        Other assets and liabilities                 (52,000,000)
                                                  --------------
Cash used in operating activities                    (70,000,000)

Investing activities:
Property, plant and equipment purchases              (14,000,000)
Other investing activities                                     -
                                                  --------------
Cash provided by (used in) investing activities      (14,000,000)
                                                  --------------
Financing activities:
Net change in short-term debt obligations             20,000,000
Proceeds from long-term debt obligations                       -
Net change in cash collateralized letters of credit   15,000,000
Other financing activities                                     -
                                                  --------------
Cash provided by (used in) financing activities       35,000,000
                                                  --------------
Increase (Decrease) in cash and cash equivalents     (49,000,000)

Cash and cash equivalents:
Beginning of year                                    115,000,000
                                                  --------------
End of period                                        $66,000,000
                                                  ==============

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


SOLUTIA INC: Blue Tree Settling Environmental Issues for $1.62M
---------------------------------------------------------------
The Department of Justice brought a lawsuit, on behalf of the
United States, against Solutia, Inc., Pharmacia Corporation,
Mobil Oil Corporation, Cerro Copper Products Co., Harold W.
Wiese, and Paul Sauget pursuant to Section 107 of the
Comprehensive Environmental Response, Compensation and Liability
Act for the recovery of costs allegedly incurred by the United
States in responding to an alleged release or threat of release
of alleged hazardous substances at certain sites known as the
Sauget Area 1 Sites.

On May 4, 2000, Solutia and Pharmacia was granted leave to file
an amended joint cross-claim, counter cross-claim, and
counterclaim.  Pursuant to Rule 13(c) of the Federal Rules of
Civil Procedure, the counterclaim expanded the Lawsuit beyond the
United States' original allegations to include Solutia's claims
for costs incurred or to be incurred in remediating the SA1
Sites.

Pursuant to Civil Rule 13(h), American Zinc Company, predecessor-
in-interest to Blue Tee Corporation, was named as a cross-claim
defendant in the Lawsuit.  On January 31, 2001, Solutia and
Pharmacia was granted leave to file a second amended joint cross-
claim and counterclaim against, among other parties, Blue Tee.
The initial claim amount asserted by Solutia and Pharmacia
against Blue Tee was $3.4 million.

After extensive negotiations, Solutia, Pharmacia, and Blue Tee
entered into a stipulation, pursuant to which Blue Tee agreed to
pay Solutia and Pharmacia $1,625,000 pursuant to instructions
received from Solutia and Pharmacia's joint settlement counsel,
Husch & Eppenberger, LLC, or otherwise from Solutia and Pharmacia
jointly.  The parties will exchange mutual releases.

Upon direct payment to third party contractors by, or on behalf
of, Solutia or Pharmacia of more than $7 million in relevant
landfill excavation costs, and upon certain conditions precedent,
the releases will no longer include claims for contribution under
CERCLA for amounts paid in excess of $3 million for relevant
landfill excavation costs.

Solutia believes that the Proposed Settlement represents a fair
resolution of the environmental claims.

Parties-in-interest have until May 30, 2005, to file any
objections to the Proposed Settlement.  If no Objections are
properly asserted, the Debtors will be authorized, without
further notice and without further Bankruptcy Court approval, to
consummate the Proposed Settlement in accordance with the terms
and conditions of the Proposed Settlement.

All negotiations related to the Proposed Settlement were
conducted by the parties, each represented by their own counsel,
in an adversarial setting that was arm's length in nature.

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


SOLUTIA INC: Creditors Transfer 159 Claims to Liquidity Solutions
-----------------------------------------------------------------
From July 28, 2004, to April 19, 2005, the Clerk of the
Bankruptcy Court recorded 159 claim transfers to Liquidity
Solutions, Inc., doing business as Revenue Management in the
chapter 11 cases of Solutia, Inc., and its debtor-affiliates:

        Transferor                             Claim Amount
        ----------                             ------------
        A & M Service, Inc.                       $3,200
        A & A Millwright & Rigger Services         1,289
        A.I.M. Products                           11,901
        AAlarm Fire Co.                            2,665
        Air-Flo, Inc.                              1,194
        Airmatic Inc.                              1,583
        AIS Communications Limited                 1,468
        Alabama Fluid System Techno                8,691
        Alan P Fauteux                             4,906
        Als Asphalt Paving Co.                     2,500
        Alsco Inc.                                 3,669
        Alvin Chemical, Inc.                       4,315
        Amerex Industries, Inc.                    4,251
        American Heating Co.                       2,817
        American High Performance Seal             1,076
        Amware Express, LLC                          459
        Andress Engineering Associates, Inc.      36,822
        Archway Elevator Inc.                      5,436
        Argus Steel Products Inc.                  1,803
        Atlantic Contracting & Specialties Inc.   79,659
        Atlantic Sts Inc.                          5,888
        AWC Inc.                                   9,116
        B W C Technologies Inc.                   22,090
        Bassett Office Supply                      1,275
        Bay State Elevator Company Inc.           16,028
        Beaed Corp.                                3,199
        Bearing Headquarters Co.                   1,828
        Best Equipment Pumpworks                   5,800
        Boyetts Portable Restrooms & Vacuum        1,092
        Brookfield Engineering Labs Inc.           7,471
        Carolina Handling LLC                     10,115
        Coen Co.  Inc.                             1,958
        Collins Pipe & Supply Co.  Inc.           50,067
        Color Spectrum Inc.                        1,218
        Color-Art Inc.                            14,032
        Communications Engineering Services Inc.   3,096
        Container Company of Carolina             25,960
        Continental Valve & Fitting LLC            4,631
        Cornerstone Engineering                   19,169
        Cronin-Cook & Associates Inc.              1,022
        CTA Inc.                                   5,279
        De Dietrich Process Systems Inc.          22,141
        Dean D Baker & Mary L Baker               12,123
        Dixie Engineering Co. Inc.                 6,343
        Drinker Biddle & Reath LLP                 6,024
        Drive Systems Inc.                         6,920
        Dystar LP                                 48,010
        E C Bridges                                4,635
        E J Brooks Co.                             2,640
        Eastman Fire Protection Co.                3,306
        E-B Display Co. Inc.                       4,573
        Ecology & Environment Inc.                 3,242
        Equipment, Inc.                            2,145
        E-Recruiting Assoc                        12,500
        Eta Associates Inc.                        3,368
        F I B C Recycling Inc.                    45,599
        F L Roberts & Co. Inc.                     5,887
        FEP                                       11,963
        Fiberdyne Labs Inc.                        1,703
        Fleishman-Hillard Inc.                    95,643
        Flute's Sheet Metal                        1,165
        Gallagher Fluid Seals Inc.                 2,005
        Geoffrey Morgan Mckinsey & Co. Inc.       20,000
        Gerald A Teel Co.                          5,000
        GFS Chemicals Inc.                         1,030
        Good Technology                           11,396
        Greatland Equipment & Svc Co.              2,783
        GTS Energy Inc.                            1,067
        Hajoca Corporation                         8,565
        Harby Junior High                          1,000
        High Point Pneumatics                      2,536
        Hydrovac Svcs Inc.                         6,666
        Ika-Works Inc.                             5,143
        Independent Fence & Iron Works Inc.        6,037
        Indusco Ltd                                9,099
        Industrial Containers Svcs FL LLC          3,181
        Industrial Protection Svcs LLC             3,295
        Industrial Steel & Boiler Svcs Inc.        1,472
        Industrial Supply Corp                     1,840
        Innovative Enterprises Inc.                1,914
        Interconex Inc.                           17,153
        Intertek Testing Svcs                     23,367
        ITW Cargosafe                              5,091
        J M S Southeast Inc.                      10,146
        JLT Risk Solutions LTD                    16,096
        John Holt Quality Home Products LLC        1,154
        John Zink Co. LLC                          5,561
        Johnson Packings & Industrial Prod Inc.    3,483
        K&J Supply                                 5,043
        Kraus & Weisert                           34,083
        K-Tek Corp                                 9,890
        L C Clark Publishing Co. Inc.             19,992
        Lathrop & Gage LC                        151,401
        Lenmar Chemical Corp                      17,145
        Lewis Rice & Fingersh                     12,850
        Lubrizon Foam Control Additives            1,015
        M & M Sales & Svc Inc.                     7,020
        M A Olson Co. Inc.                        14,135
        M&M Machine Co. Inc.                       2,874
        McGuffy Industries Inc.                    1,050
        Ming Fai Trading Co.                       3,072
        Mitchell-Bissell                           3,368
        Monroe Sales Co. Inc.                      3,048
        Moody-Price Inc.                           4,398
        National Court Reporting                   2,228
        Nelson Service Group Inc.                 13,790
        Nestle Waters North America                1,310
        New England Communications Systems Inc.    3,773
        New England Communications Systems Inc.    4,785
        Newell Porcelain Co. Inc.                  4,211
        Northeast Controls Inc.                   18,489
        Offshore Inland                            9,500
        Oklahoma Safety Equipment Co.              3,436
        Palmer Auto Parts Inc.                     2,179
        Pensacola Bolt Inc.                       19,562
        Pettey Machine Works Inc.                  2,304
        Porter Capital Corp                        3,575
        Powerhouse Technology Inc.                 1,354
        Prime Industries                           3,594
        Quality Office & Printing Supply Inc.      2,736
        R E Merrill & Associates Inc.              2,897
        Rayco Safety Inc.                          2,146
        Rite-Weight Inc.                           4,399
        Roe Cassidy Coates & Price PA              1,302
        Safe-T-Cut Inc.                            2,300
        Scarrit Law Group                          1,575
        Schutte & Koerting LLC                     7,013
        Scotty Moore Builders & Remolding          1,800
        Shealy Electric Wholesalers Inc.           1,972
        Siegling America Inc., CMC                 3,577
        Signode Corp                              41,218
        Signode Corp                              48,128
        Signode Svc Parts                          8,492
        Silco Inc.                                 2,557
        Southern Waste Svcs Inc.                   1,471
        Sprinter Svcs Inc.                         2,750
        Stebbins Engineering & NFG Co.           167,787
        Strata Services Inc.                      79,894
        Texas City Armature Works Inc.            10,129
        Thibado, Inc.                              7,019
        Tol-Co. Inc.                              45,730
        Transbulk Systems Inc.                    17,314
        Transcat Inc.                              5,277
        Trilla Nesco Corp                         18,667
        Trinova Inc.                               1,245
        TTG Sys Inc.                               3,465
        United ISD                                 6,875
        United Power Svcs Inc.                     2,825
        Universal Packaging Inc.                  12,814
        Unlimited Water Processing Inc.            1,216
        USA Waste of Virginia Inc.                 1,214
        Valco Instruments Co. Inc.                 1,800
        Vanton Pump & Equip Corp                   1,229
        Varian Instrument Group                    2,489
        Venture Tech Groups Inc.                   1,701
        Vibralign Inc.                             2,385
        Vision Products Inc.                       2,962
        Warren Hollow Metal Doors & Frames Inc.    1,922
        Woods, Rogers & Hazel Grove                2,085

Liquidity Solutions also transferred certain claims to other
parties, including:

        Transferee                             Claim Amount
        ----------                             ------------
        A & M service, Inc.                       $3,200
        Alarm fire Co.                             2,665
        Alvin Chemical, Inc.                       4,342
        Amware Express, LLC                          459
        Conceptual Product Technologies LLC        5,466
        Cornerstone Engineering                   34,989
        D & B Lawn Service                         1,798
        Dean D. Baker & Mary L. Baker             12,123
        E-recruiting Assoc.                       12,500
        GTS Energy Inc.                            1,067
        ITW Cargosafe                              5,091
        John Holt Quality Home Products LLC        1,154
        Monroe Sales Co. Inc.                      3,048
        Moody-Price Inc.                           4,398
        New England Communications Systems Inc.    3,773
        Quality Office & Printing Supply Inc.      2,736

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


SONITROL CORPORATION: Moody's Rates Proposed $135M Facility at B2
-----------------------------------------------------------------
Moody's Investors Service assigned to Sonitrol Corporation a B2
rating on its proposed $135 million senior secured credit
facility, a B2 senior implied rating and a stable outlook.  The
ratings reflect:

   * the company's relatively small revenue base;
   * significant leverage;
   * an active acquisition strategy;
   * substantial capital expenditure requirements;
   * recurring revenues;
   * differentiated high end product technology;
   * a diverse customer base; and
   * high customer switching costs.

Moody's assigned these ratings:

   * $40 million senior secured revolving credit facility
     due 2010, rated B2;

   * $95 million senior secured term loan facility due 2010,
     rated B2.

   * Senior Implied, rated B2;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

The proceeds from the proposed $95 million senior secured term
loan are expected to be used to:

   * refinance existing senior secured indebtedness;
   * pay a dividend to the company's sponsors;
   * pay related fees and expenses; and
   * for working capital purposes.

The revolver is expected to be undrawn at closing.

Sonitrol is one of many companies in the highly fragmented and
competitive commercial electronic security industry and a fraction
of the size of the industry leader, ADT Security Services, Inc., a
division of Tyco International Ltd.  The company's revenue base is
relatively small, with revenues of $73.1 million for the twelve
month period ended March 31, 2005.

Sonitrol provides verified electronic security systems and
services to commercial enterprises.  These systems are generally
sold pursuant to long term contracts and at higher price points
than most commercial alarm systems.  Capital expenditure
requirements have been substantial, ranging from about 15%-18% of
revenues.  Although the company's differentiated product
technology increases switching costs, customer attrition rates
have been in the range of 8%-11% range over the last two years,
with a significant improvement reported in the last year.  Since
the company derives the majority of its revenues from its
specialized technology, the company is exposed to the risk that an
alternative technology offered by a competitor could increase
customer attrition rates, limit growth potential and pressure
margins.

The ratings also reflect the company's aggressive growth strategy.
The company plans to expand the business by increasing the size of
its sales force, increasing capital expenditures and acquiring
franchisees.  The company is expected to need to rely heavily on
its revolver to fund its acquisition strategy.

The ratings are supported by the company's large base of high
margin recurring monitoring revenues, a diverse customer base and
a large franchise network.  The company operates 50 company-owned
territories and two central monitoring locations and maintains a
national presence through 137 franchised territories operated by
81 independent franchisees.  Together with its franchisees,
Sonitrol's network encompasses 125,000 customer sites and
$11 million in recurring monthly monitoring revenue.

The stable ratings outlook anticipates moderate organic revenue
growth and flat profitability over the next year.  Cash flow from
operations and revolver borrowings are expected to be utilized to
fund the company's growth strategy.

The ratings could be upgraded if stronger than expected sales
growth, margin improvement or reduced attrition rates leads to
sustainable free cash flow to debt in the range of 8%-10%.

The ratings could be downgraded if free cash flow generation is
pressured due to:

   * rising attrition rates;

   * declining margins on new installations;

   * lack of sales growth to match the expected increase in cost
     structure;  or

   * the unsuccessful integration of franchise acquisitions.

The B2 rating assigned to the proposed senior credit facility,
notched at the senior implied level, reflects a first priority
security interest in all the tangible and intangible assets of
Sonitrol and its domestic subsidiaries including a pledge of 100%
of the capital stock of domestic subsidiaries.  The term loan
amortizes at a rate of 1% year for the first four years with the
balance payable in year five.  The credit facility has an excess
cash flow sweep, initially set at 75%, with a step down to 50% if
the company's leverage ratio declines to less than 3.25 to 1.
Availability under the revolver is expected to be about
$25 million at closing based on expected levels of financial
covenants.

Free cash flow to debt for the LTM period ending March 31, 2005 on
a pro forma basis for the proposed credit facility was about 6%
and is expected to be in the 4% to 6% range in 2005.  Pro forma
for the refinancing at March 31, 2005, total debt to revenues was
1.3 times.

Sonitrol Corporation, headquartered in Berwyn, Pennsylvania,
provides verified electronic security systems and services to
commercial enterprises.  Sonitrol has been a portfolio company of
Spire Capital, Wachovia Capital Partners and The Carlyle Group
since March 2004 when the sponsors acquired the company from Tyco
International Ltd.  Revenues for LTM period ended March 31, 2005
were about $73 million.


SPIEGEL INC: Eddie Bauer Names New Board of Directors
-----------------------------------------------------
A board of directors has been named for Eddie Bauer Holdings,
Inc., the corporation to be established as the new parent company
of the premium retailer Eddie Bauer upon the company's emergence
from Chapter 11 reorganization.  The announcement was made
following the motion identifying the board filed with the U.S.
Bankruptcy Court on May 20, 2005.

The nine-member board includes experts in management, finance,
merchandising, marketing, human resources and communications with
a combined total of more than 200 years of professional experience
and more than 75 years in corporate governance.  William End,
former chairman and chief executive officer of Cornerstone Brands,
Inc., will serve as chairman of the board.

"This is a world class board with extensive global expertise in
retail, as well as corporate governance.  The depth of knowledge,
skill and talent amongst the individuals in this group will be
tremendous assets for Eddie Bauer Holdings, Inc," said Fabian
Mansson, president and chief executive officer for Eddie Bauer.
"Additionally, we believe the excitement and commitment of these
seasoned professionals is further testament to the strength of the
Eddie Bauer business and brand."

The Eddie Bauer Holdings, Inc. board of directors includes:

    -- John C. Brouillard, 57, chief administrative and chief
       financial officer, H.E. Butt Grocery Company, one of Texas'
       largest private companies and a major food retailer in
       South and Central Texas.  He is also a director of H.E.
       Butt Grocery Company and Advance Auto Parts, Inc
       (NYSE: AAP).

    -- William Thomas End (chairman), 57, former chairman and
       chief executive officer, Cornerstone Brands, Inc., a
       privately held company for catalog operators selling home
       and leisure goods and casual apparel.  He was also
       president and chief executive officer of Land's End, Inc.
       and is a director of IDEXX Laboratories (Nasdaq: IDXX).

    -- Howard Gross, 62, former chief executive officer, Hub
       Distributing, Millers Outposts, Levi's Outlet Stores,
       divisions of American Retail Group, Inc.  He was also
       president and chief executive officer of Limited Stores and
       Victoria's Secrets Stores and is a director of Glimcher
       Realty Trust.

    -- Paul E. Kirincic, 54, executive vice president, human
       resources, communications and corporate marketing, McKesson
       Corporation (NYSE: MCK), the largest pharmaceuticals
       distributor in the United States.

    -- Fabian Mansson, 40, president and chief executive officer,
       Eddie Bauer.  Former chief executive officer of H&M (Hennes
       & Mauritz AB), one of Europe's largest and most successful
       fashion retail chains with more than 1000 stores worldwide.

    -- Kenneth M. Reiss, 62, former managing partner of the New
       York Office, assurance and advisory practice, of Ernst &
       Young, LLP, one of the world's largest accounting firms.
       He was the coordinating partner in charge of Staples and
       Toys "R" Us engagements.  He is also a director of Guitar
       Center, Inc (Nasdaq: GTRC) and Wet Seal, Inc. (Nasdaq:
       WTSLA).

    -- Laurie M. Shahon, 53, president and founder, Wilton Capital
       Group, a company she founded to make private direct
       investments in venture capital companies and medium sized
       buyouts, which focuses on retailing and consumer products,
       among other industries.  She is also a director of The
       Bombay Company, Inc. (NYSE: BBA) and Kitty Hawk, Inc.
       (Amex: KHK).

    -- Edward M. Straw, 66, vice admiral, US Navy (retired) and
       former president, global operations, Estee Lauder Companies
       (NYSE: EL), the manufacturer and marketer of skin care,
       makeup, fragrance and hair care products.

    -- Stephen E. Watson, 60, former president and chief executive
       officer, Gander Mountain LLC, (Nasdaq: GMTN) an outdoor
       retailer specializing in hunting, fishing and camping gear.
       He also spent 24 years at the Target Corporation, retiring
       in 1996 as president and director of the board.  He is a
       director of Retek, Inc., ShopKo Inc. (NYSE: SKO) and Smart
       & Final, Inc.

The confirmation date hearing with the U.S. Bankruptcy Court for
the plan of reorganization proposed by Spiegel, Inc., Eddie
Bauer's current parent company, is scheduled for May 25.

                      About Eddie Bauer

Eddie Bauer offers intelligently designed, stylish clothing and
accessories for actively engaged men and women who get inspired by
nature, wherever they are.  Established in 1920, Eddie Bauer
operates more than 400 stores across the U.S. and Canada, and an
Online store at http://www.eddiebauer.com/.Eddie Bauer also
distributes more than 90 million catalogs annually and has joint
venture partnerships in Japan and Germany.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.


SR TELECOM: Restructuring Balance Sheet with $39.6M New Facility
----------------------------------------------------------------
MONTREAL, May 24 /CNW Telbec/

SR Telecom Inc. (TSX: SRX; Nasdaq: SRXA) has entered into
definitive agreements with a group representing the required
majority of its outstanding 8.15% Debentures regarding its
recapitalization plan.  It has also entered into agreements with
the lenders for its Chilean subsidiary, Comunicacion rurales y
telefonia (CTR), the Inter-American Development Bank and Export
Development Canada (the CTR Lenders).

Transaction Highlights:

   -- SR Telecom closes an operating credit facility of
      US$39.6 million (CDN$50 million) with certain of its 8.15%
      Debenture holders of which US $4.85 million has been drawn
      down on closing.

   -- CTR Lenders agree to restructure the terms of the loans to
      CTR and postpone maturity for three years from the date of
      the implementation of the restructuring.

   -- Outstanding 8.15% Debentures to be restructured into new
      convertible debt and equity, following which the current
      Debenture holders will own 95.2% of the Corporation's equity
      on a fully diluted basis, resulting in a dilution to
      existing shareholders of approximately 1,983%.  Interest on
      the new convertible debentures can be paid in cash or in
      kind.  If paid in kind, the resulting dilution would be over
      3,000%.

   -- SR Telecom intends, subject to market conditions, to file a
      preliminary prospectus relating to a Rights Offering for up
      to $40 million of common shares to shareholders holding its
      currently outstanding common shares.

                         Credit Facility

SR Telecom has entered into a credit agreement providing for a
credit facility of US$39.6 million (CDN$50 million) with a
syndicate of Lenders from among the 8.15% Debenture holders.  BNY
Trust Company of Canada will act as administrative and collateral
agent for the loans.  The credit facility shall be revolving until
October 1, 2006, followed by a non-revolving term period that will
extend until October 2, 2011.  The first tranche of
US$15.85 million is immediately available to SR Telecom and
US$4.85 million has been drawn down on closing.  The balance of
the US$39.6 million facility will be available to the Corporation
subject to agreed budgets or covenant compliance and will be
available to fund working capital requirements.  The facility will
be secured by the available assets of SR Telecom.

The financial terms of the credit facility include:

   (1) a 2% commitment fee based on the facility accommodations as
       they become available;

   (2) cash interest at a rate equal to the greater of 6.5% or the
       three-month U.S. Dollar LIBOR rate plus 3.85%;

   (3) additional interest that may be paid in cash or in kind at
       a rate equal to the greater of 7.5% or three-month U.S.
       Dollar LIBOR plus 4.85%; and

   (4) a payout fee of either, at the option of the lenders, 5% of
       the US$39.6 million maximum loan or 2% of distributable
       value, as defined therein (which approximates the market
       capitalization of the Corporation), at maturity, payable by
       issuing debt or equity.

                        CTR Restructuring

In addition, SR Telecom has entered into a waiver and amendment
agreement with the CTR Lenders to restructure the terms of loans
to CTR.  Pursuant to the terms of the agreement, the CTR Lenders
have agreed to restructure the repayment schedule of their loan
agreements and to postpone the maturity of the loans for three
years from the date of the implementation of the restructuring.
As part of these arrangements, SR Telecom has guaranteed the
performance of the obligations of CTR to the CTR Lenders up to an
amount of US$12 million.  This guarantee may be reduced over time
to the extent SR Telecom makes payments to the CTR Lenders on
account of principal.  In addition, the CTR Lenders have agreed
not to exercise or enforce any remedies they may have against SR
Telecom until May 17, 2008 or such earlier date as there may be a
default by SR Telecom under its new credit agreement or upon an
insolvency or bankruptcy of SR Telecom.  SR Telecom has also
agreed to provide certain management, technical, inventory and
other support to CTR.

                       Debenture Exchange

SR Telecom will proceed with the previously announced exchange of
its outstanding CDN$71 million 8.15% Debentures and all accrued
interest of approximately CDN$3.5 million thereon into new 10%
Convertible Redeemable Secured Debentures due in 2011.  Interest
on the new Convertible Debentures is payable in cash or in kind by
the issuance of additional Convertible Debentures, at the option
of SR Telecom.  The new Convertible Debentures will be convertible
into common shares at a rate of approximately 4,694 common shares
per CDN$1,000 in principal amount of new Convertible Debentures
representing a conversion price at closing of approximately
$0.21 per common share such that the outstanding principal amount
of all new Convertible Debentures will be convertible into 95.2%
of the fully diluted common shares of the Corporation upon closing
of the Debenture exchange.  It is contemplated that CDN$10 million
of the 8.15% Debentures will be converted into approximately
46,939,218 common shares following the Debenture Exchange, which
would represent approximately 73% of the then issued and
outstanding common shares of the Corporation at such date.

The number of common shares that may be issued, assuming all of
the new Convertible Debentures are converted into common shares at
the Conversion Rate, is approximately 302,328,400 common shares,
which, together with the issuance of 46,939,218 common shares in
exchange for the CDN$10 million portion of the outstanding 8.15%
Debentures, represents a dilution to current shareholders of
approximately 1,983%, without taking into account the Rights
Offering.  In addition to the foregoing, to the extent of the
Corporation issues new Convertible Debentures in payment of
interest on the new Convertible Debentures, this will lead to
substantial additional dilution.  For example, if in a given year
all interest on $64.5 million of new Convertible Debentures is
paid in kind, such new Convertible Debentures will be convertible
into approximately 30 million additional common shares.
Therefore, over the life of the new Convertible Debentures, this
could lead to further issues in excess of 180 million common
shares, representing a total dilution of over 3,000%.

The current trading price of the Corporation's common shares may
not accurately reflect the significant dilution resulting from the
transactions described.

As the aggregate number of common shares issuable in connection
with the Debenture exchange will exceed the maximum number of
securities issuable without security holder approval under the
rules of the Toronto Stock Exchange, SR Telecom is relying on an
exemption from the security holder approval requirements provided
for under Section 604(e) of the TSX Company Manual on the basis of
its serious financial difficulty.  Upon the recommendation of a
special committee of independent directors of SR Telecom, who are
free from any interest in the transactions and are unrelated to
any of the parties involved in the transactions, the Board of
Directors of SR Telecom has determined that SR Telecom is in
serious financial difficulty, that the transactions are designed
to improve its financial situation and are reasonable in the
circumstances, and has authorized SR Telecom to make the
application to the TSX.

                         Rights Offering

In addition, as soon as practicable following the closing of the
Debenture exchange, the Corporation intends, subject to market
conditions, to file a preliminary prospectus relating to a Rights
Offering to its shareholders.  Pursuant to the Rights Offering,
the Corporation will offer to shareholders holding its currently
outstanding common shares the right to subscribe to up to
$40 million of new common shares at a price to be determined, but
no less than a 20% premium to the conversion price of
approximately CDN$0.21 of the new Convertible Debentures.

Assuming a subscription price of CDN$0.256 and that the full
amount of CDN$40 million is subscribed for, the shareholders
holding the Corporation's currently outstanding common shares
would own at most 35% of the Corporation's common shares on a
fully diluted basis at that time.  The first CDN$25 million raised
under the Rights Offering will be used for working capital and
general corporate purposes and all amounts raised in excess of
CDN$25 million will be applied 50% to working capital and general
corporate purposes and 50% to a pro rata redemption of the then
outstanding new Convertible Debentures and the principal amount of
the loans to CTR by The CTR Lenders at 95% of their face value.

                        Financial Advisor

Genuity Capital Markets advised SR Telecom on the recapitalization
plan and led negotiations with the 8.15% Debenture holders and the
CTR Lenders.

SR TELECOM (TSX: SRX, Nasdaq: SRXA) designs, manufactures and
deploys versatile, Broadband Fixed Wireless Access solutions.  For
over two decades, carriers have used SR Telecom's products to
provide field-proven data and carrier-class voice services to end-
users in both urban and remote areas around the globe.  SR
Telecom's products have helped to connect millions of people
throughout the world.

                         *     *     *

As reported in the Troubled Company Reporter on May 18, 2005,
Deloitte & Touche LLP raised substantial doubt about SR Telecom
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the year ended December 31,
2004.  Factors that prompted the going concern opinion include:

   -- the Company's losses for the current and prior years,

   -- negative cash flows,

   -- significant deficiency in working capital,

   -- reduced availability of supplier credit,

   -- breach of a number of its long-term debt covenants and
      undertakings, and

   -- lack of operating credit facilities.

Deloitte said the realization of assets and the discharge of
liabilities in the ordinary course of business are subject to
significant uncertainty.

The Company's $71 million debentures became due and payable on
April 22, 2005.  Currently the Corporation is involved in
activities aimed at refinancing these debentures in whole or in
part or extending their maturity date.  If these negotiations are
unsuccessful, the Corporation would need to look at alternative
methods to re-capitalize its balance sheet.  SR Telecom is also
attempting to raise additional working capital to operate the
business.

Management's on-going plans with respect to the significant
uncertainties Deloitte identified are:

   1) continuing discussions with its lenders in respect of its
      non-compliance with its debt covenants, repayment terms,
      waivers and/or modifications thereto;

   2) seeking of additional financing;

   3) continuing the restructuring of the operations to reduce
      expenses, and;

   4) securing new sales orders.

The Company's continuation as a going concern is dependent upon,
among other things:

   -- the continuing support of the Company's lenders (including
      the deferral of scheduled principal repayments),

   -- attaining a satisfactory sales level;

   -- the support of its customers;

   -- continued sales to the Corporation's customers;

   -- a return to profitable operations; and

   -- the ability to generate sufficient cash from operations,
      financing arrangements and new capital to meet its
      obligations as they become due.

These matters are dependent on a number of items outside of the
Corporation's control and there is substantial uncertainty about
the Corporation's ability to successfully conclude on the matters.

Should it be unsuccessful in these efforts, the Company said it
may be obliged to seek protection from its creditors.

As reported in the Troubled Company Reporter on Jan. 24, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on wireless communications equipment provider, SR Telecom,
Inc., to 'CC' from 'CCC'.  At the same time, the senior unsecured
debt rating on the company's C$71 million debentures due April 22,
2005, was lowered to 'CC' from 'CCC'.  In addition, the ratings
were placed on CreditWatch with negative implications.  A 'CC'
rating indicates that the company's obligations are currently
highly vulnerable to nonpayment.  The ratings actions and
CreditWatch placement follow the Montreal, Quebec-based company's
announcement concerning its refinancing efforts as well
as revised financial guidance.


STRUCTURED ASSET: Fitch Junks Seven Mortgage Certificates
---------------------------------------------------------
Fitch Ratings has affirmed 33 and downgraded 12 classes of
Structured Asset Securities Corp. residential mortgage-backed
certificates:

   Series 1998-11 Group 1

      -- Class 1-A affirmed at 'AAA';
      -- Class 1-B1 affirmed at 'AAA';
      -- Class 1-B2 downgraded to 'A' from 'AA';
      -- Class 1-B3 downgraded to 'C' from 'BBB-';
      -- Class 1-B4 downgraded to 'C' from 'CC'.

   Series 1998-11 Group 2

      -- Class 2-A affirmed at 'AAA';
      -- Class 2-B1 affirmed at 'AAA';
      -- Class 2-B2 affirmed at 'AAA';
      -- Class 2-B3 affirmed at 'AA';
      -- Class 2-B4 affirmed at 'BBB+';
      -- Class 2-B5 affirmed at 'BB'.

   Series 1999-ALS2

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA+';
      -- Class B3 affirmed at 'A+';
      -- Class B4 affirmed at 'BB';
      -- Class B5 downgraded to 'C' from 'B'.

   Series 2000-3

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'A';
      -- Class B3 downgraded to 'C' from 'B';
      -- Class B4 remains at 'C'.

   Series 2001-2

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 downgraded to 'BB' from 'BBB';
      -- Class B4 remains at 'C'.

   Series 2001-5

      -- Class B4 downgraded to 'B' from 'BB';
      -- Class B5 downgraded to 'C' from 'CCC';

   Series 2001-8A

      -- Classes 1A, 2A, 3A affirmed at 'AAA';
      -- Class B1-I affirmed at 'AAA';
      -- Class B2-I affirmed at 'AAA';
      -- Class B3-I affirmed at 'A+';
      -- Class B4-I downgraded to 'BB-' from 'BB';
      -- Class B5-I downgraded to 'C' from 'CCC'.

   Series 2001-9

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AA';
      -- Class B2 affirmed at 'A';
      -- Class B3 downgraded to 'B' from 'BB';
      -- Class B4 remains at 'C'.

   Series 2001-10A

      -- Class A affirmed at 'AAA';
      -- Class B1 affirmed at 'AAA';
      -- Class B2 affirmed at 'AA';
      -- Class B3 affirmed at 'A';
      -- Class B4 affirmed at 'BB';
      -- Class B5 downgraded to 'C' from 'CC'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $186,507,974 of outstanding
certificates.

The downgrades, affecting approximately $21.8 million of
outstanding certificates, are the result of Fitch's observation of
continuing high monthly pool losses, declining credit enhancement,
and delinquency levels that pose imminent threat to certain of the
more subordinates classes of certificates in these transactions.

SASCO 1998-11 Group 1 remittance information indicates that 5.63%
of the pool is currently over 90 days delinquent.  At the same
time, Class 1-B2 has 7.19% of credit support (originally 4.50%).
While the protection afforded Class 1-B2 still somewhat exceeds
the level of severely delinquent loans, Fitch believes that a
rating of 'A' more accurately reflects the risk associated with
this class.  Class 1-B3 currently has 0.48% of credit support
(originally 3.00%), and Class 1-B4 currently has 0.00% (originally
2.00%) of credit support remaining.

SASCO 1999-ALS2 remittance information indicates that 6.59% of the
pool is currently over 90 days delinquent.  Class B5 currently has
0.00% of credit support remaining (originally 0.80%).

SASCO 2000-3 consists of four mortgage groups.  Associated with
each of these four mortgage groups are component certificate
classes B1 through B6.  Each group of components is backed by a
separate mortgage group (e.g., B1-Group 1, B1-Group 2, B1-Group 3,
etc.).  Therefore, each component performs differently, based on
the performance of its underlying pool.  However, since the
components are not severable, each rated class (e.g., B1, B2, B3,
etc.) reflects the performance of the weakest of all of its
components.  In this transaction, mortgage group (or loan pool) 2
is the poorest performer and as such, mortgage group 2's
components (i.e., B1-Group 2, B2-Group 2, B3-Group 2, etc.)
determine the ratings of each entire class.  Remittance
information for mortgage group 2 indicates that 7.62% of the pool
is currently over 90 days delinquent.  Class B3 currently has
1.23% of credit support remaining (originally 1.60%). Class B4 was
already rated 'C'.

SASCO 2001-2 remittance information indicates that 18.97% of the
pool is currently over 90 days delinquent.  Class B3 currently has
3.39% of credit support remaining (originally 1.50%).  Despite the
increase in credit enhancement from initial levels, the severely
delinquent pipeline (90 day, Foreclosure and real estate owned)
will significantly erode current credit enhancement levels.

SASCO 2001-5 remittance information indicates that 15.12% of the
pool is currently over 90 days delinquent.  Class B4 currently has
5.73% of credit support (originally 1.1%), and Class B5 currently
has 0.00% (originally 0.55%) of credit support remaining.  Despite
Class B4's increase in credit enhancement from initial levels, the
severely delinquent pipeline (90 day, Foreclosure and REO) will
significantly erode current credit enhancement levels.

SASCO 2001-8A remittance information indicates that 2.25% of the
pool is currently over 90 days delinquent.  Class B4-I currently
has 1.95% of credit support (originally 0.25%), and Class B5-I
currently has only 0.06% of credit support remaining (originally
0.15%).  Despite Class B4-I's increase in credit enhancement from
initial levels, the severely delinquent pipeline (90 day,
Foreclosure and REO) will significantly erode current credit
enhancement levels.

SASCO 2001-9 remittance information indicates that 13.77% of the
pool is currently over 90 days delinquent.  Class B3 currently has
1.13% of credit support remaining (originally 0.70%).  Despite the
increase in credit enhancement from initial levels, the severely
delinquent pipeline (90 day, Foreclosure and REO) will
significantly erode current credit enhancement levels.  Class B4
was already rated 'C'.

SASCO 2001-10A remittance information indicates that 6.17% of the
pool is currently over 90 days delinquent.  Class B5 currently has
0.69% of credit support remaining (originally 0.35%).  Despite the
increase in credit enhancement from initial levels, Fitch expects
that this protection will be entirely depleted within several
months.

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


SUNRISE INT'L: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sunrise International, LLC
        7220 East Mary Sharon Drive #148
        Scottsdale, Arizona 85262

Bankruptcy Case No.: 05-09335

Type of Business: The Debtor is an affiliate of Mesa Gateway
                  Enterprises, LLC, which filed for chapter 11
                  protection on Mar. 15, 2005 (Bankr. D. Ariz.
                  Case No. 05-03809) with Honorable Sarah Sharer
                  Curley presiding.  Mesa Gateway Enterprises,
                  LLC's chapter 11 filing was reported in the
                  Troubled Company Reporter on March 22, 2005.

Chapter 11 Petition Date: May 24, 2005

Court: District of Arizona (Phoenix)

Debtor's Counsel: Jon S. Musial, Esq.
                  Law Office Of Jon S. Musial
                  8230 East Gray Road
                  Scottsdale, Arizona 85260
                  Tel: (480) 951-0669
                  Fax: (602) 922-0653

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Trayers Family Trust                        $88,400
   c/o Charles F. Trayers
   4901 North Summit Ridge Road
   Tucson, AZ 85715

   Atlantis Realty & Development               $59,800
   c/o Ray Lopez
   P.O. Box 27546
   Tucson, AZ 85276

   Barry S. Trayers                            $49,400
   c/o Sage Tax Group
   5995 East Grant Road #100
   Tucson, AZ 85712

   Marini Revocable Trust 11/2/95              $49,400
   c/o Terrance J. Marini
   10710 East San Salvador
   Scottsdale, AZ 85258

   Charles F. Trayers Retirement Plan          $13,000
   c/o Charles F. Trayers Trustee
   4901 North Summit Ridge Road
   Tucson, AZ 85715


TCPI INC: Trustee Auctioning Transdermal Delivery Patent Rights
---------------------------------------------------------------
James S. Feltman, the chapter 7 trustee overseeing the liquidation
of TCPI, Inc. (OTCBB: TCPI), will auction the company's rights to
use the patented 4-Decoyloxazolidin-2-One a/k/a "SR-38" process
for transdermal delivery of cosmetic skin products, including
cremes, lotions, gels and solutions.  The auction will be held at
10:30 a.m. on May 27, 2005, in Courtroom 208 at the U.S.
Bankruptcy Court in Fort Lauderdale, Florida.

For bidding instructions and sale information, contact the Chapter
7 Trustee's counsel, Ross R. Hartog, Esq., at Markowitz David
Ringel & Trusty P.A., by telephone at (305) 670-5000.

TCPI, Inc., a worldwide marketer of point-of-care medical
diagnostic products and skin permeation enhancers, filed for
chapter 11 protection on July 3, 2001 (Bankr. S.D. Fla. Case No.
01-24937).  The company's 2000 financial statements showed $20
million in assets and $6 million in liabilities.  On November 6,
2001, the Honorable Raymond B. Ray entered an order converting the
chapter 11 case to a chapter 7 liquidation proceeding.


TECO ENERGY: Fitch Rates $200 Million 6.75% Unsec. Notes at BB+
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to TECO Energy, Inc.'s
new $200 million issue of 6.75% unsecured notes due May 1, 2015.
The notes rank equally with TECO's existing senior unsecured debt.
The net proceeds of this offering, together with cash on hand, is
expected to be used to redeem or repurchase in full the $380
million of 10.5% notes due 2007.  The Rating Outlook of TECO
Energy, Inc., is Stable.

TECO is a holding company the owns electric and gas utilities in
Florida as well as coal, barge, Guatemalan power and other small
operations.  Together, the two regulated utilities are expected to
provide approximately 80% of income in 2005.  Tampa Electric
serves over 625,000 electric customers in West Central Florida and
Peoples Gas System serves over 310,000 gas customers throughout
Florida.


TRUMP HOTELS: Trading of New Common Stock Begins
------------------------------------------------
Trump Entertainment Resorts, Inc. (OTC: DJTE.PK) reported that
shares of the Company's new common stock commenced trading Monday
in the over-the-counter-market under the ticker symbol "DJTE.PK"
with CUSIP number 89816T103.  The Company intends to apply to have
its new common stock listed on the New York Stock Exchange or
other national securities market in the near future.

Trading started at $14 per share Monday, with 40,000 shares
trading hands, and rose $0.10 Tuesday.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
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 their Debtors' Second Amended Plan
of Reorganization on Apr. 5, 2005, and the plan took effect on
May 20, 2005.


TRUMP HOTELS: Has Until May 31 to Make Lease-Related Decisions
--------------------------------------------------------------
As previously reported, Trump Hotels & Casino Resorts, Inc., and
its debtor-affiliates asked Judge Wizmur to further extend the
deadline by which they must assume, assume and assign, or reject
all unexpired nonresidential real property leases through and
including June 1, 2005.

In the interim, the Court extended the Debtors' lease decision
period through May 16, 2005.

                         *     *     *

Judge Wizmur extends the period within which the Debtors may
assume or reject their leases through May 31, 2005.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
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 their Debtors' Second Amended Plan
of Reorganization on Apr. 5, 2005, and the plan took effect on
May 20, 2005.


U.S. MICROBICS: March 31 Balance Sheet Upside-Down by $1.4 Mil.
---------------------------------------------------------------
U.S. Microbics, Inc. (OTCBB:BUGS) reported consolidated financial
results for the second quarter ending March 31, 2005 of fiscal
year 2005.  Revenues for the six months were $412,462 (129%
higher), Gross profits were $245,505 (4,400% higher) and Net Loss
for the six months was $1,378,249 (23% lower) than the same period
in the prior year as the company increased revenue and gross
profits from higher margin international environmental cleanup
operations in Mexico.

BUGS CEO Robert Brehm commented, "The second quarter results are
indicative of the shift in direction for BUGS and its operating
subsidiaries toward improved profitability utilizing our new
Strategic Partner Program, which brings the company's innovative
environmental clean-up solutions to engineering firms anxious to
learn how to profit from solving their country's environmental
problems using local resources and labor teamed with BUGS
technology and services."

Brehm concluded, "We like these strategic partnerships as they
provide initial revenues from site assessment, up-front technology
licensing fees and ongoing royalties and recurring microbial
products sales.  These existing relationships are showing good
revenues to date and could be a powerful force in ramping up the
use of the BUGS technology on an international basis.  We are very
excited about ramping up this program in Mexico and other
countries where environmental concerns are negatively impacting
the quality of life."

                      About the Company

U.S. Microbics, Inc., is a business development and holding
company that acquires, develops and deploys innovative
environmental technologies for soil, groundwater and carbon
remediation, air pollution reduction, modular drinking water
systems and agriculture enhancement.  For more information on the
company visit the website at http://bugsatwork.com/

At Mar. 31, 2005, U.S. Microbics, Inc.'s balance sheet showed a
$1,435,217 stockholders' deficit, compared to a $1,405,444 deficit
at Sep. 30, 2004.


US AIRWAYS: Wants to Maintain Surety Program with St. Paul
----------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to:

   (a) approve a settlement of certain surety-related claims;

   (b) authorize the continuation of the Debtors' surety bond
       program with St. Paul Travelers Casualty & Surety Company
       of America;

   (c) approve a related extension of secured surety credit; and

   (d) approve a related granting of liens and superpriority
       administrative expense claims.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
relates that the Debtors' business requires licenses, permits and
other governmental authorizations, which require the Debtors to
pay or perform under certain obligations to local, state and
federal governmental agencies.  The obligations include payment
of landing fees, real estate lease obligations, and workers'
compensation obligations.  Before the Petition Date, the Debtors
secured these obligations by procuring Prepetition Surety Bonds
from St. Paul Travelers under:

        1) the Current Indemnity Agreement in favor of St. Paul
           Travelers;

        2) the Collateralized Bond Surety Program Registered
           Pledge and Master Security Agreement; and

        3) the Pledged Collateral Account Agreement.

The Debtors have $13,800,000 in cash collateral on deposit in a
pledged securities account at Smith Barney, Inc., that is under
the control of St. Paul Travelers.  There is currently an
outstanding claim against the Bonds for $961,000.

Mr. Leitch tells the Court that the parties have been negotiating
the terms and conditions under which St. Paul Travelers will
extend or renew the Prepetition Surety Bonds, increase the penal
sum amounts of the Prepetition Surety Bonds as required by
obligees, and issue new surety bonds as needed by the Debtors.

The Debtors and St. Paul Travelers have now reached an agreement.
The principal provisions of the Surety Bond Program are:

   a) Issuance of New Bonds: St. Paul Travelers and the Debtors
      will continue their bonding relationship.  St. Paul
      Travelers will issue new surety bonds and/or extend, renew
      or increase any surety bond in the aggregate not to exceed
      $25,000,000.  St. Paul Travelers retains the right to accept
      or reject any request for Bonds.

   b) Indemnity Agreements: The Debtors and St. Paul Travelers
      will enter into a new Indemnity Agreement, which will
      include ratification of the Current Indemnity Agreement.

   c) Collateral: The Debtors will secure their obligations under
      the Bonds with collateral consisting of:

           (1) a "clean" irrevocable, standby letter of credit; or

           (2) cash or cash equivalents, with the collateral equal
               to the amount of any Bonds written by St. Paul
               Travelers.

   d) Use of Collateral: The automatic stay pursuant to Section
      362 will be vacated and St. Paul Travelers may draw upon the
      collateral for claims and expenses arising from any Bond or
      Surety Documents or obligations under the Indemnity
      Agreements, or premiums, losses and expenses.

   e) Release of Collateral: St. Paul Travelers will hold the
      collateral until:

           (1) presented with a full, final and unconditional
               release or other written evidence of discharge of
               all Bonds;

           (2) all premiums have been paid;

           (3) all obligations pursuant to the Indemnity
               Agreements have been discharged; and

           (4) there are no amounts owed to St. Paul Travelers.

   f) Administrative Super-Priority Claim: If there is a loss in
      excess of the collateral, St. Paul Travelers will be
      entitled to an administrative expense claim with priority
      over all other administrative expense claims, but
      subordinate to the super-priority administrative claims
      granted to:

           (1) the lenders under the ATSB Loan;
           (2) Eastshore under the Eastshore DIP Loan;
           (3) postpetition wages and benefits;
           (4) any new debtor-in-possession financing; and
           (5) General Electric Capital Corporation.

   g) Fees and Expenses: The Debtors will pay all fees and
      expenses of St. Paul Travelers, including outside counsel
      for the negotiation, preparation, documentation,
      implementation and enforcement of the Surety Bond Program.

   h) Payment of Claims: The Debtors will pay for any obligations
      which are covered by the Bonds and cooperate with St. Paul
      Travelers in any claim investigations.

   i) Bond Cancellation: St. Paul Travelers will retain the right
      to cancel the Bonds under certain circumstances.  The
      automatic stay should be vacated so St. Paul Travelers may
      cancel the Bonds if:

           (1) an obligation under the Bonds or a premium is not
               paid and the collateral proves insufficient;

           (2) the Debtors cease to operate their businesses;

           (3) the Debtors dispose of their assets through a sale
               or plan of reorganization;

           (4) the Debtors are unable to pay allowed
               administrative expenses and claims; or

           (5) the Debtors cease the operations or activities
               covered by the Bond.

Mr. Leitch relates that the Debtors tried to obtain surety bonds
on an unsecured administrative priority or super-priority basis,
and on more favorable terms than those offered by St. Paul
Travelers.  However, Mr. Leitch says, the Debtors did not succeed
and are unlikely to locate an alternative.  "With certain of the
Prepetition Surety Bonds expiring in May and the Debtors
requiring the immediate issuance of new surety bonds or an
increase in the penal sum amounts of certain Prepetition Surety
Bonds, the Debtors must quickly secure the Surety Bond Program."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Asks Court to Approve Liberty Mutual Insurance Accord
-----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Eastern District of Virginia's authority
to enter into a Workers' Compensation Insurance Agreement with
Liberty Mutual Group for its employees in Florida.  The workers'
compensation insurance coverage provided by American International
Group expired on February 14, 2005.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
recounts that the Debtors engaged Willis of New York, an
insurance broker, to locate an insurer to underwrite a workers'
compensation insurance program.  However, no insurer would
voluntarily underwrite a workers' compensation insurance program
for the Debtors due to aviation risk and the financial risk
associated with the bankruptcy proceedings.  In response to this
shortcoming, the Debtors placed their workers' compensation with
involuntary markets, or "assigned risk pools."  According to Mr.
Leitch, these pools are a product of last resort when voluntary
markets are not viable options.  Assigned risk pools are
generally the most costly method of obtaining workers'
compensation insurance coverage, Mr. Leitch says.

For the Debtors' operations in Florida, the only workers'
compensation option available was the Joint Underwriting
Association, which is Florida's assigned risk pool.  The Debtors
would have paid $7,650,000 to join the JUA workers' compensation
program for one year.  Participation in the JUA, Mr. Leitch says,
also carries the risk of joint and several liability provisions,
which require that, in the event of any shortfall in the JUA's
revenues in relation to losses, individual members are assessed
to cover the financial shortfall.

To avoid workers' compensation liability over which there was no
control, the Debtors reached an Insurance Agreement with Liberty
Mutual.  Liberty Mutual will voluntarily underwrite the Debtors'
workers' compensation coverage in Florida, effective April 20,
2005, through April 20, 2006.

Mr. Leitch relates that Liberty Mutual will cover claims arising
from bodily injury by accident of up to $1,000,000 per each
accident, and coverage for bodily injury by disease of
$1,000,000.  The Debtors paid Liberty Mutual an Initial Premium
of $1,555,917, to coverage from April 20, 2005, through June 30,
2005.  The Initial Premium is fully earned and non-refundable if
the Debtors cancel the Insurance Agreement before June 30, 2005.
Upon Court approval of the Insurance Agreement, the Initial
Premium will be credited against an annual premium of $7,645,269.
The balance of the premium, $6,089,352, is due on May 20, 2005.

Mr. Leitch asserts that the Court should approve the Insurance
Agreement because the Debtors have thousands of employees and
workers' compensation programs are a necessary and routine aspect
of their businesses.  "The Insurance Agreement has numerous
advantages over the JUA, including, fixed annual costs and
elimination of the joint and several liability features.  The
Insurance Agreement costs about the same as participation in the
JUA."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 91; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Communication Workers Slams Transaction Retention Plan
------------------------------------------------------------------
The Communications Workers of America, AFL-CIO, objects to US
Airways, Inc., and its debtor-affiliates' request for a
Transaction Retention Plan to retain essential management and
salaried employees during the entire strategic transaction process
or other change of control.  CWA asserts that the payments are not
necessary and it sends a negative message.

As reported in the Troubled Company Reporter on May 20, 2005, the
TRP has three components:

   1) Officers and Presidents: the Chief Executive Officer, five
      Executive Vice Presidents, four Senior Vice Presidents and
      13 Vice Presidents, plus the presidents of PSA and Piedmont
      are included in the TRP.

      The New Employment Contracts provide lower benefits than the
      executives' current unassumed contracts.  Because some of
      these executives may not be offered employment after a
      strategic transaction, the Contracts provide severance as
      an incentive to remain with the Debtors, rather than seek
      employment now with other companies.  The TRP targets
      executives whose institutional knowledge and skills are
      critical to any strategic transaction.

      The executives covered by this portion of the TRP are the
      Debtors' most senior and seasoned management.  Their
      experience and stature will be vital to the transaction
      process, yet these qualities make the executives attractive
      to competitors.  The TRP will provide an incentive to these
      executives to remain with the Debtors through a transaction
      and its implementation.

      Due to many uncertainties, it is difficult to estimate the
      likely actual cost of this portion of the TRP.  The highest
      estimate is $18,000,000 if every one of the 25 executives
      were terminated.  If one-third of these executives receive
      severance, the Debtors may pay out $6,000,000.

   2) Management and Salaried Employees: the TRP clarifies and
      expands the existing severance policies for Management and
      Salaried Employees.  The severance policies will assure the
      covered employees that if their position is eliminated in a
      strategic transaction or change of control, they will
      receive severance.

      The majority of the Management and Salaried Employees do not
      have specific contracts regarding severance, so the existing
      severance policies will be amended to clarify that severance
      will be provided even if the employee is terminated due to a
      change in control.  The amended policy will provide for
      three months severance for employees who are involuntarily
      terminated.  Additional severance may be accrued based on
      length of service, up to 52 weeks of severance for Managing
      Directors after 15 years, and 26 weeks, after 20 years, for
      Management and Salaried Employees.  Employees that leave
      voluntarily will receive no severance.

      It is difficult to estimate the number of Management and
      Salaried Employees that will receive severance benefits.  If
      all eligible employees receive severance, the Debtors will
      pay around $32,000,000.  It is more likely that one-third of
      eligible employees will be paid severance benefits at a cost
      of $10,300,000, depending on employee mix.

      The Debtors need to provide valuable Management and Salaried
      Employees with a reason to remain through a strategic
      transaction.  Without 12 weeks of base pay in a change of
      control situation, many of the key Management and Salaried
      Employees will not remain through a transition period for
      which they are needed.  Instead, they will seek new
      employment quickly.

   3) The Retention Payment Program: US Airways' Chief Executive
      Officer or his designee may offer discretionary payments to
      particular Management and Salaried Employees.  This program
      will encourage critical employees to work for the
      restructured entity to ensure a smooth integration.  The
      targeted employees have little prospect of long-term
      employment at the restructured entity.  However, the Debtors
      need their services through implementation of a strategic
      transaction.

      The severance policies may not be enough to retain certain
      employees through the phase-out of overlapping jobs.  When
      an employee's severance is not adequate to persuade them to
      stay with the Debtors, the retention payment feature of the
      TRP will allow the Debtors to provide discretionary
      retention payments to entice the employee to remain with
      the Debtors until a certain date.  The total payments to
      employees will range from $2,500 to $25,000, subject to a
      cap of $50,000.  This feature will not cost the Debtors more
      than $5,000,000.

                     CWA Explains Objection

Daniel M. Katz, Esq., at Katz & Ranzman, in Washington, D.C.,
explains that since the USAir Bankruptcy I Petition, the Debtors'
unionized employees have made considerable sacrifices, allowing
the Debtors to achieve pay and benefit reductions of over
$1,100,000,000 annually.  Mr. Katz says that now those
concessions have faded into the background as the Debtors
announce a strategic transaction with America West.  To retain
certain employees, the Debtors want to potentially pay out
$55,000,000.

The TRP is not necessary to retain salaried employees who have
remained with the Debtors through the worst of times, Mr. Katz
states.  These salaried employees, who have withstood the threats
of liquidation, would not depart now, just as the Debtors are
heading towards a brighter future.  Since the Petition Date, the
Debtors have lost 183 salaried employees, or only 9% of around
1,900 total salaried employees.  In other words, more than 90% of
management employees have stayed with the Debtors through these
Chapter 11 proceedings.

The Debtors argued that 1,898 salaried employees must be covered
under the TRP or the transition process will be inefficient and
disruptive.  Mr. Katz contends that not all 1,898 employees are
essential to a smooth transition, especially at a potential cost
of $55,000,000.  The Debtors should wait and see which employees
are actually needed for the transition, rather than locking
investors and partners into a plan that provides generous
compensation for 1,898 employees for involuntary severance.

According to Mr. Katz, 2,209 of the Debtors employees have signed
petitions in outrage at "the greed and hypocrisy" of a management
team that has slashed the pay and benefits of rank-and-file
workers, but now seeks to enrich themselves.  The TRP "shocks the
conscience" of average workers, Mr. Katz says, due to the
enormity of the payouts it provides.  The TRP is even more
appalling when the poor performance of these managers is
considered.  These executive officers should not be receiving
enhanced contracts, they should get salary cuts.

Mr. Katz concedes that management ranks may be adversely impacted
if the Court denies the Debtors' request.  But granting the
request would "generate a devastating loss of morale among the
rank-and-file workforce," Mr. Katz maintains.  As the
accompanying petitions corroborate, thousands of workers would
view these payoffs as "an insulting and treacherous stab in the
back."  The workers, having taken pay and benefit cuts, would
resent seeing bonuses awarded to nearly 1,900 non-union employees
with job titles like "account manager," "representative" and
"executive assistant."

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 92; Bankruptcy Creditors' Service, Inc., 215/945-7000)


USG CORP: Asbestos PD Committee Hires LEGC as Consultant
--------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Asbestos Property
Damage Claimants appointed in the chapter 11 cases of USG
Corporation and its debtor-affiliates to retain Hamilton,
Rabinovitz & Alschuler, Inc., as its consultant, nunc pro tunc to
February 23, 2004.  HR&A provided various consultative services,
including those that are related to both asbestos personal injury
claims and property damage claims.  While it continues to consult
with HR&A regarding PI Claims, the PD Committee had principally
relied on the services of a former HR&A employee, James E. Hass,
for consultative services in relation to PD claims.

On February 1, 2005, Mr. Hass became a Director of LECG, LLC.  As
a result, Mr. Hass is no longer affiliated with HR&A.

According to Marvin A. Tenenbaum, Esq., General Counsel of LECG,
LECG is an expert services firm that conducts economic and
financial analyses to provide objective opinions and advice to
resolve complex disputes and inform legislative, judicial,
regulatory and business decision makers.  LECG provides
independent expert testimony, original authoritative studies and
strategic advice.  In particular, Mr. Hass has provided and
continues to provide services to the PD Committee in W.R. Grace &
Co.'s bankruptcy proceedings.

The PD Committee believes that LECG is well qualified to serve as
its consultant on claim-related matters in the Debtors' Chapter
11 cases, in that, among other things, it has substantial
expertise in the estimation of the value of PD claims in other
mass-tort reorganizations.

Although the PD Committee continues to consult HR&A primarily in
relation to PI claims, LECG has been providing services to the PD
Committee since February 17, 2005.  The PD Committee believes it
necessary to officially retain LECG to advise it on matters
principally related to property damage claims and other matters
as it may request in the future.

Accordingly, the PD Committee seeks the Court's authority to
retain LECG as its consultant, nunc pro tunc to February 17,
2005.  Specifically, LECG will:

    -- estimate the value of asbestos property damage claims;

    -- develop claims procedures to be used in the development of
       financial models of payments and assets of an asbestos
       settlement trust;

    -- assess proposals made by the Debtors or other parties,
       including, without limitation, proposals from other
       creditors committees;

    -- assist the PD Committee in respect of the Debtors' proposed
       plan of reorganization and any other filed plans, as well
       as in negotiations with various parties;

    -- render expert testimony as required by the PD Committee;
       and

    -- render other advisory services as may be requested by the
       PD Committee from time to time.

The PD Committee will monitor the services to be provided by LECG
to ensure that no duplication of services occurs with respect to
the services to be provided by HR&A.

LECG will be paid on an hourly basis in accordance with its
standard rates:

        Directors and Principals             $200 to $800
        Senior Professional Staff            $195 to $520
        Associates                           $165 to $245
        Research Analyst                     $150 to $190

LECG will also be reimbursed for all reasonable out-of-pocket
expenses incurred in connection with its engagement.

Mr. Tenenbaum assures the Court that the firm does not have or
represent any interest materially adverse to the interests of the
Debtors or their estates, creditors or equity interest holders.
Mr. Tenenbaum discloses that LECG is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 84; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Gets Court Authority to Enter into New Leases
-------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 29, 2005, USG
Corporation and its debtor-affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to enter an order authorizing
them to enter into new leases or amend existing leases, provided
that the base rent due under each lease or amended lease does not
exceed $5 million.  With respect to an amendment to a lease, the
base rent due under any extended term would not exceed $5 million.

Judge Fitzgerald authorizes the Debtors to enter into any new
lease, or amend or extend an existing non-residential real
property lease without further Court order, provided that:

   * the base rent due under the new, amended or extended term of
     the lease is less than $3 million; or

   * the base rent due under the new, amended or extended term of
     the lease is between $3 million and $5 million and the
     Debtors comply with the lease procedures.

The Lease Procedures provide that:

   (a) The Debtors will serve a notice of a proposed new lease,
       or an amendment or extension to an existing non-
       residential real property lease by overnight or e-mail
       delivery on the notice parties.  Parties served with a
       Lease Notice will be required to maintain the
       confidentiality of the information contained in the
       notice;

   (b) The Lease Notice will include these information with
       respect to each Lease:

       -- a description of the property to be leased, including
          the property's proposed use;

       -- the Lease parties;

       -- the term of the Lease, including any options; and

       -- the base rent and any other basic economic terms of the
          Lease as determined by the Debtors; and

   (c) The Notice Parties will have through 5:00 p.m. of the 10th
       business day after the date of the Lease Notice to object
       to the proposed Lease.  To assert an objection, a Notice
       Party will send written notice to the Debtors, the
       Debtors' counsel, and the other Notice Parties identifying
       the specific grounds for objection.  In the event that the
       Debtors and the Notice Parties are not able to resolve the
       objection, the Debtors may file a request to enter into
       the proposed Lease.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 85; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VILLAS AT HACIENDA: Wants to Hire Evan Thompson as Special Counsel
------------------------------------------------------------------
Villas at Hacienda del Sol, Inc., asks the U.S. Bankruptcy Court
for the District of Arizona for permission to retain Evan
Thompson, Esq. of Thompson Krone, P.L.C. as special counsel on its
chapter 11 case.

Mr. Thompson, whose primary area of practice is litigation and
real estate and property law, has represented the Debtor in its
pursuit of legal claims against one of its creditors.

The Debtors do not disclose how much they'll pay Mr. Thompson or
his Firm.  Mr. Thompson informs the Court that no arrangements
have been made to share the amount of his compensation with any
person other than himself and the members of his firm.

To the best of the Debtor's knowledge, Evan Thompson is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it reported estimated assets and liabilities
ranging from $10 million to $50 million.


VILLAS AT HACIENDA: Asks Court's Permission to Employ Broker
------------------------------------------------------------
Villas At Hacienda Del Sol, Inc. asks the U.S. Bankruptcy Court
for the District of Arizona for authority to hire W. Michael
Sandahl of CB Richard Ellis as its exclusive broker.

Mr. Sandahl is a certified real estate broker in Arizona with 19
years of experience in the fields of commercial real estate sales,
development, consulting and management consulting.

Mr. Sandahl will provide assistance in the marketing and sale of
the Debtor's property for a commission equal to 1% of the gross
selling price a court-approved sale.  The Debtors do not indicate
any target selling price for the property.

To the best of the Debtor's knowledge, Mr. Sandahl does not hold
any interest adverse to the Debtor or the estate.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it reported estimated assets and liabilities
ranging from $10 million to $50 million.


VISTEON CORP: Talks to Ford About Buying Back 13 to 15 Plants
-------------------------------------------------------------
Visteon Corp. reached a tentative agreement with its former parent
company, Ford Motor Co., to divest 13 to 15 Ford plants in the
United States, reports Eric Mayne at The Detroit News.

Visteon's looming bankruptcy could be kept at bay if the agreement
with Ford will be completed, Mr. Mayne relates.  Ford is likely to
take back Visteon's Rawsonville Road powertrain component plant in
Ypsilanti and its axle plant on Mound road in Sterling Heights.

The deal, subject to the United Auto Workers' approval, will
affect thousands of workers in Michigan and Detroit.  Under the
agreement, Ford is likely to offer early retirement or buyout
options to about 5,000 Visteon plant workers, Mr. Mayne relates.

"We're not going to comment on the speculation surrounding the
talks we're having with Visteon," Ford spokesman Oscar Suris told
Mr. Mayne.  "Our focus is on reaching an agreement that's mutually
beneficial to both companies."

                        About Visteon

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has about 70,000 employees
and a global delivery system of more than 200 technical,
manufacturing, sales and service facilities located in 24
countries.

As reported in the Troubled Company Reporter on May 13, 2005,
Moody's Investor Service has lowered the senior implied and senior
unsecured ratings of Visteon Corporation to B3 from B1 and the
Speculative Grade Liquidity Rating to SGL-4 from SGL-3.

Also, Standard & Poor's Ratings Services lowered its corporate
credit rating on Visteon Corp. to 'B-' from 'B+'.  The action
reflects concerns about Visteon's liquidity and ongoing viability
after it announced that its cash flow from operations will be
insufficient to fund obligations in 2005.  The company also faces
bank covenant violations.  And it has delayed the filing of its
first quarter 10-Q because of an internal review of certain
accounting errors.  This delay could eventually limit the
company's access to its bank credit facilities.


W.R. GRACE: Can't Appeal Solow's $25 Million Judgment
-----------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 23, 2005, St.
Paul Companies, Inc., executed surety bonds on behalf of W.R.
Grace & Co., and its debtor-affiliates in reliance on:

   * a General Indemnity Agreement dated August 1, 1991,
     executed by W.R. Grace & Co.-Conn.; and

   * a General Indemnity Agreement dated August 14, 1997,
     also executed by Grace-Conn.

The Bonds obligate St. Paul to pay third-party obligees on account
of certain of the Debtors' liabilities, including at least one
asbestos property damage claim.

Prior to the Debtors' bankruptcy filing, Sheldon H. Solow, Solow
Development Corporation, Solow Solovieff Realty Co., LLC, and
Solow Building Company, LLC, sued Grace-Conn. in New York state
court for alleged asbestos property damage.  On January 16, 2001,
a judgment was entered in favor of Solow against Grace-Conn. for
$25,650,742.

Grace-Conn. filed an appeal of the Solow Judgment with the
Appellate Division of the Supreme Court of the State of New York,
First Department.  Since the Petition Date, the prosecution of the
Solow Appeal has been stayed by the Debtors' automatic stay.  St.
Paul filed four proofs of claim against the Debtors' estates, two
of which were partially on account of potential claims against the
Solow Appeal Bond.

St. Paul has raised certain issues with the Debtors concerning
their Plan and Disclosure Statement with respect to that portion
of the St. Paul Claim dealing with the Solow Appeal Bond and with
the classification and treatment of any St. Paul claim under the
Plan for any payments required under the Solow Appeal Bond,
including whether that classification and treatment under the Plan
should be as an asbestos property damage claim or as a general
unsecured claim.  St. Paul has also requested that the Debtors
seek to resolve the Solow Judgment and the Solow Appeal.

To avoid dispute, the Debtors and St. Paul agreed that:

   -- the Debtors' automatic stay would be lifted so that the
      Debtors can pursue their appeal of the Solow Judgment, for
      which St. Paul issued the Solow Appeal Bond;

   -- St. Paul's claims on account of the Solow Appeal Bond will
      be handled under specific, agreed-upon criteria; and

   -- St. Paul will withdraw certain objections it has raised to
      the Debtors' Plan and Disclosure Statement.

Specifically, the Stipulation provides that St. Paul will have an
allowed General Unsecured Claim under the Plan on account of the
St.Paul-Solow Claim and the present amount will be in the sum of
$1.00.  However, if and when St. Paul makes any payments required
under the Solow Appeal Bond or makes any payments for fees, costs
and expense relating to or in connection with the Solow Appeal or
in defending any claims made against the Solow Appeal Bond, the
allowed St. Paul-Solow General Unsecured Claim will be equal to
the amounts paid by St. Paul as required under the Solow Appeal
Bond, plus any reasonable amounts paid by St. Paul for fees,
costs, and expenses relating to or in connection with the Solow
Appeal or in defending any claim or claims made against the Solow
Appeal Bond.  Moreover, St. Paul will be entitled to its
appropriate distribution under the Plan for the allowed St.
Paul-Solow General Unsecured Claim in the amounts of the Solow
Appeal Bond Payment and the Solow Appeal Bond Expense Payments.

The Stipulation further resolves any issues that may arise under
Section 502(e) of the Bankruptcy Code with respect to the St.
Paul-Solow General Unsecured Claim, the Solow Appeal Bond Payment
and the Solow Appeal Bond Expense Payments:

   (a) While the allowed St. Paul-Solow General Unsecured Claim
       is classified and treated for reimbursement in the present
       amount of $1.00, the St.Paul-Solow General Unsecured Claim
       will become an uncontested, not subject to objection, and
       allowed claim for reimbursement for the amount of and at
       the time of the Solow Appeal Bond Payment;

   (b) The allowed St. Paul-Solow General Unsecured Claim will
       also become an allowed claim for reimbursement for the
       amount of and at the time of the Solow Appeal Bond Expense
       Payments, subject to the right of the Debtors to timely
       object to the reasonableness of and the amount of the
       Solow Appeal Bond Expense Payments; and

   (c) As contemplated by the Disclosure Statement and the Plan,
       at the resolution of the Solow Appeal, St. Paul's
       contingent liability under the Solow Appeal Bond will
       become fixed at the time that St. Paul makes any Solow
       Appeal Bond Payment and any Solow Appeal Bond Expense
       Payments.

                            Objections

1. Solow Entities

Sheldon H. Solow, Solow Development Corporation, Solovieff Realty
Company, LLC, and Solow Building Company, LLC, assert that St.
Paul Companies, Inc. and the Debtors' pursuit of the Solow Appeal
Bond is likely to be a waste of the Estate's resources.

The Solow Entities believe that, as an initial matter, the
Debtors can have no undue optimism about their chances on appeal.
Grace & Co.-Conn. has lost virtually every one of its appeals of
adverse jury verdicts in asbestos property damage cases, the
Solow Entities note.  In fact, in the entire history of asbestos
property damage litigation, Grace reversed only one plaintiffs'
liability verdict.  With the issues in the Solow case having been
exhaustingly analyzed over 12 years, there is little reason to
suspect lightning will strike for Grace.

William Sullivan, Esq., at Buchanan Ingersoll, PC, in Wilmington,
Delaware, tells Judge Fitzgerald that there is no reason to
believe that the Appeal can be "deceived expeditiously."  The
already busy New York courts must now address litigation
resulting from the September 11 tragedy as well as their usual
dockets.  Moreover, the appeal Grace seeks to pursue is only the
first step of a two-step New York appellate process, Mr. Sullivan
explains.

The Solow entities also note that Grace has not explained how
launching this appeal through a multi-year odyssey in the New
York appellate courts will aid its reorganization effort.  Unless
the Court intends to delay reorganization for several more years
-- a proposition that all familiar with the bankruptcy doubt --
the Solow Appeal would still be winding its way through the
courts when the reorganization concludes.  If the successful
reorganization includes a settlement of all property damage
claims, the fees expended pursuing the Solow Appeal will further
waste estate assets.

Mr. Sullivan contends that, in addition to the adverse financial
impact on the estate from substantial legal fees, prosecuting the
Appeal will also result in immediate detriment to the Solow
Entities by forcing it to spend roughly equivalent sums in
defending the appeal and prosecuting its cross-appeal.

Moreover, the Solow Entities aver that Grace's request to modify
the automatic stay is devoid of any legal analysis.  Mr. Sullivan
insists that the Lift Stay Request does not discuss any issues of
prejudice, balancing of hardships, or probable success on the
merits.  Grace's position also ignores the fact that the Solow
Entities cross-appealed to have the judgment increased by new
trial or judgment to the $75 million that the Solow Entities
contend represents their asbestos damages.  Thus, the appellate
process could also "potentially" result in the Solow case being
remanded for a new trial on damages that could leave Grace worse
off.

Mr. Sullivan further argues that the Solow Appeal "does not merit
special attention."  The Solow Entities note that Grace did not
explain why it has waited four years to make the request, nor how
moving ahead with the appeal now advances its reorganization
efforts in light of the appellate realities.  The Solow Entities
suggest that, to achieve more benefit, Grace should "focus its
energies on the multi-billion dollar elephant that has been
sitting around for four years -- the reorganization -- rather
than this comparative gnat."

The Solow Entities add that resolving St. Paul's objection to the
proposed plan of reorganization does not justify lifting the
stay.  St. Paul will receive a dollar-for-dollar claim against
Grace for any amounts paid pursuant to the appeal bond.  This
appears to be a straightforward resolution of a prepetition
indemnification or contribution claim, Mr. Sullivan says.

Moreover, the Solow Entities relate, having St. Paul withdraw
objections to "a reorganization plan currently on life support,
if not already dead, seems a small benefit when balanced against
the cost to Grace and Solow to resurrect their cross-appeals."
Mr. Sullivan asserts that the parties' energies could be more
usefully focused on a consensual reorganization that would
address not only Solow, but the thousands of other asbestos
property damage claims waiting in the wings.

Accordingly, the Solow Entities ask the Court to deny the
Stipulation.

2. PD Committee

The Official Committee of Asbestos Property Damage Claimants
contends that the Stipulation contravenes the well-established
principle, as codified in Section 502(e) of the Bankruptcy Code,
that a surety's claim is not entitled to superior status or
treatment other than the underlying claim in respect of which
surety was provided.  The PD Committee points out that because
there is no basis for St. Paul's assertion that it is entitled to
be reclassified as a general unsecured claim, its objection to
the Plan lacks merit and the Stipulation lacks the requisite
reasonableness for its approval under Rule 9019 of the Federal
Rules of Bankruptcy Procedure.  The terms of the Stipulation will
only cause significant financial and time expenditures on the
Debtors' part and has the potential of exposing the estate to
increased liabilities as the proposed state court litigation goes
forward.

Furthermore, the PD Committee argues that the Debtors have also
not demonstrated adequate cause for the stay to be modified,
considering (i) the financial effect of the request, (ii) the
potential exposure to increased liabilities, and (iii) the
inevitable distraction for the Debtors of the state court
litigation in respect of the Solow claim even though a proposed
plan of reorganization already exists.  The PD Committee believes
that it is in the best interests of the estate and its creditors
for the automatic stay to remain in place under the circumstances
presented by the Debtors in the Stipulation.

                          *     *     *

Judge Fitzgerald denies the Stipulation, without prejudice to the
Debtors' ability to bring the same or similar request at a later
date.  The automatic stay remains in place.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 86; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTERN WATER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Western Water Company
        102 Washington Avenue
        Point Richmond, California 94801

Bankruptcy Case No.: 05-42839

Type of Business: The Debtor manages, develops, sells and leases
                  water and water rights in the western United
                  States.

Chapter 11 Petition Date: May 24, 2005

Court: Northern District of California (Oakland)

Debtor's Counsel: Adam A. Lewis, Esq.
                  Law Offices of Morrison and Foerster
                  425 Market Street
                  San Francisco, California 94105-2482
                  Tel: (415) 268-7000

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sigler & Co.                  Subordinated            $3,135,000
P.O. Box 5000                 Debenture
Newark, NJ 07101-8006

Mr. Christopher W. Johnson    Subordinated            $1,045,000
630 Fifth Ave., Suite 1510    Debenture
New York, NY 10111

Mr. Robert Johnson IV         Subordinated            $1,045,000
630 Fifth Ave, Suite 1510     Debenture
New York, NY 1011

Palmetto Partners, Ltd.       Subordinated            $1,045,000
711 Louisiana St., 31st Flr.  Debenture
Houston, TX 77022

The William Stamps Farish     Subordinated              $522,500
Fund                          Debenture
1100 Louisiana, Suite 200
Houston, TX 77022

Ms. Martha F. Gerry           Subordinated              $522,500
159 Factory Pond Road         Debenture
Millneck, NY 11765

III N. High Yield Fund        Subordinated              $522,500
300 N. Marchfield, Ste. 300   Debenture
Midland, TX 79701

John Drane Clark              Subordinated              $418,000
2200 South Center Street      Debenture
Hickory, NC 28602

T Rowe Price New Era Fund     Amended Promissory        $331,866
Inc.                          Note/ Promissory Note
C/o Bonnie Maher,             Series 2005
Investment Liaison
100 East Pratt
Baltimore, MD 21202

T Rowe Price Small Cap        Amended Promissory        $331,866
Value Fund, Inc.              Note/ Promissory Note
C/o Bonnie Maher,             Series 2005
Investment Liaison
100 East Pratt
Baltimore, MD 21202

Wisconsin Alumni Research     Amended Promissory        $165,933
Foundation                    Note/ Promissory Note
                              Series 2005

Mr. Donald Kendall Jr.        Subordinated              $104,500
                              Debenture

The 1992 Houston              Subordinated              $104,500
Partnership 1001              Debenture

Ms. Doris Powers              Subordinated              $104,500
                              Debenture

Dalhousie University Killam   Amended Promissory         $82,966
Endowment Fund                Note/ Promissory Note
                              Series 2005

Trustees of Dartmouth         Amended Promissory         $49,780
College                       Note/ Promissory Note
                              Series 2005

Workplace Health, Safety      Amended Promissory         $41,483
& Comp Commission             Note/ Promissory Note
                              Series 2005

Hyde & Watson Foundation      Amended Promissory         $41,483

Sterling Grace Capital        Subordinated               $39,188
Management LP                 Debenture

AngloAmerican Security        Subordinated               $39,188
Fund LP


WHEREHOUSE ENTERTAINMENT: Wants Until July 5 to Object to Claims
----------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for an
extension, through and including July 5, 2005, to file objections
to Administrative Claims and Other Priority Claims.

The Court confirmed the Debtors' Liquidating Plan of
Reorganization on March 15, 2004, and the Plan took effect on
June 1, 2004.

The Debtors explain that their limited staff has continued in
working diligently to review all Administrative Claims and Other
Priority Claims filed by creditors.  The Debtors have been able to
reach a consensual resolution regarding the amount and priority of
numerous claims to which the Debtors have already objected.

The Debtors give the Court two reasons why the extension is
warranted:

   a) while the forthcoming eight and ninth omnibus claims
      objection will substantially complete the Debtors' claims
      objection process, the requested extension is necessary to
      complete the review of the Administrative Claims and Other
      Priority Claims to ensure the accurate and efficient
      completion of the claims administration process; and

   b) the requested extension is not being sought to delay the
      claims administration process and it will not prejudice any
      claimants whose claims are still unresolved.

The Court will convene a hearing at 1:30 p.m., on June 3, 2005, to
consider the Debtors' request.

Headquartered in Torrance, California, Wherehouse Entertainment,
Inc., sells prerecorded music, videocassettes, DVDs, video games,
personal electronics, blank audio cassettes and videocassettes,
and accessories.  The Company and its debtor-affiliates filed for
chapter 11 protection on January 20, 2003, (Bankr. Del. Case No.
03-10224).  Mark D. Collins, Esq., and Paul Noble Heath, Esq., at
Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WINN-DIXIE: Posts $13 Million Net Loss for Third Quarter 2004
-------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheets: WNDXQ) today filed its
report on form 10-Q with the Securities and Exchange Commission in
which it reported financial results for the third quarter ended
April 6, 2005.

The 10-Q is available on the company's Web site at
http://www.winn-dixie.com/or through the SEC's EDGAR service at
http://www.sec.gov/

                 Winn-Dixie Stores, Inc., et al.
              Unaudited Consolidated Balance Sheet
                         At April 6, 2005
                          (In thousands)

                              ASSETS

Current assets:
   Cash and cash equivalents                            $34,224
   Marketable securities                                 19,507
   Trade and other receivables, net                     175,857
   Insurance claims receivable                           19,496
   Income tax receivable                                 34,031
   Merchandise inventories, less LIFO reserve           791,423
   Prepaid expenses and other current assets            108,884
                                                   ------------
   Total current assets                               1,183,422

Property, plant and equipment, net                      827,702
Other assets, net                                       117,789
                                                   ------------
TOTAL ASSETS                                         $2,128,913
                                                   ============

               LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt                       $282
   Current obligations under capital leases               2,811
   Accounts payable                                     113,473
   Reserve for workers' compensation
      insurance claims and self-insurance                79,167
   Accrued wages and salaries                            90,825
   Accrued rent                                           2,332
   Accrued expenses                                     103,517
                                                   ------------
   Total current liabilities                            392,407

Reserve for workers' compensation insurance
   claims and self-insurance                            133,165
Long-term debt                                              390
Long-term borrowings under DIP Credit Facility          106,277
Obligations under capital leases                          7,905
Other liabilities                                        18,924
                                                   ------------
Total liabilities not subject to compromise             659,068
Liabilities subject to compromise                     1,126,688
                                                   ------------
Total liabilities                                     1,785,756
                                                   ------------

Shareholders' equity:
   Common stock                                         141,947
   Additional paid-in-capital                            31,337
   Retained earnings                                    189,704
   Accumulated other comprehensive loss                 (19,831)
                                                   ------------
   Total shareholders' equity                           343,157
                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $2,128,913
                                                   ============


                 Winn-Dixie Stores, Inc., et al.
         Unaudited Consolidated Statement of Operations
                   12 weeks ended April 6, 2005
                          (In thousands)

Net sales                                            $2,278,416
Cost of sales                                         1,690,588
                                                   ------------
Gross profit on sales                                   587,828

Other operating and administrative expenses             651,040
Impairment charges                                       51,265
Restructuring gains                                      (6,928)
                                                   ------------
Operating loss                                         (107,549)
Interest expense, net                                    11,386
                                                   ------------
Loss before reorganization items and income taxes      (118,935)
Reorganization items, net                              (148,088)
Income tax expense                                            -
                                                   ------------
Net earnings from continuing operations                  29,153
Discontinued operations:
   Loss from discontinued operations                    (14,033)
   Loss on disposal of discontinued operations          (28,526)
   Income tax expense                                         -
                                                   ------------
   Net loss from discontinued operations                (42,559)
                                                   ------------
Net loss                                               ($13,406)
                                                   ============


                 Winn-Dixie Stores, Inc., et al.
         Unaudited Consolidated Statement of Operations
                   40 weeks ended April 6, 2005
                          (In thousands)

Net sales                                            $7,690,658
Cost of sales                                         5,662,292
                                                   ------------
Gross profit on sales                                 2,028,366

Other operating and administrative expenses           2,161,502
Impairment charges                                      147,349
Restructuring charges                                    78,166
                                                   ------------
Operating loss                                         (358,651)
Interest expense, net                                    29,425
                                                   ------------
Loss before reorganization items and income taxes      (388,076)
Reorganization items, net                              (148,088)
Income tax expense                                      181,814
                                                   ------------
Net loss from continuing operations                    (421,802)
Discontinued operations:
   Loss from discontinued operations                    (53,221)
   Loss on disposal of discontinued operations          (91,161)
   Income tax expense                                         -
                                                   ------------
   Net loss from discontinued operations               (144,382)
                                                   ------------
Net loss                                              ($566,184)
                                                   ============


                 Winn-Dixie Stores, Inc., et al.
         Unaudited Consolidated Statement of Cash Flows
                  40 weeks ended April 6, 2005
                          (In thousands)

Cash flows from operating activities:
Net loss                                              ($566,184)
Adjustments to reconcile net loss to
net cash used in operating activities:
   Gain on sale of facilities                           (25,974)
   Reorganization items, net                           (148,088)
   Depreciation and amortization                        116,527
   Impairment charges                                   153,991
   Deferred income taxes                                237,647
   Stock compensation plans                               8,326
   Change in operating assets and liabilities:
      Trade and other receivables                       (86,302)
      Merchandise inventories                           129,119
      Prepaid expenses and other current assets         (58,573)
      Accounts payable                                  (10,744)
      Reserve for insurance claims and self-insurance     7,630
      Lease liability on closed facilities              129,244
      Income taxes receivable                            15,117
      Defined benefit plan                                9,234
      Other accrued expenses                             (2,087)
                                                   ------------
Net cash used in operating activities before
reorganization items                                   (91,117)
Cash effect of reorganization items                      (3,251)
                                                   ------------
Net cash used in operating activities                   (94,368)

Cash flows from investing activities:
   Purchases of property, plant and equipment          (107,447)
   Decrease in investments and other assets              12,317
   Proceeds from sale of assets                          73,895
   Marketable securities, net                              (546)
                                                   ------------
Net cash provided by investing activities               (21,781)

Cash flows from financing activities:
   Gross borrowings on DIP Credit Facility              478,277
   Gross repayments on DIP Credit Facility             (372,000)
   Gross borrowings on revolving credit facility        486,000
   Gross repayments on revolving credit facility       (486,000)
   Principal payments on long-term debt                    (205)
   Debt issuance costs                                  (11,238)
   Principal payments on capital lease obligations       (1,850)
   Dividends paid                                             -
   Swap termination receipts/payments, net                    -
   Other                                                    571
                                                   ------------
Net cash provided by financing activities                93,555

Decrease in cash and cash equivalents                   (22,594)
Cash and cash equivalents at beginning of period         56,818
                                                   ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $34,224
                                                   ============

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Grand Jury Probes Alleged Lobster Sale Violations
-------------------------------------------------------------
In its Form 10-Q Report filed with the Securities and Exchange
Commission, Winn-Dixie Stores, Inc., disclosed that on April 29,
2005, the Company received a letter from the United States
Attorney for the Southern District of Florida indicating that a
federal grand jury is investigating possible violations of
federal criminal law arising out of activities related to illegal
importation, possession, transportation and sale of undersized
lobster in and within the United States and the State of Florida,
and that the Company is a target of the investigation.  The laws
potentially applicable are intended to protect the feed stocks of
lobsters, and other fish and wildlife.  Winn-Dixie is fully
cooperating and believes it has defenses to any potential
charges.  At this early stage, the Company is unable to predict
the outcome of this investigation.

Various claims and lawsuits arising in the normal course of
business are pending against the Company, including claims
alleging violations of certain employment or civil rights laws,
claims relating to both regulated and non-regulated aspects of
the business and claims arising under federal, state or local
environmental regulations.  The Company denies the allegations of
the various complaints and is vigorously defending the actions.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Gets Court Nod to Pay Automobile Insurance Obligations
------------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Middle
District of Florida to continue to pay prepetition automobile
liability claims in the manner they did before the bankruptcy
petition date.  In addition, the Debtors obtained permission from
Judge Drain to pay other prepetition amounts as necessary to
maintain their self-insurance automobile liability programs.  "It
is essential to the continued operation of the Debtors' businesses
and their efforts to reorganize that the self-insurance programs
be maintained on an ongoing basis," Mr. Baker says.

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, tells the U.S. Bankruptcy Court for the Middle District of
Florida that the Debtors maintain various insurance policies and
self-insurance programs relating to automobile and other
liability.  The Debtors self-insure for automobile liability in
Alabama, Florida, Georgia, Indiana, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia.

In connection with their automobile liability self-insurance, the
Debtors have posted bonds with the States of Georgia and
Kentucky.  In addition, the Debtors maintain a high-retention
automobile insurance policy which has ACE American Insurance
Company, as a primary layer of vehicle insurance with an annual
premium of $467,000.  The ACE Policy provides a $1.5 million
limit of coverage only after the Debtors have exhausted a $2
million per incident self-insured retention.

As of the bankruptcy petition date, there were pending claims
against the Debtors based on automobile-related incidents.  Each
state in which the Debtors maintain self-insurance programs
requires them to meet certain criteria to be permitted to operate
vehicles on a self-insured basis.  Mr. Baker asserts that if the
Debtors do not pay these pending claims through their self-insured
programs or otherwise, the state where the claim arose may attempt
to revoke the Debtors' self-insured authority.  The Debtors could
be required under state law to obtain additional and costly
automobile liability insurance.  And where applicable state law
mandates this coverage, bankruptcy law would likewise require it.
In addition, in those states in which the Debtors have posted
bonds securing their obligations, the Debtors would be subjected
to additional costs associated with those bonds.

Mr. Baker adds that if the Debtors lost their authority to
operate their self-insurance programs and had not yet obtained
the required automobile liability insurance, they could be
precluded from operating their fleet of trucks and other
automobiles for some period of time until the required automobile
liability insurance could be obtained.  "Any interruption in the
Debtors' ability to operate their vehicles would have a
devastating effect on the Debtors' business and their prospects
for a successful reorganization," Mr. Baker says.

Through consultation with their insurance broker, the Debtors
have determined that without the self-insured programs in place,
the procurement of automobile insurance with a $250,000
deductible and a limit of $1,750,000 would cost them $2,269,000
for one year.  This amount is in addition to the $467,000 premium
for the ACE Policy.  The Debtors would also incur $35,000 in
additional costs associated with letters of credit that they
would be required to post in connection with a new insurance
policy.

The Debtors estimate that they will be able to pay certain valid
prepetition claims, asserting approximately $1,355,000.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WISE METALS: Limited Liquidity Prompts S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Wise
Metals Group LLC to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B' corporate credit and its 'B-'
rating on the company's $150 million senior secured notes due
2012.  The Linthicum, Maryland-based manufacturer of aluminum can
sheet had about $270 million in total debt at March 31, 2005.

"The outlook revision reflects our concerns about the company's
higher-than-expected debt levels, limited liquidity, and weak
credit metrics, which are related to meaningful increases in
working capital levels," said Standard & Poor's credit analyst
Paul Vastola.  "Indeed, liquidity was a meager $10 million of
availability under its 125 million revolving credit facility as of
May 17, 2005."

Rising input costs, especially for primary aluminum, and
additional volumes have led to higher-than-normal working capital
levels.  Also, rising interest costs are a concern, given the
company's growing borrowings under its floating-rate bank
facility.

Wise Metals' business risk is heightened by its concentration of
operations at a single facility, the 1.1 billion-pound capacity
Listerhill plant in Muscle Shoals, Alabama.  The facility accounts
for about 15% of U.S. rolling mill capacity.  Wise Metals also
competes with substantially larger and financially stronger
rivals, Alcoa Inc. and Novelis Inc., a former division of
Alcan Inc., which together hold about 66% of the aluminum
beverage-can-sheet market.

Wise's performance has been weaker and more volatile than
expected.

"Should the company be unable to restore its liquidity levels and
credit metrics to more appropriate levels in the short term,
ratings on the company will be lowered," Mr. Vastola said.
"Conversely, the company's outlook could be revised to stable
should it attain these targets, while it also seeks to enhance its
customer base and product mix."


WORLDCOM INC: Asks Court to Bar Levcor from Prosecuting NY Action
-----------------------------------------------------------------
Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, in New York,
relates that on January 23, 2001, Levcor International filed a
complaint in the Supreme Court of the State of New York, County of
New York, asserting claims for:

    * breach of contract,
    * gross negligence,
    * negligence,
    * fraud, and
    * fraud in the inducement.

Levcor retained MCI, Inc., to relocate its telephone service in
connection with an office move.  Levcor alleged that MCI assured
them that all of the phone lines would be transferred and in
working order by a specified date.  Levcor complained that MCI
failed to install the new telephone line service in a timely
manner in accordance with its representations.

On February 13, 2001, MCI removed the Levcor Action to the federal
court.  In June 2001, the federal court remanded the action to the
New York State Court.  On July 13, 2001, MCI asked the New York
State Court to dismiss the Levcor Action.

Thereafter, Levcor served its First Amended Complaint along with
its response in opposition to MCI's Motion to Dismiss.  The
Amended Complaint asserted two additional causes of action:

    * a claim for willful misconduct, and
    * a request for declaratory relief.

By April 9, 2002, the New York State Court dismissed all of
Levcor's claims with the exception of its willful misconduct
claim.  In May 2002, MCI filed a Notice of Appeal with respect to
that portion of the April 9 Order that denied MCI's request to
dismiss Levcor's claim for willful misconduct.

On July 25, 2002, MCI served a Notice of Filing of Bankruptcy in
the Levcor Action.  MCI's counsel also asked the Appellate
Division of the New York State Court to stay its Notice of Appeal
until 60 days after the entry of a Bankruptcy Court Order lifting
the automatic stay.  The New York State Court's Appellate
Division granted MCI's request but only to the extent of enlarging
the time in which to perfect the appeal to the December 2003 term.
MCI did not perfect the appeal.

Mr. Perez relates in March 2005, Levcor informed MCI that it wants
to continue litigating the Levcor Action.  MCI's counsel explained
that Levcor's claim had been discharged and a permanent injunction
is now in place.

Accordingly, the Reorganized WorldCom, Inc. and its debtor-
affiliates ask the Bankruptcy Court to:

    (a) find that the continued prosecution of the Levcor Action
        violates the Debtors' Plan of Reorganization, the
        Confirmation Order, and Sections 524(a) and 1141(d) of the
        Bankruptcy Code;

    (b) direct Levcor to cease any further acts to continue the
        Levcor Action or to in any other manner seek to enforce
        its claims against the Reorganized Debtors;

    (c) remedy all prior violations of the Plan, the Confirmation
        Order and the Bankruptcy Code by dismissing with prejudice
        all claims against the Reorganized Debtors in the Levcor
        Action; and

    (d) award damages against Levcor and its counsel for their
        knowing violation of the Plan and the Confirmation Order.

Mr. Perez argues that the Levcor Action improperly seeks to
collect a discharged claim.  Under the Bankruptcy Code,
confirmation of a plan discharges "any debt that arose before the
date of the confirmation."  Because "debt" is defined as
"liability on a claim", all claims that arise prior to the
confirmation of a plan are effectively discharged under Section
1141(d).  Mr. Perez asserts that Levcor's willful misconduct claim
constitutes an unliquidated, contingent, unmatured and disputed
right to payment, and therefore qualifies as a claim.  Because
Levcor filed its willful misconduct claim in the New York
State Court prior to the Petition Date, the claim clearly arose
prior to the October 31, 2003 Confirmation Date.  Accordingly,
Mr. Perez says, Levcor's willful misconduct claim is discharged
pursuant to Section 1141(d), as further effectuated by the Plan
and the Confirmation Order.

Mr. Perez adds that since Levcor's claim was discharged, it is now
enjoined by the Section 524(a) injunction from seeking to collect
or recover those claims from the Reorganized Debtors.

"In sum, because Levcor failed to timely file a proof of claim in
the Bankruptcy Court, it is now barred from recovering under the
Plan and it is barred from proceeding to collect its claims in
either the NY State Court or another court of competent
jurisdiction," Mr. Perez maintains.

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


* Black Diamond Names Stuart Armstrong as New CEO
-------------------------------------------------
Black Diamond Commercial Finance, L.L.C. (BDCF), a privately held,
independent commercial finance company, disclosed the appointment
of Stuart A. Armstrong as President and Chief Executive Officer.

Mr. Armstrong joins Black Diamond Commercial Finance from GE
Commercial Finance, where he spent the last 13 years, most
recently serving as Senior Managing Director - National Head of
their Restructuring, Automotive, Metals and Retail Finance Groups.

Mr. Armstrong was involved in a number of major loan originations
while at GE Commercial Finance, including loans for Delta
Airlines, Air Canada, Coremark and Dick's Sporting Goods.

"Black Diamond Commercial Finance has established an outstanding
reputation in the loan origination marketplace, and I am very
excited about the opportunity for growth I have here with this
expanding market player," said Mr. Armstrong.

Mr. Armstrong earned his Bachelor's degree in Economics from
Rutgers University and earned his M.B.A. in Finance from
Georgetown University.

            About Black Diamond Commercial Finance

BDCF originates loans to various enterprises and real estate
transactions.  In addition, BDCF provides DIP financings as well
as asset based loans.  BDCF has offices in Greenwich, Connecticut
and Lake Forest, Illinois.


* Senior Asst. U.S. Attorney Joins Chadbourne & Parke as Counsel
----------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Keith M. Rosen, 34, previously a Senior Assistant U.S. Attorney
with the United States Attorney's Office for the District of
Delaware, will be joining the Firm's White Collar Defense Group as
Counsel resident in the Washington, D.C. office.

Mr. Rosen worked in the Criminal Division in the District of
Delaware, which he joined in 1999.  In this capacity, he was the
lead task force attorney on the Organized Crime Drug Enforcement
Task Force.  Mr. Rosen represented the United States in Federal
District Courts, Courts of Appeals, and before grand juries on a
broad range of criminal matters, including money laundering,
public corruption, embezzlement/fraud, narcotics, and violent
crime offenses.  He prosecuted one of the early cases under the
Economic Espionage Act, involving theft of proprietary pricing
trade secret information.

"Keith's exceptional background in multi-agency and multi-
jurisdictional criminal investigations will be a great asset to
the Firm and complement our nationally and internationally
recognized white collar criminal defense practice," said Charles
K. O'Neill, Managing Partner.

"Keith's unique combination of skills and experience will be
welcomed additions to our white collar practice," added Andrew A.
Giaccia, managing partner of the Washington, D.C. office.  "We
feel that he will be a great addition to our group; he will also
contribute to our civil litigation capabilities, particularly with
respect to representing corporate and individual clients in
complex civil litigation matters.  Keith's impressive trial
experience enhances Chadbourne's already outstanding stable of
trial lawyers."

Mr. Rosen is a graduate of Brown University where he earned an
A.B., magna cum laude.  He received his J.D. from Yale Law School,
where he was a senior editor for the Law Review. Following Law
School, Mr. Rosen served as a law clerk to the Hon. Edward R.
Becker, United States Court of Appeals, Third Circuit, and was
then an associate at Morgan, Lewis & Bockius LLP.

Chadbourne's white collar defense practice is national and
international in scope.  The group's attorneys counsel and
represent clients in connection with a wide range of matters,
including criminal investigations and defense, congressional
investigations, internal investigations, federal agency (SEC, IRS,
FTC) cases, inspector general investigations, state attorney
general investigations, and parallel proceedings.

Clients include companies, government officials and individuals
(including corporate directors, officers and other professionals)
who have become entangled in investigations conducted by federal
or state governments or other regulatory agencies; have been
designated or named as witnesses, subjects or targets in criminal
investigations and prosecutions; or have been designated as
witnesses by federal or state legislative committees.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London.  For additional
information, visit http://www.chadbourne.com/


* FTI Consulting Increases Share Repurchase Program to $50 Million
------------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) reported that its Board of
Directors has increased the company's authorization under its
share repurchase program to $50 million from the approximately
$27.5 million remaining under its previous authorization.  The
share repurchase program authorizes FTI to repurchase shares of
its common stock through open market or privately negotiated
transactions and continues through its original expiration date at
the end of October 2005.  The program is funded with a combination
of cash on hand or borrowings.

                   About FTI Consulting

FTI is the premier provider of corporate finance/restructuring,
forensic/litigation/ technology, and economic consulting. Located
in 24 of the major U.S. cities, London and Melbourne, FTI's total
workforce of more than 1,000 employees includes numerous PhDs,
MBA's, CPAs, CIRAs, CFEs, and technologists who are committed to
delivering the highest level of service to clients.  These clients
include the world's largest corporations, financial institutions
and law firms in matters involving financial and operational
improvement and major litigation.  Additional information is
available at http://www.fticonsulting.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Outing
         Crooked Creek Country Club, Alpharetta, GA
            Contact: 770-859-2404 or http://www.turnaround.org/

May 31, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2005 (Date is tentative)
   TURNAROUND MANAGEMENT ASSOCIATION
      12th Annual Charity Golf Tournament
         Venue - TBA
            Contact: 203-877-8824 or http://www.turnaround.org/

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA New York Golf Tournament (for members only.)
         Fresh Meadows Country Club, Lake Success, NY
            Contact: 646-932-5532 or http://www.turnaround.org/

June 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Lien Loans: Working with a New Capital Structure
         The Westin Charlotte, NC
            Contact: 703-912-3309 or http://www.turnaround.org/

June 7, 2005
   NEW YORK INSTITUTE OF CREDIT
      NYIC 86th Annual Award Banquet
         New York Hilton and Towers, NYC
            Contact: 212-551-7920 or http://www.nyic.org/

June 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA-LI Women's Marketing Initiative: Afternoon Tea
         Milleridge Inn, Long Island, NY
            Contact: 516-465-2356 / 631-434-9500 or
                     http://www.turnaround.org/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Program
         IDS Center, Minneapolis, MN
            Contact: 703-912-3309 or http://www.turnaround.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 24, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         RattleSnake Point Golf Club, Toronto
            Contact: http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      "Hands On" Turnarounds
         The Centre Club, Tampa, FL
            Contact: 703-912-3309 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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