TCR_Public/050601.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, June 1, 2005, Vol. 9, No. 128

                          Headlines

A.B. DICK: Gets Court Nod to Hire DiCicco Gulman as Accountants
A.B. DICK: Wants to Extend TRG Employment Until September
ADELPHIA COMMS: Dist. Court Approves DOJ, SEC & Rigas Settlements
ADELPHIA COMMS: U.S. Trustee Adds Tudor & Highfields to Committee
ALASKA AIRLINES: Inks Tentative Labor Pact with Flight Attendants

ALASKA AIRLINES: Inks New Five-Year Labor Pact with Pilots
ALOE SPLASH: Taps Robert Maresco as Tax Accountant
AIR CANADA: Monitor Certifies Resolution of Disputed Unsec. Claims
AMERICAN BUSINESS: Trustee Wants Access to Cash Collateral
AMERICAN BUSINESS: Southwest & Show Home Want to Foreclose

AMERICAN BUSINESS: Washington Mutual Wants Automatic Stay Lifted
AMERICAN PLUMBING: Wants Plumbco & Ben Lewis to Pay $241,067
ANY MOUNTAIN: Hires David Chandler as General Counsel
ARTHUR ANDERSEN: High Court Tosses Criminal Conviction
ATA AIRLINES: Inks Fourth Amendment to Southwest Credit Pact

CATHOLIC CHURCH: St. George's Asks Members to Continue Support
CATHOLIC CHURCH: Portland Parish Wants Building Fund Protected
CATHOLIC CHURCH: Tort Committee Wants Portland's Exclusivity Ended
CEDU EDUCATION: Ch. 7 Trustee Wants Lease Decision Period Extended
CEDU EDUCATION: Chapter 7 Trustee Hires Keen as Consultant

CYCLELOGIC INC: Chapter 7 Trustee Wants Objection Deadline Moved
D & K STORES: Hires Buseck Barger as Accountant
DELPHI CORP: Names Brian Eichenlaub as Investor Relations Director
DELPHI CORP: Amending $1.5 Billion Facility to Maintain Liquidity
DELTA AIR: Names Sametta Klinetob Government Affairs Director

DOCTORS HOSPITAL: Wants to Retain Ordinary Course Professionals
DYKESWILL LTD: Trustee Wants Koa Realty as Real Estate Broker
DYKESWILL LTD: Chap. 11 Trustee Wants to Dissolve Minit Mortgage
DYNEX POWER: Equity Deficit Widens to $1.7 Million at March 31
ENRON CORP: Wants Court Okay on Sureties Settlement Agreement

FARMLAND INDUSTRIES: Trust Wants to Sell Real Property for $650K
FARMLAND INDUSTRIES: Trust Inks Settlement with Three Parties
FEDERAL-MOGUL: Sixty-One Creditors Transfer $4,763,174 in Claims
FOOTMAXX HOLDINGS: March 31 Balance Sheet Upside-Down by C$16.5MM
FOOTSTAR INC: Asks Court to Approve Settlement Agreement With GECC

FRIEDMAN'S INC: Closes $125 Million Amended and Restated DIP Loan
HAPPY KIDS: Creditors Must File Proofs of Claim by June 30
INTERSTATE BAKERIES: List of Equity Security Holders
INTERSTATE BAKERIES: 270 Trade Creditors Sell $2.9 Million Claims
JM HILLS: U.S. Trustee Unable to Form Creditors' Committee

KEYSTONE CONSOLIDATED: Files Amended Joint Reorganization Plan
KMART CORP: Kenneth Maynard Wants Stay Lifted to Pursue Litigation
KRISPY KREME: Extends Kroll Zolfo Bonus Talk Deadline to June 30
LAIDLAW INT'L: Names Michael Rushin Laidlaw Transit President
MCLEODUSA INC: Judge Baxter Formally Closes Bankruptcy Case

MIRANT CORP: Wells Fargo Wants Plan & Disclosure Statement Amended
MIRANT CORP: Asks Court to Approve NRG Claims Settlement Agreement
MIRANT CORP: Gets Court Nod to Extend L/Cs Expiration to June 30
MOSLER INC: Court Formally Closes Chapter 11 Bankruptcy
NAKOMA LAND: Section 341(a) Meeting Slated for June 20

NORTEL NETWORKS: Declares Preferred Stock Dividends
ONE TO ONE: U.S. Trustee Appoints Five-Member Creditors Committee
ONE TO ONE: Unsecured Panel Wants to Retain Kelley Drye as Counsel
PEGASUS SATELLITE: Plan Trustee Wants to Assume KB Lewiston Pact
PHILIP SERVICES: Court Formally Closes 34 Affiliates' Cases

PRECISION SPECIALTY: Trustee Wants Howard & Howard as Accountants
ROGERS & SONS: Trustee Hires Murray Brothers as Agent & Auctioneer
TECHNEGLAS INC: Wants PwC to Audit Financial Statements for 2004
THAXTON GROUP: FINOVA Cash Collateral Deal Continued to June 30
THAXTON GROUP: Has Until June 8 to Decide on Leases

TOWER AIR: Trustee Reports E&Y Litigation Settled in March
TW INC: Judge Walrath Confirms Liquidating Plan
UAL CORP: Mechanics Ratify New Tentative Labor Pact
UAL CORP: Machinists Ink "Agreement in Principle" on All Issues
UAL CORP: Files 14th Reorganization Status Report

UNIVERSAL AUTOMOTIVE: Taps Baker & Hostetler as Bankruptcy Counsel
UNIVERSAL AUTOMOTIVE: Look for Bankruptcy Schedules on July 11
US AIRWAYS: Gets Court Nod to Reject Three Promo Services Accords
US AIRWAYS: Gets Final Court Nod to Reject 23 Aircraft Leases
US AIRWAYS: Wellington to Invest $150 Mil. in America West Merger

VALLEY CITY: Committee Wants to Hire Thorp Reed as Counsel
VARTEC TELECOM: Committee Poised to Sue Rural Telephone Coop.
VERITRANS SPECIALTY: Thor Industries Acquires Assets for $9.5MM
VERITRANS SPECIALTY: Files Schedules of Assets & Liabilities
W.R. GRACE: Gets Court Nod to Hire Beveridge as Special Counsel

WATERMAN INDUSTRIES: Hires Kenneth Leddon as Restructuring Officer
WINN-DIXIE: Sells Gulfstream to Leading Edge for $16 Mil.
WINN-DIXIE: Trustee Withdraws Objection to Hiring Carlton Fields
WINN-DIXIE: Rejects 23 Grocery Store Leases
YUKOS OIL: Angarskaya Petrochemicals Might Seek Protection

* Upcoming Meetings, Conferences and Seminars

                          *********

A.B. DICK: Gets Court Nod to Hire DiCicco Gulman as Accountants
---------------------------------------------------------------
A.B. Dick Company n/k/a Blake of Chicago Corp. and Paragon
Corporate Holdings, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the District of Delaware, to retain
DiCicco, Gulman & Company LLP as their accountants, nunc pro tunc
to March 2, 2005.

DiCicco will prepare the Debtors' federal and state income tax
returns for 2004, "on an emergent basis," the Debtors tell the
Court.

The Debtors believe that DiCicco is well qualified to serve as
their accountant because of the firm's extensive experience in
financial statement review and auditing, tax return preparation,
and employee benefit plan auditing.  The Court already approved
the retention of one of DiCicco's partners, Ronald H. Orleans,
CPA, P.C., in connection with an Asset Sale Agreement between the
Debtors, Presstek, and Silver Acquisitions Corp.  Mr. Orleans'
scope of employment included an audit of A.B. Dick's 401(k) Plan's
2003 financial statements and preparation of 2003 tax returns.

To the best of the Debtors' knowledge, the partners and associates
of DiCicco is disinterested as that term is defined in Section
101(14) of the Bankruptcy Code.

DiCicco, Gulman & Company LLP will bill the Debtors on a flat-fee
basis:

         Services                     Fee
         ----------------------       -------
         Tax Return Preparation
            for 2004                  $65,000

         Tax Return Preparation
            for 2005, if required     $25,000
                                      -------
         Total:                       $90,000

Although the Debtors believe that the flat-fee arrangement is the
most cost-effective means of compensating DiCicco, the firm has
indicated that it would modify the proposed engagement to provide
for hourly billing if the Court determines that arrangement is
preferable.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004. Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


A.B. DICK: Wants to Extend TRG Employment Until September
---------------------------------------------------------
After filing for bankruptcy, A.B. Dick Company n/k/a Blake of
Chicago Corp. and its debtor-affiliates terminated Brian Longe as
their Chief Executive Officer and employed The Recovery Group,
Inc., known as TRG, as their turnaround and crisis manager.  TRG
designated Stephen S. Gray and John Calabrese as the Debtors'
Chief Restructuring Officer and Assistant Chief Restructuring
Officer.  Together, Messrs. Gray and Calabrese successfully
managed the Debtors' day-to-day postpetition business operations
through the closing of the sale of substantially all of the
company's assets to Presstek and Silver Acquisitions Corp.

TRG's role in the Debtors' cases as crisis managers concluded two
weeks after the Nov. 5, 2004, consummation of the Sale.  However,
certain of TRG's employees, including Mr. Gray and Mr. Calabrese
agreed to continue to provide services to the Debtors' estates on
an hourly basis for purposes, among other, of maximizing the
Debtors' remaining assets and supervising the Debtors' wind down.
The Debtors sought and obtained the Court's authority to retain
the TRG employees until Jan. 2005, and another extension until
Apr. 30, 2005.

Since TRG was unable to complete their various wind-down duties by
Apr. 30, the Debtors ask the Court to further extend TRG's
employment through Sept. 30, 2005, to help them:

   (1) pursue and liquidate potential assets such as vendor
       debits, insurance refunds, workers' compensation audits and
       tax refunds;

   (2) provide financial and other data necessary to support
       confirmation of the Plan;

   (3) manage the estates' cash and oversee the winding down of
       A.B. Dick and its Canadian subsidiary;

   (4) comply with the United States Trustee's reporting
       requirements during the remainder of the cases; and

   (5) provide litigation support; and

   (6) oversee the payments of post-petition administrative
       expenses, to the extent possible.

The Debtors want to specifically retain:

                                    Hourly Rate
                                    -----------
         Stephen S. Gray               $490
         John Calabrese                $395
         Robert Scharnecchia           $395
         Linda Hein                    $300
         Another TRG Consultant        $300

The Debtors believe that it is necessary to retain the TRG
employees to effectuate the seamless, orderly and cost-effective
resolution of these cases.

TRG has estimated that the cost of their services from May through
September 2005 will be around $129,000.

                          About TRG

TRG has provided turnaround and crisis management services to
businesses, creditors, lenders and investors for more than 20
years.  With a experienced senior management team and a staff of
40 consultants, TRG specializes in delivering comprehensive
solutions for troubled mid to large-cap businesses.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004. Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


ADELPHIA COMMS: Dist. Court Approves DOJ, SEC & Rigas Settlements
-----------------------------------------------------------------
Judge P. Kevin Castel of the United States District Court for the
Southern District of New York approved the $715,000,000
settlement of a fraud lawsuit filed by the Securities and
Exchange Commission against Adelphia Communications Corporation,
et al.

As previously reported, Judges Leonard B. Sand and Robert
Gerber also approved the Settlement.  Judge Sand oversees the
criminal case against certain of the Rigases while Judge Gerber
oversees the ACOM Debtors' Chapter 11 cases.

With all three required approvals in place, the parties expect to
consummate the settlement soon.

A full-text copy of the DoJ-ACOM Settlement Agreement is available
for free at:

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

A full-text copy of the SEC-ACOM Settlement Agreement is
available for free at:

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


A full-text copy of the Rigas-ACOM Settlement Agreement is
available for free at:

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

             Judge Gerber Signs Amended Proposed Order

At Judge Gerber's direction, the ACOM Debtors modified the
Proposed Order to include internal measures to avoid undue
prejudice to creditors.  Accordingly, Judge Gerber signed the
Proposed Order, as amended, on May 26, 2005.

A full-text copy of the Amended Proposed Order is available for
free at:

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

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


ADELPHIA COMMS: U.S. Trustee Adds Tudor & Highfields to Committee
-----------------------------------------------------------------
Mary Elizabeth Tom, the Assistant United States Trustee for
Region 2, appoints Tudor Investment Corporation and Highfields
Capital Management to the Official Committee of Unsecured
Creditors in the Adelphia Communications Corporation and its
debtor-affiliates' Chapter 11 cases.

The Creditors Committee is now composed of nine members:

    1. Appaloosa Management, LP
       26 Main Street
       Chatham, NJ 07928
       Attn: James Bolin
       Phone: (973) 701-7000
       Fax: (973) 701-7309

    2. W. R. Huff Asset Management Co., LLC
       67 Park Place
       Morristown, NJ 07960
       Attn: Edwin M. Banks, Senior Portfolio Manager
       Phone: (973) 984-1233
       Fax: (973) 984-5818

    3. MacKay Shields, LLC
       9 West 57th Street
       New York, New York 10019
       Attn: Ben Renshaw, Associate Director
       Phone: (212) 230-3836
       Fax: (212) 754-9187

    4. Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor
       New York, New York 10017
       Attn: Daniel R. Fisher, Senior Vice President
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    5. U.S. Bank National Association, as Indenture Trustee
       1420 Fifth Avenue, 7th Floor
       Seattle, WA 98101
       Attn: Diana Jacobs, Vice President
       Phone: (206) 344-4680
       Fax: (206) 344-4632

    6. Sierra Liquidity Fund, LLC
       2699 White Road, Suite 255
       Irvine, CA 92614
       Attn: Jim Riley, Esq.
       Phone: (949) 660-1144, ext. 16
       Fax: (949) 660-0632

    7. Wilmington Trust Company, as Indenture Trustee
       1100 North Market Street
       Wilmington, Delaware, 19890
       Attn: Ms. Sandra R. Ortiz
       Phone: (302) 636-6056
       Fax: (302) 633-4143

    8. Tudor Investment Corporation
       15303 Ventura Boulevard, Suite 900
       Sherman Oaks, CA 91403
       Attn: Mr. Darryl A. Schall
       Phone: (818)380-3065

    9. Highfields Capital Management
       200 Clarendon Street, 51st Floor
       Boston, MA 02116
       Attn: Mr. Richard Grubman
       Phone: (617) 850-7510
       Fax: (617) 850-7610

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


ALASKA AIRLINES: Inks Tentative Labor Pact with Flight Attendants
-----------------------------------------------------------------
Alaska Airlines and the Association of Flight Attendants-CWA, AFL-
CIO (AFA), which represents Alaska Airlines' approximately 2,400
flight attendants, reached a general understanding on the terms of
a new tentative agreement.

Terms of the agreement will not be publicly disclosed until the
language has been finalized and shared with the flight attendants,
and the agreement has been ratified by the membership.

Alaska Airlines and its sister carrier, Horizon Air, together
serve more than 80 cities in Alaska, the Lower 48, Canada and
Mexico.

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.


ALASKA AIRLINES: Inks New Five-Year Labor Pact with Pilots
----------------------------------------------------------
Alaska Airlines and the Air Line Pilots Association reached a
tentative agreement on the terms of a new five-year contract
covering Alaska Airlines' 1,465 pilots.  This contract would
supersede the two-year contract that took effect May 1, 2005,
after an arbitration decision.

The tentative agreement provides for a 20 percent reduction in
both captain and first officer wages, in lieu of the average 26
percent wage reduction determined by the arbitrator.  It includes
additional work rule changes resulting in significant productivity
improvements and allows present employees to choose between the
current pension plan and a defined contribution retirement
benefit.

After the contract language has been finalized and pending
approval by the union's elected officials, ALPA will submit the
tentative agreement for ratification by union members.

Alaska Airlines and its sister carrier, Horizon Air, together
serve more than 80 cities in Alaska, the Lower 48, Canada and
Mexico.

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

"The lower rating on the ETCs reflects Standard & Poor's concern
that repayment prospects for holders of aircraft-backed debt could
suffer in a potential scenario of multiple, further bankruptcies
of large U.S. airlines weakened by high fuel prices and intense
price competition," said Standard & Poor's credit analyst Betsy
Snyder.  "Downgrades of aircraft-backed debt securities were
focused on debt instruments that would be hurt in such a scenario,
particularly debt backed by aircraft that are concentrated heavily
with large U.S. airlines that would be at greater risk in
negotiated restructurings or sale of repossessed collateral," the
analyst continued.


ALOE SPLASH: Taps Robert Maresco as Tax Accountant
--------------------------------------------------
Aloe Splash Inc. asks the U.S. Bankruptcy Court for the District
of Arizona for permission to employ Robert F. Maresco as its tax
accountant, effective as of May 10, 2005.

Mr. Maresco will prepare the Debtor's state and federal tax
returns at $150 per hour.

To the best of the Debtor's knowledge, Mr. Maresco does not have
any interest materially adverse to the Debtor and its estate.  Mr.
Maresco disclosed that he also prepares income tax returns for the
Debtor's attorneys, Forrester & Worth, PLLC, for Forrester &
Worth's members, for the Debtor's president, Brad Holmes, and for
Worth Holmes, a real estate investment company, of which Messrs.
Forrester, Worth and Holmes are members.

Headquartered in Scottsdale, Arizona, Aloe Splash, Inc. --
http://www.aloesplash.com/-- manufactures beverages with aloe
vera in different flavors.  The Company filed for chapter 11
protection on December 27, 2004 (Bankr. D. Ariz. Case No.
04-22170).  John R. Worth, Esq., at Forrester & Worth, PLLC,
represents the debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $500,000 to $1 million and debts between $1 million
to $10 million.

Until Apr. 15, 2005, the Debtor marketed and distributed Aloe
Splash-brand soft drinks.  On the same date, the Debtor closed the
sale of all its operating assets under a court-approved purchase
agreement.


AIR CANADA: Monitor Certifies Resolution of Disputed Unsec. Claims
------------------------------------------------------------------
Ernst & Young Inc., the court appointed Monitor during the
restructuring of Air Canada under the Companies' Creditors
Arrangement Act, has completed its Thirty-Second Report.

The Report certifies to the Court that all remaining Disputed
Unsecured Claims have been resolved.  In a motion was heard in
Court last Monday May 30th, the Monitor recommended that the Court
authorize it to proceed with the final distribution of shares in
accordance with the Plan.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately $1.9
billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.  (Air Canada Bankruptcy News, Issue No. 66;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Trustee Wants Access to Cash Collateral
----------------------------------------------------------
In connection with American Business Financial Services, Inc.'s
Chapter 7 Trustee's plan to operate the Debtors' business for a
limited period, the Collateralized Sub-debt Trustees -- Wells
Fargo National Association and Law Debenture Trust Company of New
York -- and Greenwich Capital Financial Products, Inc., have
expressed their willingness to provide financing by allowing
continued consensual use of cash collateral in accordance with
Section 363 of the Bankruptcy Code.

Pursuant to the Court's final orders pertaining to the DIP
Financing and the sale of the Debtors' advance receivables and
related servicing rights, the Court recognized the interests of
the Collateralized Sub-debt Trustees in certain cash collateral
consisting of the IO Strips.  The Court held that the cash
collateral cannot be used without the Sub-debt Trustees' consent
and without adequate protection being provided to them.  In
addition, the Debtors cannot make certain payments that would
impermissibly subordinate the Collateralized Trustees' debt and
interests.

Jeffrey Waxman, Esq., at Cozen O'Connor, in Wilmington, Delaware,
tells Judge Walrath that the proposed interim financing provides
for the use of cash collateral pursuant to an initial budget,
which is subject to being amended and extended by supplemental
budgets agreed upon by the Chapter 7 Trustee and the Secured
Lenders, pending a final hearing pursuant to Rule 4001 of the
Federal Rules of Bankruptcy Procedure.

The proposed Initial Budget covers the period from May 18, 2005,
through June 3, 2005:

                           Period          Period
Operating Costs      5/18/05-5/28/05  5/28/05-6/3/05     Totals
---------------      ---------------  --------------  ---------
Payroll                      -            $83,750       $83,750
Payroll taxes                -             16,750        16,750
IT consultants             45,000          45,000        90,000
Rent                      295,000            -          295,000
Workers' compensation
    and other insurance     10,000          27,000        37,000
Consolidation costs        15,000          15,000        30,000
Equipment                    -             56,000        56,000
Contingency                50,000          50,000       100,000
Trustee professionals      75,000         125,000       200,000
Secured creditor
    professionals             -            100,000       100,000
Underwriters                 -             40,000        40,000
Security                    5,000            -            5,000
Tax documents                -             43,000        43,000
Trustee fees               24,000          35,000        59,000
                      ---------------  --------------  ---------
                          $519,000        $636,500    $1,155,500
                      ---------------  --------------  ---------

Pre-Conversion Costs:
Bearing point fees           -           $259,511      $259,511
Payroll taxes                -             35,000        35,000
                      ---------------  --------------  ---------
                              -            294,511       294,511
                      ---------------  --------------  ---------
Total costs              $519,000        $931,011    $1,450,011
                      ===============  ==============  =========

Mr. Waxman asserts that in the absence of the authorized use of
the Cash Collateral, the Chapter 7 Trustee will be unable to
engage in the limited continued operation of the Debtors'
businesses for the orderly shutdown of their businesses.  An
orderly sale and other disposition of the Debtors' assets would
not be possible, Mr. Waxman notes.

"An abrupt cessation of operations is likely to result in serious
and irreparable harm to the Debtors' estates by negatively
impacting on the value to be realized from the their assets,"
Mr. Waxman says.

Furthermore, Mr. Waxman believes that denying the Chapter 7
Trustee's use of the cash collateral may also jeopardize the
integrity of the Debtors' records that are needed to complete any
investigation of their financial affairs.

Mr. Waxman maintains that without the cash collateral, the
Debtors' assets will not be adequately safeguarded pending
liquidation and the value of the assets available to benefit the
estates may be diminished.

Accordingly, the Chapter 7 Trustee sought and obtained Judge
Walrath's permission to use, on an interim basis, the Cash
Collateral as provided for in the Initial Budget.  The Chapter 7
Trustee will continue to deposit all of the Cash Collateral into
the blocked account in accordance with the Final DIP Order and
will transfer to his account the cash provided for in the Initial
Budget and any supplemental budgets, if any.  However, the
Chapter 7 Trustee will not be allowed to use the Cash Collateral
in a cumulative amount exceeding $1,450,011, unless supported by
supplemental budgets.

Judge Walrath further rules that:

   (1) Greenwich Capital and the Collateralized Trustees are each
       granted allowed superpriority administrative claims in the
       Debtors' Chapter 7 cases under Section 507 of the
       Bankruptcy Code, with priority in payment over all
       administrative expenses or priority claims, with the
       exception of those provided for in the Initial Budget and
       Supplemental Budgets, if any.  In addition, the
       Collateralized Trustees are granted, subject solely to the
       senior priority rights, duly perfected liens and security
       interests on all property of the Debtors' estates, junior
       in priority only to the liens and security interests of
       the DIP Lender.  However, the Collateralized Trustees will
       first seek recovery of any adequate protection due from
       the Collateralized Sub-debt Adequate Protection Lien prior
       to seeking recovery from the liens and security interests.

   (2) The security interests in and liens on the property of the
       Debtors' estates will be deemed validly and properly
       perfected without the necessity of filing, recording, or
       serving any financing statements, mortgages, or other
       documents which may otherwise be required under federal or
       state law in any jurisdiction, or the taking of any other
       action to validate or perfect the security interests and
       liens.

   (3) The priorities in payment, liens, and security interests
       will continue in any superseding cases under the
       Bankruptcy Code, maintaining their priority until all
       obligations under the Indentures are each indefeasibly
       satisfied, discharged, and paid in full.

   (4) The specific provisions of the Final DIP Order will govern
       the inter-creditor relationship between Greenwich Capital
       and the Collateralized Trustees with respect to priority
       of the interests and liens.

   (5) The Chapter 7 Trustee's authorization to use the Cash
       Collateral will automatically terminate on the earlier of:

       -- the business day on which the aggregate expenditures
          exceed 10% of the expected expenditures set forth in
          the Initial Budget or Supplemental Budgets; or

       -- June 3, 2005, unless extended by the Chapter 7 Trustee
          and Secured Lenders agreeing to a Supplemental Budget
          pending a final hearing.

The Court will hold a final hearing on June 24, 2005, at
9:30 a.m.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Southwest & Show Home Want to Foreclose
----------------------------------------------------------
Southwest Capital Investments, LLC, and Show Homes, Inc., are
assignees of a note and mortgage executed by Gwendolyn McLendon,
with respect to a real estate property located at 2708 Thompson
Place, in Wilmington, Delaware.  The mortgage and note have long
been in default.

On January 11, 2005, as a result of that default, Southwest
Capital and Show Homes filed foreclosure proceedings in the
Superior Court, in and for New Castle County, in the State of
Delaware, Civil Action No. 05L-057-1 MT, against Tiger Relocation
Company.

Robert K. Beste, Jr., Esq., at Cohen, Seglias, Pallas, Greenhall
& Furman, P.C., in Wilmington, Delaware, relates that the
original Note and Mortgage were given by Ms. McLendon to American
Business Mortgage Services, Inc.  The Mortgage and Note due to
ABMS were significantly in default.  As a result of forbearance
agreement, Ms. McLendon agreed that, if she again became in
arrears and in default, then a Deed in Lieu of Foreclosure will
be given to Tiger Relocation, which would be recorded on default.

Ms. McLendon became in default, and a deed conveying the Thompson
Property to Tiger Relocation was recorded in New Castle County on
May 29, 2003.  Furthermore, ABMS' Note and Mortgage was assigned
to Southwest Capital and Show Homes, dated September 30, 2004,
and recorded on October 15, 2004.

Mr. Beste states that neither Tiger Relocation nor any of its
affiliates have any further interest in the Note and Mortgage
that is a first lien on the Property.

Mr. Beste informs the Bankruptcy Court that through January 1,
2005, the balance due on the Mortgage was $58,392.  Without
further charges due, and adding only additional interest through
April 15, 2005, the balance now exceeds $59,900.  A recent review
of records indicates that the real estate taxes for the property
exceed $2,587.

According to Mr. Beste, the Property is in significant disrepair,
and a recent "drive by" appraisal estimates a "quick sale price"
of $50,000 and "as is" normal sales price of $58,000, from which
normal sales and transfer taxes of at least 7.5% will be due.

Mr. Beste assumes that Tiger Relocation also does not have and
has not considered itself to have any significant value in the
property.

By this motion, Southwest Capital and Show Homes ask the Court to
lift the automatic stay so they can proceed with the foreclosure
action, which will be limited to an in rem action.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Washington Mutual Wants Automatic Stay Lifted
----------------------------------------------------------------
Washington Mutual is a holder of a Loan Agreement entered into
with American Business Financial Services, Inc., on September 20,
2001, for $120,650, together with a 7.380% interest per annum.

Stephen P. Doughty, Esq., at Lyons, Doughty & Veldhuis, P.A., in
Wilmington, Delaware, informs the Court that Washington Mutual
has a perfected security interest in ABFS' real property located
at 19696 Damman, in Harper Woods, Michigan, as evidenced by the
mortgage filed with the Recorder of Deeds.

Mr. Doughty discloses that the account is currently due for the
December 2004 regular monthly postpetition payments to Washington
Mutual through and including the current $1,275 monthly
installment.  The payoff on the account as of May 23, 2005,
amounts to $118,649, together with the 7.380% interest, plus
other associated costs and fees.

Mr. Doughty says that Washington Mutual obtained a property value
analysis dated April 20,2005, placing an approximate $140,000 on
the Property.

After consideration of the sale costs, taxes and accruing
interest, Mr. Doughty notes that there is no equity in the
subject collateral in excess of Washington Mutual's lien.

Washington Mutual contends that the automatic stay should be
lifted because:

   -- ABFS has failed to provide adequate protection as a result
      of a material default in postpetition payments; and

   -- ABFS possesses no equity in the subject property that is
      unnecessary to an effective reorganization.

Headquartered in Philadelphia, Pennsylvania, American Business
Financial Services, Inc., together with its subsidiaries, is a
financial services organization operating mainly in the eastern
and central portions of the United States and California.  The
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-10203).
Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $1,083,396,000 in
total assets and $1,071,537,000 in total debts.  (American
Business Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN PLUMBING: Wants Plumbco & Ben Lewis to Pay $241,067
------------------------------------------------------------
On March 3, 2004, American Plumbing & Mechanical Inc., and its
debtor-affiliates sought and obtained permission from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to sell certain assets of AMPAM Atlas Plumbing LLC free
and clear of liens and to assume and assign executory contracts
and leases.

On March 10, 2004, the Court approved the execution of an Asset
Sale and Purchase Agreement between AMPAm Atlas and buyers,
Plumbco LLC and Ben Lewis Inc.  The Asset Purchase Agreement
contains a purchase price adjustment to take into account any
deviations between the pre-closing projected cash flow and the
post-closing actual cash flow ("True-Up").

To resolve a dispute that arose between the Debtors and the buyers
in connection with the amount of the True-Up, the parties agreed
that the buyer would produce a closing balance sheet to the
Debtors.  In December 2004, Ben Lewis delivered a closing balance
sheet, which reflected a $49,862.56 True-Up owing to the Debtors.
In March 2005, the Debtors named Brown, Graham & Company, P.C., to
perform an audit of Ben Lewis' closing financial statements and
gave a working capital adjustment of $241,067 owing to the
Debtors.

Against this backdrop, Robert Nagel, in his capacity as Plan
Agent, and the Reorganized Debtors ask the Court to compel Plumbco
and Ben Lewis to pay the $241,067 purchase price as reflected in
the Brown Graham balance sheet.

Since the time the sale of the assets of AMPAM Atlas closed over a
year ago, the buyers have refused to pay the amount of the True-Up
by continually making excuses to perform.  The Debtors believe
that the buyers' reasons for not paying the True-Up amount as
reflected in the Brown Graham Balance Sheet are unfounded, unjust,
and disingenuous.

The Debtors ask the Court to equitably resolve this dispute by
enforcing the independent third-party audit performed by Brown
Graham.

Headquartered in Round Rock, Texas, American Plumbing &
Mechanical, Inc., and its affiliates filed for chapter 11
protection on October 13, 2003 (Bankr. W.D. Tex. Case No.
03-55789). Demetra L. Liggins, Esq., at Winstead Sechrest & Minick
P.C., represents the Debtors in their restructuring.  When the
Company filed for protection from its creditors, it listed
$282,456,000 in total assets and $256,696,000 in total debts.

The Debtors emerged from Chapter 11 in October 2004 after the
company declared its confirmed plan of reorganization effective.


ANY MOUNTAIN: Hires David Chandler as General Counsel
-----------------------------------------------------
The Hon. Alan Jaroslovsky of the U.S. Bankruptcy Court for the
Northern District of California gave Any Mountain, Ltd.,
permission to employ David N. Chandler at David N. Chandler, P.C.,
as its general counsel under a general retainer agreement.

Mr. Chandler will render all necessary services required in the
Debtor's bankruptcy proceedings.  The firm will charge the Debtor
with these hourly billing rates:

                           Hourly Rate
                           -----------
      David Chandler          $325
      Associate               $200
      Paralegal                $90

To the best of the Debtor's knowledge, Mr. Chandler doesn't hold
any interest materially adverse to the Company or its estate.

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C. Fallon,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than
$10 million in debts.


ARTHUR ANDERSEN: High Court Tosses Criminal Conviction
------------------------------------------------------
The United States Supreme Court has reversed Arthur Andersen,
LLP's criminal conviction of obstructing an SEC proceeding when
Andersen personnel helped destroy Enron-related documents.

A Grand Jury assembled in the Southern District of Texas returned
an indictment against Andersen on March 7, 2002, charging the Firm
with one count of violating 18 U.S.C. Sec. 1512(b)(2).

Andersen argued to the High Court that the jury instructions Judge
Harmon gave were vague and ambiguous.  Andersen asked the justices
to explore what it means to "corruptly persuade" someone to
destroy something "with intent to impair the object's integrity or
availability for use in an official proceeding."  Section 1512(b)
punishes not just "corruptly persuad[ing]" another, as the
Government argued, but "knowingly . . . corruptly persuad[ing]"
another, the High Court explained yesterday.  The justices
remanded the case for further proceedings.  A full-text copy of
the High Court's unanimous opinion is available at no charge at
http://tinyurl.com/8ft8s

The full-text of the original Indictment is reprinted in the March
18, 2002, edition of the Troubled Company Reporter.  Andersen
denied wrongdoing.  The case went to trial on May 6, 2002, and
lasted six weeks.  Following 70-some hours of deliberation
stretched over ten days, the jury voted to convict Andersen.
Foreman Oscar H. Criner (a professor in mathematics and computer
science at Texas Southern University) related that the jury's
deliberative process started with six votes to convict and six
votes to acquit.  As he and his five acquittal-proponents
continued to review the evidence, they concluded that the facts
militated in favor of a conviction.

U.S. District Judge Melinda F. Harmon entered a formal order of
conviction and, at a sentencing hearing on Oct. 11, 2002, fined
the auditing firm $500,000.

Because convicted felons aren't allowed to audit public companies'
financial statements, the conviction brought an end to Andersen's
audit practice.

Andersen appealed from the conviction to the United States Court
of Appeals.  Pointing to errors in four evidentiary rulings,
misconduct by the prosecutor in his rebuttal jury summation, and
two legal contentions regarding the required proof under Sec.
1512(b)(2), Andersen urged the Appeals Court to reverse the
conviction.  The Fifth Circuit declined.  A full-text copy of the
Fifth Circuit's 42-page decision affirming the conviction is
available at no charge at http://tinyurl.com/7a38s

The U.S. Supreme Court grant certiorari on January 7, 2005,
because of a split of authority among the circuit courts in
interpreting Sec. 1512(b).

Maureen E. Mahoney, Esq., at Latham & Watkins LLP, represented
Andersen in its appeal to the U.S. Supreme Court.

Tens of thousands of Andersen employees lost their jobs when the
Firm's auditing practice ended in 2002.


ATA AIRLINES: Inks Fourth Amendment to Southwest Credit Pact
------------------------------------------------------------
As previously reported, Southwest Airlines Co. committed to
provide ATA Airlines, Inc., with up to $47,000,000 in postpetition
financing pursuant to a Secured Debtor-in-Possession Credit and
Security Agreement.

Southwest Airlines agrees to provide up to $40,000,000 in cash
plus a guaranty of up to $7,000,000 for amounts outstanding under
two separate loans made to ATA Airlines by the City of Chicago to
fund a jet bridge extension at Midway.

On a final basis, Judge Lorch authorized the Debtors to borrow up
to $47,000,000 from Southwest Airlines Co. pursuant to the terms
of the DIP Credit Agreement and pay all requisite fees and
expenses payable to or on behalf of Southwest Airlines.

*    *    *

In a regulatory filing with the Securities and Exchange
Commission, Brian T. Hunt, Senior Vice President and General
Counsel of ATA Holdings Corp., discloses that ATA Holdings and
Southwest Airlines Co. have agreed to further amend the
December 23, 2004 Southwest Bid Proposal.

On May 12, 2005, the parties entered into a Fourth Amendment to
the Credit Agreement.  The parties agree to extend the effective
date of the Minimum Consolidated EBITDARR and Minimum Adjusted
EBITDARR financial covenants from April 1, 2005, to May 1, 2005.

The Air Transportation and Stabilization Board and Unofficial
Committee of Unsecured Creditors approved the Amendment.

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


CATHOLIC CHURCH: St. George's Asks Members to Continue Support
--------------------------------------------------------------
In a letter posted May 8, 2005, on the Web site of the Roman
Catholic Episcopal Corporation of St. George's in Canada, Bishop
Douglas Crosby reported that the Diocese has been working the past
several months towards a settlement of civil claims made against
the Diocese on behalf of the many victims of sexual abuse.

Bishop Crosby relates that the Supreme Court of Canada found the
Diocese directly and vicariously liable for the sexual abuse
claims.  St. George's accepts the decision of the court and its
legal obligation.  To fulfill its obligation, St. George's will
liquidate most of its assets and anticipates receiving an
appropriate and timely contribution from its insurance companies.

An evaluation of St. George's assets is ongoing.  On May 6, 2005,
the Diocese filed a proposal to its creditors including the
victims of sexual abuse.  Bishop Crosby believes that the proposal
is fair and just.  The Proposal represents all the Diocese is able
to give.  Creditors have an opportunity to review the proposal and
determine whether to accept or reject it.  If the creditors accept
the Proposal, St. George's will have about two and a half years to
meet its total financial commitment, which is in excess of $13
million.

If the creditors reject the offer, the Episcopal Corporation,
which is the civil arm of the Diocese, will effectively be
bankrupt.  For now, St. George's continues to hope and have
confidence in faith that the creditors will accept the offer,
Bishop Crosby says.  All of the reserve cash in each parish and in
the diocese is being dedicated to meeting St. George's financial
obligation to creditors, leaving the Diocese with the bare minimum
to continue its pastoral ministries.

In addition to the Diocese's cash reserves, Bishop Crosby explains
that the Diocese needs to sell some of its property to generate
sufficient money to achieve its financial requirements under the
terms of the Proposal.  How much the Diocese has to sell will
depend in part on how much it will receive from its insurance
companies with whom its is negotiating to pay a portion of the
Diocese's financial commitment.

Also, St. George's is appealing to the generosity of its friends
outside the Diocese to provide funds by loans or grants to help
St. George's buy back the essential properties it needs to
continue in its pastoral ministry.

"We must do all of these things if we are to meet our financial
obligation to our creditors and most especially to the victims,"
Bishop Crosby says.  "While we acknowledge that no amount of money
can compensate for the harm that was done to them, we must do what
is right."

Bishop Crosby also appeals to the members of the Diocese to
continue their weekly contributions to their parish "because it is
the right thing to do."

"Your contributions will not go into a black hole! Your
contributions will be used to pay the parish's ongoing operating
expenses such as heat, light, phone, salaries, repairs and
maintenance, so we can continue our ministry," Bishop Crosby says.

Bishop Crosby intends to meet with as many parishes and groups as
he can in the coming weeks and months to further explain the
proposal and to respond to questions and concerns.  Bishop Crosby
hopes that find creative ways will be found to meet the Diocese's
financial commitment to creditors and to promote pastoral ministry
into the future.

The Diocese of St. George's -- http://www.rcchurch.com/--  
established in 1904, is located in Western Newfoundland.  It
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Centre is located
in Corner Brook.  (Catholic Church Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Parish Wants Building Fund Protected
--------------------------------------------------------------
In 1999, the 450 families comprising the parishioners of St. Mary
- Our Lady of the Dunes in Florence, Oregon, began the project of
planning and raising funds to construct a new sanctuary.  Without
financial assistance from resources outside of their membership,
as a result of their "Giving in Faith Together" campaign, the
Parishioners committed a total of more than $1.9 million for the
purpose of constructing the new Sanctuary.

Before the Petition Date, St. Mary Parish spent about $284,000 on
the Project.  An additional $766,792 was contributed by the
Parishioners for the building fund.  Wilson C. Muhlheim, Esq., at
Muhlheim Boyd, in Eugene, Oregon, informs the U.S. Bankruptcy
Court for the District of Oregon that the funds were delivered to
the Archdiocese of Portland in Oregon for deposit to the Parish's
building fund account in the Archdiocesan Loan and Investment
Program.

Mr. Muhlheim relates that after Portland filed its bankruptcy
petition, the Parishioners' subsequent donations to the building
fund were deposited in a separate account in the name of the
Parish building fund, which is neither owned nor controlled by the
Parish or the Archdiocese.  That account currently holds $214,415.

The Parishioners are prepared to honor their remaining commitments
to the "Giving in Faith Together" campaign, so long as the
contributions are used for the purposes of the campaign,
Mr. Muhlheim says.

Shortly before the Petition Date, the plans for the new sanctuary
were completed, building permits were approved, but not issued,
and site preparation work began.  According to Mr. Muhlheim,
Portland and the Tort Claimants Committee have previously agreed
to, and the Court entered, a "Second Operating Order" which limits
the Archdiocese's ability to disburse money for construction
projects without the Tort Committee's prior approval.  The Second
Operating Order also requires Portland to seek the Court's
approval if the Tort Committee does not agree to the disbursement.
Mr. Muhlheim states that the Tort Committee has refused to approve
the transaction pertaining to the disbursement of the Parish
building fund.

If the construction of the Sanctuary cannot commence before
June 30, 2005, Mr. Muhlheim tells Judge Perris that approval of
the building permits will expire, requiring that the completed
plans be withdrawn and new plans be prepared to conform to
substantial changes in building codes that went into effect on
January 1, 2005.  The cost of construction may increase
significantly if the temporarily suspended construction project
does not begin before the end of June.  The increased cost of
construction is unknown because the cost will be estimated from
the new set of plans, which have not been drawn.

Mr. Muhlheim notes that Portland is a corporation sole under the
civil law and is a juridic person under Canon Law.  The Parish is
also a juridic person under Canon Law 515 Section 3.  Pursuant to
Canon Law 1267 Section 1, the Parish, as a juridic person, is the
donee of property given to it and is required to use offerings for
the specific purpose, if any, for which the offerings are given.
Mr. Muhlheim says $766,792 has been deposited in the ALIP Account,
and those funds were designated by the Parishioners to be utilized
solely to build the Sanctuary.

The Tort Committee has asserted that the Parish has no separate
legal existence from the Archdiocese and that the Parish should be
treated like a civil division of the Archdiocesan corporation
sole.  However, the Archdiocese and the Parish dispute the Tort
Committee's contention and assert that the Parish, as a separate
juridic person under Canon Law, cannot be classified as a mere
division of a civil corporation.

The Court has not ruled on the Parish's status under either civil
or canon law and it is far from certain that the Parish's building
funds in the ALIP Account will be found to be property of the
Archdiocese's bankruptcy estate.  Similarly, the Court has not
ruled on whether a finding that Portland "owns" the property will
free it of a duty to hold that Property for the benefit of
parishioners who have contributed funds for a specific purpose.

Mr. Muhlheim, however, argues that regardless of the Parish's
status, or the ownership of the building funds, the use of the
funds to build the Sanctuary constitutes an ordinary-course
transaction for both the Parish and the Archdiocese.  Mr.
Muhlheim points out that as a parish expands and needs additional
building space to conduct its "ordinary course" ministries and
operations, it necessarily must solicit donations from its
parishioners for expansion and improvements to parish property.
A parish must apply those donated funds consistent with the stated
purpose and intent for which the donations were solicited, and the
parishioners have the right to expect their contributions used in
accordance to the agreed purpose.  Those principles are carefully
enunciated in the canons and guiding principles applicable to the
Parish's operations and also in the civil law.

Mr. Muhlheim clarifies that the Parishioners do not suggest that
the Court must or should determine whether the real estate, as it
presently exists or as it might be improved, is property of the
Parish, or property of the Archdiocese which may be used to
satisfy claims against Portland.

Rather, the Parish seeks the Court's authority to:

   (a) use the $766,792 previously contributed by the
       Parishioners and deposited in the ALIP Account to pay
       for the construction of the proposed Sanctuary;

   (b) deposit an additional $214,415 in the ALIP, presently held
       by the Parish's building and fund raising committees for
       the purpose of paying for the Sanctuary's construction;
       and

   (c) accept the remaining building fund pledges from the
       Parishioners and deposit those funds in the ALIP.

The Parish also asks Judge Perris to permit Portland to disburse
the Parish's building funds in the ALIP for the purpose of paying
for the construction consistent with the Archdiocesan Building
Commission's guidelines for the construction of parish building
projects.

The ALIP funds contributed by the parishioners will be used to
enhance the Parish property.  Mr. Muhlheim assures the Court that
neither the nature of the ownership of the Parish real property
nor the funds available for construction will change.
Expenditure of the ALIP funds for their designated purpose will
not diminish the value of Portland's assets or increase the
likelihood that any tort claimant will not receive payment of a
claim.

If the Parish property, including the new Sanctuary, is found to
be owned by the Archdiocese free of any interest of the Parish, or
of any fiduciary duty or restrictions on the use or disposition of
that property, so that the Parish property is available to pay
creditors' claims, the Parish property and all its buildings will
still be there, Mr. Muhlheim asserts.  If the ALIP building funds
are similarly found to be available to pay claims, the value of
those funds will not be diminished by allowing the use of those
funds to construct the Sanctuary.  The value of the building alone
will offset the value of those funds.  With those considerations
in mind, Mr. Muhlheim suggests that the Court weigh the effects on
all parties involved in postponing construction of a Sanctuary
after five years of extensive planning and fund raising.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tort Committee Wants Portland's Exclusivity Ended
------------------------------------------------------------------
As previously reported, the Archdiocese of Portland asked the U.S.
Bankruptcy Court for the District of Oregon to further extend the
period within which it has the exclusive right to:

    * file a plan until December 31, 2005; and

    * obtain acceptance of the plan until March 1, 2006.

The Tort Claimants Committee asks Judge Perris to deny the
Archdiocese of Portland's request.  The Committee explains that
the Archdiocese has already received a seven-month extension
before.  Another extension would only further delay the already
protracted proceedings and allow the Archdiocese to use the
Exclusive Periods and the delay as leverage.

The Court should level the playing field and give creditors the
opportunity to advance the case by filing a plan of reorganization
upon the expiration of the Archdiocese's Exclusive Periods, the
Committee asserts.

The Archdiocese insists that an extension is warranted because
there are a number of contingencies in the case, including
insurers' liability, the pending adversary proceeding concerning
the extent of the estate, the outcome of the mediations under the
Accelerated Claims Resolution Procedure, and the estimation of
future claims.

The Committee, however, argues that the contingencies the
Archdiocese has identified do not preclude its ability to
formulate a plan and are unlikely to be resolved by December
2005.  The contingencies do not warrant an extension of the
Exclusive Periods.  The Committee says there's no assurance that
the contingencies will be resolved in the next seven months or the
next several years.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CEDU EDUCATION: Ch. 7 Trustee Wants Lease Decision Period Extended
------------------------------------------------------------------
George L. Miller, the interim chapter 7 Trustee overseeing the
liquidation of CEDU Education Inc. and its debtor-affiliates asks
the U.S. Bankruptcy Court for the District of Delaware to extend
the period within which he must decide whether to assume, assume
and assign, or reject various unexpired executory contracts and
nonresidential real property leases.  The Trustee wants his time
to make those decisions extended through July 31, 2005.

Mr. Miller says the value of the Debtors' estate may be diminished
if the he loses the right to assume, assume and assign, or reject
various leasehold contracts before he can complete asset sales and
let purchasers decide whether they want to assume relevant
contracts.  The Trustee expects to complete the sale process by
July 31.

Headquartered in Sandpoint, Idaho, CEDU Education Inc. --
http://www.cedu.com/-- operates schools offering programs for
troubled teenagers.  The Debtor along with its affiliates filed
for chapter 7 petitions on March 25, 2005 (Bankr. D. Del. Case
Nos. 05-10841 through 05-10865).  Daniel B. Butz, Esq., at Morris,
Nichols, Arsht & Tunnell represents the Debtors.  When the Debtor
filed for protection from its creditors, it estimated $10 million
in assets and $50 million in debts.


CEDU EDUCATION: Chapter 7 Trustee Hires Keen as Consultant
----------------------------------------------------------
George L. Miller, the interim chapter 7 Trustee overseeing the
liquidation of CEDU Education Inc. and its debtor-affiliates, asks
the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Keen Realty, LLC, as his consultant in
connection with the sale of the real property associated with the
Debtors' Boarding Schools and Special Programs.

As his real estate consultant, Keen will:

    a) review all documents related to the sale of the Debtors'
       properties;

    b) develop and implement a marketing program to facilitate
       the sale.

    c) communicate with potential buyers, investors and brokers
       as well as locate additional parties interested in the
       purchase of the Debtors' properties.

    d) respond and provide information to, negotiate with, and
       solicit offers from prospective buyers and make
       recommendations as to the feasibility of their offers.

    e) provide the Trustee, his accountants and his attorneys
       with periodic updates on the status of the sale process.

    f) work with all attorneys responsible for the
       implementation of the proposed transactions as well as
       negotiate and assist in resolving any problem that may
       arise.

    g) assist in answering requests for information and in
       preparing for and testifying in Court during the term of
       the consulting agreement

    h) provide advice to the Trustee regarding security and
       maintenance of the value of the properties.

    i) assist in seeking and obtaining Court approval of the
       Consulting Agreement including providing testimony.

Under Keen's six-month consulting agreement with the Debtors, any
sale of property, whether individually or as part of a package,
will earn the Firm a commission equal to:

    a) 3% of the first $7,500,000 of Gross Proceeds
       from the transaction; plus

    b) 4% of Gross Proceeds from transactions greater
       than $7,500,000 and less than or equal to $15,000,000;
       plus

    c) 5% of Gross Proceeds from transactions greater
       than $15,000,000.

The Trustee also agrees to reimburse Keen's expenses in connection
with the sale of the properties up to a maximum amount of $65,000.

To the best of the Trustee's knowledge, Keen does not hold any
interest adverse to the Debtors or the estate.

Headquartered in Sandpoint, Idaho, CEDU Education Inc. --
http://www.cedu.com/-- operates schools offering programs for
troubled teenagers.  The Debtor along with its affiliates filed
for chapter 7 petitions on March 25, 2005 (Bankr. D. Del. Case
Nos. 05-10841 through 05-10865).  Daniel B. Butz, Esq., at Morris,
Nichols, Arsht & Tunnell represents the Debtors.  When the Debtor
filed for protection from its creditors, it estimated $10 million
in assets and $50 million in debts.


CYCLELOGIC INC: Chapter 7 Trustee Wants Objection Deadline Moved
----------------------------------------------------------------
Ana Marie Lozano-Stickley, the liquidation trustee for the
liquidation trust created under CycleLogic Inc.'s liquidation
plan, asks the U.S. Bankruptcy Court for the District of Delaware,
for an extension, through and including August 17, 2005, to file
her objections to claims.  The previous claim objection deadline
expired on April 19, 2005.

Ms. Stickley explains that she needs more time to conduct a
thorough review and analysis of various priority and general
unsecured claims in order to avoid potential prejudice to
creditors from invalid or deficient claims.

The Court will convene a hearing at 10:30 a.m., on June 10, 2005,
to consider the trustee's request.  Objections to the motion must
be filed with the court by 4:00 p.m., on June 3, 2005.

Headquartered in Miami, Florida, CycleLogic, Inc., was an Internet
media company and wireless software provider.  The Company filed
for chapter 11 protection on December 23, 2003 (Bankr. Del. Case
No. 03-13881).  The Court confirmed CycleLogics Liquidating Plan
of Reorganization on May 25, 2004, and the Plan became effective
on July 23, 2004.  Joseph A. Malfitano, Esq., at Young, Conaway,
Stargatt & Taylor represents the Debtor.  When the Company filed
for protection from its creditors, it listed assets of more than
$100 million and debts of over $10 million.


D & K STORES: Hires Buseck Barger as Accountant
-----------------------------------------------
D & K Stores, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey for permission to employ Buseck, Barger,
Bleil & Co., Inc., as its accountant.

Buseck Barger is expected to:

   (a) input all transactions from the manual checkbook register,

   (b) prepare adjustments for depreciation and income tax,

   (c) prepare federal and state income tax returns, and

   (d) prepare the monthly operating reports for the bankruptcy
       proceeding.

Buseck Barger's professionals' current hourly billing rates are:

      Professional                Designation      Hourly Rate
      ------------                -----------      -----------
      John E. Bleil, CPA          Principal            $135
      Valaerie H. Hartley, CPA    Principal            $135
      Pamela L. Stepnowski, CPA   Staff Accountant      $60
      Jonathan P. Denslinger      Staff Accountant      $42
      Elizabeth N. Hoffman        Staff Accountant      $35
      Cynthia K. Baslow           Para Professional     $54
      Melissa A. Wargo            Para Professional     $60
      Melissa A. Haskell          Secretary             $40

To the best of the Debtor's knowledge, Buseck Barger and the
principals and professionals who will work in the engagement:

   (a) do not have any connections with the Debtor, its
       creditors, other parties-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
       Debtor's 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.


DELPHI CORP: Names Brian Eichenlaub as Investor Relations Director
------------------------------------------------------------------
Delphi Corp. (NYSE: DPH) appointed Brian Eichenlaub as Delphi's
new investor relations director.  Mr. Eichenlaub succeeds Charles
Marentette and will be responsible for leading Delphi's investor
relations team through the strategic management and dissemination
of company information between Delphi and its financial
constituents.

Mr. Eichenlaub, 36, is currently product line director, Automotive
Holdings Group, located in Troy, Mich.  In his new position, he
will report to Timothy Knutson, Delphi's assistant treasurer.  The
appointment is effective June 1, 2005.

"Brian's extensive financial and operations knowledge, coupled
with his 14 years of experience with Delphi, will be integral to
the investor relations team," said John Sheehan, Delphi's acting
chief financial officer.  "He will continue to build important
relationships with the investor community and provide the same
high level of transparency of accessibility that Charles brought
to the position."

Mr. Eichenlaub began his automotive career in 1991 with the former
Chassis division of General Motors in Kettering, Ohio.  In 1994,
he became a plant analyst at Delphi's Energy & Chassis Sandusky,
Ohio facility.  In 1997, Mr. Eichenlaub joined Delphi's
controllers' staff in Troy, Mich., as an income statement sector
analyst, where he also assisted in financial activities related to
Delphi's initial public offering and spin off from GM.

In 1999, he was appointed budget/forecast & reporting manager, and
helped launch the newly formed division, Delphi Product & Service
Solutions.  In 2001, he became finance director for Delphi
Integrated Service Solutions, where he was responsible for
finance, operations, purchasing, information technology, and
integration activities.  In 2003, Mr. Eichenlaub was appointed
forecast & budget manager for the newly formed Automotive Holdings
Group.

Mr. Eichenlaub received a bachelor's degree in accounting from
Catawba College, in Salisbury, N.C., in 1991, and a master's of
business administration from the University of Dayton in Dayton,
Ohio, in 1994.

                        About the Company

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

                        *     *     *

As reported in the Troubled Company Reporter on May 24, 2005,
Fitch Ratings has taken the following actions regarding Delphi
Corporation's ratings:

    --Indicative senior secured bank facility assigned 'BB-';

    --Senior unsecured rating downgraded to 'B' from 'BB-';

    --Trust preferred rating downgraded to 'CCC+' from 'B';

    --Rating Watch Remains Negative.

Fitch's rating actions reflect:

    (1) the pending $2.75 billion senior secured bank facility,

    (2) the subordination of the unsecured and trust preferred
        debtholders,

    (3) declining General Motors' production volume, and the
        resulting losses from Delphi's high fixed-cost structure,

    (4) incremental raw material costs, and

    (5) significant cash requirements arising from restructuring,
        pension, and health care.

As a result, Fitch expects negative free cash flow to persist
through 2005 and 2006, resulting in significant balance sheet
deterioration.  While Delphi management has stated that the
accounting investigation is largely completed and that the company
would be current with its SEC filings by June 30, Fitch maintains
a Negative Rating Watch until these issues have been officially
concluded.  Offsetting these issues are Delphi's success at
garnering new business from customers other than GM and from non-
automotive markets and a two-tier wage and benefit labor
agreement, as well as the potential for the disposition of assets
from the Automotive Holdings Group.

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service has downgraded the ratings of Delphi
Corporation, senior implied to B2 from Ba2, and has assigned a B1
rating to the company's proposed new term loan B.  Delphi is
seeking to increase its term revolving credit facility from
$1.5 billion up to $2.0 billion and to raise a new 6 year term
loan from its banks.  The $750 million term loan has been launched
by the agent banks, and may be increased up to $1 billion.

The rating actions reflect the outlook for further operating
losses and negative free cash flow generation at Delphi as a
result of:

   * lowered expectations of auto production volumes in North
     America, particularly from its largest customer, General
     Motors;

   * an uncompetitive cost structure in its North American
     operations; and

   * substantial funding requirements for its domestic pension
     plans and ongoing restructuring programs.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'B+' from 'BB' and
its senior unsecured rating on the company to 'B-' from 'BB'.  All
ratings were removed from CreditWatch with negative implications,
where they were placed March 4, 2005.  The outlook is negative.


DELPHI CORP: Amending $1.5 Billion Facility to Maintain Liquidity
-----------------------------------------------------------------
Delphi Corp. (NYSE: DPH) said it intends to amend and upsize its
existing $1.5 billion five-year revolving credit facility, while
providing collateral to lenders.  Delphi is also seeking to put in
place secured term loans to preserve its liquidity position.
These facilities will supercede the company's existing one- and
five-year revolving credit facilities (maturing June 2005 and June
2009, respectively), which as of May 12, 2005, total $3.0 billion.

"Delphi is committed to executing our business transformation and
believes that this financing plan will provide us the liquidity
and flexibility to continue our transformation," said John D
Sheehan, Delphi's acting chief financial officer.

Delphi has appointed JPMorgan and Citigroup as lead arrangers,
with the financing expected to close in early June.  These
facilities are subject to normal conditions and the execution of
definitive documentation.

Delphi Corp., has reportedly hired Rothschild Inc. as its
financial advisor.

                    Credit Facility Details

Delphi has a $1,500,00,000 364-Day Sixth Amended and Restated
Competitive Advance and Revolving Credit Facility, dated as of
June 18, 2004 (as amended, supplemented, or otherwise modified
from time to time), maturing this month.

John D. Sheehan, Delphi's Acting Chief Financial Officer, Chief
Accounting Officer and Controller says there are no outstanding
amounts under the 364-Day Facility and Delphi has never borrowed
under that facility or another $1,500,000,000 five-year revolving
credit line maturing in June 2009.

The Lending Consortia behind those credit agreements are led by
CITIBANK, N.A., as syndication agent, BARCLAYS BANK PLC, DEUTSCHE
BANK SECURITIES INC. and HSBC BANK USA, as documentation agents,
and JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE
BANK), as administrative agent.  Lawyers at Simpson Thacher &
Bartlett LLP represent the Lenders.

                        About the Company

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

                        *     *     *

As reported in the Troubled Company Reporter on May 24, 2005,
Fitch Ratings has taken the following actions regarding Delphi
Corporation's ratings:

    --Indicative senior secured bank facility assigned 'BB-';

    --Senior unsecured rating downgraded to 'B' from 'BB-';

    --Trust preferred rating downgraded to 'CCC+' from 'B';

    --Rating Watch Remains Negative.

Fitch's rating actions reflect:

    (1) the pending $2.75 billion senior secured bank facility,

    (2) the subordination of the unsecured and trust preferred
        debtholders,

    (3) declining General Motors' production volume, and the
        resulting losses from Delphi's high fixed-cost structure,

    (4) incremental raw material costs, and

    (5) significant cash requirements arising from restructuring,
        pension, and health care.

As a result, Fitch expects negative free cash flow to persist
through 2005 and 2006, resulting in significant balance sheet
deterioration.  While Delphi management has stated that the
accounting investigation is largely completed and that the company
would be current with its SEC filings by June 30, Fitch maintains
a Negative Rating Watch until these issues have been officially
concluded.  Offsetting these issues are Delphi's success at
garnering new business from customers other than GM and from non-
automotive markets and a two-tier wage and benefit labor
agreement, as well as the potential for the disposition of assets
from the Automotive Holdings Group.

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service has downgraded the ratings of Delphi
Corporation, senior implied to B2 from Ba2, and has assigned a B1
rating to the company's proposed new term loan B.  Delphi is
seeking to increase its term revolving credit facility from
$1.5 billion up to $2.0 billion and to raise a new 6 year term
loan from its banks.  The $750 million term loan has been launched
by the agent banks, and may be increased up to $1 billion.

The rating actions reflect the outlook for further operating
losses and negative free cash flow generation at Delphi as a
result of:

   * lowered expectations of auto production volumes in North
     America, particularly from its largest customer, General
     Motors;

   * an uncompetitive cost structure in its North American
     operations; and

   * substantial funding requirements for its domestic pension
     plans and ongoing restructuring programs.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'B+' from 'BB' and
its senior unsecured rating on the company to 'B-' from 'BB'.  All
ratings were removed from CreditWatch with negative implications,
where they were placed March 4, 2005.  The outlook is negative.


DELTA AIR: Names Sametta Klinetob Government Affairs Director
-------------------------------------------------------------
Delta Air Lines (NYSE: DAL) named Sametta Klinetob as its new
director of government affairs in the Washington, D.C. office.
Effective immediately, Ms. Klinetob will have primary
responsibility for managing all regulatory issues and policies at
the federal and local level involving safety, security,
operational, airport and airways matters.

Scott Yohe, Delta's senior vice president - Government Affairs
said, 'Sametta brings to her new position a very extensive
legislative and regulatory background affecting the aviation
industry.  She will be actively involved in the representation of
Delta's interests before Congress, the Executive Branch and
international governments and organizations.  We are delighted
that Sametta chose to join our Washington office.  We are
delighted to welcome such a talented and experienced person to the
Delta team.'

Ms. Klinetob comes to Delta following her service as director of
cargo, transportation and trade security policy at the United
States Department of Homeland Security.  Prior to joining Homeland
Security, Ms. Klinetob held senior posts at the United States Drug
Enforcement Administration and the Office of the Secretary of
Transportation.  She also served as deputy chief of staff to
former Congressman Asa Hutchinson and senior legislative assistant
to former Congressman Jay Dickey.

An honors graduate of Wheaton College in Wheaton, Illinois, Ms.
Klinetob holds a bachelor's degree in philosophy and economics.

                       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.


DOCTORS HOSPITAL: Wants to Retain Ordinary Course Professionals
---------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for permission to
retain and pay professionals they turn to in the ordinary course
of business.

The Debtor tells the court that prior to filing for chapter 11
protection, it employed certain professionals to provide services
relating to:

    (1) routine and/or specialized litigation,

    (2) advice on healthcare and regulatory matters,

    (3) preparation and analysis of financial information
        concerning the Debtor,

    (4) establishing billing and collection procedures, and

    (5) other matters requiring the advice and assistance of
        professionals.

The Debtor also disclosed that after filing for chapter 11
protection, it hired David Britton as its interim CFO.

The Debtor believes that postpetition retention of such
professionals utilized in the ordinary course of its business is
necessary for the continued operation of the Debtor's business.

The Debtor requests that the Court suspend its requirement for
submission of individual employment applications with respect to
each Ordinary Course Professional.  The Debtor submits that in
light of the cost associated with the preparation of employment
applications for professionals who will receive relatively small
fees, it is impractical and costly for the Debtor to prepare
individual applications for each professional.

The Debtor proposes that it be permitted to pay each Ordinary
Course Professional, without prior application to the Court by
such professional, 100% of the fees and disbursements incurred
postpetition, upon submission to, and approval by, the Debtor of
an appropriate invoice setting forth in reasonable detail the
nature of the services rendered and disbursements actually
incurred.  Provided that such interim fees and disbursements not
exceed and aggregate amount of $20,000 per month on average over a
rolling six-month period per Ordinary Course Professional.

If any Ordinary Course Professional's combined fees and
disbursements exceed the $20,000 per month cap, such excess
payments shall be subject to the prior approval of the
Court upon application.  Because the Ordinary Course Professionals
may be reluctant to continue their employment with the Debtor if
they are required to undertake a formal application process, the
Debtor says that retention and compensation in the manner set
forth is in the best interest of the Debtor and its creditors.

The Debtor asks the court that it expedite its consideration of
the request because many of the Ordinary Course Professionals have
said that their continued employment by the Debtor be approved by
the Court before they agree to provide services to the Debtor.
Several of the Ordinary Course Professionals represent the Debtor
in multiple matters and proceedings that require the ongoing
services of such professionals.  It is in the best interest of the
Debtor and its creditors to promptly obtain authority to employ
these professionals so that such professionals may resume or
commence their efforts on the Debtor's behalf.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DYKESWILL LTD: Trustee Wants Koa Realty as Real Estate Broker
-------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee for Dykeswill, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, for permission to retain the services of Koa
Realty Inc., and designate Dave Lucas as the real estate
professional in charge.

The Trustee wants to market and sell an unimproved 400-acre parcel
of real estate located in Wiaono Meadows Ranch in Holualoa,
Hawaii.

Koa Realty is expected to:

    (a) assist the Trustee in marketing and selling the property;

    (b) prepare marketing materials and/or offering packages to be
        used in soliciting prospective purchasers for the
        property; and

    (c) locate, qualify and furnish potential purchasers of the
        property to the Trustee.

The Trustee tells the court that the employment of Koa Realty is
subject to the terms of the Exclusive Right-to-Sell Agreement:

    (i) Exclusivity Period: Koa Realty shall have the exclusive
        right to market the property between May 1, 2005 and April
        30, 2006 subject to these two exceptions:

            (1) Either the Trustee or Koa Realty may end the
                listing with thirty days written notice after
                11:59 p.m. Hawaiian time on Oct. 30, 2005; or

            (2) In the event the bankruptcy automatic stay
                terminates with respect to the property, Koa
                Realty's right to market the property will
                automatically terminate and the Company will not
                be entitled to a commission, option fee or other
                sum on any unsold portion of the Property.

   (ii) Commission: Koa Realty shall receive a fixed commission of
        6% of the total consideration from:

            (1) the sale of the Property to a purchaser making an
                offer to the Trustee during the Exclusivity
                Period; or

            (2) the sale of the Property to a purchaser making an
                offer to the Trustee within 45 days after the
                expiration of the Exclusivity Period and was on
                Koa Realty's prospect list.

  (iii) Option Fee: Should the Trustee give any prospective buyer
        an option on the Property during the Exclusivity Period or
        to any of Koa Realty's prospects 45 days after the
        expiration of the Exclusivity Period, the Company shall be
        entitled to one-half of any premium collected by the
        Trustee, provided that the amount received does not exceed
        what would have been the Company's full commission.

   (iv) Buyer's Deposit: The Company shall be entitled to retain
        one-half of any deposit forfeited by a potential buyer
        provided that the amount received does not exceed what
        would have been the Company's full commission.

    (v) Reimbursement of Expenses: The Company shall be entitled
        to a reimbursement of 50% of its reasonable marketing
        expense upon:

            (1) final sale of the property and recordation of the
                Deed within the Exclusivity Period; or

            (2) cancellation of the agreement by the Seller,
                whichever occurs first.

        All other expenses shall be the sole responsibility of the
        company.

   (vi) Costs: If required, the Trustee will pay reasonable and
        customary seller's closing costs and fess for any
        necessary termite inspection reports.

Mr. Lucas, a broker at Koa Realty, disclosed its connection with
Wiaono Meadows Ranch, Ltd., the first lien holder of the property.
The Company is a creditor of Wiaono Meadows and has a $50,000
claim in unpaid real estate commissions based on its prior
representation of Wiaono Meadows in its sale of the property to
the Debtor.

Mr. Lucas however, does not believe that this relationship poses a
conflict of interest and that the Company remains a "disinterested
person" as defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


DYKESWILL LTD: Chap. 11 Trustee Wants to Dissolve Minit Mortgage
----------------------------------------------------------------
Ben B. Floyd, the Chapter 11 Trustee for Dykeswill, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Texas, Corpus
Christi Division, authority to dissolve its Minit Mortgage
subsidiary.

The Trustee tells the court that Dykeswill owns a 100% interest in
Minit Mortgage, LLC.  Through his accountant, Smith & Henault,
P.C., the Trustee investigated the financial affairs and
operations of Minit Mortgage.

Mr. Floyd discloses that in the course of his investigation, Minit
Mortgage:

    (a) has had little activity;

    (b) has no employees;

    (c) does not have any assets of any value which the Trustee or
        his accountants are aware of.

Mr. Floyd believes that there is no reason for the Debtor to keep
the subsidiary operating and that continuing operations of Minit
Mortgage provide no benefit to the Debtor and may incur potential
liabilities.

The Trustee asks the court for authority to take all appropriate
actions to dissolve Minit Mortgage, including but not limited to,
filing articles of dissolution with the Texas Secretary of State.

Headquartered in Corpus Christi, Texas, Dykeswill Ltd., filed for
Chapter 11 protection on July 26, 2004 (Bankr. S.D. Tex. Case No.
04-20974).  Harlin C. Womble, Jr., Esq., at Jordan, Hyden Womble
and Culbreth, P.C., represents the Debtor in its restructuring
efforts.  When the company filed for protection from its
creditors, it listed over $10 million in assets and debts of more
than $1 million.


DYNEX POWER: Equity Deficit Widens to $1.7 Million at March 31
--------------------------------------------------------------
Dynex Power Inc. reported results for the first quarter of 2005.

Summary financial information for the three months ended Mar 31,
2005:

                                 Mar. 31, 2005    Mar. 31, 2004
                                 -------------    -------------
   Revenue                         C$4,166,000      C$6,714,000

   Gross Margin                    (C$580,000)      C$1,272,000

   Net Loss                       (C$1,606,00)       (C$576,00)

The Company indicated in its March 31st 2005 earning caution that
results in the first and second quarter would be adversely
impacted by the tight liquidity situation in the early part of the
quarter.  Constraints on the acquisition of raw materials and
piece parts meant that revenue in the quarter fell to $4.2
million, which is too low for the Corporation to be profitable.
Consequently a loss at the gross margin level of $580,000 and a
net loss of $1.6 million were reported.

Dr Paul Taylor, President and Chief Executive Officer, commented
"we are not happy with our performance in the first quarter, but
there is an underlying trend of improvement.  We have obtained new
finance in the period that has enabled us to tackle the supply
chain problems, but it will take several months to get back to
normal operation.  We are also seeing the benefits of the cost
cutting and restructuring we began in the last months of 2004.
We are encouraged by signs of recovery in revenue, the strength of
our order book, the good level of new order bookings and the help
and support we are getting from our suppliers".

Bob Lockwood, Chief Financial Officer said "We started from a very
low base in January, due to the supply chain problems, but revenue
grew in February and March and that growth has continued into the
second quarter.  Higher revenue figures and the lower fixed cost
base following the recent restructuring actions mean that we are
confident of achieving a significantly better result in the second
quarter.  As regards longer-term expectations, we are operating on
or slightly better than the plan we developed at the time we
secured our last round of financing. We currently anticipate that
our operations through the remainder of the year will meet our
expectations".

                      About the Company

Dynex is one of the world's leading, independent suppliers of
specialist high power semiconductor products.  Dynex Semiconductor
Ltd is its main operating business and is based in Lincoln,
England in a facility housing the fully integrated silicon
fabrication, assembly and test, sales, design and development
operations.  Dynex primarily designs and manufactures high power
bipolar discrete semiconductors, power modules, including
insulated-gate bipolar transistors (IGBTs), and high power
electronic assemblies.  Dynex products are used world wide in
power electronic applications including electric power generation,
transmission and distribution, marine and rail traction drives,
aircraft, electric vehicles, industrial automation and controls.
The Company continues to produce and sell certain high reliability
integrated circuits (IC's) for use in specialist applications.

At March 31, 2005, Dynex Power's balance sheet showed a $1,665,810
stockholders' deficit, compared to a $103,278 deficit at Dec. 31,
2004.


ENRON CORP: Wants Court Okay on Sureties Settlement Agreement
-------------------------------------------------------------
Before filing for bankruptcy, Enron Funding Corp., a non-debtor
subsidiary of Enron Corp., entered into a commercial paper
program, pursuant to which Enron Funding issued up to $350
million in short-term promissory notes in the commercial paper
market to qualified institutional buyers and accredited
investors.  Enron Funding lent the proceeds to Enron.

Pursuant to a Revolving Credit Agreement, Barclays Bank PLC and
other lenders agreed to provide a revolving loan to Enron Funding
in the maximum principal amount of $355 million.  XL Insurance
Company Limited, formerly known as Winterthur International
Insurance Company Limited, issued the $355 million Credit
Insurance Policy, which secured losses incurred for unpaid
amounts under the Credit Agreement.

XL Insurance reinsured and reallocated a portion of its risk
under the Insurance Policy by entering into certain reinsurance
agreements and by procuring surety bonds from:

     -- St. Paul Medical Liability Insurance Company;

     -- Federal Insurance Company;

     -- Fireman's Fund Insurance Company;

     -- Zurich American Insurance Company;

     -- Lumbermens Mutual Casualty Company;

     -- SPCP Group, L.L.C., as agent for Silver Point Capital
        Fund, L.P., and Silver Point Capital Offshore Fund, Ltd.;
        and

     -- Longacre Capital Partners.

Each of the sureties issued the surety bonds to secure premium
obligations of the Enron Parties, as surety bond principals, to
XL Insurance, as obligee, pursuant to certain premium adjustment
agreements entered into among the Enron Parties and XL Insurance,
in connection with the Credit Insurance Policy.

Pursuant to those Surety documents:

    -- Enron and Enron Funding are obligated to indemnify the
       Sureties for any amounts paid to XL Insurance in connection
       with the Surety Bonds;

    -- Enron and Enron Funding are obligated to pay a step-up
       premium to XL Insurance pursuant to the Premium Adjustment
       Agreements;

    -- upon payment by the Sureties of the step-up premium to XL
       Insurance, on behalf of the Enron Parties, XL Insurance
       issued a payment under the Credit Insurance Policy to the
       Banks;

    -- the Sureties are subrogated to the rights of the Banks
       against the Enron Parties, equal to the amount of the
       Surety Bond claim paid by each of the Sureties;

    -- the Banks assigned to the Sureties the Banks' rights to
       payment under certain revolving credit notes executed by
       Enron Funding in favor of the Banks;

    -- Enron Funding is obligated to pay the Sureties pursuant
       to the revolving credit notes for the amounts subrogated;
       and

    -- to the extent Enron Funding is unable to pay the amounts
       owed under the revolving credit notes payable to the
       Sureties, Enron has guaranteed that obligation.

After the Petition Date, an "Event of Loss" occurred under the
Credit Insurance Policy.  In satisfaction of its obligations, XL
Insurance paid $58,504,097 to Barclays Bank.  In turn, XL
Insurance received partial repayment from the Sureties and
reinsurers.

The Sureties filed claims against Enron asserting amounts under
the Surety Bonds or the Surety Documents.  The Debtors objected
to the Claims.  The XL Insurance Claim was later assigned to
Harrington International Insurance Limited, which had reinsured a
portion of XL Insurance's risk under the Credit Insurance Policy.

Enron Funding currently has an allowed Class 4 general unsecured
claim against Enron for $59,011,264.

The Enron Entities, Harrington, and the Sureties have engaged in
negotiations to resolve their differences relating to the Surety
Documents, the Surety Bonds, the Claims and the Objections.

Pursuant to the Settlement Agreement, the parties agree that:

    1. Enron Funding will distribute cash settlement payments to
       the Sureties amounting to $200,000;

    2. Enron Funding will assign to each Surety the Surety's Pro
       Rata Portion of the Enron Funding Claim for $59,011,264,
       which is classified in Class 4 under the Plan;

    3. The Sureties will collectively have an allowed Class 4
       general unsecured claim for $58,663,727;

    4. The Allowed Amounts and the Allowed Claims will be
       allocated in this manner:

                                           Enron
                    Claim                Funding
       Surety        No.       Cash        Claim   Allowed Claim
       ------       -----   -------    ----------  -------------
       St. Paul     13107   $56,338   $16,622,891    $16,480,027
       Federal      13080    28,169     8,311,446      8,240,014
       Fireman's    25077    28,169     8,311,446      8,244,098
       Zurich       13957    28,169     8,311,446      8,240,014
       Harrington   11332    25,352     7,480,301      7,571,558
       Lumbermens   25021    19,718     5,818,012      5,768,010
       Longacare    16517    14,085     4,155,723      4,120,007
                           --------   -----------  -------------
                Total      $200,000   $59,011,264    $58,663,727

    5. Except for the Allowed Claims, the parties release each
       other from all claims related to the Surety Claims and the
       Surety Documents.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the Settlement.

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

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


FARMLAND INDUSTRIES: Trust Wants to Sell Real Property for $650K
----------------------------------------------------------------
The FI Missouri Remediation Trust, established pursuant to
Farmland Industries, Inc.'s (nka FLI, Inc.) confirmed Second
Amended Joint Plan of Reorganization, asks the U.S. Bankruptcy
Court for the Western District of Missouri for authority to sell
real estate located in North Kansas City, Missouri.

The Trust also asks the Court to approve an Auction and Bid
Procedures governing the property sale.  The Court will convene a
hearing on June 7, 2005, at 2:30 p.m. to consider the Auction and
Bid Procedures.

The Trust anticipates holding a court-approved auction on July 11,
2005, and a sale hearing the next day.

The Trust is being administered by SELS Administrative Services,
L.L.C.

Laurence M. Frazen, Esq., Cynthia Dillard Parres, Esq., and
Cassandra L. Writz, Esq., at Bryan Cave LLP, represent the Trust.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FARMLAND INDUSTRIES: Trust Inks Settlement with Three Parties
-------------------------------------------------------------
J.P. Morgan Trust Company, N.A., the appointed liquidating trustee
of the FI Liquidation Trust established pursuant to Farmland
Industries, Inc.'s confirmed Second Amended Joint Plan of
Reorganization, asks the U.S. Bankruptcy Court for the Western
District of Missouri to enter into a settlement agreement with:

      -- Burlington Northern and Santa Fe Railway Company (BNSF);
      -- Union Tank Car Company and
      -- Gary D. Schmidt.

Mr. Schmidt filed proofs of claim exceeding $2 million against the
BNSF, the Union and the Debtor.

BNSF filed a $50,000 contribution claim against the Debtor in
connection with Mr. Schmidt's $2 million claim.

After completing discovery and engaging in arms-length
negotiations, the parties agreed to exchange mutual releases in
exchange for the Trustee's $120,000 payment to Mr. Schmidt.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004 as the Effective Date
of the Plan.


FEDERAL-MOGUL: Sixty-One Creditors Transfer $4,763,174 in Claims
----------------------------------------------------------------
From January 1 through May 17, 2005, 61 creditors transferred
their claims against Federal-Mogul Corp., aggregating $4,763,174,
to Stark Event Trading Ltd., Longacre Master Fund, Ltd., Madison
Niche Opportunities, Debt Acquisition Company of America V, LLC,
Deutsche Bank Securities, Inc., or Hudson United Bank.

                                                           Claim
   Transferor              Transferee        Claim No.    Amount
   ----------              ----------        ---------    ------
   All Metal Machine       DBSI                 10493   $624,733
   Comet Die               DBSI                  2776     49,150
   Engman-Taylor           DBSI      1081552-10860612      2,654
                           DBSI      1081555-10860613        913
                           DBSI      1081557-10860614     48,882
   Hamsar Diversco         DBSI                  4433    128,795
                           DBSI                  4433    127,258
   Hastings Manufacturing  DBSI                  2273    166,088
                           DBSI                  2272      7,068
                           DBSI                  2274        886
   International Sources   DBSI                   673     34,931
   Loktite, Inc.           DBSI               1116229     96,471
   Southern Standard       DBSI                   735    176,684
                           DBSI                   735     19,764
   The Tool Crib           DBSI      1163900-10867762     32,757
   Turner Machine          DBSI       1163401-1087734     97,074
                           DBSI      1165999-10867952     29,198
   Turner Machine          DBSI                  3690     29,198
                           DBSI                  3591     97,074
   The Bottled Water       Debt Acquisition                  906
   Computer Composition    Debt Acquisition                3,204
   T&C Stamping            Debt Acquisition                1,522
   Tebo, S.A.              Debt Acquisition                4,088
   Tri County Water        Debt Acquisition                   64
   Triple Mill Supply      Debt Acquisition                  849
   Tri-State Electrical    Debt Acquisition                  105
   Tigrett Steel           Debt Acquisition                  348
   Tompkins Bros           Debt Acquisition                  401
   Tri-County              Debt Acquisition                1,449
   Tru-Glo Paper           Debt Acquisition                  322
   Tyco Plastics           Debt Acquisition                4,256
   TEC Accounting          Debt Acquisition                2,915
   Tetra Pak Hoyer         Debt Acquisition                  325
   The Inn of Saint Mary   Debt Acquisition                  153
   The Sparks Company      Debt Acquisition                  165
   Tom Byrd Plumbing       Debt Acquisition                  157
   Tool House              Debt Acquisition                  500
   Trumpf Inc.             Debt Acquisition                  486
   U.S. Office             Debt Acquisition                  210
   Ultra Fastener          Debt Acquisition                  482
   Underwood Distributing  Debt Acquisition                   95
   United Paper Corp       Debt Acquisition                1,332
   Upton Bradeen           Debt Acquisition                  237
   US Products Co          Debt Acquisition                  106
   Vacuum Cleaner          Debt Acquisition                  179
   Valley Scale            Debt Acquisition                  661
   Valley Steel Stamp      Debt Acquisition                1,376
   Vogels Lock & Safe      Debt Acquisition                   66
   WC Ducomb Co            Debt Acquisition                   63
   WMH Fluid Power         Debt Acquisition                  795
   Waupun Super Valu       Debt Acquisition                  285
   Wescorp Int Ltd.        Debt Acquisition                  877
   Weiler Scale            Debt Acquisition                   85
   Wilheit Packaging       Debt Acquisition                4,923
   Yates Industries        Debt Acquisition                  444
   Conley Frog/Switch      Hudson United         4694    898,205
   First Business          Longacre Master       6796    149,905
   KMH Systems             Madison Niche         3600      9,976
   Henkel Surface          Madison Niche         4490     69,797
   Borden Chemical         Stark Event           3180    357,402
                           Stark Event                     1,302
   Central Source          Stark Event           1956     36,617
   Dimensional Services    Stark Event                   110,573
   Griffith Rubber         Stark Event           3572    195,560
   MD Hodges Development   Stark Event           4002    199,847
   MSC Laminates           Stark Event                   614,596
   Miller Electrical       Stark Event           1170     94,606
   Macke Automotive        Stark Event                    29,680
   Nucap Industries        Stark Event           6937    138,803
   Systems Graphics        Stark Event                       725
                           Stark Event                       799
                           Stark Event                    10,163
                           Stark Event                    14,162
                           Stark Event                    26,447

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


FOOTMAXX HOLDINGS: March 31 Balance Sheet Upside-Down by C$16.5MM
-----------------------------------------------------------------
Footmaxx Holdings Inc. (TSX VENTURE:FMX), reported that it faced
the challenges created by a strengthening Canadian dollar and a
soft market demand for orthotics during the last few years.

The first quarter of 2005 showed no change to this situation as
further changes to reimbursement for orthotics in corporate health
plans and increased competition reduced revenues along with the
strengthening Canadian dollar.  As a result, final revenues were
C$2,785,175, 9.8% below prior year revenues of C$3,088,304.
Consequently, EBITDA for the first quarter decreased by C$245,118,
from C$431,258 in 2004 to C$186,140 in 2005.  Net loss increased
from C$126,652 for the first quarter of 2004 to C$331,418 in 2005.

                     Results of Operations

Revenues

Revenues for the first quarter of 2005 decreased by C$303,129,
from C$3,088,304 in Q1 2004 to C$2,785,175 in Q1 2005, a decrease
of 9.8%. The decline in the value of the US dollar, the currency
in which Footmaxx transacts a majority of its business cost the
Company $122,300 or 4.0% of revenues versus those achieved in the
same period of 2004. Orthotic volumes decreased by 1,222 pairs or
4.4% versus the same period or 2004 and decreased orthotic
revenues by C$134,400. Changes to the reimbursement for orthotics
in corporate health plans and increased competition are the
reasons for decreased orthotic volumes. The balance of the
decrease revenues was the result of decreased systems revenues due
to the change in marketing direction from sale of systems to
rental of systems.

The revenues in Canada for Q1 2005 were 1.1% better than revenues
in Canada for the same period of 2004. The International business
decreased by 16.9% caused equally by the weak demand for Orthotics
and the strengthening Canadian dollar.

Gross Profit

Gross profit for the first quarter of 2005 decreased by C$316,772
or 17.6% from C$1,800,004 in Q1 2004 to C$1,483,232 in Q1 2005.
The unfavorable net impact of the strengthening Canadian dollar
decreased gross profit approximately C$85,400.  The orthotic
volume reduction resulted in a C$95,000 decrease in gross profit.
Increases in material and labor costs of orthotic manufacturing
accounted for the balance of the decrease in gross profit.

Canadian gross profit decreased 13.7% due to the volume decrease.
Gross profit in the International business decreased 20.6%
primarily due to decreased orthotic volumes and the unfavorable
foreign exchange situation.  In addition material costs have
increased and manufacturing headcount was increased in late 2004
to deal with increased volumes.

Operating Expenses

Selling and administrative expenses decreased by $51,027 or 4.5%
during the first quarter of 2005.  The favorable effect of the
stronger Canadian dollar reduced US sales and administration
expenses by approximately $32,900 accounting for the majority of
the cost reduction.

Information technology expenses decreased by C$10,744 or 4.6% from
C$232,256 in Q1 2004, to C$221,512 in Q1 2005

Net Loss

Net loss for the first quarter of 2005 was C$331,418 which is
C$204,766 more than the C$126,652 net loss for the same period of
2004. The C$316,772 decrease in gross profit was only partial
offset by fixed cost reductions.

EBITDA

Earnings before interest, taxes, depreciation and amortization for
Q1 2005 decreased by C$245,118 from C$431,258 in Q1 2004 to
C$186,140 in Q1 2005.  The C$316,772 decrease in gross profit was
partially offset by decreases in depreciation and selling and
administration cost decreases.  EBITDA has been used by the
Company historically to measure the cash flow generated by
operations.  EBITDA is also used in calculating some of the
Company's debt covenants for the Royal Bank line of credit and the
Penfund long-term debt.

                           Liquidity

Cash Flow

Cash flow for the first quarter of 2005 was negative C$8,631.
During the quarter, the Company increased its bank debt by
C$123,000 and reduced its long term debt by C$222,222.  Management
feels that the Company will be able to meet all of its obligations
in a timely manner, as it is currently doing.  Collections of
accounts receivable remained good with average days outstanding at
41 days at the end of the first quarter.

Capital Expenditures

The Company made investments in capital assets in the amount of
C$8,245 that were related mainly to the equipment pool to meet
demand from trial, loaner and rental systems customers.  These
investments will support increases in the orthotic volumes.

                          Debt Covenants

During the first quarter of 2004, the Company achieved all of the
Penfund covenants.  The Royal Bank has eliminated the financial
covenants from their loan arrangement effective January 1,2005.

                       2005 Financial Outlook

Management believes that the impact of unfavourable foreign
exchange should be minimal during 2005. The company has tried to
minimize the effect of fluctuating foreign exchange rates by
committing to hedging contracts for the balance of the year.
Taking these factors into account and projecting moderate growth
for 2005, management believes that profitability will be in the
same range in 2005 as experienced during 2004. However, there are
several potential upsides in the expansion of distribution
orthotic products and new developments of the company's orthotic
ordering system.

                Oversight Role of the Audit Committee

The Audit Committee reviews, with management, the Company's
quarterly MD&A and related consolidated financial statements and
approves the release to shareholders.  Management also
periodically presents to the Audit Committee a report of their
assessment of the Company's internal controls and procedures for
financial reporting.

                          About the Company

Footmaxx Holdings Inc. -- http://www.footmaxx.com/-- produces and
globally markets high quality, state-of-the-art foot orthotics.
Footmaxx's proprietary software uses advanced computer techniques
to produce individually prescribed and technologically superior
foot orthotics which reduce foot, knee, hip and lower back pain
and enhance both the comfort and performance level of the wearer.

At March 31, 2005, Footmaxx Holdings' balance sheet showed a
$16,575,158 stockholders' deficit, compared to a $16,243,740
deficit at Dec. 31, 2004.


FOOTSTAR INC: Asks Court to Approve Settlement Agreement With GECC
------------------------------------------------------------------
Footstar Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve a
settlement agreement with General Electric Capital Corporation.
Footstar will pay GECC $557,618.17.

On June 25, 2000, GECC and Footstar signed a Master Lease
Agreement.  Footstar leased from GECC certain furniture, fixtures,
and equipment.  The term of the lease ends on May 31, 2010.

The Debtors, with the Court approval, closed the stores in its
Just for Feet retail chain.  As a result, three issues arose:

   -- the lease of furniture, fixtures and equipment of the closed
      stores;

   -- potential rejection of the GECC Lease; and

   -- the amount of GECC's claim in the event of a rejection.

The Debtors wants to resolve all claims arising from the GECC
Lease by the Settlement Agreement.

Pursuant to the Settlement Agreement, Footstar and GECC agree
that:

   -- the net proceeds that Footstar will receive from the sale of
      Footstar's and GECC's pooled furniture, fixtures and
      equipment from the Just for Feet Stores will be shared
      equally between them, and

   -- Footstar will serve notice of rejection of the Lease.  Upon
      rejection, GECC will not have any claim under the Lease
      except an allowed prepetition unsecured claim of $1,800,000
      for future rents, depending on the effective date of
      rejection of the lease, plus a stipulated loss of
      $73,001.37.

Also, the Settlement Agreement provides that:

   -- the future rent portion of GECC's prepetition unsecured
      claim will be discounted to present value as of the
      effective date of the rejection of the Lease, and

   -- the amount of GECC's prepetition unsecured claim will be
      reduced by its share of the net proceeds of the assets,
      $557,618.17.

Footstar and GECC maximized the value of their respective
furniture, fixtures and equipment by pooling and selling those
assets through Hilco Merchant Resources, LLC.

Hilco agreed to pay Footstar a guaranteed minimum amount of
$1,000,000.  If the proceeds of the sale exceeds the Guaranteed
Minimum payment and Hilco's expenses, Hilco will pay Footstar 40%
of the excess amount.  Hilco will retain the 60%

Footstar and GECC agreed that they will equally share the
Guaranteed Minimum Payment and the Excess Payment that Footstar
will receive from Hilco.

In connection with the sale of the pooled assets, Hilco received
$2,065,973.85.  So, Hilco paid Footstar:

   -- $1,000,000 Guaranteed Minimum Payment, and
   -- $115,236.34 Excess Payment.

According to the Settlement Agreement, since Footstar received a
total of $1,115,236.34 from Hilco, GECC's share is $557,618.17.

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 chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRIEDMAN'S INC: Closes $125 Million Amended and Restated DIP Loan
-----------------------------------------------------------------
Friedman's Inc. (OTC: FRDMQ.PK) successfully closed its amended
and restated $125 million debtor-in-possession (DIP) facility with
Citicorp USA, Inc., on May 27, 2005.  Friedman's received
Bankruptcy Court approval to enter into the amended and restated
DIP facility on May 26, 2005.  At closing, Friedman's received the
cash proceeds of a $25.5 million secured subordinated convertible
term loan which was purchased by Harbert Distressed Investment
Master Fund, Ltd., in connection with the amended DIP transaction.

As a result of the term loan funding, Friedman's has an additional
$12.5 million of revolver availability, and will have an
additional $12.5 million of availability under its revolving
facility upon the Company's receipt of commitments from vendors
sufficient to satisfy the Company's 2005 holiday sales season
merchandise requirements.

The Bankruptcy Court entered orders in connection with these
matters at the Company's monthly omnibus hearing on May 26, 2005:

   -- An order authorizing the Company to consent to the Harbert
      Distressed Fund's entry into various participation
      agreements with certain of Friedman's vendors in connection
      with such vendors' claims under Friedman's prepetition
      secured trade credit program.  As previously announced by
      the Company, its consent to the assignment of such claims is
      conditioned upon the occurrence of an effective date of a
      plan of reorganization in the Company's chapter 11 case and
      a particular vendor's compliance with certain trade terms,
      including obligations to fulfill the Company's 2005 holiday
      orders.

   -- An order suspending all discovery and proceedings on the
      court's trial calendar with respect to litigation between
      Friedman's and Jewelry Investors II, L.L.C., the term lender
      under the Company's prepetition senior secured credit
      facility, pending the Bankruptcy Court's consideration of a
      definitive settlement agreement between the Company and
      Jewelry Investors.  The litigation relates to certain
      disputed claims by Jewelry Investors against the Company in
      connection with the Company's February 25, 2005 repayment of
      the term loan portion of its prepetition senior secured
      credit facility.  Jewelry Investors had alleged damages of
      at least $13.1 million plus unspecified contingent claims,
      all of which have been settled for a $1.9 million allowed
      secured claim by the Harbert Distressed Fund (which will
      purchase certain of Jewelry Investors' claims in connection
      with the settlement) and various releases.  In addition, an
      escrow in the amount of $300,000 established earlier in the
      chapter 11 cases for Jewelry Investors' benefit will be
      returned to Friedman's.  The settlement, which has been
      approved by the Company's Board of Directors and Friedman's
      Official Committee of Unsecured Creditors, remains subject
      to approval of the Bankruptcy Court, which is scheduled to
      consider the merits of the settlement at the June 30, 2005
      omnibus hearing.

Sam Cusano, Friedman's CEO, said, "We are extremely pleased to
announce the closing of our amended $125 million DIP facility with
Citicorp USA, Inc., which included the funding of the cash
proceeds from a $25.5 million subordinated term loan purchased by
the Harbert Distressed Fund.  We expect the amended $125 million
facility will provide the Company with significant excess
liquidity to support our 2005 holiday merchandising program."  Mr.
Cusano added, "Now that the Company has obtained additional excess
liquidity, settled all remaining claims with the Company's
prepetition secured lenders and obtained Bankruptcy Court approval
to consent to the Harbert Distressed Fund's participation
transactions with certain of our vendors subject to our successful
emergence from chapter 11 and our vendors' support of our 2005
merchandising program, we are confident that the proper foundation
has been laid for a successful 2005 holiday season.  The Company
is gratified by the strong show of support by the Harbert
Distressed Fund as we continue to move forward with our plans for
expedited emergence from chapter 11 later this year and our
efforts to strengthen relationships with our business partners and
vendors."

Additional details regarding the terms of the Company's amended
and restated DIP facility, the Company's consent to the Harbert
participation agreements with certain of the Company's vendors,
and the Company's settlement with Jewelry Investors will be
included in a Current Report on Form 8-K to be filed with the SEC.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.  The
Company and its affiliates filed for chapter 11 protection on Jan.
14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W. Butler,
Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson, Esq., and
Alexa N. Paliwal, 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
$395,897,000 in total assets and $215,751,000 in total debts.


HAPPY KIDS: Creditors Must File Proofs of Claim by June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
set at 5:00 p.m. on June 30, 2005, as the last day for all
creditors owed money by Happy Kids Inc. and its debtor-affiliates
on account of claims arising prior to Jan. 3, 2005, to file their
proofs of claim.

Governmental units must file proofs of claims on or before
5:00 p.m. on July 5, 2005.

Creditors must file written proofs of claim on or before the June
30 Claims Bar Date and those forms must be sent to:

If sent by mail:

      Clerk of the Bankruptcy Court
      U.S. Bankruptcy Court for the District of New York
      Re: Happy Kids Inc., et al.
      P.O. Box 5139
      Bowling Green Station
      New York, NY 10274

If delivered by hand, or overnight courier:

      Clerk of the Bankruptcy Court
      U.S. Bankruptcy Court for the District of New York
      Re: Happy Kids Inc., et al.
      One Bowling Green, Room 534
      New York, NY 10004-1408

These entities or individuals are not required to file proofs of
claim at this time:

   (a) any person or entity that properly filed a proof of claim
       against the Debtors using a claim form which substantially
       conforms with Official Bankruptcy Form No. 0;

   (b) any person or entity that holds a claim that has been
       previously allowed by order of the Court entered on or
       before the Bar Date;

   (c) any person or entity having a claim arising after the
       Petition Date that is entitled to treatment as an
       administrative expense of the Debtors' Chapter 11 cases
       pursuant to Section 503(b) or 507(a) of the U.S. Bankruptcy
       Code;

   (d) any person or entity having a claim that is listed on the
       Debtors' Schedules need not file a proof of claim, unless:

       (1) such claim is scheduled as a contingent, disputed, or
           unliquidated claim, or

       (b) the creditor does not agree with

            (i) the amount of the claim as listed on the
                Schedules,

           (ii) the classification of the scheduled claim, or

          (iii) the debtor entity to which the Debtors have
                ascribed such claim;

   (e) any Debtor in these Chapter 11 cases having claims against
       any Debtor; and

   (f) any claim previously paid or otherwise satisfied pursuant
       to an order of the Court.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


INTERSTATE BAKERIES: List of Equity Security Holders
----------------------------------------------------
Pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy
Procedure, Interstate Bakeries Corporation delivered to the U.S.
Bankruptcy Court for the Western District of Missouri a list of
its equity security holders.

A full-text copy of the 134-page list is available for free at:

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

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: 270 Trade Creditors Sell $2.9 Million Claims
-----------------------------------------------------------------
From December 20 to December 31, 2004, the Clerk of the U.S.
Bankruptcy Court for the Western District of Missouri recorded 270
claim transfers to:

(a) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           A Waste Connections Company                $213
           A-1 Backflow                                 90
           Air Conditioning                            217
           American Digital Solutions II               560
           Amlawn Services Inc.                        270
           B & W Electric Co.                          800
           Barlo Signs                                  50
           Bearing Agencies                             60
           Beta Raven                                  694
           Big L Tire                                  738
           Bonneville Salt Co.                         172
           C&C Pest Control                            440
           Carl Netherland                             350
           Champion Chevrolet                          147
           Cintas First Aid                            363
           City Wide Janitorial                         70
           Coopers Tires & Service                     675
           Don Miner                                    50
           Don't Fuss Call Gus Towing                  220
           Eagle Freightliner                          457
           ERG Environmental Inc.                      350
           Faulkner                                     76
           FMC Foodtech                              1,475
           Food 4 Less                                 400
           Freedom Truck Centers Inc.                  361
           Fresh Farm                                  267
           Future Environmental Inc.                   159
           G&E Roofing Co. Inc.                        520
           Giant Eagle 601                           1,901
           Gilliands Piggly Wiggly 3                   177
           Greeley Furnace Co. LLC                      95
           Greens Lawn Care                            417
           H & K Towing Inc.                           150
           Halls Towing Service Inc.                    71
           Harry Peddie MD                              75
           Holmes & Kuglers Garage Inc.                120
           Hook Recovery & Towing Service               75
           Horne Ford                                   97
           IESI Mineral Wells                           70
           Illini Fire Equipment                        90
           Interstate Batteries of Annapolis           148
           Interstate Battery of Green Bay              58
           Irish Lads Window                            61
           Jackson Glass Works                         292
           Jackson Hole News & Guide                    78
           Jeff Parlato                                100
           Jungmeyer Heating & Air Conditioning         78
           Kason Transmission Inc.                      60
           K-D Sales Inc.                               94
           Keep Heating & Cooling                       80
           Kenneth Sitzes                              300
           Kevs Seethru Window                          92
           La Tasha Greene                             100
           Lake Norman Fire Equipment                   52
           Laymon Alexander                            324
           Machine Service Inc.                         55
           Madison Coffee & Vending Inc.                57
           Martin Overhead Garage Door Co.              83
           Michaels Keys Inc.                           54
           Michigan Dist. & Vendors Assoc.             600
           Milo Hansen                                  90
           Mineral Area Office Supply                   52
           Motion Control Systems Inc.                 496
           MTL EPE East Peoria, Illinois               739
           National Raisin Co.                      14,739
           NCAMA                                        98
           New Concepts Janitorial                     107
           Northern Business Mach                      358
           Oana A. Smereanu                            200
           Oil Conservation Svc.                       135
           Phelps Uniform Services                      93
           PJS Wash Wagon                               89
           Powell Heating & Air Inc.                    75
           Printed Promotions Inc.                     315
           Quicksilver Express Courier                  73
           Ramos Grease Exhaust Cleaning System        300
           Roscoe Brown Inc.                           138
           S & K Steel Inc.                             66
           Sabroso Foods Inc.                           94
           Safety Services Inc.                         52
           Shockleys                                   100
           SLC Corp. W643672                            90
           Southern Signs Inc.                          82
           Sowle the Florist                            68
           Spartan Truck Equipment                      54
           Sporys Locksmith                             73
           Stykemain Trucks                            118
           Sun Belt Inc.                               390
           Superior Door Service Inc.                   83
           Tangier                                     126
           Team Logistics LLC                          550
           Ted Johnson Propane Co.                      97
           Teesdale Waste Removal                      662
           Thompsons Inc.                               60
           Tuxhorn Towing                               55
           Vicki Chappell                              140
           Vidalia Roadside Tire Service               105
           Village Ford                                701
           Warehouse Radio Inc.                        497
           White Termite & Pest Control                 64
           Craig Van Schooneveld MD                     79
           Evan Carter                                  90
           IVS Inc.                                    296
           Melvin Becker                                50
           National Laundry Company                     75
           Remel Inc.                                  309
           SLC Corp. W26910                         12,510
           Summit Dining Services                      345
           The Power Auto Glass                        465
           Wrights Auto Parts                          267

(b) Halcyon Fund, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Burd & Fletcher                        $391,814
           Malnove Incorp. of Nebraska & Affil.  1,104,351

(c) Madison Liquidity Investors 123, LLC

           Creditor                           Claim Amount
           --------                           ------------
           AA Electric SE Inc.                      $1,520
           ABC Disposal Service Inc.                 3,206
           Aramark Uniform & Career Apparel, Inc.  157,794
           Barnes Janitorial Svc.                    5,079
           BGR                                         708
           Bills Wrecker Service Inc.                1,300
           Bobs Service Inc.                        10,297
           Brothers Mechanical                       2,467
           California Strategies LLC                15,000
           Cenpro Services                           2,271
           Chem Aqua                                 7,634
           Colony Tire Corp.                         9,621
           Comp-Air Service Co.                      2,190
           Dieker Dairy Distributers                 1,378
           Duranotic Door Inc.                       1,342
           Emery Highway Auto Parts                  1,481
           Environmental Enterprise                 12,961
           Freeman Mathis & Gary                    24,746
           Glendo Corp.                              9,350
           Harcos Chemicals                         23,243
           Hiland Dairy                              1,787
           Hiland Dairy Foods                        3,010
           Horner Electric Incorporated             15,596
           Idaho Power                               6,049
           Ideal American Dairy                      1,824
           Illinois Industrial Sales Co.             2,036
           J R Concepts Inc. d/b/a Super Shopper     7,900
           Lombardy Overhead Doors                   1,606
           Lone Star Industries Inc.                59,593
           National Advertising Brokerage           26,770
           Noble Oil Service                         1,284
           Norm Marshall & Assoc. Inc.              18,750
           Paccar Leasing Co.                        2,958
           Pevely Dairy                             34,773
           Postwright Packaging LTD                 31,701
           Prairie Farms Dairy                       5,342
           Prairie Farms Dairy Inc.                  6,007
           Prairie Farms Dairy Lima                  1,349
           Prairie Farms Peoria Div.                 2,042
           Richard Kerns Truck Parts Inc.            3,277
           Roberts Dairy Co.                         9,688
           Rolan Plant Services Inc.                 1,685
           Sacramento Truck Center                  13,692
           Service Iron & Steel Co.                  1,278
           Shaffer Manufacturing                     5,624
           Southern Tire Mart LLC                    7,185
           Sugar Bowl Bakery                         4,499
           Sun State Ford                            1,406
           Tesoro                                    5,878
           The Fred D. Pfening Co.                  27,145
           The Laurel Group                         10,677
           Ti-Ann Enterprise Inc.                   17,969
           Tritest Inc.                              2,264
           Truck Centers Inc.                       17,875
           Verotix Systems                          21,994
           Wedemeyers Bakery                        11,996
           West Gate Ford Truck Sales Inc.          13,204
           Zenith Packaging Bag Co.                  2,621

(d) Madison Niche Opportunities, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Austin Electric Inc.                       $295
           Concord Foods Inc.                       70,666
           Cook Natural Products                     3,432
           Custom Metal Enterprises                  4,090
           House of Bagels                           7,823
           Pace Analytical                           4,695
           PGT Corp. Shoker Bros.                      775
           Presto X                                  2,931
           Shoker Brothers Inc.                     13,525
           The Water Co.                               426

(e) Revenue Management

           Creditor                           Claim Amount
           --------                           ------------
           ACS Metro-Express                        $3,287
           Anthony Patemo                            1,177
           Applied Scales Inc.                       2,530
           Ashland Scale Company Inc.                3,963
           Bernstein Rein Advertising               17,714
           Columbus Tire Company                     3,472
           David Dalton Woods Inc.                   2,367
           Desert West Landscaping Inc.              1,735
           F. Ferrato Foods Pro.                     1,466
           Feltons Clutch & Brake Service               55
           First Impressions Print & Imaging         1,022
           Fishtown Fleet Wash                       1,248
           Freeway Ford-Sterling Truck Sales I       4,944
           Hissong Kenworth Inc.                     1,161
           Inland Cold Storage Inc.                 61,634
           Labelcraft USA Inc.                      35,866
           Lehi Roller Mills Company                38,428
           Marburger Farm Dairy Inc.                18,729
           Midwest Mechanical Ser.                  11,827
           National Oil & Supply Co. Inc.           88,322
           Noco Energy Corp.                        14,078
           Ozark Mountain Petroleum Inc.            25,232
           Palmentere Brothers                      $3,976
           Quality Bakers of America Coop Inc.      16,640
           Quality Overhead Door Inc.                1,720
           Randstad North America                    6,661
           Red Electric Co.                          2,870
           Sparta Chemical Inc.                      2,320
           Stroming Air Conditioning Inc.              535
           The Eastridge Group                      45,060
           The Grease Company                        9,560
           Trigon Eng Consultants                    2,100
           United Salt Corporation                  45,309

(f) Sierra Liquidity Fund, LLC

           Creditor                           Claim Amount
           --------                           ------------
           B.J. Marquart & Sons, Inc.               $1,308
           Old Labor Foods, Inc.                     2,726

(g) Trade-Debt.net

           Creditor                           Claim Amount
           --------                           ------------
           A & A Locksmith                            $135
           Action Heating and Cooling                  349
           All Armes Mobile Car Care                   232
           Ameripride Linen And                        294
           Backers Potato Chip Co.                     473
           Bel-O Sales and Service Inc.                230
           Carpet Master Incorporated                  134
           City Barrel Inc.                            227
           Dales Tire Inc.                             243
           DBA Servicemaster Charles W. Lawhe          240
           Don't Fuss Call Gus Towing                  220
           Fleet-Wash.                                 190
           Gary's Lawnmowing Serv. Snow Plowing        500
           Gateway Supply                              104
           Glover Foods                                230
           Janet Sandman                               100
           Joel Arcos                                  225
           Karl R. Morthole                            378
           KD Auto Glass                               701
           Illinois Oil Marketing                      303
           Interstate Locksmith Inc.                   454
           Jason Wallace d/b/a Wallaces Lawn Mowing    200
           Jimmies Lock Shop                           307
           Jim Mcmicheal Signs & Truck Painting        417
           John J Kreher                               180
           Julie Witt                                  150
           Long Machine Shop                           128
           Mitch's Tire Service                        402
           MVR Inc. L Stevens                          969
           Napa Auto Parts & Paint                     488
           Ok Tire Store Inc.                          124
           Overhead Door Company                       195
           Perfectly Clean                             195
           Power Plus Pressure Washing                 626
           Primecare Medical Centers                   405
           Pritikin Food LIC & Al Maiocc               173
           PRO Chem. Inc.                              531
           Professional Yard Service                   800
           Roger A-1 Custom Muffler                    240
           Royal Oaks Medical-Cocoa                    125
           Silvey Plumbing                             125
           Solano Garbage Company                      154
           Strack Scales Service                       233
           Taco Loco Products                          216
           Telec                                       481
           Teletrac Inc.                             1,748
           Texas 10 Minute Oil & Lube                  206
           Transforce Inc.                             816
           Tri-State Maintenance & Janitorial          312
           Tyler Mountain Water Co.                    106
           USA Emico Inc.                              508
           Vicki Chappell                              140
           Weller Truck Parts                          220
           West Kentucky Rural Electric                449
           Williams Clinic                             100

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


JM HILLS: U.S. Trustee Unable to Form Creditors' Committee
----------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, told
the U.S. Bankruptcy Court for the District of Arizona, that there
were too few unsecured creditors willing to serve on an official
Creditors' Committee in JM Hills Project, LLC's chapter 11
proceedings.

Headquartered in Phoenix, Arizona, JM Hills Project, LLC, along
with its affiliates filed for chapter 11 protection on April 7,
2005 (Bankr. D. Ariz. Case No. 05-05686).  Dale C. Schian, Esq.,
at Schian Walker P.L.C., represents the Debtor in its
restructuring efforts.  When JM Hills filed for protection from
its creditors, it estimated assets and debts between $10 million
to $50 million.


KEYSTONE CONSOLIDATED: Files Amended Joint Reorganization Plan
--------------------------------------------------------------
Keystone Consolidated Industries, Inc. (OTC Pink Sheets: KESNQ -
News) filed its First Amended Joint Plan of Reorganization and
Disclosure Statement with the U.S. Bankruptcy Court for the
Eastern District of Wisconsin in Milwaukee on May 26, 2005.

The First Amended Joint Plan of Reorganization provides for, among
other things:

   -- the assumption of the previously negotiated amendment to the
      collective bargaining agreement with the Independent Steel
      Workers Alliance, Keystone's largest labor union;

   -- liabilities due to pre-petition secured creditors would be
      reinstated in full against reorganized Keystone;

   -- all of Keystone's common and preferred stock outstanding at
      the petition date would be cancelled;

   -- pre-petition unsecured creditors of Keystone would receive,
      in aggregate, $5.2 million in cash, a $4.8 million note and
      49% of the common stock of reorganized Keystone (the amount
      of cash and principal amount of the note may increase based
      on certain events);

   -- certain operating assets and existing operations of Sherman
      Wire Company, one of Keystone's pre-petition wholly-owned
      subsidiaries, will be sold at fair market value to Keystone,
      which will then form a newly created wholly-owned subsidiary
      of reorganized Keystone with those assets and operations;

   -- Sherman Wire, and its pre-petition wholly owned non-
      operating subsidiaries, J.L. Prescott Company, and DeSoto
      Environmental Management, Inc. as well as Sherman Wire of
      Caldwell, Inc., a wholly owned subsidiary of Keystone, will
      be liquidated and the pre-petition unsecured creditors of
      these entities will receive their pro-rata share of the
      respective entity's net liquidation proceeds;

   -- prepetition unsecured creditors of Keystone's wholly-owned
      prepetition subsidiary, FV Steel & Wire Company, would
      receive cash in an amount equal to their allowed claims;

   -- one of Keystone's Debtor-In-Possession lenders, EWP
      Financial, LLC (an affiliate of Contran Corporation,
      Keystone's prepetition majority shareholder) would convert
      $5 million of its credit facility, certain pre-petition
      unsecured claims and certain administrative claims into 51%
      of the common stock of reorganized Keystone;

   -- the Board of Directors of reorganized Keystone will consist
      of seven individuals, of which two directors shall be
      designated by Contran, two shall be designated by the
      Official Committee of Unsecured Creditors, and the remaining
      three directors shall qualify as independent directors (two
      of the independent directors shall be appointed by Contran
      with the OCUC's consent and one shall be appointed by the
      OCUC with Contran's consent); and

   -- the Plan of Reorganization assumes Keystone will obtain
      Bankruptcy Court approval for agreements that have been
      reached with certain retiree groups that will provide
      permanent relief by permanently reducing healthcare related
      payments to these retiree groups from prepetition levels and
      such agreement will be assumed by reorganized Keystone.

Confirmation of the Plan of Reorganization remains subject to,
among other things:

     (1) approval of the Disclosure Statement at a hearing on
         June 24, 2005;

     (2) obtaining the requisite vote of Keystone's and its
         subsidiaries' various creditor constituencies;

     (3) satisfying other confirmation requirements and approval
         of the Bankruptcy Court; and

     (4) obtaining sufficient exit financing to refinance the
         balance of Keystone's Debtor-In-Possession loans.

Under the terms of a Lock-Up Agreement between Keystone, Contran,
the OCUC, the ISWA and certain retirees of Keystone, all parties
have agreed to support the First Amended Joint Plan of
Reorganization.  In addition, Keystone is currently negotiating
with two potential lenders interested in providing the necessary
financing to exit from the bankruptcy process.  No assurances can
be given that the negotiations will result in Keystone receiving
the necessary financing.

Keystone believes the filing of the First Amended Joint Plan of
Reorganization and Disclosure Statement is another major step
forward in Keystone's efforts to complete a successful
restructuring and Keystone and its advisors will continue to work
diligently in an effort to achieve its goal of exiting the
bankruptcy process as soon as possible.  Keystone currently
anticipates a confirmation hearing during the first half of
August.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KMART CORP: Kenneth Maynard Wants Stay Lifted to Pursue Litigation
------------------------------------------------------------------
Kenneth Maynard asks the U.S. Bankruptcy Court for the Northern
District of Illinois to condition, modify, or dissolve the
automatic stay imposed by Section 362 of the Bankruptcy Code to
permit him to pursue his claims against Kmart Corporation pending
before the Franklin County Common Pleas Court, in Columbus, Ohio.

Mr. Maynard sustained personal injuries on November 18, 1999,
while unloading trucks at a Kmart dock.  Mr. Maynard worked for
Lee's Lumpers.  He was asked by a Kmart employee to assist in
releasing a jammed plate on the dock.  This resulted in near
amputation of four of his fingers.

Mr. Maynard subsequently filed a lawsuit before the Court of
Common Pleas of Franklin County, styled Kenneth Maynard, et al.
v. Lee Valentine, et al.  The litigation was stayed when Kmart
entered bankruptcy.

Pursuant to the Claims Resolution Procedure adopted by the
Bankruptcy Court:

   * On November 15, 2002, Mr. Maynard served a completed
     Questionnaire on Kmart and its counsel;

   * On January 15, 2003, Kmart served Mr. Maynard and his
     counsel a Response Statement; and

   * On January 30, 2003, Mr. Maynard served a Reply rejecting
     Kmart's Response Statement.

David H. Starkey, Esq., at Metcalf, Duren, Morris, Starkey &
Waid, LLC, in Dublin, Ohio, tells Judge Sonderby that Mr. Maynard
has complied, with and has otherwise exhausted, in good faith, the
Claims Resolution Procedure.

Mr. Maynard wants to proceed with the Litigation.  Mr. Maynard
believes that the Litigation will conclude in a timely and
efficient manner.  Mr. Maynard says he will promptly return to the
Bankruptcy Court, judgment in hand, for a determination of the
dischargeability of Kmart's debts to him.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 95; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRISPY KREME: Extends Kroll Zolfo Bonus Talk Deadline to June 30
----------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. (NYSE: KKD), Kroll Zolfo Cooper LLC,
Stephen F. Cooper and Steven G. Panagos, agreed to further extend
the deadline to negotiate a Success Fee under the terms of their
Services Agreement dated January 18, 2005, as supplemented and
amended.  The deadline will be extended until June 30, 2005.

As previously reported in the Troubled Company Reporter, Krispy
Kreme hired Kroll Zolfo Cooper LLC as its financial advisor and
interim management consultant.  Stephen F. Cooper has been named
Chief Executive Officer, and Steven G. Panagos now serves as
President and Chief Operating Officer.  Mr. Cooper is the
Chairman and Mr. Panagos is a Managing Director of KZC.

Since KZC's arrival, Krispy Kreme has announced cash conservation
and cost-cutting measures.  Earlier this month, Krispy Kreme said
it was closing five of six test locations operated inside Wal-Mart
stores.

As reported in the Troubled Company Reporter on May 2, 2005,
Krispy Kreme was unable to file its Form 10-K for the fiscal year
ended January 30, 2005, within the prescribed time period and
provided a financial update.

                Annual Report on Form 10-K Update

The Company has filed a Notification of Late Filing on Form 12b-25
stating that its annual report on Form 10-K for fiscal 2005 could
not be filed timely due to ongoing analysis related to the proper
application of generally accepted accounting principles to certain
transactions which occurred in the fiscal year ended Feb. 1, 2004,
and earlier years as well as in fiscal 2005.  Until such analyses
are complete, the Company is unable to finalize its financial
statements for fiscal 2005.  The Company's Audit Committee and
management have concluded that the Company's financial statements
for fiscal 2001, 2002 and 2003 and the first three quarters of
fiscal 2005, in addition to the financial statements for fiscal
2004, should no longer be relied upon.

                     Financial Restatements

In a Current Report on Form 8-K dated December 28, 2004, the
Company disclosed that its Board of Directors had concluded that
the Company's previously issued financial statements for fiscal
2004 should be restated to correct certain errors contained
therein.  The Company further disclosed that the Company was
conducting analyses of additional matters which could give rise to
additional restatement adjustments to previously issued financial
statements, and that certain investigations were ongoing which
also could give rise to additional restatement adjustments.  The
Company's analyses and the investigations are ongoing; in
addition, the Company is conducting discussions with the Staff of
the Division of Corporation Finance of the Securities and Exchange
Commission regarding the Staff's inquiries concerning certain
accounting matters, including certain of the matters giving rise
to the adjustments described below.

On Dec. 28, 2004, the Board of Directors determined that
adjustments should be made to reduce pre-tax income for fiscal
2004.  The principal adjustments, which relate to the Company's
accounting for the acquisitions of certain franchisees, are:

   -- a pre-tax adjustment of between $3.4 million and
      $4.8 million to record as compensation expense, rather than
      as purchase price, some or all of the disproportionate
      consideration paid to an individual who was the prior
      operating manager and one of the former owners of the
      Michigan franchise and who subsequently worked for the
      Company for a short period of time after the acquisition;

   -- a pre-tax adjustment of approximately $0.5 million to
      reverse certain income and to record as expense amounts that
      were improperly accounted for as part of the Company's
      acquisition of the Michigan franchise

   -- a pre-tax adjustment of $1.0 million (previously estimated
      at between $0.5 million and $1.0 million) to record as
      compensation expense, rather than as purchase price, the
      disproportionate consideration paid to one of the former
      owners of the minority interest in the Northern California
      franchise, who was its former operating manager and who
      worked for the Company for a short period of time;

   -- a pre-tax adjustment of approximately $1.9 million
      (previously estimated at $0.8 million) to record as expense,
      rather than as purchase price, part of the consideration
      paid to another former owner of the Northern California
      franchise;

   -- a pre-tax adjustment of approximately $0.6 million to
      reverse income recorded as a management fee in connection
      with the Company's acquisition of the minority interest in
      the Northern California franchise;

   -- a pre-tax adjustment of approximately $0.5 million to record
      as expense, rather than as purchase price, part of the
      consideration in the Company's acquisition of the
      Charlottesville franchise.

The first and third adjustments listed above, with a combined pre-
tax effect of $4.4 million to $5.8 million, reflect the
application of judgment in determining the amount of compensation
or other expense embedded in the payments to the sellers who were
employed by the Company for a short period of time and/or received
a disproportionately higher purchase price compared to other
sellers.

Founded in 1937 in Winton-Salem, North Carolina, Krispy Kreme is a
leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico and the United Kingdom.
Krispy Kreme's Web site is at http://www.krispykreme.com/


LAIDLAW INT'L: Names Michael Rushin Laidlaw Transit President
-------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) disclosed the appointment of
Michael R. Rushin to President and Chief Operating Officer of
Laidlaw Transit Services, a leading provider of para-transit and
fixed route bus services.  In his new position, Mr. Rushin will
report directly to Kevin E. Benson, President and Chief Executive
Officer of Laidlaw International, Inc.

During his 14-year tenure at Laidlaw Education Services, Mr.
Rushin has gained broad experience in passenger transportation
services.  He has held various senior level positions including
Senior Vice President - Atlantic Southeast Region, and most
recently, Senior Vice President - Business Development and
Operations Support where he was involved in the development and
implementation of strategic initiatives at Laidlaw Education
Services. Prior to joining Laidlaw, Rushin worked for Emery Air
Freight.

"Mike has an extensive background in transportation services,"
said Benson."  He is the ideal person to lead our transit
operations as we reinvigorate the company and challenge his team
to achieve the business' full potential.  I am delighted that he
has accepted this opportunity."

Laidlaw Transit Services -- http://www.laidlawtransit.com/--  
based in Overland Park, Kansas, is a leading private provider of
municipal public transportation services and is an expert in para-
transit services that meet the American with Disabilities Act
requirements.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is
North America's #1 bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and Tour
Services division provides daily city transportation through more
than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents
the Debtors.  Laidlaw International emerged from bankruptcy on
June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 14, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Greyhound Lines Inc., including the 'CCC+' corporate credit
rating.  At the same time, the outlook is revised to positive from
developing.

"The outlook change reflects Greyhound's successful resolution of
the default judgment pending against it and the potential for a
higher rating if the company's restructuring actions are
successful in improving operating performance and credit
protection measures," said Standard & Poor's credit analyst Lisa
Jenkins.  Ratings are currently constrained by competitive market
conditions and the company's high debt leverage.  Greyhound is
owned by Laidlaw International Inc. (BB/Watch Pos/--).  Laidlaw
does not guarantee Greyhound's debt and its financial support of
Greyhound is currently limited to just $15 million.


MCLEODUSA INC: Judge Baxter Formally Closes Bankruptcy Case
-----------------------------------------------------------
The Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware formally closed the bankruptcy case filed
McLeodUSA Incorporated on May 20, 2005.

Judge Baxter confirmed the Debtor's Plan of Reorganization on
April 5, 2002, and the Plan took effect on April 16, 2002.

Judge Baxter concludes that the Debtor's Plan has been fully
consummated and its chapter 11 case has been fully administered
within the meaning of Section 350(a) of the Bankruptcy Code and
the Bankruptcy Rules.

Judge Baxter orders that:

   b) nothing in the Court's Closure Final Decree Order will limit
      or affect in any way the obligations of Wells Fargo Bank
      Minnesota, N.A., as Distributor Agent under the Debtor's
      confirmed Plan;

   b) pursuant to the terms of the Plan and the Stipulation and
      Order Establishing Disputed Claims Reserve (D.I. 203), dated
      May 2, 2002, the Debtor has established the Disputed Claims
      Reserve on account of Disputed Claims.  Any distributions on
      two proofs of claim filed by New Millenium Growth Fund LLC
      in the class action of McLeodUSA Inc. Securities Litigation
      (Civil Action No. C02-1 (MWB) N.D. Iowa) will be paid from
      the Disputed Claims Reserve upon the resolution of those two
      disputed proofs of claim by the U.S. District Court for the
      Northern District of Iowa.

   c) nothing in the Court's Final Decree Order will prejudice the
      right of New Millenium to reopen the Debtor's chapter 11
      case in connection with any distribution from the Disputed
      Claims Reserve;

   d) the services of the Debtor's claims agent, Logan & Company,
      Inc., are terminated and Logan & Company is directed to
      forward all proofs of claim and documents from the Debtor to
      the Clerk of the Bankruptcy Court; and

   e) all required fees to be paid to the U.S. Trustee pursuant to
      28 U.S.C. Section 1930(a)(6) will continue to be paid on
      account of McLeodUSA Inc., prorated through the date of the
      Court's Final Decree Order.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated
provide integrated communications services, including local
services, in 25 Midwest, Southwest, Northwest and Rocky Mountain
states.  The Company filed for chapter 11 protection on Jan. 30,
2002 (Bankr. D. Del. Case No. 02-10288).  Eric M. Davis, Esq., and
Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection, it listed total assets of $4,792,600,000 and total
debts of $4,566,200,000.  The Court confirmed the Debtor's chapter
11 plan on April 5, 2003, and the Plan took effect on April 16,
2002.  The Court formally closed the case on May 20, 2005.


MIRANT CORP: Wells Fargo Wants Plan & Disclosure Statement Amended
------------------------------------------------------------------
Wells Fargo Bank, National Association is Successor Trustee under
an Indenture dated May 1, 2001, between Mirant Americas
Generation, LLC and Bankers Trust Company, and five supplemental
indentures thereto.

Wells Fargo insists that Mirant Corporation and its debtor-
affiliates should address and remedy several deficiencies present
in Mirant Corp., et al.'s First Amended Joint Chapter 11 Plan of
Reorganization.

Tracy L. Treger, Esq., at Gardner, Carton & Douglas LLP, in
Chicago, Illinois, tells the U.S. Bankruptcy Court for the
Northern District of Texas that the deficiencies relate
particularly to the proposed reinstatement of MAGi's Long Term
Notes and their disparate treatment from and resulting structural
subordination to other similar unsecured debt, including the
Short Term Notes.  Ms. Treger contends that the Debtors attempt
to confuse the issue by artificially separating the Notes into
"Long Term" and "Short Term" Notes.   Ms. Treger explains that
the Notes were all issued under a single indenture dated May 1,
2001, therefore, are all entitled to equal treatment.

Among other deficiencies, Ms. Treger asserts that the Disclosure
Statement describes a Plan that is not confirmable because it
will:

    -- result in unfair discrimination against the Long Term
       Notes; and

    -- create new and continuing events of default under the
       Indenture for the "reinstated" Long Term Notes on and after
       the Plan's effective date.

Ms. Treger asserts that the Court should deny approval of the
Disclosure Statement, unless the Plan and Disclosure Statement
are amended to provide, at a minimum:

    (a) for necessary modifications to the Plan and the Indenture
        to avoid new and continuing events of default on
        consummation of the Plan;

    (b) that holders of the Long Term Notes are entitled to vote
        on the Plan; and

    (c) additional information sufficient to allow Noteholders to
        cast an informed vote on the Plan.

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


MIRANT CORP: Asks Court to Approve NRG Claims Settlement Agreement
------------------------------------------------------------------
On July 14, 2003, Mirant Americas Energy Marketing, LP, filed
three claims against the NRG Debtors -- NRG Energy, Inc., NRG
Power Marketing Inc., NRG Northeast Generating LLC -- with the
United States Bankruptcy Court for the Southern District of New
York.

According to Robin Phelan, Esq., at Haynes & Boone, in Dallas,
Texas:

    a. Claim No. 626 arose under a Corporate Guarantee executed by
       NRG NE in favor of MAEM, dated as of May 13, 2000, whereby
       NRG NE guaranteed the obligations of NRG PMI under certain
       natural gas, electricity, emissions credits, or petroleum
       related transactions;

    b. Claim No. 628 consists of a claim for $1,155,844 in
       termination damages under a Fuel Oil Swap Confirmation
       governed by the provisions of the 1992 International Swaps
       and Derivatives Association, Inc. Master Agreement dated
       May 8, 2001, between MAEM and NRG PMI; and

    c. Claim No. 630 consists of claims under a certain Corporate
       Guarantee executed by NRG in favor of MAEM, dated as of
       May 7, 2001, pursuant to which NRG guaranteed the
       obligations of NRG PMI under certain natural gas,
       electricity, emissions credits, or petroleum-related
       transactions.

The NRG Debtors objected to the MAEM Claims on various grounds.

To receive distributions of the MAEM Claims immediately without
continuing the litigation, the parties entered into a
Stipulation.  Pursuant to the terms of the Stipulation, MAEM will
receive at least $175,493 in cash and 25,718 shares of common
stock of the reorganized NRG.

The pertinent provisions of the Stipulation are:

    1. MAEM will receive an Allowed Class 6 Claim for $1,040,000
       and an Allowed Class 5 Claim for $551,539.  MAEM will
       receive distributions on account of claim amounts in
       accordance with the terms of the NRG Plan that are
       applicable to creditors who did not opt into the
       Reallocation Procedures as defined in the NRG Plan.

    2. The NRG Debtors will distribute to MAEM:

       (a) 16,806 shares of common stock of the Reorganized NRG
           and $84,498 cash on account of the MAEM Class 6 Claim;
           and

       (b) 8,912 shares of common stock of the reorganized NRG and
           $90,995 cash on account of the MAEM Class 5 Claim.
           MAEM may be entitled to additional distributions
           pursuant to the terms of the NRG Plan on account of the
           MAEM Class 6 Claim and the MAEM Class 5 Claim.

    3. Any amounts or claims on account of the MAEM Claims in
       excess of the MAEM Class 6 Claim and the MAEM Class 5
       Claim will be disallowed.

Accordingly, Mirant Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Texas to
approve the Stipulation.

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


MIRANT CORP: Gets Court Nod to Extend L/Cs Expiration to June 30
----------------------------------------------------------------
As previously reported, Mirant Corporation and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Northern
District of Texas to approve an extension of certain outstanding
letters of credit to May 31, 2005.

For some time now, the Debtors have been negotiating with the
agent for the prepetition lenders under a Four-Year Credit
Agreement dated July 17, 2001, for a potential business
arrangement that would settle and resolve completely the ongoing
litigation relating to certain of the Prepetition Lenders'
claims.  While the Agent and the Debtors have agreed in principal
to the basic terms of an agreement, the Debtors are still in the
process of attempting to gain the support of their creditors'
committees, particularly the Mirant Corp. Committee.

Given that May 31st is fast approaching, the Debtors believe that
a further extension of the letters of credit is necessary and
warranted if any opportunity to consummate the Agreement is going
to be preserved.

Thus, the Debtors ask the Court for permission to further extend
their Outstanding L/Cs through June 30, 2005.

The Debtors clarify that they are not seeking at this time
approval of the potential Agreement with the Prepetition Lenders.
Instead, the Debtors are merely seeking to maintain the status
quo to allow additional time to pursue the potential Agreement
for possible consideration at a later date.

Accordingly, Judge Lynn authorizes the Debtors to extend the
expiry date of the letters of credit through June 30, 2005.

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


MOSLER INC: Court Formally Closes Chapter 11 Bankruptcy
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final decree formally closing the bankruptcy proceeding of Mosler
Inc. nka MDIP, Inc.

Judge Walsh issued the final decree after the Debtor reported
that:

   -- it has consummated its Plan and its estate has been fully
      administered; and

   -- no adversary proceedings or contested matters are pending
      before the Court.

MDIP, Inc., f/k/a Mosler, Incorporated, was a leading integrator
of physical and electronic security systems, filed, along with its
debtor-affiliates for chapter 11 protection on August 6, 2001
(Bankr. D. Del. Case No. 01-10055).  Russell C. Silberglied, Esq.,
at Richards Layton & Finger, and Robert Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, represented the Debtors.  When the
Company filed for protection from its creditors, it estimated
assets of $10 million to $50 million and estimated debts of more
than $100 million.  The Debtors' Second Amended Joint Plan of
Liquidation was confirmed by the Honorable Gregory M. Sleet on
June 30, 2003.


NAKOMA LAND: Section 341(a) Meeting Slated for June 20
------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Nakoma
Land, Inc., and its debtor-affiliates' creditors at 3:00 p.m., on
June 20, 2005, at 300 Booth Street, Room 2110, Reno, Nevada 89509.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Reno, Nevada, Nakoma Land, Inc., and its debtor-
affiliates filed for chapter 11 protection on May 19, 2005 (Bankr.
D. Nev. Case No. 05-51556).  Alan R. Smith, Esq., at Law Offices
of Alan R. Smith represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed total assets of $18,000,000 and total debts
of $15,252,580.


NORTEL NETWORKS: Declares Preferred Stock Dividends
---------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX: NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7 (TSX:
NTL.PR.G).

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.  The
dividend on each series is payable on July 12, 2005, to
shareholders of record of such series at the close of business on
June 30, 2005.

Nortel Networks -- http://www.nortel.com/-- is a recognized
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


ONE TO ONE: U.S. Trustee Appoints Five-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 1 appointed five creditors to
serve on an Official Committee of Unsecured Creditors in One to
One Interactive, LLC's chapter 11 case:

          1. Fastweb (Monster)
             Attn: Evan Kornich, Esq.
             622 Third Avenue, 39th Floor
             New York, New York 10017
             Representative: Ian Winters or John Jureller, Jr.
             292 Madison Avenue, 17th
             New York, NY 10017
             Tel: 212-972-3000, Fax: 212-972-2245
             Email: jjureller@klestadt.com

          2. Classes USA.com, Inc.
             Attn: Richard L. Mahfouz
             1200 South Avenue, Suite 207
             Staten Island, NY 10314
             Tel: 617-283-8871, Fax: 240-368-4873
             Email: rmahfouz@msmcpa.com

          3. Yahoo, Inc.
             Attn: Reginald Davis, Esq.
             701 First Avenue
             Sunnyvale, CA 94039
             Representative: William Kaye
             JLL Consultants, Inc.
             31 Rose Lane
             East Rockaway, NY 11518
             Tel: 516-374-3705, Fax: 516-569-6531
             Email: billkaye@jllconsultants.com

          4. iVillage, Inc.
             Laura O'Daly
             500 Seventh Avenue, 14th Floor
             New York, NY 10018
             Tel: 212-600-6254, Fax: 212-600-6555

          5. All Star Directories
             Attn: Paul Kriloff
             936 N. 34th Street, 3rd Floor
             Seattle, WA 98103
             Tel: 206-545-7827 Fax: 707-667-1524

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

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


ONE TO ONE: Unsecured Panel Wants to Retain Kelley Drye as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of One to One
Interactive, LLC asks the Hon. Joan N. Feeney of the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to retain Kelley Drye & Warren LLP as its counsel nunc pro tunc to
March 31, 2005.

Kelley Drye is expected to:

   a) investigate, file, and prosecute litigation on behalf of the
      Committee;

   b) represent the Committee at hearings and other proceedings;

   c) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interest and objectives; and

   d) perform such other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Court.

Kelley Drye intends to apply to the Court for reimbursement of
out-of-pocket expenses, all in accordance with the provisions of
the Bankruptcy Code.  Kelley Drye will bill at its standard hourly
rates:

                  Designation          Hourly Rate
                  -----------          -----------
                  Partner                $450-$730
                  Counsel                $475-$700
                  Associate              $235-$415
                  Paraprofessionals      $150-$195

On March 18, 2005, One to One Interactive, LLC filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code.  On
March 31, 2005, the Committee selected Kelley Drye to serve as its
counsel.  The Committee believes that Kelley Drye possesses
extensive knowledge in the areas of law relevant to these cases,
and that Kelley Drye is well qualified to represent the Committee
as its counsel.

Keith H. Wofford, a partner at Kelley Drye, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Boston, Massachusetts, One to One Interactive,
LLC -- http://www.onetooneinteractive.com/-- provides Internet
marketing services and offers marketing, creative and technology
services to companies in industries like financial services, life
sciences, media, telecommunications and technology.  The Debtor
filed for chapter 11 protection on March 18, 2005 (Bankr. D. Mass.
Case No. 05-12083).  A. Davis Whitesell, Esq., at Cohn &
Whitesell, LLP, represents the Debtor in its restructuring
process.  When the Debtor filed for protection from its creditors,
it estimated assets and debts from $1 million to $10 million.


PEGASUS SATELLITE: Plan Trustee Wants to Assume KB Lewiston Pact
----------------------------------------------------------------
KB Prime Media, LLC, owns licenses to operate full powered
television stations, including WSWB-TV (Channel 38) in
Scranton/Wilkes-Barre, Pennsylvania and WPME-TV (Channel 35) in
Lewiston, Maine.  Pegasus Satellite Communications, Inc. and its
debtor-affiliates own and operate television stations in the
designated market areas where KB Prime owns television stations
WSWB-TV and WPME-TV.

According to Kenneth A. Rosen, Esq., at Lowenstein Sandler, PC, in
Roseland, New Jersey, the Debtors are parties to time brokerage
agreements and other agreements with KB Prime wherein the Debtors
receive certain revenues generated by the Scranton and Lewiston
Stations while KB Prime retains ultimate control over those
stations.

                      KB Lewiston Agreement

On February 17, 2004, Pegasus Satellite Communications, Inc.,
exercised its option to purchase certain of the KB Assets,
including the WPME-TV (Channel 35) station assets.  PSC agreed to
purchase licenses, permits, authorizations and certain other
assets necessary or useful in operating the Lewiston Station.
The purchase price for the Lewiston Station is estimated at
$3.9 million.  Consummation of the sale is conditioned on the
consent and approval of both the FCC and the U.S. Bankruptcy Court
for the District of Maine.

Mr. Rosen discloses that based on a due and reasonable inquiry,
Ocean Ridge Capital Advisors, LLC, the Liquidating Trustee of The
PSC Liquidating Trust established under the Plan, assessed that
the value of the Lewiston Station exceeds the purchase price.

Accordingly, the Liquidating Trustee seeks the Court's authority
to assume the KB Lewiston Agreement.

The Liquidating Trustee is not aware of any monetary defaults
under the KB Lewiston Agreement.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PHILIP SERVICES: Court Formally Closes 34 Affiliates' Cases
-----------------------------------------------------------
The Honorable Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas formally closed the bankruptcy cases of
34 debtor-affiliates of Philip Services Corporation on
April 7, 2005.

Judge Steen confirmed the Debtors' Second Amended and Restated
Joint Plan of Reorganization on Dec. 10, 2003, and the Plan took
effect on Dec. 31, 2003.

The 34 debtor-affiliates of Philip Services formally closed by
Judge Steen are:

   * 21st Century Environmental Management, Inc. (Nevada)
     Case No: 03-37719-H2-11

   * 21st Century Environmental Management, Inc.
     Case No: 03-37726-H2-11

   * Ace/Allwaste Environmental Services of Indiana, Inc.
     Case No: 03-37727-H2-11

   * Allworth, Inc.
     Case No: 03-37729-H2-11

   * Cappco Tubular Products USA, Inc.
     Case No: 03-37733-H2-11

   * Chem-Freight, Inc.,
     Case No: 03-37735-H2-11

   * Chemical Pollution Control, Inc., of Florida
     Case No: 03-37736-H2-11

   * Chemical Pollution Control, Inc., of New York
     Case No: 03-37737-H2-11

   * Chemical Reclamation Services Inc.
     Case No: 03-37738-H2-11

   * Cousins Waste Control Corporation
     Case No: 03-37739-H2-11

   * Cyanokem, Inc.
     Case No: 03-37740-H2-11

   * D&L, Inc.
     Case No: 03-37742-H2-11

   * Delta Maintenance, Inc.
     Case No: 03-37741-H2-11

   * International Catalyst, Inc.
     Case No: 03-37743-H2-11

   * Jesco Industrial Services
     Case No: 03-37744-H2-11 61-1090856

   * Luntz Acquisition (Delaware) Corporation
     Case No: 03-37759-H2-11

   * Northland Environmental, Inc.
     Case No: 03-37745-H2-11

   * Philip Reclamation Services, Houston, Inc.
     Case No: 03-37749-H2-11

   * Philip Services/North Central, Inc.
     Case No: 03-37750-H2-11

   * Philip Transportation and Remediation, Inc.
     Case No: 03-37751-H2-11

   * PSC Industrial Services, Inc.
     Case No: 03-37756-H2-11

   * PSC Recovery Systems, Inc.
     Case No: 03-37754-H2-11

   * Republic Environmental Recycling (New Jersey), Inc.
     Case No: 03-37757-H2-11

   * Republic Environmental Recycling (Pennsylvania), Inc.
     Case No: 03-37758-H2-11

   * Republic Environmental Recycling (Transportation Group), Inc.
     Case No: 03-37760-H2-11

   * Republic Environmental Recycling (Technical Services), Inc.
     Case No: 03-37761-H2-11

   * Resource Recovery Corporation
     Case No: 03-37762-H2-11

   * Rho-Chem Corporation
     Case No: 03-37763-H2-11

   * RMF Global, Inc.
     Case No: 03-37764-H2-11

   * Serv-Tech EPC, Inc.
     Case No: 03-37766-H2-11

   * Serv-Tech EPC Subsidiary, Inc.
     Case No: 03-37768-H2-11

   * Solvent Recovery Corporation
     Case No: 03-37769-H2-11

   * Thermalkem, Inc.
     Case No: 03-37770-H2-11

   * Total Refractory Systems, Inc.
     Case No: 03-37772-H2-11

Judge Steen concludes that:

   a) the 34 affiliates have resolved all matters related to their
      bankruptcy cases and have completed distributions to
      creditors with allowed claims pursuant to the confirmed
      Plan;

   b) all administrative fees have been paid; and

   c) all contested matters and adversary proceedings have been
      resolved by compromise or settlement or have otherwise been
      fully and finally adjudicated by the Court.

Judge Steen orders that the Bankruptcy Court reserves the right to
reopen the 34 debtors' cases upon the request of any parties-in-
interest if circumstances warrant it.

Headquartered in Houston, Texas, Philip Services Corporation, is a
holding company, which owns directly or indirectly a series of
industrial and metals services companies that operate throughout
North America.  The Company and its debtor-affiliates filed for
chapter 11 protection on June 2, 2003 (Bankr. S.D. Tex. Case No.
03-37718).  Robert E. Richards, Esq., John F. Higgins, Esq., and
James Matthew Vaughn, Esq., at Porter & Hedges LLP, and Peter D.
Wolfson, Esq., Robert E. Richards, Esq., at Sonnenschein Nath &
Rosenthal LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $613,423,000 in total assets and
$686,039,000 in total debts.  The Court confirmed the Debtors'
Second Amended and Restated Joint Plan of Reorganization on
Dec. 10, 2003, and the Plan took effect on Dec. 31, 2003.


PRECISION SPECIALTY: Trustee Wants Howard & Howard as Accountants
-----------------------------------------------------------------
Michael B. Joseph, the chapter 7 Trustee overseeing Precision
Specialty Metals, Inc.'s bankruptcy estate, asks the U.S.
Bankruptcy Court for the District of Delaware, for permission to
employ and retain Howard & Howard C.P.A., Inc., as his
accountants.

Howard & Howard is expected to:

    (a) determine the taxable income from the Debtor's books and
        records;

    (b) prepare and review the Debtor's corporate tax returns
        and payroll tax returns (including 1099's and W-2's if
        necessary); and

    (c) render such other assistance as requested by the Trustee.

The Trustee discloses that Scott B. Howard, at Howard & Howard,
will be the principal accountant and will bill $180 per hour for
his services.  The Firm's accountants and support staff will bill:

            Designation               Hourly Rate
            -----------               -----------
            Accountant                       $180
            Support Staff                     $40

Mr. Howard assures the Court that his Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Precision Specialty Metals is a specialty steel conversion mill
engaged in re-rolling, slitting, cutting and polishing stainless
steel and high-performance alloy hot band into standard or
customized finished thin-gauge strip and sheet product. The
Company filed for Chapter 11 protection on June 16, 2001, which
was subsequently converted to Chapter 7 Liquidation on February 6,
2003 (Bankr. Del. Case. No. 01-2411).  Jason C. Powell, Esq., and
Lisa L. Coggins, Esq., at Ferry, Joseph & Pearce, PA, represent
the chapter 7 trustee in this proceeding.


ROGERS & SONS: Trustee Hires Murray Brothers as Agent & Auctioneer
------------------------------------------------------------------
Kevin Campbell, the Chapter 7 Trustee overseeing the liquidation
of Rogers & Son Construction, Inc., sought and obtained permission
from the U.S. Bankruptcy Court for the District of South Carolina
to employ Murray Brothers Company Inc. as his sales agent and
auctioneer to sell all assets of the Debtor.

Murray Brothers will:

   (a) obtain a purchaser who is ready, willing and able to buy
       the property of the estate,

   (b) advise and counsel the Trustee with regards to any
       transaction,

   (c) negotiate with any potential purchaser the terms of a sale,
       and

   (d) do other necessary services generally performed by a sales
       agent and auctioneer.

As a Sales Agent, Murray Brothers will be paid from the proceeds
of sale upon closing of any transaction in a private sale:

   -- a 12% commission of the selling price for commercial, real,
      and personal property sold,

   -- a 6% commission of the selling price for residential real
      property sold,

   -- reimburse expenses not to exceed $500.

As an Auctioneer, Murray Brothers will be paid:

   -- 15% of the first $20,000;
   -- 12.5% of the next $20,000; and
   -- 10% of the remaining amount.
   -- reimburse expenses not to exceed $12,000.

The Chapter 7 Trustee believes that Murray Brothers is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Summerville, South Carolina, Rogers & Son
Construction, Inc., provided construction services.  The Company
filed for chapter 11 protection on January 26, 2005 (Bankr. D.
S.C. Case No. 04-13943). The case was converted to a chapter 7
liquidation proceeding on March 24, 2005.  Charles S. Bernstein,
Esq., at Bernstein & Bernstein, P.A., represents the Debtor.  When
the Company filed for protection from its creditors, estimated $1
million to $10 million in total assets and debts.  Kevin Campbell
was appointed as the Chapter 7 Trustee.


TECHNEGLAS INC: Wants PwC to Audit Financial Statements for 2004
----------------------------------------------------------------
Techneglas, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Ohio for permission to expand the scope of employment
of PricewaterhouseCoopers LLP, nunc pro tunc to Feb. 2, 2005, to
include an audit of the Debtor's financial statements for the year
Jan. 1, 2004 through Dec. 31, 2004.

The Debtor request that the Court approve additional services to
those previously approved.  Expanding the scope of PwC's
employment to provide additional services is in the best interests
of the Debtor and its creditors, as the audit services to be
performed by PwC will provide three major benefits:

   1. The audited financial statements will provide the Debtors
      with accurate financial information that might otherwise be
      unavailable.  Because the Debtor has unexpectedly lost
      four key accountants, including its former controller in
      2003, PwC will need to help generate the financial
      statements rather than simply review them.  The accuracy of
      such financial statements is critical, as this information
      is necessary to:

      (a) submit monthly operating reports to the U.S. Trustee,

      (b) provide information to various creditor constituencies,
          including the Official Committee of Unsecured Creditors,
          and

      (c) continue to maintain a functional business operation.

      The assistance of PwC's audit services will ensure the
      accuracy of this information.

   2. Having audited financial statements allows the Debtor to
      avoid having to pay certain bond fees that will be charged
      for each individual shipment of imported product.  The
      Debtors will save $15,000 per month.

   3. The requested audit services will ensure the reliability of
      information provided for disclosure purposes related to the
      Debtor's Disclosure Statement and Plan of Reorganization.
      Accurate audit information will help make those parties
      voting on the Plan comfortable that they are voting with a
      full and accurate understanding of the Debtor's financial
      status.

PwC will be paid a $75,000 retainer in connection with the audit
work.

The Debtor believes that PwC is disinterested as that term is
defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


THAXTON GROUP: FINOVA Cash Collateral Deal Continued to June 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware amended the
final order on The Thaxton Group, Inc., and its debtor-affiliates'
continued use of Cash Collateral securing repayment of pre-
petition obligations to Finova Capital Corporation and granting
certain liens and providing security and other relief to Finova
Capital.

The Court entered its Amended Cash Collateral Order on
April 29, 2005.

The Debtors filed their First Amended Joint Consolidated Plan of
Reorganization on Sept. 29, 2004.  The Debtors have deferred
soliciting votes for the Plan's confirmation pending the Court's
adjudication of the Official Committee of Unsecured Creditors'
request for Substantive Consolidation of All Debtors (D.I. 583).
The Debtors and parties have submitted post-hearing briefs on that
case and it is currently pending before the Court for
consideration.

                       Pre-Petition Debt
                    & Use of Cash Collateral

Under various pre-petition Loan Agreements, the Debtors owe
approximately $110,000,000, subject to any defenses, setoffs and
claims to Finova Capital.  The Debtors will use Finova Capital's
Cash Collateral to pay for their post-petition income and payroll
expenses, ad valorem, sales and use taxes on assets related to the
Debtors' businesses, and on post-petition suppliers' payments.

The Court authorizes the Debtors to continue using Finova
Capital's Cash Collateral until June 30, 2005, in strict
compliance with a Court-approved Budget.

A full-text copy of the Budget is available at no charge at:

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

To adequately protect its interests, Finova Capital is granted
Replacement Liens on all of the Debtors' post-petition property
and assets, but excluding proceeds from causes of actions arising
under chapter 5 of the Bankruptcy Code.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


THAXTON GROUP: Has Until June 8 to Decide on Leases
---------------------------------------------------
The Thaxton Group and its debtor-affiliates sought and obtained an
extension from the U.S. Bankruptcy Court for the District of
Delaware of the time within which they must decide to assume,
assume and assign, or reject unexpired leases of nonresidential
real property to June 8, 2005.

The Debtors are a party to 181 unexpired leases of nonresidential
real property.

The Debtors require additional time to determine whether the
Leases are needed for the Debtors' long-range plans.

The Debtors' efforts have been primarily focused on securing use
of cash collateral, stabilizing their business, marketing and
selling certain underperforming or non-core assets and preparing a
plan of reorganization.  Also, the Debtors cannot begin the
process of plan confirmation until the Court considers the
consolidation motions and Finova's objection to those motions.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company filed for Chapter 11 protection on October 17, 2003
(Bankr. D. Del. Case No. 03-13183).  The Debtors are represented
by Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell.


TOWER AIR: Trustee Reports E&Y Litigation Settled in March
----------------------------------------------------------
Charles A. Stanziale, Jr., the Chapter 7 Trustee overseeing the
liquidation of Tower Air, Inc., reports that his lawsuit against
Ernst & Young, seeking hundreds of millions of dollars in damages,
settled on the eve of trial before the Circuit Court for Baltimore
County, on or about March 18, 2005.

The terms of the settlement were disclosed to the trial judge in
Baltimore, but are not public at this juncture.  Mr. Stanziale
says a formal settlement agreement is being drafted at this time.
Tower Air's estate will receive 50% of the net recovery, and those
proceeds will be distributed to Tower Air's creditors, pursuant to
the terms of the Tower Air, Inc., Litigation Trust Agreement.

Prior to the March settlement, Robert Weltchek, Esq., at Weiner &
Weltchek, promised that the Baltimore jury would "hear a tale of a
very strange, intimate relationship" between Tower and Ernst &
Young, according to a report from AccountingWEB.com.

As reported in the Troubled Company Reporter on June 1, 2004, Mr.
Stanziale sued Ernst & Young in Baltimore -- using the same
law firm, in the same court and before the same judge involved in
the Merry-Go-Round Trustee's lawsuit against E&Y that culminated
in a $185 million settlement.

Fleet Business Credit, General Electric, the Port Authority of New
York and New Jersey, and Annapolis-based aviation firm ARINC are
the big-dollar creditors looking to E&Y for their recoveries.
Pursuant to a Bankruptcy Court order dated January 13, 2003
(Docket. No. 1653), Tower Air's Estate participates as a
beneficiary together with certain pre-petition creditors of Tower
Air, Inc., in the Tower Air, Inc., Litigation Trust.  The purpose
of the Tower Air, Inc. Litigation Trust was to investigate and
pursue possible causes of action concerning certain action and/or
inactions of Ernst & Young, LLP, Tower's former independent
auditors, financial consultants and tax advisors, to consolidate
all claims and, if warranted, to file a lawsuit for damages
against E&Y.

                     $412 Million Lawsuit

The Tower Air Litigation Trust instituted a lawsuit against E&Y on
the basis of fraud, fraudulent concealment, negligence and
malpractice and negligent misrepresentation which is pending in
the Circuit Court for Baltimore County in the State of Maryland
(Case No. C-03-2201).

E&Y served as the independent auditor for Tower Air, Inc., almost
from the inception of Tower and from time to time served as
financial consultant and tax advisor to Tower.  The Tower Air
Litigation Trust was looking for a judgment totaling:

     $103,000,000 in compensatory damages; and
      309,000,000 in exemplary or punitive damages.
     ------------
     $412,000,000

Pursuant to the terms of the Tower Air, Inc. Litigation Trust, the
Debtor's Estate is entitled to 50% of the net recovery from this
action.

                    Tower Air's at Fault

E&Y, represented by David H. Botter, Esq., at Akin Gump Strauss
Hauer & Feld LLP, contends that Tower Air and its directors and
officers misled and defrauded it.  Because Tower Air was a co-
conspirator, E&Y holds contribution claims against the Estate.  In
order to file a Third Party Complaint against the Estate and the
Trustee, E&Y went back to the Bankruptcy Court in Wilmington
asking Judge Rosenthal to lift the automatic stay to permit that
complaint to be filed.  That request, Judge Rosenthal said, was
premature.  Reasoning that the Trustee might never obtain a
judgment, Judge Rosenthal saw no reason to put the Trustee in the
position of defending against hypothetical claims.

                          *   *   *

Tower Air sought chapter 11 protection on February 29, 2000, in
the United States Bankruptcy Court for the District of Delaware
(Case No. 00-1280).  From February 29, 2000 to May 3, 2000, Tower,
as a debtor-in-possession, operated as a full-service
international and domestic airline carrier until Tower abruptly
ceased (without prior notice) scheduled passenger service in early
May 2000.  Morris Nachtomi, the founder and chief executive
officer of Tower continued to operate and manage Tower as a DIP as
he did since the inception of Tower. On or about May 3, 2000, the
Bankruptcy Court entered an order authorizing the appointment of a
chapter 11 trustee.  During the DIP phase of the chapter 11, a
tremendous amount of chapter 11 administrative debt was incurred
by the DIP while operating the Debtor's business and that debt
remained unpaid.  The DIP never filed Schedules, a Statement of
Financial Affairs, nor chapter 11 monthly operating reports.

On or about May 5, 2000, Mr. Stanziale was appointed as chapter 11
trustee for Tower.  Upon the appointment of the Trustee on or
about May 5, 2000, Mr. Nachtomi left the JFK premises of Tower and
vacated his position as chief executive officer.  The Trustee
scaled back the operations of the airline and significantly
reduced the workforce.  The Trustee maintained a limited amount of
flight activity through the charter business and the CRAF program
by virtue of the military contracts Tower serviced in order to
preserve the value of Tower as a going concern.   Additionally, by
maintaining limited flight activity, the Trustee attempted to
preserve the value of the flight operating certificates in order
to pursue a Sec. 363 sale of certain assets of Tower and maximize
a recovery to the Debtor's Estate.  By September 2000, the primary
secured creditor (GMAC Business Credit, LLC) funding Tower in the
chapter 11 case was unwilling to fund further flights operations.
Consequently, the Trustee ceased all flight activity in mid-
September 2000.  Effective December 20, 2000, the Debtor's chapter
11 case was converted to a case under chapter 7.

The Trustee was selected to serve and remain on as the chapter 7
trustee for Tower.  From December 20, 2000 until June 2001, the
Trustee operated the chapter 7 case of Tower pursuant to a Sec.
72l order [Docket No. 976] in order to effectuate an orderly
liquidation of the Debtor's assets and wind down the affairs of
the airline.  Effective June 1, 2001, the primary pre-petition
secured creditor and post petition financier, GMAC Business
Credit, LLC advised the Trustee that it would no longer allow the
use of cash collateral to fund the operating chapter 7 case, and
the Trustee was forced to terminate the skeleton crew remaining at
Tower and close the Debtor's doors at JFK.  On June 15, 2001, the
Trustee conducted a public auction of the fixtures and furniture
of Tower at the JFK location.  As of June 30, 2001, the Trustee
liquidated all of the hard assets of Tower Air, Inc. that were
located at JFK International Airport and vacated the premises of
Tower at JFK International Airport.

Tower Air's chapter 7 case now pends before the Honorable Randolph
Baxter in the U.S. Bankruptcy Court for the District of Delaware.
Mr. Stanziale is represented by Richard W. Riley, Esq., and Diane
E. Vuocolo, Esq., at Duane Morris LLP, and Donald J. Crecca, Esq.,
at Schwartz, Tobia, Stanziale, Sedita & Campisano, P.A.


TW INC: Judge Walrath Confirms Liquidating Plan
-----------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware confirmed TW, Inc.'s chapter 11 Liquidation
Plan.

The Debtor liquidated its inventory and closed the doors of THE
WIZ for good in early 2003.  THE WIZ, a subsidiary of GBO
Electronics Acquisition, LLC, was a premier consumer electronics
retailer in the New York-New Jersey-Connecticut tri-state area.

The Debtors' plan is simple: distribute the proceeds of the
liquidation sale to creditors in order of their statutory
priority.

Mark Minuti, Esq., at Saul Ewing LLP, told the Associated Press
that about $20 million in cash is on hand to pay bankruptcy bills
and unsecured creditors of TW.

Pending in court is the creditors' lawsuit against Cablevision
Systems Corp. -- TW's former parent.  Creditors have filed a $300
million suit against Cablevision for the allegedly misleading
suppliers about the financial backing available to TW.  The
lawsuit claims Cablevision left TW in a financially vulnerable
position while using the Debtor's stores to promote Cablevision
products.

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.


UAL CORP: Mechanics Ratify New Tentative Labor Pact
---------------------------------------------------
The Aircraft Mechanics Fraternal Association -- AMFA -- reported
that its members working at United Airlines ratified the tentative
contract agreement with the company through electronic balloting.
Details will be forthcoming.

"We appreciate that the members of AMFA have voted to ratify their
tentative agreement with United," United Airlines said in a press
statement.  "This is an important and necessary step in providing
the cost savings United needs to finish its restructuring
successfully.

According to AMFA National Director O.V. Delle-Femine, "Our
members accepted this agreement through democratic voting.  Our
choice was to consent to concessions from the company or risk even
worse terms imposed by the bankruptcy judge, who has shown a
proclivity to agree to company demands.  The bankruptcy laws, the
court system and federal agencies like the Pension Benefit
Guaranty Corporation are strongly biased in favor of the large
airline corporations.  Thanks to Congress, these laws show little
concern for average workers."

A full-text copy of the Tentative Agreement is available at no
charge at:

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

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Machinists Ink "Agreement in Principle" on All Issues
---------------------------------------------------------------
The International Association of Machinists and Aerospace Workers
disclosed an agreement in principle with United Airlines on all
outstanding issues, including a follow-on pension plan, for new
collective bargaining agreements covering nearly 20,000 IAM
members at United.

"This achievement represents months of difficult bargaining under
the most extraordinary circumstances," said District 141 President
Randy Canale.  "I'm now confident we can successfully conclude the
process and present our members with a tentative agreement worthy
of their ratification."

The bankruptcy judge granted a joint IAM-UAL request for
additional time to finalize details of the agreement, and to allow
time for actuaries to complete the necessary due diligence on the
pension plan and related economic issues.

"Following a constant, good faith engagement, we are pleased to
reach this agreement in principle with the IAM, which if ratified
will effectively bring to a close a major phase of our
restructuring," United Airlines said in a press statement.  "This
agreement, and AMFA's ratification of their agreement, move us
significantly forward in our restructuring and set the stage for
our exit from bankruptcy.  The ratification of the IAM agreement,
coupled with our previously ratified labor agreements and our
agreement with the PBGC, would mean we now have CBAs in place with
all groups and the resolution of our pension issues."

The judge set a new court date of June 17, 2005, to consider
United's 1113c motion.  The temporary, court-imposed Section 1113e
wage reductions set to expire today will be extended until that
date.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.


UAL CORP: Files 14th Reorganization Status Report
-------------------------------------------------
Since UAL Corporation and its debtor-affiliates recent
restructuring efforts have taken place in court or already
discussed in filings related to the Section 1113 trial and the
United-PBGC settlement agreement, the Debtors submitted an
abbreviated status report for May 2005.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, informs the U.S. Bankruptcy Court for the Northern
District of Illinois that the approval of the PBGC Agreement will
"provide momentum," in the Debtors' efforts to achieve necessary
non-pension labor cost savings and resolve the Section 1110
matters.  According to Mr. Sprayregen, the Debtors are confident
that the recent restructuring achievements move them "closer to
obtaining exit financing and emerging from Chapter 11."

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No.87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIVERSAL AUTOMOTIVE: Taps Baker & Hostetler as Bankruptcy Counsel
------------------------------------------------------------------
Universal Automotive, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ Baker & Hostetler LLP as their general bankruptcy counsel.

Baker & Hostetler is expected to:

   a) advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and property;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult the Debtors on the conduct of their chapter 11
      cases, including all of the legal and administrative
      requirements of operating under chapter 11;

   c) take all necessary action to protect and preserve the
      Debtors' estates, including:

       (i) the prosecution of actions on the Debtors' behalf and
           the defense of any actions commenced against their
           estates; and

      (ii) negotiations concerning litigation in which
           the Debtors may be involved and objections to claims
           filed against the estates;

   d) prepare on behalf of the Debtors all motions, applications,
      answers, orders, reports and other papers necessary to the
      administration of the Debtors' estates;

   e) negotiate and prepare on the Debtors' behalf any plan of
      reorganization, disclosure statement and related
      agreements and documents and take any necessary
      action to obtain confirmation of that plan;

   f) advise the Debtors in connection with any sale of assets and
      appear before the Bankruptcy Court, any appellate courts,
      and the U.S. Trustee to protect the interests of the
      Debtors' estates before those courts and the U.S. Trustee;
      and

   g) perform all other necessary legal services as may be
      requested by the Debtors in their chapter 11 cases.

Matthew R. Goldman, Esq., a Partner at Baker & Hostetler,
discloses that the Firm received a $500,000 retainer.  Mr. Goldman
charges $550 per hour for his services.

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

      Professional        Designation    Hourly Rate
      ------------        -----------    -----------
      Shari Heyen         Partner           $385
      Michael VanNiel     Associate         $210
      Kelly Burgan        Associate         $200

      Designation                        Hourly Rate
      ------------                       -----------
      Partners/Counsel                   $230 - $550
      Associates                         $165 - $330
      Legal Assistants/Support Staff      $75 - $195

To the best of the Debtors' knowledge, Baker & Hostetler is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Alsip, Illinois, Universal Automotive, Inc., --
http://www.universalbrake.com/-- and its affiliates manufacture,
market, and distribute brake and undercar parts, including brake
rotors, brake drums, disc brake pads, remanufactured brake shoes,
remanufactured calipers, new clutch kits, and suspension and
hydraulic parts for the North American aftermarket.  The Company
and its debtor-affiliates filed for chapter 11 protection on
May 26, 2005 (Bankr. D. N.J. Case No. 05-27782).  When the Debtors
filed for protection from their creditors, they listed total
assets of $46,500,000 and total debts of $68,900,000.


UNIVERSAL AUTOMOTIVE: Look for Bankruptcy Schedules on July 11
--------------------------------------------------------------
Universal Automotive, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for more time to
file their Schedules of Assets and Liabilities, Statements of
Financial Affairs, Schedules of Current Income and Expenditures,
and Statements of Executory Contracts and Unexpired Leases.  The
Debtors want until July 11, 2005, to file those documents.

The Debtors give the Court three reasons that militate in favor of
the extension:

   a) the size and complexity of the Debtors' chapter 11 cases and
      many pre-petition invoices have not yet been received or
      entered into the Debtors' accounting system;

   b) since the Petition Date, the Debtors are initially focusing
      on their restructuring and cash flow management efforts and
      are still in the process of identifying a substantial
      number of creditors and other parties in interest that
      will likely be included in their Schedules and Statements;
      and

   c) the Debtors are currently operating with a reduced staff
      who will gather the necessary information to complete the
      Schedules and Statements.

Headquartered in Alsip, Illinois, Universal Automotive, Inc., --
http://www.universalbrake.com/-- and its affiliates manufacture,
market, and distribute brake and undercar parts, including brake
rotors, brake drums, disc brake pads, remanufactured brake shoes,
remanufactured calipers, new clutch kits, and suspension and
hydraulic parts for the North American aftermarket.  The Company
and its debtor-affiliates filed for chapter 11 protection on
May 26, 2005 (Bankr. D. N.J. Case No. 05-27782).  Matthew R.
Goldman, Esq., at Baker & Hostetler LLP and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $46,500,000 and total
debts of $68,900,000.


US AIRWAYS: Gets Court Nod to Reject Three Promo Services Accords
-----------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates participate in certain
promotional activities with contract counterparties.  As part of
their restructuring, the Debtors developed a comprehensive plan
for their tens of thousands of creditors.  One of the programs
developed analyzes executory contracts to determine which to
assume or reject.  The Debtors discovered that three executory
contracts for promotional services have no value beneficial to
their estates.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
told the U.S. Bankruptcy Court for the Eastern District of
Virginia that the Debtors want to avoid incurring unnecessary
administrative charges for upholding agreements that provide no
tangible benefit and will play no part in future operations.
Therefore, to reduce postpetition administrative costs and in the
exercise of sound business judgment, the Debtors sought and
obtained the Court's authority to reject these executory
contracts:

Agreement          Contract Party       Contract             Date
---------          --------------       --------             ----
Space Adventures  Space Adventures  Promotional Services      N/A
MilePoint         Points.com        Promotional Services  4/11/05
Points.com        Points.com        Promotional Services  4/11/05

The executory contracts are rejected as of April 11, 2005.
Holders of claims must file a proof of claim by May 20, 2005.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 90; Bankruptcy Creditors' Service, Inc., 215/945-7000)


US AIRWAYS: Gets Final Court Nod to Reject 23 Aircraft Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave US Airways, Inc., and its debtor-affiliates permission to
reject 23 aircraft leases and unexecuted agreements for spare
parts and maintenance, on a final basis.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
explained that as part of the restructuring, the Debtors are
analyzing their flight schedules, aircraft and engine types and
costs, projected demand for air travel, labor costs and other
business factors in conjunction with their fleet of aircraft and
engines.  The Debtors intend to maximize the fleet's utility at
the lowest possible cost.  Based on this analysis, the Debtors
have decided to retire certain aircraft and aircraft engines from
their fleet.  The Debtors have reduced their flight schedules and
the aircraft and engines selected for retirement are no longer
being utilized.  Accordingly, the Debtors wanted to eliminate the
costs associated with retaining the aircraft and engines.

The aircraft and engines to be retired are the subject of leases
with various lessors.  The Leased Aircraft and Engines have been
taken out of service.  Some of the Leased Aircraft and Engines
were returned to the Lessors before the Petition Date.

The Debtors rejected the Leases for these Aircraft:

   Lessor                     Aircraft               Tail No.
   ------                     --------               --------
   Wachovia                   Boeing 737-300          N523AU
   DaimlerChrysler            Dornier 328             N423JS
                              Dornier 328             N424JS
                              Dornier 328             N425JS
                              Dornier 328             N426JS
                              Dornier 328             N429JS
                              Dornier 328             N430JS
                              Dornier 328             N438JS
                              Dornier 328             N439JS
                              Dornier 328             N440JS
                              Dornier 328             N441JS
   Wells Fargo                Dornier 328             N462PS
                              Dornier 328             N463PS
                              DH8-100                 N833EX
                              DH8-100                 N834EX
   The CIT Group              DH8-200                 N986HA
                              DH8-200                 N987HA
                              DH8-200                 N988HA
                              DH8-200                 N989HA
                              DH8-200                 N990HA
                              DH8-200                 N991HA
                              DH8-200                 N992HA
   J.P. Morgan Trust          DH8-100                 N821EX

                  Other Miscellaneous Agreements

The Debtors also got the Court's authority to reject an engine
agreement with Lufthansa A.E.R.O., an unexecuted spare parts
agreement with AVCRAFT of Lessburg, Virginia, and an unexecuted
maintenance repair and overhaul agreement with AeroRepair
Corporation of Londonberry, New Hampshire.  The agreements relate
to Dornier 328 Leased Aircraft and Engines that will be rejected.

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


US AIRWAYS: Wellington to Invest $150 Mil. in America West Merger
-----------------------------------------------------------------
Wellington Management Co. wants to invest $150 million in the
merger of US Airways Group and America West Holdings Corp.

Wellington's investment will increase to $500 million the amount
of equity raised from five investors to help complete the merger
and bring US Airways out of bankruptcy.

Unlike the other investors, Eastshore Holdings LLC, Par Capital
Management Inc, ACE Aviation Holdings Inc and Peninsula Investment
Partners LP, Wellington will not designate a director on the
merged airline's board and will not be entitled to a breakup fee
if it is displaced by another investor, The Associated Press
reports.

As reported in the Troubled Company Reporter on May 24, 2005,
America West Holdings Corporation and US Airways Group, Inc. inked
an agreement to merge and create the first full-service nationwide
airline, with the consumer-friendly pricing structure of a
low-fare carrier.

The Merger Agreement among US Airways Group, Inc., America West
Holdings Corporation and Barbell Acquisition Corp. will produce a
"best in class" cost structure, with a nationwide route structure,
an international presence, a strong balance sheet, and a strong
management team, the Debtors' counsel told the Court.  The
combined entity will compete effectively with:

    -- low-cost carriers on price and convenience;
    -- network carriers on scope, service and amenities; and
    -- international carriers for international service.

Upon emergence, the Reorganized Debtors will issue 200,000,000
shares, with 47,475,730 shares of outstanding capital stock
consisting of:

        -- 7,666,667 shares issued to unsecured creditors;

        -- 14,809,063 shares issued to the shareholders of
           America West; and

        -- 25,000,000 shares issued to ACE Aviation Holdings,
           Inc., Par Investment Partners, L.P., Peninsula
           Investment Partners, L.P., Eastshore Aviation LLC and
           the Other Investors -- assuming an investment of
           $375,000,000.

A full-text copy of the Merger Agreement is available at no extra
cost at:

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

                   About Wellington Management

Wellington Management Company manages a variety of pension and
mutual funds -- including about 15 for The Vanguard Group -- and
has some $400 billion in assets under management.  Wellington
Management is a leading sub-adviser, managing niche funds for
other fund companies when they have no expertise in the area.  The
company was founded in 1928.

                        About US Airways

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.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services placed selected ratings on
America West Holdings Corp. and subsidiary America West Airlines
Inc., including the 'B-' corporate credit rating on both, on
CreditWatch with negative implications.  Ratings on selected
enhanced equipment trust certificates (EETCs) of America West
Airlines Inc., which were placed on CreditWatch on Feb. 24, 2005,
as part of an industry wide review of aircraft-backed debt, remain
on CreditWatch.


VALLEY CITY: Committee Wants to Hire Thorp Reed as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Valley
City Steel, LLC's chapter 11 case, wants to retain Thorp Reed &
Armstrong, LLP, as its bankruptcy counsel, nunc pro tunc to
April 25, 2005.

                    From DKW PC to Thorp Reed

On Dec. 10, 2002, the Committee sought the U.S. Bankruptcy Court
for the Northern District of Ohio's authority to engage Michael
Kaminski and the law firm of DKW Law Group PC.  Although no order
was entered approving the engagement, Mr. Kaminski and DKW acted
as the Committee's counsel until October 2, 2003.

On June 30, 2003, DKW filed for bankruptcy protection in the U.S.
Bankruptcy Court for the Western District of Pennsylvania.  On
Sept. 29, 2003, the Pennsylvania Bankruptcy Court authorized the
sale of substantially all of the assets of DKW PC to DKW Law Group
LLC.   On Oct. 2, 2003, the sale closed and DKW PC lawyers was
employed under DKW LLC.

From Oct. 2, 2003, to Mar. 28, 2005, Mr. Kaminski and DKW LLC
acted as the Committee's counsel.  Mr. Kaminski was the primary
lawyer responsible in representing the Committee.

On March 28, 2005, Mr. Kaminski joined the firm of Thorp Reed &
Armstrong, LLP.  The Committee members agreed on their April 25,
2005, meeting to engage Mr. Kaminski and his new firm, Thorp
Reed & Armstrong, LLP, as counsel.

                      Thorp Reed's Services

Thorp Reed & Armstrong will:

   (1) give the Committee advice with respect to its duties and
       powers in the Debtor's case;

   (2) give the Committee legal advice and representing the
       Committee's interests in connection with the pursuit of
       litigation against Shiloh, Inc., and related entities;

   (3) negotiating with the Debtor's counsel over the terms of a
       Liquidating Chapter 11 Plan; and

   (4) to perform other legal services as may be required by the
       Committee.

The Committee's employment application and its related documents
does not disclose how Thorp Reed will be compensated.

                        Disinterestedness

Mr. Kaminski assures the Court that neither he nor Thorp Reed:

   * represents any other entity in connection with the Debtor's
     case;

   * is "disinterested" as defined by Sec. 104(a4) of the
     Bankruptcy Code; and

   * holds no interest adverse to the interest of the Debtor's
     estate.

Headquartered in Valley City, Ohio, Valley City Steel, LLC, is a
subsidiary of Viking Steel LLC.  The Company filed for chapter 11
protection on November 27, 2002 (Bankr. N.D. Ohio Case No.:
02-55516).  Howard E. Mentzer, Esq., at Mentzer, Vuillemin and
Mygrant Ltd. represent the Debtor.  When it filed for bankruptcy,
the Company reported assets and debts amounting to $10 to
$50 million.


VARTEC TELECOM: Committee Poised to Sue Rural Telephone Coop.
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of VarTec Telecom, Inc., and its debtor-
affiliates sought and obtained permission from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Carrington,
Coleman, Sloman and Blumenthal as its special counsel to prosecute
the estates' claims against the Rural Telephone Finance
Cooperative.

The Committee and Carrington Coleman agreed to a supplemental
compensation agreement covering the firm's work in connection with
the assertion and prosecution of the lender claims.

Under this agreement, any obligation by Carrington Coleman to
advance expenses is capped at an "expense stop" amount of
$650,000.

Moreover, the agreement provides for an early settlement discount,
which reduces the contingency fee award to the firm in the event
of a settlement of all litigation against the Rural Telephone
prior to December 31, 2005.  The following are the Firm's hourly
rates and discounted contingency fee percentages:

From                Through and Including    Fee/Rate
----                ---------------------    --------
May 13, 2005        September 30, 2005       10% + hourly rates
October 1, 2005     October 31, 2005         15% + hourly rates
November 1, 2005    December 31, 2005        25% + hourly rates

Furthermore, the supplemental compensation arrangement provides
that the Firm's fees be capped at a maximum of $20,000,000 in the
event of a recovery before the commencement of any trial, and
$25,000,000 in the event of a recovery after the commencement of
any trial.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling plans.  The
Company and its affiliates filed for chapter 11 protection on
November 1, 2004 (Bankr. N.D. Tex. Case No. 04-81694.  Daniel C.
Stewart, Esq., William L. Wallander, Esq., and Richard H. London,
Esq., at Vinson & Elkins, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $100 million in assets and
debts.


VERITRANS SPECIALTY: Thor Industries Acquires Assets for $9.5MM
---------------------------------------------------------------
Thor Industries Inc. acquired substantially all of Veritrans
Specialty Vehicles Inc.'s (fdba Goshen Coach) assets for
$9,500,000.  The purchase gives Thor a 45% market share in the
small to midsize bus industry.

Thor Industries will be operating Goshen as a separate entity.

"Most of our buses have a five-year effective life, and we are
seeing good replacement orders for buses sold in 1999 and 2000,"
said Thor Industries' Chairman Wade F.B. Thompson in a prepared
statement.  "We expect the industry to continue its growth."

Thor is the largest  manufacturer of recreation vehicles and the
largest builder of mid-size buses in the United States.

Headquartered in Elkhart, Indiana, Veritrans Specialty Vehicles,
Inc., fda Goshen Coach, manufactures small and mid-sized buses and
ambulances.  The Debtor and its affiliate, VSV Group Inc., filed
for chapter 11 protection on May 9, 2005 (Bankr. N.D. Ind. Case
No. 05-32531).  Michael B. Watkins, Esq., at Barnes & Thornburg,
represents the Debtors in their restructuring efforts.  When
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.


VERITRANS SPECIALTY: Files Schedules of Assets & Liabilities
------------------------------------------------------------
Veritrans Specialty Vehicles, Inc., delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Indiana, disclosing:

     Name of Schedule           Assets             Liabilities
     ----------------           ------             -----------
   A. Real Property
   B. Personal Property       $16,226,872
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $36,697,832
      Secured Claims
   E. Creditors Holding                            $   386,141
      Unsecured Priority
      Claims
      -----                   -----------          -----------
      Total                   $16,226,872          $42,661,906

Headquartered in Elkhart, Indiana, Veritrans Specialty Vehicles,
Inc., fda Goshen Coach, manufactures small and mid-sized buses and
ambulances.  The Debtor and its affiliate, VSV Group Inc., filed
for chapter 11 protection on May 9, 2005 (Bankr. N.D. Ind. Case
No. 05-32531).  Michael B. Watkins, Esq., at Barnes & Thornburg,
represents the Debtors in their restructuring efforts.  When
Debtor filed for protection from its creditors, it estimated $10
million to $50 million in assets and debts.


W.R. GRACE: Gets Court Nod to Hire Beveridge as Special Counsel
---------------------------------------------------------------
Beveridge & Diamond, P.C., works on various environmental matters
for W.R. Grace & Co., and its debtor-affiliates, including
negotiations and potential litigation with the Army Corp of
Engineers and the Department of Justice regarding the United
States' proof of claim filed in connection with work to be
performed under the Formerly Utilized Sites Remedial Action
Program concerning Curtin Bay, Maryland.  The United States wants
to take certain remedial actions pursuant to FUSRAP in Curtis Bay,
and, through its claim, seeks to recover costs in connection with
any remediation performed for the site.

In addition to the Curtis Bay FUSRAP Matter, Beveridge has also
been representing the Debtors in a variety of environmental and
real estate issues and related litigation for the past eight
years.  The Debtors state that they have employed the Firm as an
ordinary course professional since the inception of their Chapter
11 cases.

Accordingly, the Debtors want to continue their employment of
Beveridge as their counsel based on the firm's unique knowledge
and qualifications.  The Debtors sought and obtained the Court's
authority to employ Beveridge as special counsel to represent them
in the Curtis Bay FUSRAP Matter and other environmental and real
estate matters and related litigation.

The Debtors explained that the Firm will not be rendering services
typically performed by a debtor's general bankruptcy counsel or
with other special counsel retained in their Chapter 11 cases.
The Debtors tell Judge Fitzgerald that the services provided by
Beveridge are necessary as they seek to resolve the claim filed
by the Government and other environmental and real estate issues
and related legal action.

Patricia Saint James, Esq., an attorney at Beveridge, assured the
Court that the Firm does not have any connection with the
Debtors, their creditors or any other party-in-interest.  Ms.
Saint James attests that Beveridge does not hold or represent an
interest adverse to the Debtors' estates in the matters with
respect to which it is to be employed.

The Debtors will pay Beveridge according to the Firm's standard
hourly rates.  The attorneys and paralegals primarily expected to
work on the Debtors' Chapter 11 cases and their hourly rates are:

         Karl Bourdeau                    $485
         Patricia Saint James             $350
         Pamela Marks                     $325
         Jeanine Grachuk                  $295

Other Beveridge attorneys and paralegals may also serve the
Debtors from time to time.  In addition, Beveridge will seek
reimbursement for necessary out-of-pocket expenses incurred.

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)


WATERMAN INDUSTRIES: Hires Kenneth Leddon as Restructuring Officer
------------------------------------------------------------------
Waterman Industries sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of California to extend
the services and compensation of Kenneth G. Leddon and Birchel
Brown of Pathway Strategic Partners, LLC.  Mr. Leddon will serve
as Waterman's Chief Restructuring Officer.  Mr. Brown will serve
as Waterman's Chief Operating Officer.  Both gentlemen will work
for Waterman until August 10, 2005.

Mr. Leddon and Mr. Brown will:

  a) try to maintain profitable post petition operations;

  b) negotiate the use of cash collateral and prepare
     reports required in chapter 11 proceedings;

  c) pursue the sale of assets for benefit of the creditors of
     the estate;

  d) continue to assist and support in identifying prospective
     purchasers of the Debtor's business segments and in
     concluding the sales and transitions to new ownership; and

  e) if possible, prepare and propose a chapter 11 Plan and
     prosecute that plan to confirmation.

The papers filed with the bankruptcy court don't disclose how much
Messrs. Leddon and Brown will be paid for their work.

To the best of the Debtor's knowledge, Mr. Leddon and Mr. Brown is
a "disinterested person" as that phrase is defined in Section
101(14) of the U.S. bankruptcy code.  Their employment is
necessary and in the best interests of the Debtor and its estates.

Headquartered in Exeter, California, Waterman Industries
-- http://www.watermanusa.com/-- provides water and irrigation
control.  The Company filed for chapter 11 protection on
February 10, 2004 (Bankr. E.D. Calif. Case No. 04-11065).
Riley C. Walter, Esq., at Walter Law Group, represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed more than $10 million in
estimated assets and debts.


WINN-DIXIE: Sells Gulfstream to Leading Edge for $16 Mil.
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 9,
2005, Winn-Dixie Stores, Inc., and its debtor-affiliates seek the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to:

    (a) sell a 2002 Gulfstream G-200 aircraft and related
        equipment to Studio City Aviation 04, LLC, or to the party
        submitting a higher or otherwise better offer, if any,
        free and clear of liens, claims, interests and
        encumbrances; and

    (b) pay a brokerage fee to Bloomer deVere Group Avia, Inc., in
        connection with the sale.

                            *   *   *

Leading Edge Aviations Solutions, LLC, submitted a competing bid
for the Gulfstream 200 aircraft and related equipment.  At the
auction held in the offices of Skadden, Arps, Slate, Meagher &
Flom, LLP, on May 17, 2005, Leading Edge's final bid of
$16,435,000 represented the highest and best offer received for
the Assets.

Accordingly, Judge Funk approves the sale of the Assets to
Leading Edge.

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


WINN-DIXIE: Trustee Withdraws Objection to Hiring Carlton Fields
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 20,
2005, Felicia S. Turner, United States Trustee for Region 21,
objects to the application of the Debtors' employment of Carlton
Fields, P.A., as special real estate litigation counsel.  The U.S.
Trustee believes that previously retained counsel are qualified
and able to handle the very limited matters for which it seeks to
retain Carlton Fields.

                            *   *   *

The United States Trustee for Region 21 withdraws its objection
to the Debtors' application to employ Carlton Fields, P.A., as
special real estate litigation counsel.  The U.S. Trustee says
that the Debtors have provided information substantiating the
need for Carlton Field's employment.

Accordingly, the Court approves the Debtors' application.

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


WINN-DIXIE: Rejects 23 Grocery Store Leases
-------------------------------------------
As previously reported in the Troubled Company Reporter on May 9,
2005, Winn-Dixie Stores, Inc., and its debtor-affiliates seek the
authority of the U.S. Bankruptcy Court for the Southern District
of New York to reject 24 nonresidential real property leases
effective as of the earlier of:

    (a) the date on which the Debtors provide notice of
        termination to the landlords party to the Leases and
        tender possession of the premises to each landlord; and

    (b) the date of entry of an order approving the rejection.

The Leases relate to certain grocery stores and other facilities
where the Debtors have ceased operations as part of prepetition
restructuring plans initiated in April 2004 and earlier.

                            *   *   *

Prior to the hearing on their request, the Debtors notified the
Court that they had decided not to reject the lease governing
Store No. 817 in Wilmington, North Carolina.

Judge Funk approves the Debtors' request to reject the remaining
23 Grocery Store Leases.

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


YUKOS OIL: Angarskaya Petrochemicals Might Seek Protection
----------------------------------------------------------
Bloomberg News reports that Angarskaya Petrochemicals, Yukos Oil
Company's biggest oil refinery, might consider filing for
bankruptcy, after a Moscow court ordered it to pay New Century
Securities Management Anstalt's $358 million claim.

According to Interfax, Angarskaya will maximize all legal means to
defend itself from the court decision.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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