TCR_Public/050602.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, June 2, 2005, Vol. 9, No. 129     

                          Headlines

ACE SECURITIES: Moody's Cuts Class VA Certificates to Ba3 from A3
ACE SECURITIES: Fitch Rates $8.8MM Class B certificates at BB+
ADELPHIA COMMS: Has Until September 8 to Decide on Leases
ADELPHIA COMMS: Amendment No. 3 to DIP Credit Pact is Effective
AEROGEN INC: Appeals Nasdaq Delisting Notice

AIR CANADA: Monitor Gets Court Nod to Make Final Distributions
ALABAMA METAL: S&P Rates Proposed $130 Mil. First-Lien Loan at B+
ALOHA AIRGROUP: Inks Settlement Pact with Christchurch Engine
AMERICAN BUSINESS: JP Morgan Wants Set Off Against L/C Account
AMERICAN BUSINESS: Ch. 7 Trustee Gets Okay to Continue Operations

BAC FLORIDA BANK: Fitch Affirms and Withdraws BB+ Deposit Rating
BALLANTRAE HEALTHCARE: Judge Hale Closes 30 Subsidiaries' Cases
BANC OF AMERICA: Fitch Assigns Low-B Ratings to B-4 & B-5 Certs.
BEAR STEARNS: Fitch Assigns BB Rating on $10 Mil. Private Class
BEAR STEARNS: Fitch Puts BB Rating on $7.6 Million Certificates

BREUNERS HOME: Creditors Must File Proofs of Claim by Sept. 20
BREUNERS HOME: Creditors' Meeting Scheduled for June 22
BURLINGTON INDUSTRIES: Court Okays RLI Insurance Settlement Pact
CATHOLIC CHURCH: Tucson Proposes July 1 Plan Voting Deadline
CATHOLIC CHURCH: Tucson Claims Reps Hire Estimation Consultants

CDO REPACKAGING: Debt Payment Cues Moody's to Withdraw Low Rating
CEDU EDUCATION: Ch. 7 Trustee Can Continue School Operations
CHEVY CHASE: Moody's Rates Class B-4 & B-5 Certs. at Ba2 & B2
COLLINS & AIKMAN: Sec. 341 Meeting of Creditors Set for June 24
CROWN CASTLE: Prices Cash Tender Offers & Soliciting Consents

CYGNIFI DERIVATIVES: Judge Gerber Formally Closes Bankruptcy Case
DI GIORGIO: Weak Cash Flow Prompts S&P's Negative Outlook
DICKIE WALKER: Receives Nasdaq Delisting Notice
DII INDUSTRIES: John Aldridge Wants to Arbitrate ADR Claims
DILIPKUMAR NAIK: Case Summary & 17 Largest Unsecured Creditors

DOBSON COMMS: SEC Concludes Informal Inquiry Without Taking Action
DORAL FINANCIAL: Technical Default Prompts S&P to Lower Ratings
DRESSER INC: Lenders Extend Reporting Deadline Until July 15
ENERGEM RESOURCES: Files Financial Statements Before Deadlines
ENESCO GROUP: Breaches EBITDA Covenant Under Bank Credit Facility

ENRON CORP: Bankruptcy Court Okays Sungard Kiodex Settlement
ENRON CORP: SourceNet Wants $953,786 Administrative Claim Allowed
ENRON CORP: Wants Court to Allow $700,215 Admin. Claim Payment
ENTERGY NEW ORLEANS: Fitch Removes Rating Watch Negative Status
EXIDE TECH: Agrees to Allow BTM Capital's Claim for $1 Million

FALCON PRODUCTS: Six Creditors Transfer $545,383 of Claims
FALKE INC: Case Summary & 20 Largest Unsecured Creditors
FINOVA GROUP: March 31 Balance Sheet Upside-Down by $519 Million
FLINTKOTE CO: Wants Asbestos PI Settlement Fund Established
FORTE CDO: Moody's Confirms $5.7 Million Securities' Ba3 Rating

GASEL TRANSPORTATION: March 31 Balance Sheet Upside Down by $1.3MM
GATE GOURMET: Threatens Bankruptcy if Workers Reject Pay Cuts
GLOBAL CONCEPTS: Recurring Losses Trigger Going Concern Doubts
GLOBAL CROSSING: March 31 Balance Sheet Upside-Down by $30 Million
GOLDEN OPPORTUNITY: Case Summary & 2 Largest Unsecured Creditors

HIGH VOLTAGE: Siemens Offers to Buy Robicon for $197.5 Million
HUSMANN-PEREZ: Wants to Hire Frederick Lowe as Bankruptcy Counsel
IMPSAT FIBER: Posts $8.2 Million Net Loss in First Quarter 2005
INTEGRATED HEALTH: Wants Abe Briarwood to Produce Documents
IRVING TANNING: Wants to Sell Assets to Meriturn for $5.75 Mil.

JOSEPH ROSATI: Case Summary & 20 Largest Unsecured Creditors
KB HOME: Moody's Assigns Ba1 Rating to New $300 Mil. Senior Notes
KMART CORP: Rosalie Countryman Gets Stay Lifted to Pursue Claim
LAIDLAW INT'L: Four Officers Acquire 52,500 Shares
LORAL SPACE: Bankruptcy Court Approves Disclosure Statement

MARINER INTERNATIONAL: Section 304 Petition Summary
MARKET SQUARE: Moody's Assigns Ba2 Rating to $8.25M Class D Notes
MERIDIAN AUTOMOTIVE: Look for Bankruptcy Schedules on June 25
MERIDIAN AUTOMOTIVE: Can Hire Young Conaway as Bankruptcy Counsel
MERIDIAN AUTOMOTIVE: MERI Objects to $10 Million Fund Advancement

MIRANT CORP: Judge Lynn Says Senior Notes Are Not Impaired
MIRANT CORP: Asks Court to Compel Troutman to Produce Documents
MIRANT: Rockland County Says Disclosure Statement is Misleading
MORGAN STANLEY: Fitch Affirms Junk Ratings on $6M Mortgage Bonds
ONE TO ONE: Hires Cohn & Whitesell as Bankruptcy Counsel

OXFORD AUTOMOTIVE: Committee Wants More Time to Object to Claims
PEGASUS SATELLITE: Travis County Wants to Collect Ad Valorem Taxes
PILLOWTEX CORP: Taps Grasty Guintana Majlis as Counsel
RAFAELLA APPAREL: Moody's Rates Proposed $160 Million Loan at B2
RELIANCE GROUP: Court Okays $5.4 Mil. Asset Sale to TC Midlantic

RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 3 Private Certs.
QUEBECOR WORLD: Moody's Reviews Ba3 Rating & May Downgrade
QWEST COMMS: March 31 Balance Sheet Upside-Down by $2.5 Billion
QWEST COMMS: Shareholders Re-Elect Directors & Ratify KPMG Work
QWEST COMMS: Swaps Old Private Notes for Newly Registered Bonds

SECURITIZED ASSET: Fitch Rates $11.4M Private Offering at BB+
SHOWTIME ENTERPRISES: Want Chapter 11 Cases Converted to Chap. 7
SPIEGEL INC: Court Nixes Successor Trustee's $10.5 Million Claim
SUMMIT WASATCH: Judge Clark Formally Dismisses Chapter 7 Case
TEKNI-PLEX: Moody's Assigns B3 Rating to Proposed $150M Notes

TERWIN MORTGAGE: Fitch Places Low-B Ratings on $38M Class B Certs.
THAXTON GROUP: Hires Chiltington as Auditor & Forensic Accountant
UAL CORP: Senior Executives Assume New Responsibilities
UNITED PRODUCERS: Hires Vorys Sater as Bankruptcy Counsel
UNIVERSAL AUTOMOTIVE: Taps Parkland Group as Financial Advisors

UNIVERSAL HOSPITAL: S&P Holds Rating on Restated $125M Facility
US AIRWAYS: Gets Court OK to Reject Two Boeing 737 Aircraft Leases
VERITRANS SPECIALTY: Trustee Appoints 5-Member Creditors Committee
VERITRANS SPECIALTY: Section 341(a) Meeting Slated for June 13
VINFEN CORP: Moody's Raises Long-Term Bond Rating to Baa3 from Ba1

W.R. GRACE: Says Owens Corning Asbestos Liability Estimate Flawed
WATTSHEALTH FOUNDATION: Files Chapter 11 Petition in C.D. Calif.
WINN-DIXIE: Court Okays Use of Existing Bank Accounts
WINN-DIXIE: Gets Final Approval of Cash Management System
WINN-DIXIE: Trustee Withdraws Objection to Hiring Togut Segal
WIRE ROPE: S&P Rates Proposed $165 Mil. Senior Secured Loan at B-

WORLDCOM INC: Asks Court to Bar Carrubba et al. from Pursuing Suit
WORLDCOM INC: Gets Court Nod to Enforce Stay on Reynolds' Action
WORNICK CO: Moody's Confirms $125M Sr. 2nd Sec. Notes' B2 Rating

* Bruce Hiler Chairs Cadwalader's New Regulatory Practice Dept.
* FTI Consulting Completes Acquisition of Cambio Health Solutions

                          *********

ACE SECURITIES: Moody's Cuts Class VA Certificates to Ba3 from A3
-----------------------------------------------------------------
Moody's Investors Service has downgraded two certificates issued
by Ace Securities Corp. Series 2002-Z.  The transactions are
resecuritizations backed by other residential mortgage backed
securities and other resecuritizations of residential mortgage-
backed securities.

The Class IIIA certificate is being downgraded based on the low
level of enhancement being provided by the reserve fund.

The Class VA certificate is being downgraded based on the weak
performance of the underlying securities, a significant proportion
of which is backed by manufactured housing loans.

Complete rating action is:

Issuer: Ace Securities Corp Series 2002-Z

Downgrades:

   * Class IIIA, current rating Aaa, downgraded to A2; and
   * Class VA, current rating A3, downgraded to Ba3.


ACE SECURITIES: Fitch Rates $8.8MM Class B certificates at BB+
--------------------------------------------------------------
ACE Securities Corp. Home Equity Loan Trust $553.5 million
mortgage pass-through certificates, series 2005-RM2, which closed
on May 26, 2005, are rated by Fitch Ratings as follows:

   -- $435.2 million classes A-1A, A-1B, A-2A, A-2B, A-2C, A-2D,
      'AAA';

   -- $21 million class M1, 'AA+';

   -- $18.7 million class M2, 'AA+';

   -- $11 million class M3, 'AA';

   -- $10.2 million class M4, 'AA-';

   -- $9.6 million class M5, 'A+';

   -- $9.3 million class M6, 'A';

   -- $7.6 million class M7, 'A-';

   -- $5.9 million class M8, 'A-';

   -- $5.4 million class M9, 'BBB+';

   -- $5.1 million class M10, 'BBB';

   -- $5.7 million class M11, 'BBB-';

   -- $8.8 million class B1, 'BB'.

The 'AAA' rating on the class A-1A through A-2D certificates
reflects the 23.15% total credit enhancement provided by the 3.70%
class M1, 3.30% class M2, 1.95% class M3, 1.80% class M4, 1.70%
class M5, 1.65% class M6, 1.35% class M7, 1.05% class M8, 0.95%
class M9, 0.90% class M10, 1% class M11, 144A 1.55% class B1 and
144A 1.10% non-rated class B2, as well as the 1.15% initial and
target overcollateralization.  All certificates have the benefit
of monthly excess cash flow to absorb losses.  The ratings also
reflect the quality of the loans, the soundness of the legal and
financial structures, and the capabilities of Saxon Mortgage
Services, Inc. as servicer and Wells Fargo Bank, N.A. as master
servicer.  HSBC Bank U.S.A., N.A (rated 'AA' by Fitch) will act as
trustee.

On the closing date, the trust fund will consist of two pools of
first and second lien, adjustable- and fixed-rate, fully
amortizing and balloon, residential mortgage loans with a total
principal balance as of the cut-off date of approximately
$566,256,939.

The group 1 mortgage pool consists of adjustable-rate and fixed-
rate, conforming, first and second lien mortgage loans with a cut-
off date pool balance of $336,356,699.  Approximately 13.51% of
the mortgage loans are fixed-rate mortgage loans and 86.49% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 7.39%.  The weighted average remaining term to
maturity (WAM) is 346 months.  The average principal balance of
the loans is approximately $145,044.  The weighted average
combined loan-to-value ratio (CLTV) is 81.40%.  The properties are
primarily located in California (45.18%), Illinois (17.87%), and
Texas (11.54%).

The group 2 mortgage pool consists of adjustable-rate and fixed-
rate, nonconforming, first and second lien mortgage loans with a
cut-off date pool balance of $229,900,240.  Approximately 13.95%
of the mortgage loans are fixed-rate mortgage loans and 86.05% are
adjustable-rate mortgage loans.  The weighted average loan rate is
approximately 7.29%.  The WAM is 337 months.  The average
principal balance of the loans is approximately $205,085.  The
weighted average CLTV is 82.97%.  The properties are primarily
located in California (77.73%), Florida (4.99%), and Illinois
(4.86%).

Approximately 34.85% of the group 1 mortgage loans and
approximately 36.09% of the group 2 mortgage loans are 80 plus LTV
loans.

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


ADELPHIA COMMS: Has Until September 8 to Decide on Leases
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Adelphia Communications
Corporation and its debtor-affiliates can assume, assume and
assign, or reject all unexpired nonresidential real property
leases through and including September 8, 2005.  An extension of
the lease decision period will give Time Warner NY Cable, LLC, and
Comcast Corp., more time to review the unexpired leases and
determine which of those will be needed after the sale is
completed.

As previously reported, Time Warner and Comcast entered into
definitive agreements with ACOM to acquire substantially all of
ACOM's U.S. assets for an aggregate of $12.7 billion in cash and
16% of the common stock of Time Warner Cable.

As reported in the Troubled Company Reporter on May 25, 2005, in
connection with their entry into asset purchase agreements for the
sale of substantially all their assets, the ACOM Debtors began to
work on the needs of Time Warner and Comcast for various premises
governed by unexpired leases.

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: Amendment No. 3 to DIP Credit Pact is Effective
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corp. discloses that on
May 20, 2005, the Third Amended and Restated Credit and Guaranty
Agreement, dated February 25, 2005, took effect.

The parties to the Third Amended and Restated Credit and Guaranty
Agreement are:

    * UCA LLC, Century Cable Holdings, LLC, Century-TCI
      California, L.P., Olympus Cable Holdings, LLC, Parnassos,
      L.P., FrontierVision Operating Partners, L.P., ACC
      Investment Holdings, Inc., Arahova Communications, Inc.,
      Adelphia California Cablevision, LLC, as borrowers;

    * ACOM and certain of its subsidiaries, as guarantors;

    * JPMorgan Chase Bank, N.A., as Administrative Agent;

    * Citigroup Global Markets Inc., as Syndication Agent;

    * J.P. Morgan Securities Inc. and Citigroup Global Markets
      Inc., as Joint Bookrunners and Co-Lead Arrangers;

    * Citicorp North America, Inc., as Collateral Agent;

    * Wachovia Bank, N.A., as Co-Syndication Agent;

    * The Bank of Nova Scotia, Bank of America, N.A. and General
      Electric Capital Corporation, as Co-Documentation Agents;
      and

    * other Lenders.

In Amendment No. 3, the DIP Lenders agreed to amend or waive
certain provisions contained in the DIP Credit Agreement and the
related Security and Pledge Agreement, dated August 26, 2002, by
and among the Loan Parties and the Collateral Agent, that would
have otherwise inhibited ACOM's ability to complete the
transactions in the settlements with the U.S. Attorney's Office
for the Southern District of New York, the Securities and
Exchange Commission and the Rigas family.

The terms of Amendment No. 3 further provides that:

    -- Certain provisions in the DIP Credit Agreement is amended
       or waived to facilitate the consummation of ACOM's
       settlement of a dispute relating to its Tele-Media joint
       ventures;

    -- The date by which ACOM is required to deliver to the DIP
       Lenders its consolidated audited balance sheet and related
       consolidated audited statement of income and cash flows for
       the fiscal year ended December 31, 2004, is extended from
       June 30, 2005, until no later than August 31, 2005; and

    -- The date by which each of the designated subsidiary
       borrowing groups under the DIP Credit Agreement is required
       to deliver to the DIP Lenders its consolidating schedule
       for the fiscal year ended December 31, 2004, is extended
       from July 31, 2005, until no later than September 30, 2005.

A full-text copy of Amendment No. 3 is available for free at
http://tinyurl.com/bq4tz

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)


AEROGEN INC: Appeals Nasdaq Delisting Notice
--------------------------------------------
Aerogen, Inc. (Nasdaq: AEGN) appealed the May 25, 2005, decision
of the Nasdaq Listing Qualifications Staff to delist its common
stock from The Nasdaq SmallCap Market by filing a request for a
hearing before a Nasdaq Listing Qualifications Panel.  The
Company's stock will continue to be listed on The Nasdaq SmallCap
Market until the hearing has been held and the Panel has issued a
decision.  A hearing date has not yet been set, but Nasdaq rules
require that the hearing be held within the next 45 days.

As previously reported on a Form 8-K filed with the Securities and
Exchange Commission on April 25, 2005, the Company received a
letter from The Nasdaq Stock Market on April 19, 2005, informing
the Company that it does not comply with Marketplace Rule
4310(c)(2)(B) for continued listing on The Nasdaq SmallCap Market,
which requires the Company to have a minimum of $2,500,000 in
stockholders' equity, or $35,000,000 market value of listed
securities, or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.  The Nasdaq letter referred
to the Company's stockholders' equity deficit of $7,149,000 as of
December 31, 2004 as the basis for its conclusion.

On May 13, 2005, at Nasdaq's request, the Company provided the
Nasdaq staff with its plan to achieve and sustain compliance with
the stockholders' equity requirement for continued listing on The
Nasdaq SmallCap Market.  On May 25, 2005, the Company received a
letter from Nasdaq notifying it that, based on the staff's review
of the plan the Company submitted on May 13, 2005, they had
determined that the Company did not provide a definitive plan
evidencing its ability to achieve compliance with the
shareholders' equity requirement in the near term.

Accordingly, the Nasdaq letter advised that the Company's common
stock would be delisted from The Nasdaq SmallCap Market at the
open of business on June 3, 2005, unless the Company requested a
hearing before a Panel.  The Company filed its appeal on May 31
and the delisting has therefore been stayed pending the Company's
hearing before the Panel and the issuance of the Panel's decision.  
There can be no assurance that the Panel will grant the Company's
request for continued listing.

                     About the Company  

Aerogen, Inc. -- http://www.aerogen.com/-- a specialty   
pharmaceutical company, develops products based on its OnQ(R)
Aerosol Generator technology to improve the treatment of
respiratory disorders in the acute care setting.     
Aerogen also has development collaborations with pharmaceutical
and biotechnology companies for use of its technology in the
delivery of novel compounds that treat respiratory and other  
disorders.  Aerogen is headquartered in Mountain View,
California, with a campus in Galway, Ireland.       

At Mar. 31, 2005, Aerogen, Inc.'s balance sheet showed a  
$4,761,000 stockholders' deficit, compared to a $7,149,000
deficit at Dec. 31, 2004.


AIR CANADA: Monitor Gets Court Nod to Make Final Distributions
--------------------------------------------------------------
Ernst & Young, Inc., sought and obtained authority from the
Ontario Superior Court of Justice to make a final distribution on
claims in accordance with the Consolidated Plan of Reorganization,
Compromise and Arrangement for Air Canada and certain of its
subsidiaries.

Ernst & Young President Murray A. McDonald reports that all
Disputed Unsecured Claims have been resolved as of May 27, 2005.  
The Proven Claims aggregate CN$8,280,590,101.

           Summary of Claims for Distribution Purposes
                        As at May 27, 2005
                        (In CN$ Millions)

                                 Claims Filed   Claims Accepted
                                 ------------   ---------------
   Aircraft Lessor                 CN$4,827.4        CN$2,251.8
   Bondholder                         3,402.8           3,002.4
   Employee-Related                   8,487.6             972.2
   Litigation                        83,459.3              42.4
   Long-Term Debt                     1,668.0             748.5
   Supplier Repudiation/
      Termination                     1,925.9             947.2
   Trade Creditor                       396.1             306.5
   Other                                275.2               9.6
                                  ------------   ---------------
   Total                          CN$104,442.2        CN$8,280.6
                                  ============   ===============

Ernst & Young is the Court-appointed monitor of the Applicants
and the disbursing agent pursuant to the Plan.  In September
2004, the Monitor updated the Court on the status of claims and
certified that the threshold conditions for setting the Initial
Determination Date, as the term is defined in the Plan, had been
met.  Shortly afterward, the Monitor made initial distribution of
ACE shares pursuant to the Plan.  Additional ACE shares were held
in escrow pending resolution of the remaining Disputed Unsecured
Claims.

Ernst & Young will release the remaining ACE shares held in
escrow to creditors holding Proven Claims within the next 21
days.

Mr. Justice Farley further authorizes Ernst & Young to hold in
escrow those ACE shares representing distribution to holders of
Proven Claims until, where appropriate, the holder has made
arrangements satisfactory to the Disbursing Agent for payment and
satisfaction of tax or other government requirement withholding
obligations.  Any distributions held in escrow will, pending
implementation of the arrangements, be treated as an
undeliverable distribution pursuant to the Plan.

Under the Plan, each holder of a Proven Claim that is to receive
a distribution has sole and exclusive responsibility to satisfy
and pay any tax obligations imposed by any governmental entity on
account of the distribution.  No distribution will be made to or
on behalf of a holder unless and until that holder has made
arrangements satisfactory to the Monitor for the payment and
satisfaction of the tax obligations.

According to Mr. McDonald, there are two remaining Proven Claims
in respect of which withholding obligations have not been
resolved with the relevant government authorities.  Ernst & Young
has communicated with the holders to advise them of their
responsibility for making the arrangements.

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. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALABAMA METAL: S&P Rates Proposed $130 Mil. First-Lien Loan at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Birmingham, Alabama-based Alabama Metal
Industries Corp.  At the same time, Standard & Poor's assigned its
'B+' bank loan rating and '2' recovery rating to the company's
proposed $130 million first-lien term loan due in 2012, based on
preliminary terms and conditions.  The bank loan and recovery
ratings indicate expectations of substantial (80%-100%) recovery
of principal.  The outlook is stable.

Proceeds from the term loan and an unrated $30 million borrowing
base revolving credit facility will be used to pay a $103 million
dividend to AMICO's owners:

    (1) equity sponsors Cravey, Green and Wahlen;

    (2) co-investors; and

    (3) company management.

Proceeds will also be used to repay the company's mezzanine debt,
which is expected to be about $30 million at closing.

"We expect relatively favorable market conditions to allow AMICO
to reduce leverage during 2005," said Standard & Poor's credit
analyst Lisa Wright.  "However, the outlook could be revised to
negative if the company experiences a significant erosion of
prices and a drop-off in demand resulting from a steep decrease in
steel prices and stalling of U.S. economic growth.  A positive
outlook revision is unlikely over the intermediate term given
AMICO's vulnerable business position and the potential for
additional dividend distributions to owners."

AMICO, with sales of $288 million in 2004, manufactures primarily
steel products for North American industrial and construction end
markets.  Its products, which include bar grating, expanded metal,
and metal lath, are used in a wide variety of applications ranging
from factory flooring to patio furniture to backing for stucco.


ALOHA AIRGROUP: Inks Settlement Pact with Christchurch Engine
-------------------------------------------------------------
Pratt & Whitney Air New Zealand Services dba Christchurch Engine
Centre operates a facility located in Christchurch, New Zealand,
which maintains, repairs and overhauls aircraft engines.

Prior to its bankruptcy filing on Dec. 30, 2004, Aloha Airgroup
Inc., Aloha Airlines Inc. and CEC were parties to a maintenance
contract.   

As of Dec. 30, 2004:

     -- the Debtors owe CEC $940,987 for engine maintenance
        works; and

     -- CEC has two of Aloha's engines in its possession, as well
        as some spare parts and fan blades.

CEC refused to repair and release the engines absent payment from
Aloha.  The engines, Aloha says, are essential to the
uninterrupted continuation of the airlines' service to its
passengers and cargo customers.

                    The Settlement Agreement

The parties engaged in arms-length negotiations to settle the
dispute.  Aloha agrees to pay CEC $464,000 on account of its
$940,987 prepetition obligation.  The balance will be treated as
an unsecured, non-priority claim.

CEC will immediately resume repair work on the two engines.  Upon
completion of the work, Aloha will pay CEC the invoiced price of
repairs, estimated at $498,000.  

The Debtors now ask the U.S. Bankruptcy Court for the District of
Hawaii to approve the settlement.

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


AMERICAN BUSINESS: JP Morgan Wants Set Off Against L/C Account
--------------------------------------------------------------
JP Morgan Chase Bank, National Association, maintains two cash
collateral accounts that secure existing or potential obligations
of American Business Financial Services, Inc., and its debtor-
affiliates to either JPMorgan or its affiliates.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, informs Judge Walrath that in the first
account -- the ABFS Collateral Corporate Account -- American
Business Financial Services, Inc., gave JPMorgan and Chase
Manhattan Bank USA, N.A, a pledge and security interest in all
the funds deposited to the credit card account to secure any
amounts owed under a Chase Commercial Card Program Master
Document, dated March 29, 2002, between ABFS and Chase Manhattan
Bank.  ABFS' pledge and security interest were memorialized in a
Security Agreement-Pledge, dated June 1, 2004.  ABFS also
executed a Blocked Account Control Agreement, dated June 1, 2004,
with JPMorgan concerning the credit card account.  The total
credit line available to ABFS under the Credit Card Agreement is
$100,000.  The total amount currently due and outstanding on the
Credit Card Agreement, including interest and fees, is
approximately $105,000.

The second cash collateral account is the ABC Cash Collateral
Account.  Ms. Newmarch relates that on March 15, 2002, certain of
the Debtors executed an Amended and Restated Senior Secured
Credit Agreement with JPMorgan pursuant to which JPMorgan
extended a $50 million revolving credit facility to the Debtors
in exchange for a senior security interest in all the Debtors'
assets.  Subsequently, JPMorgan and those same Debtors executed a
Letter of Credit Supplement to the Senior Secured Credit
Agreement on October 15, 2002, to permit the Debtors to apply for
letters of credit from JPMorgan.  The 10/02 Supplement authorized
the creation of a letter of credit account and granted JPMorgan a
pledge and security interest in the L/C Account to secure
reimbursement from the Debtors for any letters of credit JPMorgan
issued pursuant to the new letter of credit facility.

Moreover, on December 12, 2002, ABFS executed an application and
agreement for irrevocable standby letter of credit requesting
JPMorgan to issue a $6 million dollar letter of credit in favor
of Wanamaker LLC, for ABFS' benefit.  JPMorgan issued the L/C to
Wanamaker on December 19, 2002, in the original amount of $6
million.  The L/C secures any amounts the Debtors may owe in the
event they reject an Office Lease, dated November 27, 2002, with
Wanamaker.

On September 22, 2003, the Debtors and JPMorgan executed another
amendment to Senior Secured Credit Agreement.  The 9/03 Amendment
terminated the $50 million revolving credit facility extended to
the Debtors, but left the L/C Facility in place.  Since its
original issuance, the L/C has been extended and reissued several
times.  The L/C's current amount is $7,500,000.

Ms. Newmarch informs Judge Walrath that the L/C is set to expire
on December 16, 2005.  The Debtors remain obligated under the L/C
Application to pay up to $7,500,000, if Wanamaker draws on it.  
JPMorgan expects Wanamaker to draw on the L/C after the Debtors
reject the Lease.  Specifically, the current cash value of the
L/C Account is $7,065,725.

Ms. Newmarch determines that JPMorgan's liens and security
interests against both the Credit Card Account and the L/C
Account constitute "Senior Claims" as defined in the Final DIP
Financing Order, dated March 9, 2005.  As Senior Claims,
JPMorgan's liens are first-priority, fully perfected liens and
security interests against the Credit Card Account and the L/C
Account.  Those liens outrank all other liens and claims against
that property, including the claims and liens of the DIP lenders.

Considering that the Debtors' cases have now been converted to
cases under Chapter 7, JPMorgan believes that there is no reason
to retain the automatic stay preventing it from canceling the
Credit Card Account and offsetting the amounts owed by ABFS under
the Credit Card Agreement against that account.  Accordingly,
JPMorgan asks the Court to lift the automatic stay as to the L/C
Account so that when Wanamaker exercises its right to draw on the
L/C, JPMorgan will be able to offset the amount drawn on the L/C
against the L/C Account.

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: Ch. 7 Trustee Gets Okay to Continue Operations
-----------------------------------------------------------------
American Business Financial Services Inc. and its debtor-
affiliates' businesses were operated prior to their filing of
chapter 11 proceedings by approximately 1,000 employees and
consisted of the origination of large volumes of sub-prime loans
followed by the servicing and sale of the loans via "whole loan
sales" or securitization transactions.  The Debtors funded their
operations in part by the issuance of large quantities of
subordinated debentures.

John T. Carroll, III, Esq., at Cozen O'Connor, in Wilmington,
Delaware, tells the Court that George L. Miller, the Interim
Chapter 7 Trustee for the Debtors' estates, is not going to
"operate" the Debtors' business by originating any new loans.  To
the contrary, there exist loans that have been made by the
Debtors but for which documentation needs to be completed and
located or otherwise finalized to realize value.  The
transferring of loans and the Debtors' servicing rights, Mr.
Carroll notes, have not yet been fully effectuated.

Mr. Carroll contends that the shutdown and preservation of the
Debtors' computerized records and systems is best accomplished
with the assistance of the Debtors' former employees.  The
Chapter 7 Trustee needs to operate with a small number of the
Debtors' former employees to complete the tasks necessary in
winding down the sizable operations previously conducted by the
Debtors.

Thus, the ABFS Trustee sought and obtained the U.S. Bankruptcy
Court for the District of Delaware's authority, on an interim
basis, to continue the Debtors' business operations through July
15, 2005, subject to his obtaining adequate funding to the extent
necessary to:

   (i) effect an orderly and expeditious shut down of the
       Debtors' businesses; and

  (ii) safeguard the Debtors' assets including those serving as
       the collateral for Greenwich Financial Products, Inc., and
       the Collateralized Sub-debt Trustees, pending completion
       of an analysis of the Debtors' operations to determine the
       best method for liquidating their assets for the estate's
       maximum benefit.

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)


BAC FLORIDA BANK: Fitch Affirms and Withdraws BB+ Deposit Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Tuesday BAC Florida Bank's long-term
deposit rating at 'BB+', and simultaneously withdraws the rating.  
As such, Fitch will no longer provide ratings or analytical
coverage on this issuer.

Located in Coral Gables, Florida, BAC Florida Bank, established in
1972, is an FDIC insured state-chartered bank with $821.2 million
in assets as of March 31, 2005.  The bank has one branch located
in Coral Gables, Florida, with several agents located in Central
and South America.  The bank provides correspondent banking,
mortgage lending, and private banking services.  It also offers
broker-dealer services through its subsidiary BAC Florida
Investment, and also offers institutional clients investment
advisory services through its subsidiary, BAC Global Advisors.


BALLANTRAE HEALTHCARE: Judge Hale Closes 30 Subsidiaries' Cases
---------------------------------------------------------------          
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas the bankruptcy cases of 30
subsidiary debtors of Ballantrae Healthcare, LLC, on May 25, 2005.

Judge Hale confirmed the Debtors' First Amended Plan of
Reorganization on Nov. 29, 2004, and the Plan took effect on
Dec. 10, 2004.

Judge Hale based his decision to close the 30 subsidiary debtors'
chapter 11 cases from the request filed by Arnaldo N. Cavazos,
Jr., the Plan Trustee appointed for the Trust formed under the
confirmed Plan.

The 30 subsidiary debtors of Ballantrae Healthcare closed by Judge
Hale are:

   * BTHC I, LLC         
     Case No. 03-33176-hdh11

   * BTHC II, LLC
     Case No. 03-33155-hdh11

   * BTHC III, LLC
     Case No. 03-33198-hdh11

   * BTHC IV, LLC
     Case No. 03-33205-hdh11

   * BTHC V, LLC
     Case No. 03-33210-hdh11

   * BTHC VI, LLC
     Case No. 03-33215-hdh11

   * BTHC VII, LLC
     Case No. 03-33218-hdh11

   * BTHC VIII, LLC
     Case No. 03-33202-hdh11

   * BTHC X, LLC
     Case No. 03-33242-hdh11

   * BTHC XI, LLC
     Case No. 03-33222-hdh11

   * BTHC XII, LLC
     Case No. 03-33227-hdh11

   * BTHC XIV, LLC
     Case No. 03-33233-hdh11

   * BTHC XV, LLC
     Case No. 03-33200-hdh11

   * BTHC XVI, LLC
     Case No. 03-33256-hdh11

   * BTHC XVII, LLC
     Case No. 03-33251-hdh11

   * BTHC XIX, LLC
     Case No. 03-33239-hdh11

   * BTHC XX, LLC
     Case No. 03-33249-hdh11

   * BTHC XXI, LLC
    Case No. 03-33244-hdh11

   * BMOHC I, LLC
     Case No. 03-33163-hdh11
  
   * BMOHC II, LLC
     Case No. 03-33182-hdh11

   * BNMHC I, LLC
     Case No. 03-33171-hdh11

   * BILHC I, LLC
     Case No. 03-33747-hdh11

   * BILHC II, LLC
     Case No. 03-33749-hdh11

   * BILHC III, LLC
     Case No. 03-33751-hdh11

   * BILHC IV, LLC
     Case No. 03-33752-hdh11

   * BILHC V, LLC
     Case No. 03-33753-hdh11

   * Ballantrae Illinois, LLC
     Case No. 03-33157-hdh11

   * Ballantrae Missouri, LLC
     Case No. 03-33160-hdh11

   * Ballantrae New Mexico, LLC
     Case No. 03-33166-hdh11

   * Ballantrae Texas, LLC
     Case No. 03-33172-hdh11

Judge Hale concludes that:

   a) the Plan's consummation no longer requires the maintenance
      of the 30 subsidiary debtors' bankruptcy cases; and

   b) the fees required to maintain the 30 subsidiary debtors'
      chapter 11 cases will only burden the Trust and reduce
      the amount of distributions to creditors pursuant to the
      Plan.

Headquartered in Albuquerque, New Mexico, Ballantrae Healthcare,
LLC is a nursing home operator.  The Company and its debtor-
affiliates filed for chapter 11 protection  on March 28, 2003
(Bankr. S.D. Tex. Case No. 03-33152).  David Ellerbe, Esq., at
Neligan, Tarpley, Andrews and Foley LLP represents the Debtors.  
When the Company filed for chapter 11 protection, it listed
$23,555,239 in total assets and $39,243,335 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan Nov. 29, 2004, and
the Plan took effect on Dec. 10, 2004.  Arnaldo N. Cavazos is the
Plan Trustee under the confirmed Plan.  Kenneth Stohner, Jr.,
Esq., at Jackson Walker LLP represents the Plan Trustee.  


BANC OF AMERICA: Fitch Assigns Low-B Ratings to B-4 & B-5 Certs.
----------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2005-E, mortgage
pass-through certificates, are rated by Fitch Ratings as follows:

     -- $553,395,100 1-A-1, 1-A-2, 1-A-R, 2-A-1 through 2-A-7,
        2-IO, 3-A-1, and 4-A-1 (senior certificates), 'AAA';

     -- $12,062,000 class B-1, 'AA';

     -- $3,446,000 class B-2, 'A';

     -- $2,297,000 class B-3, 'BBB';

     -- $1,149,000 class B-4, 'BB'; and

     -- $861,000 class B-5, 'B'.

The 'AAA' rating on the senior certificates reflects the 3.65%
subordination provided by the 2.10% class B-1, the 0.60% class B-
2, the 0.40% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.20% privately offered
class B-6.  The ratings on class B-1, B-2, B-3, B-4, and B-5
certificates reflect each certificate's respective level of
subordination. Fitch does not rate Class B-6 and class 1-IO
certificates.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 1,083 loans and an
aggregate principal balance of $574,359,688 as of May 1, 2005 (the
cut-off date).  The four loan groups are cross-collateralized.

The group 1 collateral consists of 3/1 hybrid adjustable-rate
mortgage (ARM) loans.  After the initial fixed interest rate
period of three years, the interest rate will adjust annually
based on the sum of one-year LIBOR index and a gross margin
specified in the applicable mortgage note.  Approximately 57.88%
of group 1 loans require interest-only payments until the month
following the first adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $37,181,944 and an average balance of
$509,342.  The weighted average original loan-to-value ratio for
the mortgage loans is approximately 72.98%.  The weighted average
remaining term to maturity is 359 months, and the weighted average
FICO credit score for the group is 745.  Second homes and
investor-occupied properties constitute 14.76% and 3.42% of the
loans in group 1, respectively.  

Rate/term and cashout refinances account for 5.67% and 22.22% of
the loans in group 1, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are
California (30.74%), Florida (20.31%), South Carolina (8.62%),
Nevada (6.94%), and Arizona (5.71%).  All other states represent
less than 5% of the outstanding balance of the group.

The group 2 collateral consists of 5/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of five years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 71.62% of group 2 loans require
interest-only payments until the month following the first
adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $467,369,701 and an average balance of
$529,298.  The weighted average OLTV for the mortgage loans is
approximately 71.74%.  The WAM is 359 months, and the weighted
average FICO credit score for the group is 742.  Second homes and
investor-occupied properties constitute 10.89% and 0.93% of the
loans in group 2, respectively.

Rate/term and cashout refinances account for 18.54% and 18.69% of
the loans in group 2, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are
California (57.60%), Florida (7.29%), and Virginia (5.56%).  All
other states represent less than 5% of the outstanding balance of
the pool.

The group 3 collateral consists of 7/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of seven years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.  Approximately 53.79% of group 3 loans require
interest-only payments until the month following the first
adjustment date.

As of the cut-off date, the group has an aggregate principal
balance of approximately $29,257,244 and an average balance of
$522,451.  The weighted average OLTV for the mortgage loans is
approximately 71.30%.  The WAM is 359 months, and the weighted
average FICO credit score for the group is 752.  Second homes and
investor-occupied properties constitute 3.44% and 1.54% of the
loans in group 3, respectively.

Rate/term and cashout refinances account for 16.89% and 14.08% of
the loans in group 3, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are
California (41.11%), Virginia (10.51%), Florida (9.57%), and
Maryland (5.88%).  All other states represent less than 5% of the
outstanding balance of the pool.

The group 4 collateral consists of 10/1 hybrid ARM mortgage loans.
After the initial fixed interest rate period of 10 years, the
interest rate will adjust annually based on the sum of one-year
LIBOR index and a gross margin specified in the applicable
mortgage note.

Approximately 75.92% of group 4 loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the group has an aggregate principal balance
of approximately $40,550,799 and an average balance of $571,138.  
The weighted average OLTV for the mortgage loans is approximately
71.54%.  The WAM is 359 months, and the weighted average FICO
credit score for the group is 749.  Second homes constitute 16.91%
of the loans and there are no investor-occupied properties in
group 4.

Rate/term and cash-out refinances account for 13.82% and 15.02% of
the loans in group 4, respectively.  The states that represent the
largest geographic concentration of mortgaged properties are
California (44.79%), Florida (13.67%), and Virginia (8.72%).  All
other states represent less than 5% of the outstanding balance of
the pool.

Approximately 63.94% of the group 1 mortgage loans, approximately
62.77% of the group 2 mortgage loans, approximately 54.33% of the
group 3 mortgage loans, approximately 75.80% of the group 4
mortgage loans and approximately 63.34% of all of the mortgage
loans were originated under the Accelerated Processing Programs.
Mortgage Loans in the Accelerated Processing Programs are subject
to less stringent documentation requirements.  None of the
Mortgage Loans were originated under the Accelerated Processing
Programs of All-Ready Home and Rate Reduction Refinance Programs.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.  For additional information on
Fitch's rating criteria regarding predatory lending legislation,
see the press release 'Fitch Revises Rating Criteria in Wake of
Predatory Lending Legislation,' dated May 1, 2003, available on
the Fitch Ratings web site at http://www.fitchratings.com/

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits. Wells Fargo
Bank, National Association will act as trustee.


BEAR STEARNS: Fitch Assigns BB Rating on $10 Mil. Private Class
---------------------------------------------------------------
Bear Stearns Asset Backed Securities Trust, series 2005-2 is rated
by Fitch Ratings as follows:

     -- $271,113,000 class A, 'AAA';
     -- $33,977,000 class M-1, 'AA';
     -- $17,689,000 class M-2, 'A';
     -- $3,853,000 class M-3, 'A-';
     -- $5,779,000 class M-4, 'BBB+';
     -- $3,152,000 class M-5, 'BBB';
     -- $4,554,000 class M-6, 'BBB-'; and
     -- $10,158,000 privately offered class M-7, 'BB'.

The 'AAA' rating on the senior certificates reflects the 25.45%
credit enhancement provided by 9.70% class M-1, 5.05% class M-2,
1.10% class M-3, 1.65% class M-4, 0.90% class M-5, 1.30% class M-
6, 2.90% class M-7 along with target overcollateralization of
2.85%.  In addition, the ratings on the certificates reflect the
quality of the underlying collateral, and Fitch's level of
confidence in the integrity of the legal and financial structure
of the transaction.

The mortgage pool consists of fixed- and adjustable-rate mortgage
loans secured by first and second liens on one-to four-family
residential properties, with an aggregate principal balance of
$350,275,180.  As of the cut-off date, May 1, 2005, the mortgage
loans had a weighted average combined loan-to-value ratio of
87.45%, weighted average coupon of 8.140%, weighted average
remaining term to maturity of 312 months and an average principal
balance of $94,008.  Single-family properties account for 72.70%
of the mortgage pool, two- to four-family properties 10.21%, and
condos 4.60%.  Approximately 91.90% of the properties are owner
occupied.  The three largest state concentrations are California
(22.69%), Florida (6.43%), New York (5.61%).

Approximately 2.73% of the loans may be subject to special rules,
disclosure requirements and other provisions that were added to
the federal Truth-in-Lending Act by the Home Ownership and Equity
Protection Act of 1994, or HOEPA.  As to approximately 97.27% of
the mortgage loans, none of such loans are 'high cost' loans as
defined under any local, state or federal laws.  For additional
information on Fitch's rating criteria regarding predatory lending
legislation, please see the press releases issued May 1, 2003
entitled, 'Fitch Revises Rating Criteria in Wake of Predatory
Lending Legislation' and Feb. 23, 2005 entitled, 'Fitch Revises
RMBS Guidelines for Antipredatory Lending Laws', available on the
Fitch Ratings web site at http://www.fitchratings.com/

Bear Stearns Asset Backed Securities I LLC deposited the loans
into the trust, which issued the certificates, representing
beneficial ownership in the trust.  LaSalle Bank, National
Association will act as trustee.  EMC Mortgage Corporation (rated
'RPS1' by Fitch), will act as master servicer for this
transaction.


BEAR STEARNS: Fitch Puts BB Rating on $7.6 Million Certificates
---------------------------------------------------------------
Bear Stearns SACO I Trust 2005-3, is rated as follows by Fitch
Ratings:

     -- $206.4 million privately offered classes A and A-IO
        certificates, 'AAA';

     -- $25.2 million privately offered class M-1 certificates,  
        'AA';

     -- $7 million privately offered class M-2 certificates 'AA-';

     -- $6.9 million privately offered class M-3 certificates,
        'A+';

     -- $7 million privately offered class M-4 certificates, 'A';

     -- $6 million privately offered class M-5 certificates, 'A-';

     -- $6.2 million privately offered class B-1 certificates,
        'BBB+';

     -- $5.3 million privately offered class B-2 certificates,
        'BBB';

     -- $4.4 million privately offered class B-3 certificates,
        'BBB-';

     -- $7.6 million privately offered class B-4 certificates,
        'BB'.


BREUNERS HOME: Creditors Must File Proofs of Claim by Sept. 20
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set Sept. 20, 2005, as the deadline for all creditors owed money
by Breuners Home Furnishings Corp. on account of claims arising
prior to July 14, 2004, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
September 20 Claims Bar Date and those forms must be delivered to:
               
              David D. Bird
              Clerk of the Bankruptcy Court
              824 Market Street, 5th Floor
              Wilmington, Delaware 19801

For governmental units, the claims bar date is set on November 9,
2005.    

Headquartered in Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- was one of the   
largest national furniture retailers focused on the middle the
upper-end segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  The Court converted the case to
a Chapter 7 proceeding on Feb. 8, 2005.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent
the Debtors.  When the Debtors filed for chapter 11 protection,
they reported more than $100 million in estimated assets and
debts.


BREUNERS HOME: Creditors' Meeting Scheduled for June 22
-------------------------------------------------------
The United States Trustee for Region 3 will convene a meeting of
Breuners Home Furnishings Corp.'s creditors at 3:00 p.m., on
June 22, 2005, at the U.S. District Court located in 844 King
Street, Room 2112 in Wilmington, Delaware.  This is the first
meeting of creditors required under 11 U.S.C. Sec. 341(a) after a
chapter 11 case is converted to a chapter 7 liquidation
proceeding.  

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 Lancaster, Pennsylvania, Breuners Home
Furnishings Corp. -- http://www.bhfc.com/-- was one of the   
largest national furniture retailers focused on the middle the
upper-end segment of the market.  The Company and its debtor-
affiliates, filed for chapter 11 protection on July 14, 2004
(Bankr. Del. Case No. 04-12030).  The Court converted the case to
a Chapter 7 proceeding on Feb. 8, 2005.  Great American Group,
Gordon Brothers, Hilco Merchant Resources, and Zimmer-Hester were
brought on board within the first 30 days of the bankruptcy filing
to conduct Going-Out-of-Business sales at the furniture retailer's
47 stores.  Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C., represent
the Debtors.  When the Debtors filed for chapter 11 protection,
they reported more than $100 million in estimated assets and
debts.


BURLINGTON INDUSTRIES: Court Okays RLI Insurance Settlement Pact
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 21, 2005,
the BII Distribution Trust, the North Carolina Self-Insurance
Guaranty Association and RLI Insurance Company have agreed to
resolve their disputes with respect to Claim No. 1039.

On July 11, 2002, RLI Insurance filed Claim No. 1039 for
$1,408,000, asserting a $250,000 secured claim and a $1,158,000
unsecured claim.  Claim No. 1039 was filed a result of a
contingent liability that RLI Insurance alleged it would have
pursuant to nine separate surety bonds outstanding as of the
Petition Date.

                            The Bonds

RLI Insurance issued six surety bonds to U.S. Customs totaling
$554,000 and two performance bonds totaling $54,000, which were
included as part of the Claim.

On April 4, 2001, RLI Insurance also issued Bond No. CMS0100298
for $800,000 to the North Carolina Department of Insurance
related to the Debtors' contingent liability for their workers'
compensation claims incurred during their seven-year period of
self-insurance from October 1, 1990, through September 30, 1997,
at certain textile and manufacturing plants located in North
Carolina.  The Workers' Compensation Bond comprises the Debtors'
statutory deposit pursuant to N.C. Gen. Stat. 97-185.  The
Debtors were authorized to continue complying with prepetition
obligations arising from the workers' compensation programs and
to continue complying with obligations to RLI Insurance.

                      The Letter of Credit

Claim No. 1039 asserts that an irrevocable standby Letter of
Credit, identified by JP Morgan Chase Bank as Letter of Credit
#72434, as amended, secures any and all of the liability asserted
in the Claim.  The Letter of Credit was originally issued in
March 2002 for $250,000 and subsequently increased to $850,000 in
November 2002.  The Letter of Credit will expire on March 11,
2006.

The NCSIGA was created to pay certain covered claims for
insolvent self-insured employers.  Pursuant to the North Carolina
state laws, the Debtors' statutory deposit has been transferred
to the NCSIGA, which is entitled to expend the proceeds of the
Workers' Compensation Bond for the payment of Covered Claims and
related expenses.  As of March 10, 2005, the NCSIGA has not
assumed payment of the Debtors' Covered Claims and has not made
any demand on the Workers' Compensation Bond.  In addition, there
are no known outstanding liabilities with respect to the
Performance Bonds or the Custom Bonds.

The Debtors have objected to the allowance of Claim No. 1039,
asserting that:

   -- their records reflect that the Claim is not a valid
      obligation of the Debtors' estates and no amount is owing
      or due;

   -- the Claim is a contingent claim which should be reduced to
      zero;

   -- a certain portion of any liability under the Claim has been
      assumed by Insuratex, Ltd.; and

   -- the Claim is entitled to secured status to the extent and
      in the form of the Letter of Credit issued for RLI
      Insurance's benefit.

In response, RLI Insurance reasserted its right to a secured
claim for $850,000 and an unsecured claim for $595,000.  RLI
Insurance argued that it has not been released from any liability
under any of the nine separate surety bonds it issued on the
Debtors' behalf and still outstanding as of the Petition Date.

To resolve their disputes, the parties agree that:

   (a) Any claim that RLI Insurance may have against the Trust,
       the Debtors and their estates, whether asserted in Claim
       No. 1039 or otherwise, is secured by the Letter of Credit;

   (b) RLI Insurance's right to payment on account of the
       liabilities asserted in the Claim or otherwise, will be
       limited to its rights to any amounts available under the
       Letter of Credit;

   (c) In complete and absolute satisfaction of the Claim, RLI
       Insurance will draw on the entire proceeds of the Letter
       of Credit and pay to the NCSIGA $800,000, as complete
       satisfaction and in exchange for an immediate, complete
       and full release of the Workers' Compensation Bond;

   (d) Upon making the Bond Settlement Payment, the Workers'
       Compensation Bond will be deemed exonerated and the Claim
       will be deemed withdrawn with prejudice, without the need
       for any further action by the Court or RLI Insurance, and
       the Trust will be released from all liabilities with
       respect to the Claim, the Bond and any other liabilities
       included in the Claim.  Upon receipt of the Bond Payment,
       the NCSIGA will return the Workers' Compensation Bond to
       RLI Insurance.  The remaining $50,000 available from the
       draw of the Letter of Credit will be divided evenly
       between RLI Insurance and the Trust;

   (e) The Trust will pay the previously agreed-upon claims
       settlements regarding the Gladys Meadows and Robert Strong
       workers' compensation claims.  In exchange for the claim
       settlements, the NCSIGA will release the Trust from any
       further liability for the Debtors' North Carolina workers'
       compensation claims incurred during the period of self-
       insurance, and claims-related expenses.  The NCSIGA will
       reimburse the Trust for its payment of the settlements
       regarding the Gladys Meadows and Robert Strong workers'
       compensation claims;

   (f) The NCSIGA will assume complete and total responsibility
       for the Debtors' North Carolina workers' compensation
       program during the Self-Insurance Period.

       The NCSIGA reserves the right to seek reimbursement
       pursuant to existing insurance contracts and reinsurance
       contracts with Insuratex covering the Debtors' workers'
       compensation claims incurred during the periods any
       policies were in force.  The Trust will assign to the
       NCSIGA any and all necessary rights and power of attorney
       including but not limited to any excess workers'
       compensation policies and any other insurance or
       reinsurance, if applicable, with respect to the Self
       Insurance Period;

   (g) The Trust will maintain any existing medical and personnel
       records related to the Workers' Compensation Claims until
       December 31, 2005.  After that date, the records will
       become the complete and total responsibility of the NCSIGA
       unless the custody and control of the records will be
       extended by subsequent agreement between the Trust and the
       NCSIGA; and

   (h) Any funds received by the NCSIGA pursuant to the
       Stipulation will be used for the payment of the covered
       claims and claims-related expenses incurred by the NCSIGA
       arising out of the Debtors' insolvency and the Workers'
       Compensation Claims.  However, after a period of not less
       than five years, if all known Covered Claims against the
       Debtors have been discharged, any remaining funds will be
       available to the NCSIGA for use in accordance with its
       statutory purpose.

                        *     *     *

The Court approves the stipulation.

Headquartered in Greensboro, North Carolina, Burlington
Industries, Inc. -- http://www.burlington-ind.com/-- was one  
of the world's largest and most diversified manufacturers of soft
goods for apparel and interior furnishings.  The Company filed
for chapter 11 protection in November 15, 2001 (Bankr. Del. Case
No. 01-11282).  Daniel J. DeFranceschi, Esq., at Richards, Layton
& Finger, and David G. Heiman, Esq., at Jones Day, represent the
Debtors.  WL Ross & Co. LLC purchased Burlington Industries and
then sold the Lees Carpets business to Mohawk Industries, Inc.
Combining Burlington with Cone Mills, WL Ross created
International Textile Group.  Burlington's chapter 11 Plan
confirmed on October 30, 2003, was declared effective on Nov. 10,
2003.  (Burlington Bankruptcy News, Issue No. 61; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Proposes July 1 Plan Voting Deadline
------------------------------------------------------------
As previously reported, the Diocese of Tucson asked the U.S.
Bankruptcy Court for the District of Arizona to:

   * approve procedures for solicitation and tabulation of votes
     to accept or reject the Diocese's Plan of Reorganization;

   * approve the content of the solicitation package;

   * set deadlines for filing ballots, plan objections, ballot
     report and reply/confirmation hearing brief; and

   * approve procedures governing third party solicitation of
     votes to accept or reject the Plan.

At the May 19, 2005 hearing, Susan G. Boswell, Esq., at Quarles
& Brady Streich Lang LLP, in Tucson, Arizona, asked the U.S.
Bankruptcy Court for the District of Arizona to set:

   -- July 1, 2005, as the deadline for creditors to cast their
      votes;

   -- July 1, 2005, as the deadline for filing objections to
      confirmation of the Plan; and

   -- July 8, 2005, as the deadline to file responses to the
      Objections.

Ms. Boswell said a ballot report will be filed by July 8.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Claims Reps Hire Estimation Consultants
---------------------------------------------------------------
A. Bates Butler III, the Unknown Claims Representative, and
Charles L. Arnold, the Guardian Ad Litem, in the Diocese of
Tucson's bankruptcy case, seek authority from the U.S. Bankruptcy
Court for the District of Arizona to retain Robert L. Emerick,
M.Ed., and Michael Brad Bayless, Ph.D., as consultants.

Messrs. Butler and Arnold need assistance in estimating the
number of:

   * claimants who are of adult age whose claims currently exist
     but who do not realize and who will not realize, prior to
     the April 15, 2005 deadline for filing claims, that they
     have claims against the estate;

   * those persons currently under the age of majority; and

   * those persons who may have reached the age of majority but
     for whom the state statute of limitations has not yet run.

The Consultants are experienced with the criminal justice system,
and have extensive experience in sex offender profiling.  Both of
them have done extensive research of sexual victims and their
predators.  The Consultants have also treated victims of sexual
abuse and have examined individuals in the clergy who have been
charged with sexual crimes, as well as the clergy abuse victims.

As consultants, Dr. Bayless and Mr. Emerick will analyze:

   * the information regarding the victims and clergy with
     credible allegations of abuse; and

   * statistics and actuary tables to hypothesize as to the
     number of potential claimants and the percentage of those
     potential claimants who report the abuse, as it relates to
     the Diocese.

The Consultants will be paid a fee not exceeding $25,000, unless
further authorized by the Court.  In the event the Consultants
encounter unforeseen circumstances, which will cause them to incur
fees exceeding $25,000, the Consultants will not exceed the sum
without first applying to the Court for authorization to incur
additional fees.

The Consultants assure Judge Marlar that they do not represent an
interest materially adverse to Diocese's estate and are
"disinterested persons" within the meaning of Section 101(14) of
the Bankruptcy Code.

                Portland and Tort Committee Object

The Archdiocese of Portland in Oregon and the Official Tort
Claimants' Committee contend that the retention of Dr. Bayless
and Mr. Emerick should be denied because Messrs. Butler and
Arnold have failed to show:

   -- why expert services are necessary;

   -- why these particular experts were selected; or

   -- how their appointment is in the best interest of the
      estate.

The Tort Committee reminds the Court that Messrs. Butler and
Arnold are charged with the responsibility of making an estimate
of the number of claims that would likely be filed after the bar
date; Both should, in the first instance, make that estimate
without outside assistance.  Furthermore, the employment of the
Consultants not only requires an unjustified expense, it also
opens the door open wide for a duel of opposing experts and
extensive professional and legal fees that are not needed at this
point in the case.

                          *     *     *

Judge Marlar authorizes Messrs. Butler and Arnold to retain Mr.
Emerick and Dr. Bayless as consultants to assist in estimating the
number of Minors and Unknown Claimants, subject to an
administrative claims cap of $25,000.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 28;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CDO REPACKAGING: Debt Payment Cues Moody's to Withdraw Low Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on the CDO
Repackaging Trust Securities Series 2002-E, U.S. $39,686,205
Units.

According to Moody's, the ratings were withdrawn because the notes
have been paid in full.  CDO Repackaging Trust Securities Series
2002-E closed in August of 2002.

The ratings of these tranches have been withdrawn:

Issuer: CDO Repackaging Trust Securities Series 2002-E

   * Tranche Descriptions: U.S. $39,686,205 Units
   * Prior rating: B2
   * Current rating: Withdrawn


CEDU EDUCATION: Ch. 7 Trustee Can Continue School Operations
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave George L. Miller, the interim chapter 7
Trustee overseeing the liquidation of CEDU Education Inc. and its
debtor-affiliates, permission to continue operating the Debtors'
schools pursuant to Section 721 of the bankruptcy code.

Mr. Miller wants to continue certain school operations until
June 30, 2005, to:

     a) effect a safe and orderly shutdown of the Debtors'
        business;

     b) safeguard the Debtor's assets pending his decision whether
        to sell the schools as a going concern or otherwise
        liquidate their operations for the benefit of the
        estate; and

     c) allow students currently boarding at the schools to find
        alternate living and educational arrangements.

In order to continue school operations, the Court also permitted
the Trustee to:

     a) use cash collateral securing repayment of prepetition
        obligations to Teacher's Insurance and Annuity Association
        of America; and
   
     b) draw on the postpetition loan facility extended by  
        Teacher's Insurance to the Debtors.        

The cash collateral and postpetition financing will be used in
accordance with this Extended Budget:

                                Week Ended
           
             6/2/05    6/10/05    6/17/05    6/24/05    7/1/05       
             ------    -------    -------    -------    ------  
Beg. Cash
Balance   ($292,843) ($472,993) ($773,906)  ($35,236) ($392,886)    
            --------   --------   --------    -------   --------
Cash      
Inflows     $75,000   $410,000   $937,820         $0   $120,000

Cash
Outflows   $225,150   $710,913   $199,150   $357,650   $217,913
            --------   --------   --------    -------   --------
Ending
Cash
Balance   ($472,993) ($773,906) ($35,236)  ($392,886) ($490,799)    
            ========   ========   =======    ========   ========

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.


CHEVY CHASE: Moody's Rates Class B-4 & B-5 Certs. at Ba2 & B2
-------------------------------------------------------------
Moody's Investors Service has assigned ratings ranging from Aaa to
B2 to certain classes of investor certificates of the Chevy Chase
Funding LLC, Mortgage-Backed Certificates, Series 2005-1
residential mortgage securitization.  Moody's analyst, Kruti Muni,
said the ratings are based on the credit quality of the underlying
loans and the credit support provided through subordination of the
subordinate certificates.  The ratings are also based on the
transaction's cash flow and legal structure and on the servicing
ability of Chevy Chase Bank, F.S.B.

The complete rating action is:

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
        Series 2005-1

Class Rating:

   * Class A-1 Aaa
   * Class A-1I Aaa
   * Class A-2 Aaa
   * Class A-2I Aaa
   * Class A-NA Aaa
   * Class IO Aaa
   * Class NIO Aaa
   * Class B-1 Aa2
   * Class B-1I Aa2
   * Class B-1NA Aa2
   * Class B-2 A2
   * Class B-3 Baa2
   * Class B-4 Ba2
   * Class B-5 B2

The notes are being offered in privately negotiated transactions
without registration under the 1933 Act.  The issuance was
designed to permit resale under Rule 144A.


COLLINS & AIKMAN: Sec. 341 Meeting of Creditors Set for June 24
---------------------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
Collins & Aikman Corporation's creditors at 11:00 a.m. on June 24,
2005, at Cobo Center, Room O-233, 1 Washington Blvd., in Detroit,
Michigan.

This is the first meeting of creditors required under 11 U.S.C.
Section 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 officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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


CROWN CASTLE: Prices Cash Tender Offers & Soliciting Consents
-------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) determined the
consideration to be paid in connection with its cash tender offers
and consent solicitations relating to its:

    (1) outstanding 10-3/4% Senior Notes due 2011,

    (2) 9-3/8% Senior Notes due 2011,

    (3) 7.5% Senior Notes due 2013, and

    (4) 7.5% Series B Senior Notes due 2013.

The tender offers and consent solicitations are subject to the
terms and conditions set forth in the Company's Offer to Purchase
and Consent Solicitation Statement dated May 17, 2005.

Holders of Notes who have properly tendered on or prior to 5:00
p.m. (EDT) on May 31, 2005 will receive the applicable tender
offer consideration described below, a consent payment of
$40 per $1,000 principal amount of Notes tendered and any accrued
and unpaid interest to (but not including) the Initial Optional
Early Payment Date, which the Company currently expects will occur
on or about June 8, 2005.  Holders of Notes who properly tender
after the Consent Date and prior to midnight (EDT) on June 14,
2005 will receive the applicable tender offer consideration
described below and any accrued and unpaid interest to (but not
including) the date on which payment is made for the Notes so
tendered.

The consideration for each $1,000 principal amount of Notes
tendered was determined on May 31, the eleventh business day
before the Expiration Date.  At any time after the Consent Date
and prior to the Expiration Date, Crown Castle may elect to accept
for payment all Notes of a series tendered on or prior to such
Initial Optional Early Acceptance Date.  Payment for all Notes so
accepted will be made promptly thereafter.  Concurrent with an
Initial Optional Early Acceptance Date, Crown Castle will waive
all conditions to the tender offer applicable to the series of
Notes so accepted and Notes of such series tendered after the
Initial Optional Early Acceptance Date and before the Expiration
Date will be accepted for payment on each business day during such
period for prompt settlement.

The tender offer consideration for each series of Notes tendered
and accepted for payment is as follows:

    (1) $1,024.22 for each $1,000 principal amount of 10 3/4%
        Notes;

    (2) $1,064.80 for each $1,000 principal amount of 9 3/8%
        Notes;

    (3) $1,098.56 for each $1,000 principal amount of 7.5% Notes;
        and

    (4) $1,098.56 for each $1,000 principal amount of 7.5% Series
        B Notes.

The tender offer consideration for each $1,000 principal amount of
Notes of a series tendered is an amount equal to:

    (i) the sum of the present values as of June 8, 2005, of:

         (a) the redemption price applicable to such series of
             Notes on the earliest date on which Notes of such
             series may be redeemed; and

         (b) the interest that would accrue on the applicable
             series of Notes so tendered from (but not including)
             the most recent payment of interest up to (but not
             including) the earliest redemption date, in each case
             determined on the basis of a yield from June 8, 2005
             to the earliest redemption date equal to the sum of

              (1) the yield to maturity on the reference security
                  applicable to such series of Notes as of the
                  Price Determination Date, and

              (2) 50 basis points, minus

   (ii) interest from the most recent payment of interest
        preceding the Initial Optional Early Payment Date to (but
        not including) such date, minus

  (iii) a consent payment of $40.00.

    
    
                   Redemption      Earliest        Reference
     Notes           Price      Redemption Date    Security
     -----         ----------   ---------------    ---------
  10-3/4% Notes     $1,053.75    August 1, 2005    1-1/2% U.S.
                                                   Treasury Note                     
                                                   due July 31,
                                                   2005

  9-3/8% Notes      $1,046.88    August 1, 2006    2-3/4% U.S.
                                                   Treasury Note
                                                   due July 31,    
                                                   2006

  7.5% Notes        $1,037.50    December 1, 2008  3-3/8% U.S.
                                                   Treasury Note
                                                   due Nov. 15,
                                                   2008

  7.5% Series       $1,037.50    December 1, 2008  3-3/8% U.S.
  B Notes                                          Treasury Note
                                                   due Nov. 15,
                                                   2008


Morgan Stanley is acting as the Dealer Manager and Solicitation
Agent for the tender offers and consent solicitations.  Requests
for documents may be directed to MacKenzie Partners, Inc., the
Information Agent, by telephone at (800) 322-2885 (toll-free) or
(212) 929-5500 (collect), or in writing at 105 Madison Avenue, New
York, NY 10016, Attention: Kevin Auten.  Questions regarding the
tender offers or consent solicitations may be directed to Morgan
Stanley at (800) 624-1808 (toll-free) or (212) 761-1864 (collect),
or in writing at 1585 Broadway, New York, NY 10036, Attention:
Arthur Rubin.

                          About the Company

Crown Castle International Corp. engineers, deploys, owns and
operates technologically advanced shared wireless infrastructure,
including extensive networks of towers.  Crown Castle offers
significant wireless communications coverage to 68 of the top 100
United States markets and to substantially all of the Australian
population.  Crown Castle owns, operates and manages over 10,600
and over 1,300 wireless communication sites in the U.S. and
Australia, respectively.  For more information on Crown Castle
visit http://www.crowncastle.com/

                             *     *    *

As reported in the Troubled Company Reporter April 25, 2005,
Standard & Poor's Ratings Services placed its ratings for four  
wireless tower companies:  

    (1) SpectraSite Inc. ('B+' corporate credit rating),

    (2) Crown Castle International Corp. ('B'),

    (3) AAT Communications Corp. ('B-'), and

    (4) SBA Communications Corp. ('CCC+'),

as well as related entities -- on CreditWatch with positive  
implications.  These ratings join those for American Tower Corp.  
(B-/Watch Pos/--), which were placed on CreditWatch with positive  
implications Jan. 14, 2005.  These companies collectively have  
approximately $7 billion of debt outstanding.

These CreditWatch listings relate to an industry review being  
conducted by Standard & Poor's of the tower leasing business and  
the position of the companies within this industry.   
"Strengthening business prospects could support higher ratings for  
the companies in this sector," said Standard & Poor's credit  
analyst Catherine Cosentino.  "The wireless carriers, particularly  
the large national players, are expected to continue to increase  
their geographic footprint, coverage, and capacity to support  
increased minutes of use both for voice and expanding broadband  
services.  Tower companies will benefit from these trends, which  
should continue to bolster increased tower co-location."

Reflecting the high operating leverage in this industry, gross  
profit margins are very high for companies in this sector and  
EBITDA margins tend to rapidly improve as additional tenants are  
added to existing towers.  For 2004, gross profit margins for the  
tower leasing business were in excess of 60% for the group, and  
EBITDA margins ranged from about 30%-60%, with the lower end  
attributable to the effects of operations in the less-profitable  
site development business of SBA Communications Corp.

While SBA has significantly higher leverage than its peers, at  
about 14x for 2004 on an operating lease-adjusted basis, its  
business profile may support a higher corporate credit rating than  
the current 'CCC+' (depending on Standard & Poor's assessment of  
its liquidity over the next few years) given its ongoing growth in  
lease rental revenues.

As part of this review, Standard & Poor's will be evaluating its  
ratings guidelines for the sector to determine if the industry  
supports less stringent financial guidelines based on overall  
business characteristics.  If we conclude that the business risk  
of the sector is stronger than that which we previously  
incorporated in our guidelines, we will provide new thresholds  
when the CreditWatch listings are resolved.  The qualitative  
measures may also be revised to introduce metrics more  
representative of the current state of the industry, including  
such possible measures as revenue per tower and debt to revenue.

The recent change in operating lease accounting adopted by the  
tower operators does not affect the business prospects or cash  
flow prospects for the industry.  It has had the impact of  
increasing the size of reported minimum cash lease commitments for  
most of the tower companies.  However, the increase in such  
minimum recognized commitments is also indicative of the high rate  
of contract renewal in this business, which is not expected to  
abate.

Standard & Poor's will meet with management at the tower companies  
to discuss their financial policies, including stock repurchase  
and dividend plans, as well as the possibility for additional  
acquisitions in resolving the CreditWatch listings.


CYGNIFI DERIVATIVES: Judge Gerber Formally Closes Bankruptcy Case
-----------------------------------------------------------------          
The Honorable Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York formally closed the bankruptcy
case filed by Cygnifi Derivatives Services, LLC, on May 18, 2005.

Judge Gerber confirmed the Debtor and the Official Committee of
Unsecured Creditors' Second Amended Joint Liquidating Plan of
Reorganization on Aug. 20, 2002.  Pursuant to the confirmed Plan,
Michael C. Clarke and Robert S. Rosenfeld were appointed as
creditor trustees for the Debtor's estate.

Mr. Rosenfeld filed a request for a final decree formally closing
the Debtor's chapter 11 case on May 7, 2005.

Judge Gerber concludes that:

   a) the Plan has been substantially consummated, distributions
      required under the Plan have been made and transactions
      contemplated under the Plan have been completed; and

   b) all objections to claims have been litigated and resolved
      and a Closing Report on the Debtor's chapter 11 case has
      been filed by Mr. Rosenfeld with the Clerk of the Bankruptcy
      Court.

Headquartered in New York City, New York, Cygnifi Derivatives
Services, LLC, provides a wide range of services relative to the
management of its clients' derivatives portfolios.  The Company
filed for chapter 11 protection on Oct. 3, 2001 (Bankr. S.D.N.Y.
Case No. 01-15150).  Marc E. Richards, Esq., at Blank Rome Tenzer
Greenblatt, LLP, represents the Debtor.  When the Company filed
for chapter 11 protection, it listed total assets of $34,200,000
and $5,100,000 in total debts. The Court formally closed the
Debtor's case on May 18, 2005. Michael C. Clarke and Robert S.
Rosenfeld are the creditor trustees pursuant to the Plan.  Andrew
I. Silfen, Esq., at Arent Fox PLLC represents the creditor
trustees.


DI GIORGIO: Weak Cash Flow Prompts S&P's Negative Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Di
Giorgio Corp. to negative from stable.  The 'B' corporate credit
and 'B-' senior unsecured debt ratings are affirmed.

"The outlook revision is based on weaker-than-expected cash flow,
as the company has not yet been successful in replacing the volume
of a large customer account lost late in 2003," said Standard &
Poor's credit analyst Mary Lou Burde.  EBITDA fell about 30% in
both the fourth quarter of 2004 and the first quarter of 2005.

The ratings reflect the company's:

    (1) heavy debt burden,

    (2) its participation in the highly competitive food wholesale
        and distribution industry, and

    (3) its regional presence.

Although Carteret, New Jersey-based Di Giorgio has a somewhat
protected niche market position in the New York metropolitan area,
its customer base is concentrated.  Excluding The Great Atlantic &
Pacific Tea Co. Inc., which the company lost as a customer in
October 2003, Di Giorgio's five largest customers accounted for
42% of 2004 sales.  This customer concentration, combined with
heavy dependence on a single market, exposes the company to
potential revenue losses if a key customer leaves or if there is
an economic downturn in the region.


DICKIE WALKER: Receives Nasdaq Delisting Notice
-----------------------------------------------
Dickie Walker Marine, Inc. (Nasdaq: DWMA) received a Staff
Determination Letter from The Nasdaq Stock Market on May 26, 2005,
which states that the company is not in compliance with
Marketplace Rule 4310(c)(2)(B) and is subject to delisting from
The Nasdaq SmallCap Market.

Dickie Walker Marine filed its request for a hearing before the
Nasdaq Listing Qualifications Panel to review the Staff
Determination on May 31.  Dickie Walker Marine's securities will
continue to be listed on The Nasdaq SmallCap Market pending the
Panel's decision after the requested hearing.

On May 10, 2005, Dickie Walker Marine filed a preliminary proxy/
prospectus on Form S-4 with the Securities and Exchange
Commission, which describes the details of the proposed
acquisition of Intelligent Energy Holdings by the company.  The
company believes it will meet all initial Nasdaq listing criteria
upon the closing of the acquisition, and both companies remain
committed to consummating the proposed transaction.

In its Staff Determination Letter, the Nasdaq Staff recognized
that the post-acquisition company may meet the initial listing
criteria, but stated that it is unable to make such a
determination at this time because the timeframe required to
complete the acquisition transaction and list the post-acquisition
company's securities is longer than the Nasdaq Staff is able to
grant.  In addition, the Nasdaq Staff stated that it is unable to
determine whether the post-acquisition company would meet the
initial listing criteria because an initial listing application
for the post-acquisition company has not yet been filed.  The
company anticipates closing the acquisition of Intelligent Energy
no later than the end of the third calendar quarter of 2005,
provided the conditions to closing, including stockholder
approval, are met.  The company plans to file the listing
application prior to the hearing date.  At the hearing, the
company will ask the Listing Qualification Panel to stay delisting
pending the closing of the acquisition of Intelligent Energy.
There can be no assurance the company will be successful at the
hearing in obtaining a further stay of delisting through the close
of the proposed acquisition, or that all conditions to the closing
of the proposed acquisition will occur.

Marketplace Rule 4310(c)(2)(B) states that companies listed on The
Nasdaq SmallCap Market must maintain a minimum stockholder's
equity of $2,500,000 or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.  At December 31, 2004 Dickie
Walker Marine's stockholder's equity was $2,054,065, and the
company has reported net losses for each of its last three fiscal
years.  The Nasdaq Staff determined that the market value of
Dickie Walker's securities as of February 15, 2005 was $5,549,330.

There can be no assurance that the company will be able to regain
compliance with the various listing requirements either before or
after closing of the proposed acquisition of Intelligent Energy,
nor can there be any assurance that the Nasdaq Listing
Qualifications Panel will decide to allow the company to remain
listed on the Nasdaq SmallCap Market.

              About Intelligent Energy Holdings PLC

Intelligent Energy is an energy solutions group with a proprietary
suite of new energy technologies, and is focused on
commercializing energy services in hydrogen generation, fuel
storage and power generation using proton exchange membrane (PEM)
fuel cell technology.  Intelligent Energy's products and
technologies provide solutions for global applications in the
motive, distributed energy, defense and portable markets.  
Additional information about Intelligent Energy can be found at
http://www.intelligent-energy.com/

               About Dickie Walker Marine, Inc.

Dickie Walker Marine, Inc. designs, sources and has manufactured,
markets and distributes authentic lines of nautically-inspired
apparel, gifts and decorative items.  The Dickie Walker brand is a
lifestyle brand of nautically inspired apparel and accessories for
the home, office and boat, which are distributed through specialty
retailers, yacht clubs, resorts, higher-end sporting goods stores,
marinas, coastal stores, catalogs and a branded website.  
Additional information about Dickie Walker Marine can be found at
http://www.dickiewalker.com/

                     Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Dickie
Walker's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Sept. 30,
2004.  The auditors cite the Company's recurring operating losses
and accumulated deficit.


DII INDUSTRIES: John Aldridge Wants to Arbitrate ADR Claims
-----------------------------------------------------------
Pursuant to an order establishing procedures related to claims
arbitration, claimants who were disqualified from payment under a
certain Asbestos Claimant Settlement Agreement had to reserve
their right to engage in alternative dispute resolution procedures
by providing notice on or before December 22, 2004.

The Order also provided that claimants who have properly and
timely served a Dispute Notice will have six months from the date
they were given final notification by the Reorganized Debtors that
their claims had been disqualified under the Settlement Agreement
to initiate ADR Procedures.  The Court ruled that any claimant who
does not initiate an ADR procedure within the ADR Initiation
Period "will be forever barred from doing so" and its claim "will
be disallowed in its entirety for all purposes."

Because the dates on which claimants were given final
disqualification notification differed slightly, thus resulting in
different ADR Initiation Periods, the Court, at the Reorganized
Debtors' request, established a uniform ADR Initiation Date.  
Accordingly, the Court set all arbitrations to commence no later
than April 5, 2005.

More than 20 other plaintiffs' firms, representing more than
6,000 claimants, properly commenced arbitration by the April 5
Deadline.  However, John E. Aldridge, and other claimants
represented by Harvit & Schwartz, L.C., failed to timely comply
with the ADR Initiation Order.

Accordingly, Mr. Aldridge and the other Harvit-represented
Claimants ask Judge Fitzgerald to allow them to belatedly
arbitrate their claims on the grounds of "excusable neglect."

On February 18, 2005, Mark Feczko, Esq., at Kirkpatrick &
Lockhart contacted Harvit & Schwartz to "narrow issues" and
determine if there were any areas of agreement.  More
specifically, the Reorganized Debtors categorized the Claimants'
cases as "previously settled."  William K. Schwartz, Esq., at
Harvit & Schwartz, L.C., in Charleston, West Virginia, however,
relates that on more than one occasion, the Reorganized Debtors
delivered information that the Claimants' cases are not settled
pursuant to the pre-pack settlements, but through a previous
process.

Mr. Schwartz informs the Court that the Debtors had previously
submitted checks to Harvit & Schwartz for the claimants,
indicating those checks as proof of payment.  Mr. Schwartz argues
that none of those checks proved payment since those checks were
payments to other parties.  To date, Mr. Schwartz asserts, the
Reorganized Debtors have failed to prove any payment to Mr.
Aldridge and the other Harvit-represented Claimants.

                    Reorganized Debtors Respond

The Reorganized Debtors contend that Mr. Aldridge and the other
Harvit-represented Claimants had not established a valid basis for
any alleged "excusable neglect," and, therefore, the Claimants'
failure to comply with the Court-ordered deadline should not be
excused and they should be barred from arbitrating their claims
under the Asbestos Claimant Settlement Agreement.

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart Nicholson
Graham, LLP, in New York, asserts that at all times, the
Reorganized Debtors informed Harvit & Schwartz that the provisions
of the Claims Settlement Order and the ADR Initiation Order
applied to the claimants the firm represents.  In addition to the
clear language in the Orders that were served on Harvit &
Schwartz, the Reorganized Debtors' counsel sent the firm an e-
mail message on February 11, 2005, that specifically informed it
that its failure to comply with the April 5 Deadline would result
in its clients' claims being barred.

Mr. Rich clarifies that barring Mr. Aldridge and the other
Harvit-represented Claimants from arbitrating and disallowing
their claims under the Asbestos Claimant Settlement Agreement does
not bar them from being compensated for any asbestos-related
injuries caused by the Reorganized Debtors.  Although they will
not be paid under the Agreement, the Claimants' rights against the
Asbestos PI Trust are not affected and they may submit their
claims to the Trust and be compensated by the Trust provided they
can satisfy the requirements of the Trust Distribution
Procedures, Mr. Rich says.

Headquartered in Houston, Texas, DII Industries, LLC, is the
direct or indirect parent of BPM Minerals, LLC, Kellogg Brown &
Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc.,
Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root
International, Inc., (Delaware), and Kellogg Brown & Root
International, Inc., (Panama).  KBR and its subsidiaries provide a
wide range of services to energy and industrial customers and
government entities in over 100 countries.  DII has no business
operations.  DII and its debtor-affiliates filed a prepackaged
chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No.
02-12152).  Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and
Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the
Debtors in their restructuring efforts. On June 30, 2004, the
Debtors listed $6.255 billion in total assets and $5.295 billion
in total liabilities.  (DII & KBR Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DILIPKUMAR NAIK: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Dilipkumar Gonsaibhai Naik & Priti Dilipkumar Naik
         4112 Wade Avenue
         Chattanooga, Tennessee 37412

Bankruptcy Case No.: 05-13378

Chapter 11 Petition Date: March 31,2005

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtors' Counsel: Harry R. Cash, Esq.
                  Grant, Konvalinka and Harrison
                  Suite 900 Republic Centre
                  633 Chestnut Street
                  Chattanooga, Tennessee 37450
                  Tel: (423) 756-8400
                  Fax: (423) 756-0643

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Days Inn Worldwide, Inc.                                $160,000
1 Sylvan Way
Parsipanny, NJ 07054

Knights Franchise Systems                                $32,000
1 Sylvan Way
Parsipanny, NJ 07054

AmSouth Bank                  Value of collateral:       $34,008
P.O. Box 2224                 $33,000
Birmingham, AL
35246-0007

Larry Stophel                                            $15,600

Discover Card                                            $12,040

Hall Outdoor Advertising                                 $12,000

Bellsouth Advertising                                    $11,000

US Lec                                                   $10,971

Safemark Systems                                         $10,000

US Lec                                                    $8,470

Great American Assurance Co.                              $6,815

Erie Insurance Exchange                                   $5,076

Chattanooga Telephone                                     $2,251

Lamar Advertising                                         $2,100

Hutcheson Medical Center                                  $1,967

Shumacker, Witt                                           $1,700

AI&I                                                        $837


DOBSON COMMS: SEC Concludes Informal Inquiry Without Taking Action
------------------------------------------------------------------
The Securities Exchange Commission has notified Dobson
Communications Corporation (Nasdaq:DCEL) by letter that it has
concluded its informal inquiry of the Company without taking
further action or seeking any relief from Dobson or its largest
shareholder, Dobson CC Limited Partnership.  In October 2004, the
SEC initiated an informal inquiry concerning the timing of
Dobson's disclosure in 2001 that a controlling interest in the
Company was pledged to secure a loan to DCCLP.

Since the SEC inquiry was initiated, Dobson Communications
maintained that it did not expect the inquiry to result in a fine
or other material adverse effect on its business.

The DCCLP loan was restructured in May 2003, eliminating any
change of control risk at Dobson Communications related to a
possible future default by DCCLP.

Dobson Communications -- http://www.dobson.net/-- provides  
wireless phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states.

                        *     *     *
Moody's Investors Service and Standard & Poor's assigned junk
ratings to Dobson Communications':

   -- 8-7/8% senior notes due 2013; and
   -- 10-7/8% senior notes due 2010.


DORAL FINANCIAL: Technical Default Prompts S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term ratings
on Doral Financial Corp. (Doral; NYSE:DRL), including Doral's
long-term counterparty credit rating, which was lowered to 'BB'
from 'BB+'. The ratings remain on CreditWatch Negative, where they
were placed on April 19, 2005.

"The ratings actions follow Doral's announcement that it is in
technical default with two of its bond indentures as a result of
not filing timely first-quarter financial statements," said
Standard & Poor's credit analyst Michael Driscoll.  "The debt is
question totals about $1 billion.  The trustee or the holders of
25% of the outstanding principal amount of the securities can
accelerate the maturity of the debt after providing Doral with a
notice of default."

While the technical default is not in and of itself the reason for
the rating action, it adds a significant amount of uncertainty to
an already adverse operating environment.  Furthermore, the
delayed filing of quarterly results could result in further
defaults with some other lenders under some of Doral's financing
agreements.  Doral is currently in negotiations with those lenders
to obtain waivers related to their financial reporting problems.

In the midst of a financial restatement due to the revaluation of
their interest-only strips, Doral is under an informal SEC
investigation and is a defendant in numerous class-action
lawsuits.  With all this negative attention, regulators and
accountants alike have been scrutinizing all aspects of Doral's
business.

The continuation of the CreditWatch listing reflects Standard &
Poor's concerns over regulatory and legal issues and the extent to
which these issues will affect profitability going forward.  Once
first-quarter financial statements are released, Standard & Poor's
will reassess Doral's business position, including its
profitability, funding stability, and internal controls.


DRESSER INC: Lenders Extend Reporting Deadline Until July 15
------------------------------------------------------------
Dresser, Inc., amended its senior secured credit facility and
received a consent and waiver under its senior unsecured term loan
to extend the required delivery date for its 2004 audited
financial statements and 2005 first quarter unaudited financial
statements to July 15, 2005.  The Company said the extension was
necessary because of delays in finalizing the previously announced
restatements of prior financial statements and completing the 2004
audit.

DRESSER, INC., D.I. LUXEMBOURG S.A.R.L., DRESSER HOLDINGS, INC.,
and DEG ACQUISITIONS, LLC, are the Borrowers under a Credit
Agreement dated as of April 10, 2001 (as amended) arranged by
MORGAN STANLEY SENIOR FUNDING, INC., as Administrative and
Collateral Agent for a large consortium of lenders who are
signatories to the Ninth Amendment, a copy of which is available
at http://tinyurl.com/dgcnoat no charge.   

DRESSER, INC., is also the Borrower under a Senior Unsecured Term
Loan Agreement dated as of March 1, 2004 (as amended), under which
MORGAN STANLEY SENIOR FUNDING, INC. serves as Administrative Agent
for a large consortium of lenders who are signatories to a Second
Consent and Waiver dated as of May 27, 2005, a copy of which is
available at no charge at http://tinyurl.com/bd2ty

                           About the Company

Headquartered in Dallas, Texas, Dresser, Inc. --
http://www.dresser.com/-- is a worldwide leader in the design,  
manufacture and marketing of highly engineered equipment and
services sold primarily to customers in the flow control,
measurement systems, and compression and power systems segments of
the energy industry.  Dresser has a comprehensive global presence,
with over 8,500 employees and a sales presence in over 100
countries worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2005,
Standard & Poor's Ratings Services placed the 'BB-' ratings on
Addison, Texas-based Dresser, Inc., on CreditWatch with negative
implications.  The action follows Dresser's announcement that it
will most likely be delayed in filing its 10-K before
March 31, 2005, and that the company could potentially have
difficulty providing timely 2004 audited financial statements to
its lenders.

Filing delays could result from an ongoing company review
concerning a $10 million adjustment to pretax income and a
$2.4 million decrease to income-tax expense recorded in fourth-
quarter 2003, reported in the company's 2003 10-K.

The company has stated that it will seek waivers from lenders
extending filing deadlines and expects that they will be granted.
Nevertheless, the CreditWatch listing reflects the potential for
ratings to be lowered if the company fails to receive waivers (and
thus potentially violate covenants under the company's senior
secured credit facility, senior unsecured term loan, and
9.37% senior subordinated notes), or if other potential
difficulties arise in the near term that would adversely affect
credit quality.  Standard & Poor's will continue to review these
matters as further information is disclosed, to assess the
potential effect on credit quality before resolving the
CreditWatch listing.


ENERGEM RESOURCES: Files Financial Statements Before Deadlines
--------------------------------------------------------------
Energem Resources Inc. reports its financial results for first
quarter ended Feb. 28, 2005 and year ended Nov. 30, 2004
summarised as follows:

             (Expressed in thousands of US Dollars)

                                Quarters ended February    Years ended November
                                -----------------------    --------------------
                                       (Unaudited)                (Audited)
                                       ----------                 ---------
                                     2005       2004          2004        2003
   Revenue                           64.5       64.3         249.7       152.9
   Net income/(loss)                 13.1        1.5          (9.9)       12.1
   Total assets per balance sheet   347.2      191.1         315.3       198.5

In commenting on the financial results, President and CEO of
Energem, Tony Teixeira, stated:  "We have enhanced shareholder
value through focus on development and acquisition of assets.  
There has been particular focus on acquisition of up stream oil
and gas assets in an increasingly competitive environment where we
have been successful in securing a number of high interest
targets.  The window of opportunity for the acquisition of such
assets of merit is fast closing and in order to ensure our
success, we took a strategic decision in early 2004 to focus a
major part of our energy and available resources to this area in
the periods covered by the above results.  This meant deferring to
a later date the development of markets and other assets which
might otherwise have brought earlier income generation, but all
these income generating opportunities remain with us for the
future.

The successful listing of the company's subsidiary FirstAfrica Oil
plc on the London market and the positive reaction we have seen to
this focussed up stream oil vehicle has been encouraging and
strongly supports our decision to take this strategic direction.  
We are engaged in the finalisation of the acquisition of further
up stream assets and in negotiations with a substantial third
party for the future of our up stream oil assets.  These
negotiations are proceeding well and if successfully concluded, we
expect will add further substantial value for our shareholders."

                     Issuer Cease Trade Order

As reported in the Troubled Company Reporter on Apr. 27, 2005, the
securities commission or regulators may impose an issuer cease
trade order if the Annual Financial Statements are not filed by
June 19, 2005, and the First Quarter Statements are not filed by
June 14, 2005.  An issuer CTO may be imposed sooner if the Company
fails to file its Default Status Reports on time.

Energem Resources Inc. is a natural resources company listed on
the Toronto Stock Exchange with projects in the energy and mining
sectors in a number of African countries.  Energem is committed to
developing niche high margin natural resource projects in Africa
and is currently active in 12 countries. Ventures encompass
diamond mining and mineral exploration, mid-and up-stream oil and
gas projects, energy and mining related manufacturing, trading and
trade finance businesses operating off a common logistics platform
and infrastructure.  The company has offices and logistics and
support infrastructure a number of African countries.


ENESCO GROUP: Breaches EBITDA Covenant Under Bank Credit Facility
-----------------------------------------------------------------
Enesco Group, Inc. (NYSE:ENC) advised Fleet National Bank as agent
under its existing United States credit facility with Fleet
National Bank and LaSalle Bank N.A. that it was not in compliance
with its minimum EBITDA covenant as of April 30, 2005, which was
predominantly due to non-cash accruals related to the timing of
the execution of Enesco's agreement with Precious Moments, Inc.  
The Company also advised Fleet of its need to renegotiate its
financial covenants for May and June 2005 and possibly additional
months during the term of it existing credit facility primarily
because of lower projected sales and lower gross margins during
the same period.  Enesco anticipates beginning negotiations with
Fleet for a waiver of the April 2005 covenant and revised
financial covenants.  There is no assurance that the Company will
be successful in obtaining a waiver or in negotiating revised
covenants.

Enesco is seeking an extension of its previously announced
commitment letter which expired on April 30, 2005, with Fleet
Capital Corporation, operating as Bank of America Business Credit,
for BABC to underwrite a new $100 million global senior revolving
credit facility which will replace the Company's current credit
facility.  Consistent with its negotiations with BABC since
April 30, 2005, Enesco expects that the terms of the prospective
commitment letter will be modified from those of the previously
announced commitment.  There is no assurance that Enesco will be
successful in obtaining an extension or that financing will be
obtained on the terms of the commitment letter.

                     About Enesco Group, Inc.

Enesco Group, Inc. -- http://www.enesco.com/-- is a world leader  
in the giftware, and home and garden decor industries.  Serving
more than 40,000 customers globally, Enesco distributes products
to a wide variety of specialty card and gift retailers, home decor
boutiques as well as mass-market chains and direct mail retailers.  
Internationally, Enesco serves markets operating in Europe,
Canada, Australia, Mexico, Asia and the Pacific Rim.  With
subsidiaries located in Europe and Canada, and a business unit in
Hong Kong, Enesco's international distribution network is a leader
in the industry.  The Company's product lines include some of the
world's most recognizable brands, including Heartwood Creek by Jim
Shore, Walt Disney Company, Walt Disney Classics Collection, Pooh
& Friends, Nickelodeon, Bratz, Halcyon Days, Lilliput Lane and
Border Fine Arts, among others.

                What Happened to Precious Moments?

On May 17, 2005, Enesco entered into an amendment to its License
Agreement with Precious Moments, Incorporated.  The amendment
provides for the transition of responsibilities for the
manufacturing, exporting, importing, distribution, marketing and
selling of the Precious Moments product line from Enesco to PMI.
Pursuant to the amendment, the License Agreement will terminate
on July 1, 2005.  In connection with termination of the License
Agreement on July 1, 2005, Enesco will transfer the U.S. Precious
Moments product inventory and certain other assets, as well as
certain liabilities, related to the Precious Moments business to
PMI. Any payment received by Enesco from PMI for such assets
will offset royalties payable by Enesco on October 1, 2005, as
described below.  Following termination of the License Agreement,
Enesco will provide certain transitional services to PMI with
respect to the Precious Moments business, on an as-needed basis,
through December 31, 2006.

Under the amendment, Enesco agreed to make a royalty payment of
approximately $7,170,000 for periods ending on or prior to
December 31, 2004, payable in an installment of $1,800,000 paid on
March 31, 2005, and installments of approximately $1,790,000 due
on each of July 1, 2005, October 1, 2005 and January 2, 2006.
Under the amendment, the annual minimum royalty for 2005 payable
by Enesco under the License Agreement was decreased from
$15,000,000 to $4,000,000, payable in installments of $2,000,000,
one of which was paid on March 31, 2005 and the second of which is
due on July 1, 2005. Under the terms of the amendment, no further
royalties will be payable by Enesco after 2005.

At March 31, 2005, Enesco's balance sheet showed $187 million in
assets and liabilities totaling $93 million.


ENRON CORP: Bankruptcy Court Okays Sungard Kiodex Settlement
------------------------------------------------------------
Before filing for chapter 11, Enron Net Works, LLC, an indirect
wholly owned subsidiary of Enron Corp., entered into a Co-
Marketing Agreement with SunGard Kiodex, Inc.

The Co-Marketing Agreement limits claims for breach to $1,000,000
and waives all claims for consequential damages.

Enron Net Works Investments, LLC, received 3,799,353 shares of
Kiodex common stock pursuant to a Common Stock Purchase
Agreement.  Kiodex was granted the right to acquire up to
2,500,000 additional shares of common stock for around $1.0009
per share, contingent upon certain events pursuant to a Warrant
Agreement.

On October 10, 2002, Kiodex filed Claim No. 7980 against ENW in
an unliquidated amount.  In addition to fraud, misrepresentation
and fraud in the inducement, Kiodex alleges damages for Enron's
possible rejection or breach of the Co-Marketing, Stock Purchase
and Warrant Agreements.

ENW did not formally object to the Kiodex Claim.  ENW however
informed Kiodex that it objects to the Claim for, among others,
failing to provide any information supporting the claim and the
allegations.  Kiodex asserts it can prove its allegations.

                        Settlement Agreement

To resolve issues concerning the Kiodex Claim, Enron, ENW, ENW
Investments and Kiodex entered into a Settlement Agreement.

The parties agree that:

    a. Kiodex will:

          -- waive and withdraw with prejudice the Kiodex Claim;

          -- consent to the Kiodex Claim being expunged; and

          -- release, waive and relinquish all demands, causes of
             action, liabilities and claims against the Debtors
             relating to the Agreements; and

    b. ENW and ENW Investments will release, waive and relinquish
       all demands, causes of action, liabilities and claims
       against Kiodex arising out of the Agreements.

At the Debtors' request, Judge Gonzalez approves 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.
143; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: SourceNet Wants $953,786 Administrative Claim Allowed
-----------------------------------------------------------------
SourceNet Solutions, Inc., and Enron Corp. entered into a Master
Service Agreement in which SourceNet provided accounts payable
processing and settlement services.

SourceNet continued to provide services to Enron under the Master
Service Agreement after the Petition Date.  SourceNet was not
aware that Enron assumed the Master Service Agreement therefore
presumed that it was rejected pursuant to the Confirmation Order
dated July 15, 2004.

Based on an Invoicing and Payment History between the parties,
SourceNet says, Enron owes it $953,786 for the postpetition
period.  Pursuant to the Master Service Agreement, SourceNet is
permitted to charge, and Enron is obligated to pay, a late
payment charge, computed on a daily basis at the lesser of:

    * a monthly rate of 0.75%, or

    * the highest rate permitted by applicable law, on any amounts
      not paid when due.

SourceNet therefore asserts a $953,786 Administrative Claim, plus
applicable accrued interest through the date of payment of the
amounts due against Enron.  SourceNet asks the Court to allow and
compel Enron to pay the Administrative Claim plus accrued
interest.

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)


ENRON CORP: Wants Court to Allow $700,215 Admin. Claim Payment
--------------------------------------------------------------
Prior to the Petition Date, Longhorn Leasing, Ltd., leased more
than 200 pieces of equipment, primarily high volume copiers, to
Enron Corp. pursuant to a Master Lease Agreement and other
numerous supplemental schedules.

Janice B. Grubin, Esq., at Wormser, Kiely, Galef & Jacobs LLP, in
New York, relates that all lease agreements provided for an
original term, after which a one-year renewal term ensued unless
Enron provided written notice of non-renewal.  After that renewal
period expired, Enron could renew the lease for an additional
one-year term, or Enron and Longhorn could negotiate a month-to-
month lease, which was done on a case-by-case basis.

Enron rejected the Lease Agreements on April 10, 2002, generating
amounts owed to Longhorn for rents and taxes due under Lease
Agreements.

However, Enron fraudulently and improperly rejected the Leases,
and had been using the equipment continuously since long before
filing its bankruptcy petition and subsequent to the Lease
Rejection Date, Ms. Grubin asserts.

Enron paid Harris County personal property taxes for 2002, Ms.
Grubin points out.  "If Enron had been using the equipment solely
through and up to the Lease Rejection Date and had no use for and
asserted no ownership interest in the Equipment, consistent with
its representations . . . then Enron would not have paid the
Harris County personal property taxes as it did."

Accordingly, Longhorn believes Enron remains responsible for all
continuing rents, costs and expenses pursuant to the Master
Agreement relating to its use of the Equipment.  Longhorn
estimates that some of those costs now aggregate $700,215.

By this motion, Longhorn asks the U.S. Bankruptcy Court for the
Southern District of New York to:

    a. allow, and compel the immediate payment of its
       administrative expense claim for $700,215, plus legal fees,
       costs and interest; and

    b. vacate the order approving Enron's rejection of Longhorn's
       leases.

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)


ENTERGY NEW ORLEANS: Fitch Removes Rating Watch Negative Status
---------------------------------------------------------------
Fitch Ratings has removed the ratings of Entergy New Orleans Inc.
from Rating Watch Negative status and affirms the ratings as
follows:

   -- Senior secured debt 'BBB';
   -- Preferred stock 'BB+';

The Outlook is Stable.

The rating affirmation and the Stable Outlook reflect the
substantial improvement in the credit quality over the past 18
months due to a $30.2 million increase in rates approved by the
City Council of New Orleans in September 2003.  The ratings also
take into consideration ENOI's modest risk profile as a regulated
utility and limited commodity price exposure due to fuel and
purchase power adjustment mechanisms.

Regulatory risk continues to be a concern.  While recent rate
decisions from the City Council of New Orleans have been
constructive, historically regulatory treatment has been
inconsistent and highly politicized.  Since the City Council is an
elected body, the regulatory climate is likely to remain
challenging.

ENOI credit quality is also greatly affected by that of its parent
and affiliates due to Entergy's centralized treasury and electric
operations.  The linkage is especially strong with affiliate,
System Energy Resources, Inc. (SERI, senior secured 'BBB' by
Fitch) as ENOI buys a significant portion of its power from SERI,
the owner of the Grand Gulf nuclear facility.  Additionally, in
the event SERI's revenues do not cover its obligations, ENOI is
responsible for roughly one-quarter of the shortfall.

ENOI, a wholly owned subsidiary of Entergy Corp., is engaged in
the generation, sale, distribution, and transmission of
electricity, as well as the distribution and sale of natural gas
to approximately 190,000 customers in the City of New Orleans.


EXIDE TECH: Agrees to Allow BTM Capital's Claim for $1 Million
--------------------------------------------------------------
On March 15, 1996, Reorganized Exide Technologies and its debtor-
affiliates and BTM Capital Corporation, formerly known as BOT
Financial Corporation, entered into a Master Loan and Security
Agreement, the Loan Schedule No. One to the Loan Agreement, which
includes a schedule listing the equipment that was financed to the
Loan Schedule.

On March 29, 1996, the Reorganized Debtors executed in favor of
BTM a promissory note for $7,137,047 for amounts that BTM
advanced pursuant to the Agreement, the Loan Schedule and the
Supplemental Security Agreement relating to the Loan Schedule.

James F. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, relates that in 2002,
BTM sought to lift the automatic stay relating to the Equipment,
and the Reorganized Debtors opposed that request.

Subsequently, the parties entered into a stipulation to lift
automatic stay.  The Court-approved Stipulation also provided
that the Reorganized Debtors would make adequate protection
payments to BTM.

In 2003, BTM filed a proof of claim asserting a secured claim for
$1,657,202.

The parties have held discussions to amend the Agreement, the
Loan Schedule and the Note as well as resolve BTM's claim.

Accordingly, the parties agree, with the U.S. Bankruptcy Court for
the District of Delaware's consent, that:

   1) The Loan Documents are secured financing transactions and
      are not "true leases";

   2) The Amended Agreement is approved for all purposes;

   3) The Original Stipulation is deemed terminated as of
      October 31, 2004; and

   4) BTM is allowed a secured claim in Class P2-Other Secured
      Claims, as of November 1, 2004, for $1,075,590.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  

                        *     *     *

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service placed the ratings for Exide
Technologies, Inc. and its foreign subsidiary Exide Global
Holdings Netherlands CV on review for possible downgrade.

Management announced that a preliminary evaluation of Exide's
results for the fourth quarter ended March 2005 strongly indicates
that the company will be in violation of its consolidated adjusted
EBITDA and leverage ratios as of fiscal year end.  Moody's
considers this is a significant event, given that these covenants
were all very recently reset during February 2005 in connection
with Exide's partial refinancing of its balance sheet.

The company has initiated amendment negotiations with its lenders,
but will not have access to any portion of the $69 million of
unused availability under its revolving credit facility until the
amendment process is completed.  Exide had approximately
$76.7 million of cash on hand as of the March 31, 2005 fiscal year
end reporting date.  However, this amount had declined to about
$42 million as of May 17, 2005 due to the company's use of cash to
fund seasonally high first quarter working capital needs, as well
as approximately $8 million in pension contributions and a
required $12 million payment related to a hedge Exide has in
effect.

These ratings were placed on review for possible downgrade:

   -- Caa1 rating for Exide Technologies' $290 million of proposed
      unguaranteed senior unsecured notes due March 2013;

   -- B1 ratings for approximately $265 million of remaining
      guaranteed senior secured credit facilities for Exide
      Technologies and Exide Global Holdings Netherlands CV,
      consisting of:

      * $100 million multi-currency Exide Technologies, Inc.
        shared US and foreign bank revolving credit facility due
        May 2009;

      * $89.5 million remaining term loan due May 2010 at Exide
        Technologies, Inc.;

      * $89.5 million remaining term loan due May 2010 at Exide
        Global Holdings Netherlands CV.;

      * Euro 67.5 million remaining term loan due May 2010 at
        Exide Global Holdings Netherlands CV.;

   -- B2 senior implied rating for Exide Technologies, Inc.;

   -- Caa1 senior unsecured issuer rating for Exide Technologies,
      Inc.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'B-' from 'B+', and placed the
rating on CreditWatch with negative implications.  The rating
action follows Exide's announcement that it likely violated bank
financial covenants for the fiscal year ended March 31, 2005.

Lawrenceville, New Jersey-based Exide, a manufacturer of
automotive and industrial batteries, has total debt of about $750
million.

The covenant violations would be a result of lower-than-expected
earnings.  Exide estimates that its adjusted EBITDA for the fiscal
year ended March 31, 2005, will be only $100 million to $107
million, which is substantially below the company's forecast and
40% below the previous year.  The EBITDA shortfall stemmed from
high lead costs, low overhead absorption due to an inventory
reduction initiative, other inventory valuation adjustments, and
costs associated with accounting compliance under the Sarbanes-
Oxley Act.  Exide is working with its bank lenders to secure
amendments to its covenants.

"The company continues to be challenged by the dramatic rise in
the cost of lead, a key component in battery production that now
makes up about one-third of Exide's cost of sales," said Standard
& Poor's credit analyst Martin King.


FALCON PRODUCTS: Six Creditors Transfer $545,383 of Claims
----------------------------------------------------------
From May 4 through May 31, 2005, six creditors transferred
their claims, aggregating $545,383, against Falcon Products, Inc.
to ASM Capital, L.P., and Debt Acquisition Company of America V,
LLC.

   Transferor           Transferee        Claim No.    Amount
   ----------           ----------        ---------    ------
Lathrop & Gage LC       ASM Capital, L.P.    371      $35,308

Staffing Solutions      ASM Capital, L.P.     90     $257,442

Valley Forge Fabrics    ASM Capital, L.P.     26     $250,369

AAIM Management ASC     Debt Acquisition     101       $1,080
                        Company of America
                        V, LLC

American Standard       Debt Acquisition     102         $656
Printing                Company of America
                        V, LLC

Mei Charlton Inc.       Debt Acquisition     105         $528
                        Company of America
                        V, LLC

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


FALKE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Falke, Inc.
        8206 Thomas Ashleigh Lane
        Clifton, Virginia 20124

Bankruptcy Case No.: 05-00856

Chapter 11 Petition Date: May 31, 2005

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Darrell W. Clark, Esq.
                  Katherine M. Sutcliffe Becker, Esq.
                  Stinson, Morris & Hecker, LLP
                  1150 18th Street, Northwest, Suite 800
                  Washington, DC 20036-3816
                  Tel: (202) 785-9100
                  Fax: (202) 785-9163

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Flooring Solutions, Inc.                        $571,013
   45965 Nokes Boulevard, Suite 120
   Sterling, VA 20166

   Dynalectric Company                             $434,981
   22930 Shaw Road, Suite 100
   Dulles, VA 20166

   Interstate Service Company, Inc.                $353,601
   4101 Utah Avenue
   Brentwood, MD 20722

   Perlectric Inc.                                 $193,380

   Delta Painting/Wallcovering                     $168,577

   JP Construction                                 $161,558

   Journeyman Mechanical Contractors, Inc.         $146,959

   InTown Restorations                             $125,908

   JRM Drywall & Finishing, Inc.                   $117,594

   G&R Painting, Inc.                              $117,520

   Eight Day Design, Inc.                          $111,942

   Tipton Electric Inc.                            $109,777

   A&K Plumbing, Inc.                              $100,950

   City Floors                                      $91,448

   TD Industries                                    $91,350

   M/A Electric LLC dba Tower-Davis Electric        $90,156

   Executive Drywall Inc.                           $84,232

   Capital Commercial Flooring                      $83,471
   
   Del Ray Glass Company Inc.                       $76,096
   
   Freestate Electrical Construction                $75,798


FINOVA GROUP: March 31 Balance Sheet Upside-Down by $519 Million
----------------------------------------------------------------
A full-text copy of The FINOVA Group's Quarterly Report on Form
10-Q for the quarter ended March 31, 2005, is available for free
at the Securities and Exchange Commission at:

   http://www.sec.gov/Archives/edgar/data/883701/000119312505100865/d10q.htm

                      The FINOVA Group, Inc.
          Unaudited Condensed Consolidated Balance Sheet
                       As of March 31, 2005
                          (In Thousands)

                              Assets

Current Assets:
   Cash and cash equivalents                           $276,922
   Restricted cash - impermissible restricted pmts.      57,797

Financing Assets:
   Loans and other financing contracts, net             339,464
   Direct Financing leases                               99,861
                                                      ---------
Total financing assets                                  439,325

Reserve for credit losses                               (81,472)
                                                      ---------
Net Financing assets                                    357,853

Other Financial Assets:
   Operating leases                                      69,033
   Assets held for sale                                  34,925
   Assets held for the production income                 31,528
   Investments                                           27,920
                                                      ---------
Total other financial assets                            163,406
                                                      ---------
Total Financial Assets                                  521,259

Other assets                                             27,650
                                                      ---------
Total Assets                                           $883,628
                                                      =========

               Liabilities and Stockholders' Equity

Liabilities:
   Berkadia loan                                              -
   Senior Notes, net                                 $1,300,925
   Senior debt - Predecessor Company                          -
   Interest payable                                      52,957
                                                      ---------
Total debt                                            1,810,398

Accounts payable and accrued expenses                    46,344
Deferred income taxes, net                                2,427
                                                      ---------
Total Liabilities                                     1,402,653

Stockholders' Equity:
   Common Stock                                           1,259
   Additional capital                                   113,140
   Accumulated deficit                                 (633,218)
   Accumulated other comprehensive (loss) income            330
   Common stock in treasury                                (536)
                                                      ---------
Total Stockholders' Equity                             (519,025)
                                                      ---------
Total Liabilities and Stockholders' Equity             $883,628
                                                      =========


                       The FINOVA Group, Inc.
    Unaudited Condensed Statements of Consolidated Operations
                Three Months Ended March 31, 2005
                          (In Thousands)

Revenues:
   Interest income                                      $10,138
   Rental income                                          3,913
   Operating leases income                               10,679
   Fees and other income                                  3,572
                                                      ---------
Total Revenues                                           28,302

Interest expense                                        (47,907)
Operating lease and other depreciation                   (2,469)
                                                      ---------
Interest Margin                                         (22,074)

Other Revenues and (Expenses):
   Reversal of provision for credit losses               20,410
   Net gain on financial assets                          16,113
   Portfolio expenses                                    (2,338)
   General & Administrative expenses                    (12,627)
                                                      ---------
Total Other Revenues and (Expenses)                      21,558

Income from continuing operations before
   Income taxes and preferred dividends                    (516)
   Income tax expense                                         -
                                                      ---------
Net Income                                                ($516)
                                                      =========


                       The FINOVA Group Inc.
    Unaudited Condensed Statements of Consolidated Cash Flows
                Three Months Ended March 31, 2005
                          (In Thousands)

Operating Activities:
Net Income                                                ($516)

Adjustment to reconcile net income to net
   cash provided by operating activities:
   Reversal of provision for credit losses              (20,410)
   Net cash gain on disposal of financial assets        (14,283)
   Net non-cash (gain) charge off of financial assets    (1,830)
   Depreciation and amortization                          2,668
   Deferred income taxes, net                              (315)
   Fresh-start accretion - assets                          (636)
   Fresh-start discount amortization - Senior Notes      10,763

Change in assets and liabilities:
   Decrease in other assets                                 831
   Decrease in accounts payable and accrued expenses    (16,182)
   Increase in interest payable                          32,215
                                                      ---------
Net Cash Used by Operating Activities                    (7,695)

Investing Activities:
   Proceeds from disposals of leases and other assets    11,471
   Proceeds from sales of investments                     1,860
   Proceeds from sales of loans and financing leases      1,895
   Collections from financial assets                     99,920
   Fundings under existing customer commitments          (3,671)
   Recoveries of loans previously written-off             5,073
   Deposits of impermissible restricted payments
      into restricted cash account                      (15,621)
                                                      ---------
Net Cash Provided by Investing Activities               100,927

Financing Activities:
   Repayments of Berkadia Loan                                -
   Repayments of Senior Notes                          (296,795)
                                                      ---------
Net Cash Used by Financing Activities                  (296,795)

Decrease in Cash and Cash Equivalents                  (203,563)

Cash and Cash Equivalents, beginning of period          480,485
                                                      ---------
Cash and Cash Equivalents, end of period               $276,922
                                                      =========

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., represents the Debtors.  FINOVA
has since emerged from Chapter 11 bankruptcy.  Financial giants
Berkshire Hathaway and Leucadia National Corporation (together
doing business as Berkadia) own FINOVA through the almost
$6 billion lent to the commercial finance company.  (Finova
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLINTKOTE CO: Wants Asbestos PI Settlement Fund Established
-----------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the U.S.
Bankruptcy Court for the District of Delaware to establish a
qualified settlement fund to serve as the repository of certain
funds they will receive that will ultimately be paid to holders of
allowed asbestos claims.  The Official Committee of Asbestos
Personal Injury Claimants and the Legal Representative of Future
Asbestos Claimants support the Debtors' request.

                      Fund Purpose and Need

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, contends that the
establishment of the Fund may also facilitate insurance coverage
settlement negotiations with Flintkote's insurers by providing a
mechanism to assure that funds paid under certain settlement
circumstances will be used for claims resolutions costs.  The Fund
will be used solely to resolves claims described in Treasury
Regulation Sec. 1.468B-1(c)(2).

The Debtors, the Asbestos PI Committee and the Futures
Representative intend to file a chapter 11 plan that will provide
for the amounts in the Fund to be assigned or contributed into a
trust established pursuant to Sec. 524(g) of the Bankruptcy Code
to resolve asbestos personal injury claims.

Ms. Jones asserts that the Debtors need the Fund because certain
funds received from insurers is considered income for federal and
state tax purposes.  In tax years prior to 2005, expenditures made
to resolve claims were available as deductions from the taxable
insurance recovery income.  Having filed for bankruptcy
protection, however, and absent a confirmed plan or
reorganization, Flintkote cannot yet expend funds to resolve
claims to get deductions from insurance proceeds income.  As a
general rule, a taxpayer is not permitted to take a deduction for
amounts paid to defend or satisfy tort-based liabilities until the
taxpayer actually pay those liabilities.  

Without the court order requested, the Debtors would likely have
to recognize the receipt of insurance funds as income and pay
taxes on those funds.  

            Asbestos Claims & Insurance Settlement Fund

There are currently in excess of 155,000 asbestos personal injury
claims asserted against the Debtors.  The Debtors, the Asbestos PI
Committee, and the Futures Representative, anticipate that the
Debtors' aggregate liability for asbestos personal injury claims
is likely to exceed their aggregate assets, including rights to
insurance.

In Nov. 2004, the Debtors received cash and marketable securities
with a market value of approximately $90 million pursuant to a
prepetition insurance coverage settlement.

                       Fund Administration

The Debtors want  permission to establish the Fund as a segregated
account at Wachovia Bank Safekeeping.  The Debtors plan to deposit
the Insurance Settlement and other subsequently received Fund
Assets into the Fund.  The Debtors want Eric Bower, their
Executive Vice President and Chief Financial Officer, and David
Gordon, Flintkote's Chief Executive Officer and Mines' President
and Secretary, to administer the Fund.  The Administrators can
invest the amounts deposited in the Fund  

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


FORTE CDO: Moody's Confirms $5.7 Million Securities' Ba3 Rating
---------------------------------------------------------------
Moody's Investors Service announced today that it had confirmed
the rating of the US $5,700,000 Series II Combination Securities
Due 2013 issued by Forte CDO (Cayman) Ltd.

According to Moody's, this action is the result of stabilization
in the condition of the collateral pool.

Issuer: Forte CDO (Cayman) Ltd.

   * Rating Action: Confirmation

   * Class Description: U.S. $5,700,000 Series II Combination
                        Securities Due 2013

   * Prior Rating: Ba3 (under review for downgrade)

   * Current Rating: Ba3


GASEL TRANSPORTATION: March 31 Balance Sheet Upside Down by $1.3MM
------------------------------------------------------------------
Gasel Transportations Lines, Inc. (OTCBB:GSEL) reported results
for the first quarter ended March 31, 2005.  For the three months
ended March 31, 2004, freight income revenue totaled $3,461,880
and training school revenue was $178,385 for combined revenue of
$3,640,265, representing a 3.41% decline from prior year combined
revenue of $3,768,796.  Management attributes this slight decline
to a decrease in the number of trucks that the Company was
operating, as compared to the same period last year.  The fleet
reduction was a strategic action taken to shed excessive operating
costs, decrease debt, and improve driver retention.

Net Income and EPS for Q1, 2005 rose by 18.43% from $50,017 in
fiscal Q1, 2004 to $59,233 during fiscal Q1, 2005.  Total
Operating Expenses for the third quarter of 2004 were reduced by
12.03% from $525,475 to $462,217.  The reduction in Operating
Expenses was greater than the percentage decrease in freight
revenues, and was the result of a reduction in the general and
administrative expenses compared to the prior year as the Company
downsized its personnel and associated costs as a compensating
measure to declining revenues, and from a reduction in garage
expenses as the Company was operating fewer of its own tractors
and trailers than in the prior year.

"We are pleased with our recent financial results," Mike Post,
Gasel's President & CEO, said.  "We would have liked to see
revenues begin to respond in a more concerted fashion, but the
Company's financial position is the strongest in recent years.  We
continue to see substantial reductions in operating expenses and
now that the reorganization proceedings are mostly behind us, we
expect to translate this expense reduction to increase Net Income
and shareholder value.  It is particularly encouraging to see the
Company generate approximately the same amount of revenue compared
to last year with a smaller fleet, which management believes is
further evidence of our improved productivity.  The Company is
well-positioned to take advantage of its renewed financial
strength and we intend to execute an aggressive strategy of growth
to ensure the long-term viability of the Company."

At March 31, 2005, Gasel Transportation's total liabilities exceed
its total assets by $1,265,555.

Headquartered in Marietta, Ohio, Gasel Transportation Lines, Inc.  
-- http://www.gasel.net/-- is a national long and regional haul    
truckload common and contract carrier, and provides logistic  
services throughout the continental United States and Canada.  The  
Company filed for chapter 11 protection on May 19, 2003 (Bankr.  
S.D. Ohio Case No. 03-57447).  Grady L Pettigrew, Jr., Esq., at  
Cox Stein & Pettigrew Co LPA, represents the Debtor in its  
restructuring efforts.  The Court confirmed the Debtor's Amended
Plan of Reorganization on Dec. 30, 2004.

                        Delaware Merger

Subsequent to the approval and confirmation of the Debtor's Plan
of Reorganization, as contemplated by the confirmed plan, the
Debtor has completed the merger into a new Delaware corporation
with the same name, Gasel Transportation Lines, Inc.  Upon
effectiveness of the merger on May 3, 2005, each common share, no
par value, of the Company was converted into one share of common
stock, par value $.001 per share, of the surviving Delaware
corporation.  All of the Company's assets became the assets of the
surviving Delaware corporation, as did all of the liabilities,
contracts, and obligations of the Company.  The officers and
directors of the Company following the merger are the same as the
officers and directors of the Company prior to the merger.

Each existing shareholder of the merged Ohio corporation continues
to own a like amount of common stock in the surviving Delaware
corporation.  The exchange of shares in the Company's Ohio
predecessor for shares in the surviving Delaware corporation was
exempt from registration under the Securities Act of 1933, as
amended, and shares of the surviving Delaware corporation received
in the merger continue to have the same resale rights as the
shares previously held in the merged Ohio corporation (restricted
shares would continue to be restricted).

Upon completion of the merger, the Company now has 100,000,000
shares of common stock, par value $.001 per share, as well as
10,000,000 preferred shares, par value $.001 per share, authorized
for issuance.


GATE GOURMET: Threatens Bankruptcy if Workers Reject Pay Cuts
-------------------------------------------------------------
Union members working for airline caterer Gate Gourmet are voting
whether or not to take deep cuts in wages and benefits sought in a
final proposal made by the company.  Today, June 2, 2005, UNITE
HERE, The International Brotherhood of Teamsters, and Transport &
General Workers' Union (T&G) will announce the results of voting
in the U.S. and detail the status of negotiations with Gate
Gourmet in the U.K. in a joint press release and with events
taking place in New York and London.

Gate Gourmet has threatened workers that a rejection sets the
stage for bankruptcy.  Gate Gourmet holds a $2,752,796 general
unsecured claim against United Airlines.  A bankruptcy for the
caterer would cause tragic conditions for the air travel industry
to spread from the bankrupt airline all the way to its supplier.  
Should Gate Gourmet file for bankruptcy protection, the crisis
would touch nearly every sector of employment in the industry,
from pilots to dishwashers.

The International Brotherhood of Teamsters and UNITE HERE
represent over 6,000 workers at Gate Gourmet kitchens located
throughout U.S. airports and Amtrak stations.  Gate Gourmet
employees have been working without an amended contract since June
2004.


GLOBAL CONCEPTS: Recurring Losses Trigger Going Concern Doubts
--------------------------------------------------------------
Bagell, Josephs & Company, LLC, expressed substantial doubt about
Global Concepts Ltd.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.  The auditing firm points to the Company's
substantial losses from operations and working capital deficit.

The Company's ability to continue as a going concern is contingent
upon its ability to secure adequate financing.  The Company plans
to raise additional capital in the future; however there are no
assurances that such plan will be successful.

                      Results of Operations

In the second half of 2004 the Company acquired its three
operating subsidiaries:

    (1) Advanced Medical Diagnostics LLC,

    (2) Compagnie Logistique de Transports Automobiles, and

    (2) J&J Marketing, LLC.

Advanced Medical Diagnostics has not generated any revenue to
date.  The revenue and expenses of J&J Marketing are negligible.  
Accordingly, the results of operations reported for the first
quarter of 2005 effectively represent the results of CLTA.  The
results of operations for the first three months of 2004
represented consulting services provided by Global Concepts'
management, and are not comparable to the 2005 operations.

During the quarter ended March 31, 2005, the Company reported
gross revenue of $9,954,000, almost entirely from CLTA.  It
incurred $8,341,000 in direct costs in producing those revenues,
yielding a gross profit of $1,613,000.  The gross margin of 16.2%
realized in the quarter was typical of the margin that can be
expected from the services performed by CLTA for Peugeot and
Citroen, since those revenues are primarily realized from a fixed
price contract.  In February, however, the Company acquired a
fleet of trucks that it will provide to CLTA to utilize in
expanding its business.  The expansion will, in part, involve new
customers and new contracts.  

The operations of CLTA yielded a net profit of $602,000.  However,
because Global Concepts owns only 82% of the capital stock of CLTA
(increased from 60% at December 31, 2004), a reduction of $108,000
attributable to the "minority interest" was recorded on Global
Concepts' statements of operations.  Nevertheless, the Company
realized operating income of $249,000, even after deduction of the
minority interest.

Global Concepts incurred an "interest expense" of $266,000 during
the first quarter of 2005. Approximately $150,000 was attributable
to the value of the beneficial conversion feature in the
$1,500,000 note issued to Cornell Capital Partners during the
quarter.  In addition, $100,000 of the interest expense was
attributable to amortization of the discount given to Cornell
Capital Partners when it purchased the note from Global Concepts
for $900,000.  The remaining $500,000 of the discount will be
similarly expensed over the life of the note.  The note terminates
on January 26, 2006.

               Liquidity and Capital Resources

Global Concepts at March 31, 2005 had a working capital deficit of
$2,828,000, in part due to liabilities in excess of $1.2 million
continuing from the period prior to its acquisition of CLTA.  CLTA
itself has adequate working capital to carry on its operations,
primarily because Global Concepts has incurred debt in the past
several months to fund contributions to the capital of CLTA.

In November and January the Company borrowed $900,000 from Cornell
Capital Partners, primarily to fund its acquisition of CLTA and
the purchase of a fleet of vehicles for use by CLTA.  Because
Global Concepts is unable to borrow on conventional terms, it was
forced to give Cornell Capital Partners a note in the principal
amount of $1,500,000 in exchange for the $900,000 loan.  Payments
of $250,000 per month will be due on that note commencing in
August 2005.  Global Concepts hopes to satisfy those payments by
issuing common stock to Cornell Capital Partners; but Cornell
Capital Partners has not committed to accept shares in
satisfaction of the debt.

Global Concepts also owes $2,499,000 to the family of its founder,
resulting from loans made to fund the operations of Global
Concepts during the past five years.  That debt is now represented
by a debenture bearing interest at 6% that is convertible into
common stock at the market price.  The principal and interest on
the debenture are payable on January 1, 2009.
                                                                -
Global Concepts realized net cash flow of $194,000 during the
first quarter of 2005, entirely from the operations of CLTA.  
However, because of the working capital requirements of CLTA and
certain covenants limiting its use of its cash, CLTA distributes
only $10,000 per month to Global Concepts.  This situation
severely limits the ability of Global Concepts to settle the
obligations that remain from prior years.  Because of these
liabilities, the financial condition of Global Concepts will
remain precarious until it is able to leverage its ownership of
CLTA into a source of significant liquidity, either through
enhanced cash flow from CLTA or financing based on its interest in
CLTA.

                        Note Payable

In March of 2005, the Company borrowed $125,000 from a director of
the company repaying $100,000 with a remaining balance of $25,000
at March 31, 2005.

At the same time, the Company borrowed $400,000 from another
publicly traded entity whose Chief Executive Officer is also the
Chief Executive Officer of Global Concepts, Inc.  The loan bears
interest at the rate of 10% per annum.  The interest is to be paid
on the first day of each month, commencing April 2005.  The note
is to be repaid in eleven monthly installments of $33,333
commencing on June 1, 2006.  A final payment in the amount of
$33,337 is due on May 1, 2007.

                       Promissory Note

On January 26, 2005 the Company issued a $1,500,000 promissory
note to Cornell Capital Partners in exchange for $500,000 cash and
retirement of $400,000 in prior debt. Additionally, the company
discounted the note by  $600,000.  This discount on the note is
being amortized on a straight line basis with the amortization
being recognized as interest expense.  The unamortized discount on
the note at March 31, 2005 was $ 500,000.   The promissory note
bears interest at the rate of 12% per annum with monthly principal
payments of $250,000 plus accrued interest to be paid commencing
August 26, 2005 through January 26, 2006.

                        About the Company

Global Concepts, Ltd. is a publicly traded company whose major
subsidiary Compagnie Logistiquede Transports Automobiles, prepares
thousands of new cars for delivery for Peugeot and Citroen, and
has 60 car-carriers doing actual deliveries throughout Europe.  
One of CLTA's divisions, TransCuisinier moves containerized
freight throughout France, at night, for all the major
international airfreight forwarders including UPS, FEDEX and DHL.

In the U.S., the Company has two divisions.  J&J Marketing has
designed a line of skin treatment creams that contain no chemical
additives or preservatives, for use by both men and women.  It's
marketed under the brand name Savage Beauty. The other Advanced
Medical Diagnostics, LLC, has designed a low-cost home-testing kit
for AIDS.

At Mar. 31, 2005, Global Concepts Ltd.'s balance sheet showed a
$2,810,000 stockholders' deficit, compared to a $2,912,000 deficit
at Dec. 31, 2004.


GLOBAL CROSSING: March 31 Balance Sheet Upside-Down by $30 Million
------------------------------------------------------------------
Global Crossing (NASDAQ: GLBC) reported financial results for the
first quarter of 2005.

"Global Crossing's first quarter results continue to prove our
execution against a focused business plan that is accelerating our
pace toward profitability," said John Legere, Global Crossing's
chief executive officer.  "Just as initiatives to streamline and
focus our UK business yielded significant improvements in its 2004
results, likewise those same initiatives are now producing results
for Global Crossing's consolidated business, particularly with
respect to gross margins and Adjusted EBITDA."

                              Revenue

Revenue for the first quarter of 2005 was $526 million,
representing a sequential decline of approximately 8 percent
compared with the fourth quarter of 2004, when revenue was
reported at $573 million, and a year-over-year decline of 21
percent compared with first quarter of 2004, when revenue was
reported at $666 million.

"At the end of 2004, we chose to concentrate on higher-margin
revenues from our core IP services, resulting in lower total
revenues," continued Mr. Legere.  "The result has been a
significant improvement in gross margins, both as a percentage of
revenue and in terms of absolute dollars, as well as steady
growth in those core revenues."

Revenue in the company's "invest and grow" category -- that is,
Global Crossing's core businesses serving global enterprise,
government, collaboration and carrier data customers through
direct and indirect channels -- grew to $273 million in the
current period, up from $271 million in the fourth quarter of
2004 and $268 million in the first quarter of 2004.  "Invest and
grow" revenue from the company's Global Crossing (UK)
Telecommunications subsidiary declined by $3 million to $111
million when compared to the fourth quarter of 2004, while such
revenue from operations outside of the UK increased sequentially
by $5 million to $162 million.  When comparing year-over-year,
GCUK experienced an "invest and grow" revenue decline of $3
million, while the rest of the company's operations increased
revenues by $8 million in this revenue category.

As a result of restructuring activities initiated in 2004, Global
Crossing's "manage for margin" revenue declined by 17 percent
sequentially, from $264 million in the fourth quarter of 2004 to
$219 million in the first quarter of 2005.  This category of
revenue, which comprises Global Crossing's wholesale voice
business, is one that management will continue to manage closely
in order to increase profitability.  Wholesale voice revenue
declined 38 percent when compared to the first quarter of 2004,
when this category contributed $351 million in revenue.

"Shifting our revenue mix to include a greater percentage of core
services revenue is a key component of our global strategy, one
that will yield more stable and more profitable recurring revenue
in the long term," said Mr. Legere.  "Our first quarter results,
including both the revenue mix and our successful disposition of
non-core businesses, attest to our continued focus on our niche,
providing higher-margin IP services to global enterprises."

On May 3, 2005, the company announced completion of the sale of
its trader voice business, generating $22 million in net cash
proceeds.  Additionally, on March 21, 2005, the company announced
an agreement to sell its small business group for expected net
cash proceeds of $35 million.  Global Crossing expects to
complete the sale of SBG in the third quarter.  The sales of both
businesses align with the company's plan to de-emphasize non-
strategic areas of its business, including the small-to-medium-
sized enterprise space and specialized trader voice services,
while continuing to enjoy revenue from these market segments
through indirect sales by its partners.  Together, the
anticipated net sales proceeds from trader voice and SBG total
$57 million, an amount included in the company's 2005 cash
guidance of $60 to $80 million to be generated from sales of non-
core assets, marketable securities and indefeasible rights of
use.

                           Gross Margin

Gross margin as a percentage of revenue improved significantly in
the first quarter of 2005 to 39 percent, compared with 36 percent
for the fourth quarter of 2004 and 28 percent for the first
quarter of 2004.  Gross margin dollars remained flat sequentially
and increased from $187 million in the first quarter of 2004 to
$206 million in the first quarter of 2005, despite a revenue
decline of $140 million.

Within the "invest and grow" category, gross margins were
$149 million or 54 percent of "invest and grow" revenue in the
first quarter of 2005.  This compares with $153 million or 56
percent of this revenue category in the fourth quarter of 2004,
and $133 million or 50 percent of such revenue in the first
quarter of 2004.  Gross margins at GCUK declined $7 million
sequentially to $77 million.  Of this decline, $2 million was
attributable to GCUK's sequential revenue decline, while the
balance reflected the impact of one-time net cost of access
credits of $5 million in the fourth quarter of 2004.  The $7
million sequential decline in GCUK's gross margins in the "invest
and grow" category was partially offset by a $3 million increase
to $72 million in "invest and grow" gross margins for Global
Crossing's business in the rest of the world.  The year-over-year
increase in consolidated "invest and grow" gross margins
comprised an $18 million increase in contribution from the rest
of the world, partially offset by a $2 million reduction from
GCUK.

Gross margins for the "manage for margin" category improved
significantly in the first quarter of 2005 to 17 percent of
revenue or $38 million in absolute terms, despite a revenue
decline of $132 million year-over-year.  This compares with 13
percent of revenue or $33 million in the fourth quarter of 2004
and 9 percent of revenue or $31 million in the first quarter of
2004.

Global Crossing lowered its cost of access charges by 13 percent
sequentially, to $320 million in the first quarter of 2005, from
$367 million in the fourth quarter of 2004.  Cost of access
declined 33 percent when compared to the first quarter of 2004,
when cost of access was reported at $479 million.

The sequential and year-over-year reductions in access costs
resulted primarily from lower wholesale voice volume, continued
improvement in access costs associated with all business
categories, and the company's strategic shift toward a greater
ratio of higher-margin IP services revenue, which relies to a
lesser extent on the services of access providers.  The company
continues to aggressively manage its access spending by
optimizing its access network, leveraging its wide array of
access vendors, and extending its network closer to the customer.

                        Operating Expenses

Operating expenses for the first quarter of 2005 were $208
million, compared with $198 million in the fourth quarter of 2004
and $193 million for the first quarter of 2004.  The sequential
operating expense increase reflects an $11 million net increase
in restructuring charges, an $8 million increase in non-income
related taxes, and a $5 million increase in non-cash stock
compensation expense.  These items were partially offset by an $8
million reduction in professional fees, a $5 million medical
contribution excess, and a $2 million legal settlement gain.

The year-over-year increase resulted primarily from a $24 million
increase in the company's non-cash real estate restructuring
reserve, an $8 million increase in non-cash stock compensation
expense, and a $4 million increase in the incentive compensation
accrual.  These increases were offset by $12 million of reductions
in rents and network operations, a one-time $5 million excess in
medical contributions, a $2 million decrease in non-income taxes,
and a $2 million legal settlement gain.

Third party maintenance costs for the first quarter of 2005 were
$26 million, compared with $27 million and $31 million for the
fourth and first quarters of 2004, respectively.

                             Earnings

For the first quarter of 2005, Adjusted EBITDA was reported at a
loss of $28 million, compared with a loss of $19 million in the
fourth quarter of 2004 and a loss of $37 million in the first
quarter of 2004.

The $9 million sequential decline in Adjusted EBITDA resulted
primarily from the changes in operating expenses.  For the first
quarter of 2005, unusual items included $5 million in excess
medical contributions, $2 million in a legal settlement gain and a
$24 million increase in the company's real estate restructuring
reserve.  The fourth quarter of 2004 also had unusual items, but
there was no net impact on Adjusted EBITDA.  Absent the unusual
items mentioned above, Adjusted EBITDA for the first quarter of
2005 would have improved $7.5 million or 40 percent over the
fourth quarter of 2004.

The $9 million year-over-year improvement in Adjusted EBITDA
reflected a $19 million improvement in gross margins, $5 million
in reduced third party maintenance costs, a $12 million reduction
in rents and network operations, and a $2 million decrease in
non-income taxes.  Some of this improvement was offset by an $8
million increase in non-cash stock compensation expense and a $4
million increase in the accrual for incentive compensation.  In
addition, unusual items for the first quarter included a non-cash
$24 million increase in the company's real estate restructuring
reserve, $5 million in excess medical contributions, and a $2
million legal settlement gain.  Unusual items in the first
quarter of 2004 had no net impact.  Absent the unusual items in
the first quarter of 2005, Adjusted EBITDA would have improved
$25 million or 69 percent over the previous year.

Consolidated loss applicable to common shareholders in the first
quarter of 2005 was reported at $107 million, compared with losses
of $109 million and $28 million for the first and fourth
quarters of 2004, respectively.

Pursuant to the SEC's Regulation G, a definition and
reconciliation of the company's Adjusted EBITDA measures to the
reported net income or loss for the relevant periods is included
in the attached schedules.

                       Capital Expenditures

For the first quarter of 2005, cash paid for capital expenditures
and capital leases was $27 million, compared with $32 million in
the first quarter of 2004 and $21 million in the fourth quarter of
2004.  Approximately two-thirds of the company's total capex was
used for success-based, revenue-generating opportunities in IP and
managed services, as well as for enhancement of the company's
Voice over Internet Protocol (VoIP) network.  As it adds capacity
and capabilities to its VoIP network in 2005, Global Crossing
plans to continue decommissioning Time Division Multiplexing
switches.

                        Cash and Liquidity

As of March 31, 2005, unrestricted cash and cash equivalents were
approximately $277 million.  Restricted cash was $22 million.

Global Crossing's cash used in operating and financing activities
in the first quarter of 2005 totaled $57 million.  GCUK's net cash
provided by operating and financing activities was $7 million,
while Global Crossing's business outside the UK used $64 million.  
This cash flow was driven by a net loss from operations, 2004
annual cash bonuses that were paid in the first quarter, working
capital changes resulting from the company's decision to pay
certain maintenance-related obligations upfront in order to
generate full-year savings, and repayment of capital leases.  Cash
used in investing activities, specifically in the purchases of
property and equipment and changes in restricted cash, amounted to
$29 million.  Finally, the company experienced a $2 million
reduction in cash as a result of the effects of exchange rate
changes on cash and cash equivalents.

The company's cash burn was significantly impacted by 2004 annual
cash bonuses paid during the first quarter, and certain front-
loaded maintenance-related expenditures that will result in lower
total cash spending for the full year.  Cash burn is expected to
diminish significantly throughout 2005, as operating leverage and
working capital improve.  Proceeds from sales of Global Crossing's
trader voice and small business group businesses, which the
company expects to receive in future quarters, will also reduce
its cash burn.  Specifically, the sale of trader voice, which was
completed on May 3, 2005, yielded net proceeds of $22 million, and
the sale of the small business group, scheduled to close in the
third quarter of 2005, is expected to generate net proceeds of $35
million.

Summary of specific financial guidance for 2005 compared with
first quarter results includes:

                                 2005 Guidance      First Quarter
      Metric                     (in millions)       Performance
      ------                     -------------      -------------
      Revenue                    $1,800-$1,950          $526
      "Invest and Grow" Revenue  $1,120-$1,195           273
      Wholesale Voice Revenue      $615-$685             219
      Harvest/Exit Revenue          $65-$70               34
      Gross Margin %                36%-41%               39%
      Adjusted EBITDA             ($145-$115)            (28)
      Cash Use                    ($180-$150)            (88)
      Capital Expense/Leases        $95-$100              27

At March 31, 2005, Global Crossing's total liabilities exceed its
total assets by $30 million.

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


GOLDEN OPPORTUNITY: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Golden Opportunity Investments, Inc.
        6055 East Dynamite Boulevard
        Cave Creek, Arizona 85331

Bankruptcy Case No.: 05-09816

Chapter 11 Petition Date: May 31, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Steven D. Jerome, Esq.
                  Snell & Wilmer L.L.P.
                  One Arizona Center
                  Phoenix, Arizona 85004-2202
                  Tel: (602) 382-6344
                  Fax: (602) 382-6070

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   Kristina Le Pow            Judgment                   $24,000
   c/o Julie Ogawa
   9041 E. Calle de Valle
   Scottsdale, AZ 85255

   Janice Young, DVM          Trade Debt                  $2,400
   P.O. Box 4629
   Cave Creek, AZ 85331


HIGH VOLTAGE: Siemens Offers to Buy Robicon for $197.5 Million
--------------------------------------------------------------
Stephen S. Gray, the chapter 11 Trustee of High Voltage
Engineering Corporation and certain of its affiliates, reports
that he has received a stalking horse bid for the purchase of
substantially all the assets of High Voltage's Robicon Corporation
affiliate.  Siemens Energy and Automation Inc. offers to buy
Robicon's assets for $197,500,000.

Siemens gave the Trustee a $20 million deposit to secure the
purchase.  

Pursuant to a Sale Procedures Order entered by the U.S. Bankruptcy
Court for the District of Massachusetts, Eastern Division, Mr.
Gray intends to solicit higher and better offers for the assets.  
Interested parties must submit competing bids by June 7, 2005.  A
court-approved auction will be held on June 15, 2005, at 9:00 a.m.
at the offices of Choate, Hall & Stewart LLP in Boston,
Massachusetts.

                        About Robicon

Robicon Corporation specializes in industrial power conversion and
control.  The company develops market-leading power electronics,
motor and generator products and creates electrical and automation
system solutions.

                        About Siemens

The Siemens Automation and Drives (A&D) Group, Nuremberg, is the
world's leading manufacturer in the field of automation and
drives. Products supplied by A&D include standard products for the
manufacturing and process industries and for the electrical
installation industry as well as system solutions, for example for
machine tools, and solutions for whole industries such as the
automation of entire automobile factories or chemical plants.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and  
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage filed its second chapter 11 petition on Feb. 8, 2005
(Bankr. Mass. Case No. 05-10787).  S. Margie Venus, Esq., at Akin,
Gump, Strauss, Hauer & Feld LLP, and Douglas B. Rosner, Esq., at
Goulston & Storrs, represent the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen Gray was appointed chapter 11 Trustee in February 2005.


HUSMANN-PEREZ: Wants to Hire Frederick Lowe as Bankruptcy Counsel
-----------------------------------------------------------------
Husmann-Perez Family Ltd Partnership asks the U.S. Bankruptcy
Court for the Middle District of Florida for permission to employ
Frederick T. Lowe of Florida Law Group, L.L.C., as general
bankruptcy counsel.

Frederick Lowe will:

   a) give debtor legal advice with respect to its powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its property;

   b) prepare necessary applications, answers, orders, reports and
      other legal papers;

   c) perform all other legal services for debtor as debtor-in-
      possession which may be necessary herein;

   d) take necessary action as to the insurance carrier and the
      reinstatement of the policy for the Debtor;

   e) represent the Debtor in connection with any adversary
      proceedings which have to do with the creditor, MJ Squared,
      LLC.

Mr. Lowe reports the firm's professional bill:

   Professional           Hourly Rate
   ------------           -----------
   Frederick T. Lowe          $275
   James F. Lowy              $200
   Mark J. Aubin              $200

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

Headquartered in Dallas, Texas, Husmann-Perez Family Ltd
Partnership filed for chapter 11 protection on March 29, 2005
(Bankr. M.D. Fla. Case No. 05-05774).  Frederick T. Lowe, Esq., at
Florida Law Group, L.L.C., represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed more than $50 million in assets and more
than $1 million in debts.


IMPSAT FIBER: Posts $8.2 Million Net Loss in First Quarter 2005
---------------------------------------------------------------
IMPSAT Fiber Networks, Inc., a leading provider of integrated
broadband data, Internet and voice telecommunications services in
Latin America, reported its results for the first quarter of 2005.  

               First Quarter 2005 Highlights

   -- Net Revenues for the first quarter of 2005 totaled
      $59.9 million, an increase of $4.8 million or 8.7% compared
      to the first quarter of 2004.

   -- EBITDA for the first quarter of 2005 totaled $10.6 million,
      or 18% of Net Revenues

   -- Capital Expenditures for the first quarter of 2005 totaled
      $8.3 million

   -- Impsat Brazil's revenues increased by $2.7 million for the
      first quarter of 2005 as compared to the first quarter of
      2004, an increase of 37.1%.

   -- In March 2005, the Company paid the first principal
      installment of its Senior Secured Debt issued in 2003 in
      connection with its Plan of Reorganization in the aggregate
      amount of $16.5 million. As a result of those and other
      payments made during the first quarter of 2005, the Company
      reduced its outstanding indebtedness from $281.1 million at
      December 31, 2004 to $265.0 million at March 31, 2005.

                  First Quarter 2005 Results

Commenting on the results of the first quarter, Impsat CEO Ricardo
Verdaguer stated: "During the first quarter of 2005, the Company
continued increasing its revenues, in line with our estimates.
This represents our fifth consecutive quarterly increase in net
revenues.  We are optimistic about this trend and expect our
revenues to continue growing, particularly in Brazil.  As we
increase our revenues in all countries of operations, we expect
our margins to improve as compared to our 2004 results."

Revenues

Net revenues during the first quarter of 2005 totaled
$59.9 million, an increase of $4.8 million or 8.7% compared to the
first quarter of 2004. Such increase was principally due to higher
revenues from broadband and satellite services (5.6% or $2.2
million), value added services (22.2% or $0.9 million), internet
services (15.8% or $0.9 million), and telephony services (15.2% or
$0.8 million).

The Company's growth in revenues over the prior 12 months is based
on its increased customer base, which expanded from 2,910
customers at the end of the first quarter of 2004 to 3,596 on
March 31, 2005.  The Company's operations in Peru, Ecuador and
Argentina showed the largest increases in its customer base.  As
an integrated communications provider, Impsat also benefited from
cross-selling and service bundling.  In addition, the Company's
results were attributable in part to stable or improved
macroeconomic conditions throughout the Latin American region.

Operating Expenses

Operating Expenses for the three-month period ended March 31, 2005
totaled $61.3 million, an increase of $9.4 million, or 18.2%,
compared to the first quarter of 2004.  This increase is
principally related to a $7.0 million increase in Direct Costs; a
$0.5 million increase in Fixed Expenses and higher Depreciation
and Amortization charges of $1.9 million.

Direct Costs for the first quarter of 2005 totaled $31.0 million,
an increase of $7.0 million (or 29.3%) compared to the first
quarter of 2004.  The components of its Direct Costs were:

   -- Contracted Services increased $0.9 million compared to the
      first quarter of 2004. Contracted Services include 0
      installation and maintenance services.

   -- Other Direct Costs principally include its allowance for bad
      debt, licenses and other fees, sales commissions paid to its
      salaried work force and to third-party sales
      representatives, and node expenses.  Other direct costs for
      the first quarter of 2005 increased by $3.7 million compared
      to the first quarter of 2004.  The Company's allowance for
      bad debt for the first quarter of 2005 totaled $0.7 million
      as compared to a net reversal of $ 1.9 million for the first
      quarter of 2004. The net reversal in allowance for bad debt
      during the fist quarter of 2004 included a recovery of
      $1.4 million related to contract renegotiations and
      resolution of certain disputes with Global Crossing Ltd., as
      previously reported.  In addition, other direct costs
      increased as a consequence of higher nodes and licenses
      expenses related to our extended network.

   -- Leased Capacity Costs increased $2.4 million during the
      first quarter of 2005 as compared to the first quarter of
      2004.  The increase is a consequence of higher
      interconnection and telephony termination costs, related to
      increased telephony services, and higher terrestrial and
      international capacity costs related to increased broadband
      and Internet services.

Fixed Expenses, which are composed of Salaries and Wages,
and Selling, General and Administrative expenses, increased
$0.5 million during the first quarter of 2005 compared to
the first quarter of 2004.

Salaries and Wages for the first quarter 2005 totaled $13.0
million, a 6.3% increase compared to the first quarter of
2004. The appreciation of local currencies in Argentina,
Brazil, and Colombia against the U.S. dollar during 2004
negatively affected our salaries and wages expense. In
addition, new regulations produced an increase in taxes and
fees related to salaries paid in Argentina. The aggregate
number of employees decreased from 1,242 at March 31, 2004
to 1,229 on March 31, 2005.

Selling, General and Administrative expenses totaled $5.3 million
for the first quarter of 2005, a decrease of 4.4% compared to the
first quarter of 2004 ($5.5 million). This decrease was mainly due
to lower consulting fees and lower travel expenses.

                           EBITDA

EBITDA for the three months ended March 31, 2005 totaled $10.6
million, compared to $13.4 million in the first quarter of 2004.
As explained above, the main reasons for the decline in EBITDA
compared to the first quarter of 2004 are related to recoveries of
provisions for doubtful accounts and the increase in Leased
Capacity Costs (mainly interconnection and telephony termination
costs).

               Interest Expense and Indebtedness

Our net interest expense for the three months ended March 31, 2005
totaled $5.2 million, compared to net interest expense of $4.6
million for the first quarter of 2004. The increase in net
interest expense related principally to an increase in "payment in
kind" accretion on its Senior Secured Notes and Convertible Notes,
which totaled $3.4 million for the first quarter of 2005.

The Company's total indebtedness as of March 31, 2005 was $265.0
million, compared to $281.1 million as of December 31, 2004. The
decrease is mainly due to its payment of $16.5 million
corresponding to the first installment of the Senior Secured Debt
issued in connection with its restructuring in 2003.

            Effect of Foreign Exchange Losses and Gains

The Company recorded a net loss on foreign exchange for the first
quarter of 2005 of $0.6 million, principally due to the impact of
the Brazilian Real on the book value of its monetary assets and
liabilities in Brazil. This compares to a net loss on foreign
exchange of $ 4.4 million for the same period of 2004.

                            Net Loss

For the three months ended March 31, 2005 the Company recorded a
net loss of $8.2 million, compared to a net loss of $6.5 million
during the first quarter of 2004.

                  Liquidity and Capital Resources

Cash and cash equivalents as of March 31, 2005 were $41.4 million.
This compares to its cash and cash equivalents of $63.7 million as
of December 31, 2004 and $61.9 million at the end of the first
quarter of 2004. The Company's total indebtedness as of March 31,
2005 was $265.0 million compared to $281.1 million as of December
31, 2004.

Of the total indebtedness as of March 31, 2005, $46.6 million
represents the short-term debt and current portion of long-term
debt, while $218.4 million represents long-term debt.  In addition
to its requirements for debt service payments, the Company
contemplates that it will need approximately $24 million to cover
our capital expenditures budget for the rest of 2005.  The Company
said it does not have any significant amounts of new financing
committed by any of its vendors or banks at this time.

                     Going Concern Doubt

Based on its current liquidity position and its history of losses,
the Company has received a going concern qualification in the
report of its independent registered public accounting firm
included in the Annual Report on Form 10-K for the year ended
December 31, 2004.  As previously announced, the Company has
formed a Special Committee of its Board, with Lehman Brothers Inc.
as its exclusive financial advisor, to explore recapitalization
alternatives.  These alternatives may take the form of a
repurchase, refinancing or rescheduling of payment terms of
indebtedness of the Company and/or its operating subsidiaries, a
potential capital infusion, or other types of transactions.  There
can be no assurance, however, that any such transaction will be
successfully negotiated or consummated.

                        About the Company

Impsat Fiber Networks is a leading regional provider of private
telecommunications network, data center and Internet services in
Latin America.  The Company offers integrated data, voice, and
Internet solutions, with an emphasis on broadband transmission,
for national and multinational companies, financial
institutions, governmental agencies and other business
customers.  It has operations in Argentina, Colombia, Brazil,
Venezuela, Ecuador, Chile, Peru and the United States and also
provides services in other countries in Latin America.  It
operates 15 metropolitan area networks in some of the largest
cities in Latin America, including Buenos Aires, Bogota, Caracas
and Sao Paulo.  The Company owns an extensive pan-Latin American
broadband network combining fiber optic and satellite
technology.


INTEGRATED HEALTH: Wants Abe Briarwood to Produce Documents
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on  
January 6, 2005, Integrated Health Services, Inc., and Abe
Briarwood Corporation entered into a Stock Purchase Agreement,
pursuant to which Abe Briarwood was to essentially acquire all of
IHS' assets, with certain exemptions.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman, LLP, in
Wilmington, Delaware, tells the United States Bankruptcy Court for
the District of Delaware that Briarwood's obligations under the
SPA were conditioned on IHS' satisfaction of various conditions
under Article VI of the SPA, including that:

    (a) IHS' representations and warranties contained in the SPA
        will be true and correct in all material respects;

    (b) the IHS Debtors will have performed or complied with each
        of the covenants and agreements set forth in the SPA; and

    (c) IHS will deliver to Briarwood a certificate certifying
        that the conditions set forth in Sections 6.1 and 6.2 of
        the SPA have been satisfied.

On December 8, 2004, Abe Briarwood Corporation filed a complaint
with the Court seeking to compel IHS Liquidating LLC to comply
with various obligations under the Stock Purchase Agreement.  The
Briarwood Complaint essentially sought nearly $40 million in
purchase price adjustments, based on five "claims" against IHS
Liquidating:

   (1) An unspecified sum based on a pre-closing employee
       withholding tax obligations that IHS Liquidating should
       have paid or funded out of its cash on hand at the
       Closing;

   (2) Approximately $9 million in pre-closing obligations to
       Georgia Medicaid authorities that IHS Liquidating should
       have paid or funded out of its cash-on-hand at the
       Closing;

   (3) Approximately $9 million in pre-closing obligations to
       unidentified trade vendors that should have been paid by
       IHS Liquidating prior to the Closing;

   (4) A $17.1 million receivable from the United States Centers
       for Medicare and Medicaid Services that was improperly
       set off against a $19.1 million "payable" due to the
       United States Department of Justice, pursuant to a
       settlement agreement between the United States and the IHS
       Debtors that was approved in connection with the IHS Plan;
       and

   (5) A $350,000 Administrative Expense Claim that was allowed
       pursuant to a settlement agreement, which Briarwood
       ratified and determined as an Excluded Liability under the
       Stock Purchase Agreement.

IHS Liquidating deemed the Briarwood Claims to be without merit
because:

     * the liabilities underlying Briarwood's Tax Claim, Georgia
       Claim and Vendor Claim are all matters that were addressed
       by a settlement at Closing with respect to the "working
       capital" purchase-price adjustment contemplated by the
       Stock Purchase Agreement;

     * the so-called "receivable" underlying the United States
       Settlement Claim was never part of the "working capital"
       that was sold to Briarwood under the Stock Purchase
       Agreement, but rather was part of a settlement that would
       involve set-off against a $19.1 million "payable" to the
       United States; and

     * the liability underlying the IOS Claim is not an Excluded
       Liability within the meaning of the Stock Purchase
       Agreement.

"[G]iven the sheer magnitude of the Briarwood Claims, the risk of
a judgment in Briarwood's favor threatens to eliminate [IHS
Liquidating's] ability to make distributions to unsecured
creditors in accordance with the Plan," Lester M. Kirshenbaum,
Esq., at Kaye Scholer LLP, in New York, tells the Court.  "At a
minimum, [IHS Liquidating] will not be in a position to make any
distribution until the Briarwood litigation is fully adjudicated."

                    IHS Liquidating's Discovery

IHS Liquidating commenced discovery in December 2004 to litigate
the merits of the Briarwood Claims in a comprehensive expeditious
manner.  IHS Liquidating's discovery involved:

    -- the deposition of Murray Forman, which required him to
       produce documents in 30 categories that are specifically
       targeted toward eliciting evidence relevant to the
       Briarwood Claims and subpoena served to THI of Baltimore,
       Inc.; and

    -- the serving of a third party subpoena duces tecum on THI
       of Baltimore requesting many of the same categories of
       documents that were required from Briarwood in Mr.
       Forman's deposition.

However, Briarwood and Mr. Forman, Mr. Kirshenbaum reports, has
failed to comply with IHS Liquidating's discovery requests.

Accordingly, IHS Liquidating asks the Court to:

    1. direct Briarwood to produce all documents responsive to
       the outstanding discovery requests;

    2. prohibit Briarwood from using any document it does not
       produce to support its request;

    3. direct Briarwood to produce Mr. Kaufman and Mr. Forman for
       depositions in advance of the June 23, 2005 hearing; and

    4. compel Briarwood to pay IHS Liquidating's reasonable
       attorney's fees and costs in accordance with Rule 37 of
       the Federal Rules of Civil Procedure.

Furthermore, to avoid risks that may result from any further
delay, IHS Liquidating asks the Court to condition Briarwood's
ability to introduce evidence at trial on its compliance with the
discovery.

"[IHS Liquidating] has no confidence that Briarwood will actually
produce the remainder of the responsive documents . . . unless
Briarwood is threatened with adverse consequences that can only be
imposed by the Bankruptcy Court," Mr. Kirshenbaum says.

                         Briarwood Objects

Briarwood asks the Court to deny IHS Liquidating's request
because:

   (1) Briarwood has complied in good faith with IHS
       Liquidating's relevant discovery requests through
       substantial document productions and the production of Mr.
       Forman for a deposition in excess of the 7-hour limit,
       especially since:

       (a) IHS Liquidating has failed to file a responsive
           pleading to Briarwood's request to demonstrate what
           discovery is relevant;

       (b) the majority of the relevant discovery sought by IHS
           Liquidating is in the possession of third parties; and

       (c) IHS Liquidating has failed to demonstrate the
           relevancy as to any of its alleged outstanding
           discovery;

   (2) there has been no prior discovery order in the
       proceeding; and

   (3) Briarwood will again produce Mr. Forman, but is no
       longer in control of Mr. Kaufman.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 92; Bankruptcy Creditors' Service, Inc., 215/945-7000)


IRVING TANNING: Wants to Sell Assets to Meriturn for $5.75 Mil.
---------------------------------------------------------------
Irving Tanning Co.'s efforts to obtain a fresh capital infusion to
operate its business have failed.  The company has concluded that
the only option left is to sell its assets as a going concern.

On May 12, 2005, Irving Tanning received an offer for its assets
from Meriturn Partners LLC for $5,750,000.  Meriturn also agrees
to assume more than $1,000,000 of the company's liabilities.

Irving Tanning tells the Court that the terms of the Meriturn deal
contemplate top-level management changes but no reductions in
Irving's operations or its 250-person staff.

Chief Financial Officer James Caruso said in published reports
that negotiations with the company's secured creditors -- TD
Banknorth and Tyson Fresh Meats -- are ongoing.  Mr. Caruso
believes that the sale of the company to Meriturn will be better
than liquidation.  The secured creditors are pushing for
liquidation.

Irving Tannery is considered Hartland's major employer.  The
town's governor, the Department of Economic Development and the
Department of Labor have provided assistance to the tannery.

Headquartered in Hartland, Maine, Irving Tanning Company, --
http://www.irvingtanning.com/-- is a leading supplier of leather   
to global footwear, handbag and personal leather goods industries.  
The Company filed for chapter 11 protection on March 17, 2005
(Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.


JOSEPH ROSATI: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joseph Paul Rosati
        2447 Aster Street
        San Diego, California 92109

Bankruptcy Case No.: 05-04901

Chapter 11 Petition Date: May 31, 2005

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Jeffrey D. Schreiber, Esq.
                  Pacific Law Center
                  4225 Executive Square, Suite 1500
                  La Jolla, California 92037
                  Tel: (877) 749-0000
                  Fax: (858) 543-6757

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Home Mortgage     Home mortgage              $88,099
P.O. Box 14411
Des Moines, IA 50306

Citibank                      Credit card                $34,910
Student Loan Corporation      purchase
P.O. Box 6615
The Lakes, NV 88901-6615

Ross A. Jurewitz              Assigned for               $18,420
110 West C Street             collection by:
Suite 1415                    Western Light Source
San Diego, CA 92101

Discover Financial Svc        Credit card                $13,817
                              purchase

Law Office of Beatrice L.     Attorney's fees             $7,586
Snider

San Diego Marine Exchange     Consumer debt               $5,079

Dept. of Health Services      Medi-Cal repayment          $4,108

Manuel Tobias, Ph.D.          Medical bill                $3,450

Law Office of Feuerstein &    Attorney's fees             $3,371
Murphy

Citi Cards                    Credit card                 $3,257
                              purchases

Honor Marine                  Consumer debt               $3,027

Karl's Glass & Mirror         Business debt               $2,150

American Legal Support        Consumer debt               $2,021

San Diego County              Property tax                $1,347
Treasurer-Tax Collector

American Express              Credit card                 $1,902
                              purchases

Eastridge Group Staffing      Business debt                 $807

Law Office of Phillip         Consumer debt                 $778
Feldman

Union Tribune                 Newspaper bill                $613

DeanzaCampland Marina &       Storage bill                  $580
Storage

Cingular Wireless/ AT&T       Cell Phone bill               $579
Wireless


KB HOME: Moody's Assigns Ba1 Rating to New $300 Mil. Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to KB Home's
$300 million of 6.25% senior notes due June 15, 2015.  At the same
time, Moody's affirmed all of the company's existing ratings,
including the ratings on the company's existing senior notes at
Ba1 and on its senior subordinated debt at Ba2.  The ratings
outlook is positive.

The positive ratings outlook reflects KB Home's improving
financial results and profile and success at reducing its earnings
concentration in California.

The ratings incorporate the company's:

   * leading share position in many of the markets that it serves;

   * successful track record both in de novo expansions and in
     integrating acquisitions; and

   * long history through various cycles.

However, the ratings also consider:

   * the financial and integration risks that accompany an
     aggressive expansion strategy;

   * the still-sizable concentration of land inventory values and
     profits in California;

   * the growing proportion of profits coming out of one market-
     Las Vegas; and

   * the historically large share repurchase program.

Proceeds of the new note offering will be used to pay down
drawings under the company's revolver.  Pro forma for this
$300 million note offering and repayment of $300 million of the
$436 million drawn under the revolver as of the company's first
fiscal quarter ended February 28, 2005, total homebuilding
debt/capitalization would be a seasonally high 52.2%%.  Moody's
expects this ratio to be worked down to under 50% by fiscal year-
end.

Going forward, consideration for further improvement in the
company's ratings will depend on the company's continuing to
improve key financial metrics while further deleveraging the
balance sheet.  Factors that could stress the ratings going
forward include a sizable share repurchase program, a large
impairment charge, and/or a major acquisition involving large
amounts of issued or assumed debt that had a significant effect on
debt leverage.

Founded in 1957 and headquartered in Los Angeles, California, KB
Home is one of America's largest homebuilders, with domestic
operating divisions in these regions and states:

   * West Coast -- California
   
   * Southwest -- Arizona, Nevada and New Mexico
   
   * Central -- Colorado, Illinois, Indiana and Texas
   
   * Southeast -- Florida, Georgia, North Carolina and South
                  Carolina

Kaufman & Broad S.A., the company's 49%-owned subsidiary, is one
of the largest homebuilders in France.  KB Home's fiscal 2004
revenues and net income were $7.1 billion and $481 million,
respectively.


KMART CORP: Rosalie Countryman Gets Stay Lifted to Pursue Claim
---------------------------------------------------------------
As previously reported, Rosalie Countryman asked Judge Sonderby to
lift the automatic stay to pursue her claim against Kmart
Corporation.

On August 31, 2002, Ms. Countryman, a resident of Greenfield,
County of Penobscot and State of Maine, fell on a liquid area
inside a Kmart store on Hogan Road in Bangor, Maine, and
permanently injured her knee.  She also suffered back injuries as
a result of the accident.

                        *     *     *

The Court rules that Rosalie Countryman has exhausted the personal
injury settlement procedures.  Accordingly, Judge Sonderby
modifies the automatic stay provision of Section 362(a) of the
Bankruptcy Code and the Plan Injunction with respect to
Ms. Countryman's pending litigation in the Superior Court in
Penobscot County, Maine.

Judge Sonderby lifts the Automatic Stay and the Plan Injunction to
permit the Litigation to proceed and continue to a final judgment
or settlement.  The Stay will remain in effect with respect to any
and all actions by Ms. Countryman to execute on any final judgment
or settlement against Kmart or any of its property.

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)


LAIDLAW INT'L: Four Officers Acquire 52,500 Shares
--------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, four Laidlaw International, Inc., officers, report
that on May 3, 2005, they acquired shares of Laidlaw
International, Inc., Common Stock:

                                                     No. of Shares
                                          Shares     Owned After
   Name                 Position          Acquired   Transaction
   ----                 --------          --------   -------------
   Jeffery McDougle     Vice President       5,500       12,400
                        and Treasurer

   Douglas A. Carty     Senior VP and CFO   20,000       75,000

   Jeffrey W. Sanders   Vice President       7,000       24,500
                        Corp. Dev. &
                        Controller

   Beth Byster Corvino  Senior VP           20,000       38,000
                        Gen. Counsel
                        Corp. Secretary

The Officers' deferred shares vests in four equal annual
installments beginning on May 3, 2006.

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.


LORAL SPACE: Bankruptcy Court Approves Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Loral Space & Communications, Ltd.'s Disclosure Statement
with respect to its proposed Plan of Reorganization.

At a hearing in New York yesterday, June 1, the Honorable Robert
D. Drain ruled that, subject to the company making certain
clarifications, Loral's Disclosure Statement contained adequate
information for the purpose of soliciting creditor approval of
Loral's Plan of Reorganization.  Loral will file shortly the
revised Disclosure Statement reflecting the requested
clarifications and will commence mailing of the Disclosure
Statement, the Plan and ballots to those creditors entitled to
vote on the Plan on June 7, 2005.  A hearing for the court to
consider confirmation of the Plan has been scheduled for July 13,
2005.

With yesterday's actions, Loral remains on track to emerge from
chapter 11 shortly after the confirmation hearing.  As planned,
the company will emerge with its two business units, Loral Skynet
and Space Systems/Loral, intact and with current management in
place.

Loral filed its revised plan of reorganization on March 22, 2005.  
The Plan, which revises the terms of a plan previously filed on
December 5, 2004, reflects an agreement among the Company, the
Creditors' Committee and the Ad-Hoc Committee of Space
Systems/Loral (SS/L) trade creditors on the elements of a
consensual plan of reorganization.  It is subject to confirmation
by the Bankruptcy Court.  The Plan provides, among other things,
that:

   -- Loral's two businesses, satellite manufacturing (New SS/L)
      and satellite services (New Skynet), will emerge intact as
      separate subsidiaries of reorganized Loral (New Loral).

   -- New SS/L will emerge debt-free and continue its current
      activities, including completion of all satellites under
      construction or on order, and active pursuit of additional       
      new awards.

   -- New Skynet will continue to provide transponder leasing,
      network and professional services to current and prospective
      customers.

   -- New Loral will emerge as a public Company under current
      management and will seek listing on a major stock exchange.

   -- Holders of allowed claims against SS/L and Loral SpaceCom       
      will be paid in full in cash, including interest from the
      petition date to the effective date of the Plan.

   -- Loral Orion unsecured creditors will receive approximately    
      80 percent of New Loral common stock and their pro rata
      share of $200 million of preferred stock to be issued by New
      Skynet.  These creditors also will be offered the right to
      subscribe to purchase their pro-rata share of $120 million
      in new senior secured notes of New Skynet.  This rights
      offering will be underwritten by certain Loral Orion
      creditors who will receive a fee which may be payable in
      additional New Skynet notes.

   -- Loral bondholders and certain other unsecured creditors will
      receive approximately 20 percent of the common stock of New
      Loral.

   -- Loral's existing common and preferred stock will be
      cancelled and no distribution will be made to the holders of
      such stock.

Implementation of the Plan and the treatment of claims and
equity interests as provided in the Plan are subject to final
documentation and confirmation by the Bankruptcy Court.  Loral
cannot predict with certainty when or if confirmation of the
Plan will occur.

Upon filing, the amended Plan and Disclosure Statement will be
available on Loral's website at http://www.loral.com/The  
documents will also be available via the Court's website, at
http://www.nysb.uscourts.gov/

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

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


MARINER INTERNATIONAL: Section 304 Petition Summary
---------------------------------------------------
Petitioner: Marcus Wide
            Liquidator and
            Foreign Representative

Debtor: Mariner International Bank, Ltd.
        c/o Marcus Wide, Liquidator
        1809 Barrington Street, Suite 600
        Halifax NS B3J 3K8
        Canada

Case No.: 05-06110

Type of Business: The Debtor is an offshore bank operating in
                  St. Vincent and the Grenadines.

Section 304 Petition Date: May 31, 2005

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Petitioner's Counsel: Gregory S. Grossman, Esq.
                      Astigarraga Davis Mullins & Grossman, PA
                      701 Brickell Avenue, 16th Floor
                      Miami, Florida 33131
                      Tel: (305) 372-8282
                      Fax: (305) 372-8202

                          -- and --

                      Bradley M. Saxton, Esq.
                      Winderweedle, Haines, Ward & Woodman, PA
                      Bank of America Center
                      390 North Orange Avenue, Suite 1500
                      Orlando, Florida 32802-1391
                      Tel: (407) 423-4246
                      Fax: (407) 423-7014

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million


MARKET SQUARE: Moody's Assigns Ba2 Rating to $8.25M Class D Notes
-----------------------------------------------------------------
Moody's Investors Service announced today that it has assigned
ratings to notes issued by Market Square CLO Ltd., and by Market
Square CLO Corp.  

Moody's assigned these ratings to the Notes issued:

   * Aaa to the $232,500,000 Class A Senior Secured Floating Rate
     Notes Due 2017;

   * A2 to the $27,000,000 Class B Second Priority Deferrable
     Floating Rate Notes Due 2017;

   * Baa2 to the $8,250,000 Class C Third Priority Deferrable
     Floating Rate Notes Due 2017; and

   * Ba2 to the $8,250,000 Class D Fourth Priority Deferrable
     Floating Rate Notes Due 2017.

According to Moody's, the ratings are based primarily on the
expected loss posed to noteholders relative to the promise of
receiving the present value of such payments.  Moody's also
analyzed the risk of diminishment of cashflows from the underlying
portfolio of corporate debt due to defaults, the characteristics
of these assets and the safety of the transaction's legal
structure.

The Notes will be secured primarily by a pool of US dollar-
denominated high yield loans and synthetic securities.  Deerfield
Capital Management LLC based in Chicago will act as Collateral
Manager.


MERIDIAN AUTOMOTIVE: Look for Bankruptcy Schedules on June 25
-------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
by 60 days the time within which they are required to file their
Schedules of Assets and Liabilities, Schedules of Current Income
and Expenditures, Schedules of Executory Contracts and Unexpired
Leases, and Statements of Financial Affairs, without prejudice to
their right to seek further extensions from the Court.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, the Debtors are required
to file their Schedules and Statements within 15 days after the
Petition Date.  Pursuant to Local Rule 1007-1(d) of the Local
Rules of Bankruptcy Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware, however, the
Debtors are granted another 15 days -- for a total of 30 days
after the Petition Date -- to file the Schedules and Statements
because the Debtors' creditors exceed 200.

Due to the number of the Debtors' creditors, the size and
complexity of the Debtors' businesses, the diversity of their
operations and assets, and the limited staffing available to
gather, process and complete the Schedules and Statements, the
Debtors do not believe that a 30-day extension under Rule
1007-1(d) will be sufficient to complete the Schedules and
Statements, Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells Judge Walrath.

"Granting the Debtors additional time to bring their books and
records up to date and to collect the date needed to prepare and
file the Schedules and Statements will greatly enhance their
accuracy," Mr. Brady says.

The Court will convene a hearing on June 16, 2005 at 10:30 a.m.
to consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' deadline to file their Schedules and
Statements is automatically extended through the conclusion of
that hearing.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies     
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Can Hire Young Conaway as Bankruptcy Counsel
-----------------------------------------------------------------
The Hon. Eugene Walrath authorizes Meridian Automotive Systems,
Inc., and its debtor-affiliates to employ Young Conaway as
bankruptcy co-counsel, nunc pro tunc, to the Petition Date.  The
Court will convene a hearing June 16, 2005, at 10:30 a.m. to
consider the timing of application of the retainer paid by the
Debtors to the firm and the U.S. Trustee's objection.

As previously reported in the Troubled Company Reporter on May 17,
2005, Meridian Automotive Systems, Inc., and its debtor-affiliates
asked for authority from the U.S. Bankruptcy for the District of
Delaware to hire Young Conaway Stargatt & Taylor, LLP, as their
bankruptcy co-counsel, nunc pro tunc to April 26, 2005.  

                     U.S. Trustee's Objection

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to the Debtors' application to the extent that Young
Conaway Stargatt & Taylor LLP is permitted to hold the unused
portion of its prepetition security retainer until the conclusion
of the Debtors' Chapter 11 cases as security in the event the
Debtors are unable to pay for its services.

By allowing the firm an "evergreen retainer," the U.S. Trustee
says the Debtors disqualify the firm as a "disinterested person"
under Section 101(14)(e) of the Bankruptcy Code, and ultimately
render it ineligible for employment under Section 327(a).

"[T]he Debtors are proposing to make Young Conaway a secured
claimant for the duration of these cases by giving the firm a
security interest in estate property," the U.S. Trustee explains.
"As a secured claimant, Young Conaway would assume a position in
the Bankruptcy Code's priority ladder that is materially adverse
to other classes of creditors and equity security holders because
the firm would be elevated above other professionals, creditors
and equity security holders to a class of its own."

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies     
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: MERI Objects to $10 Million Fund Advancement
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on May 16, 2005,
Meridian Automotive Systems, Inc., and its debtor-affiliates
sought authority from the U.S. Bankruptcy Court for the District
of Delaware to continue to advance funds to their non-debtor
foreign subsidiaries.

Based on their internal financial projections, the Debtors
estimate that they will be required to advance approximately
$10,000,000 to:

   (1) Meridian Automotive System, S. de R.L. de C.V., their
       Mexican subsidiary,

   (2) Voplex of Canada, and

   (3) Meridian Automotive Systems-DO Brazil LTDA

over the next 14 months to ensure that these subsidiaries have
sufficient financing for their operations.

The Debtors explained that, absent adequate financing, there is a
substantial likelihood that the Foreign Subsidiaries would not be
able to continue operations.  Moreover, the Foreign Subsidiaries'
continued operations provide additional revenue to the Debtors
and strengthens customer relations with various OEM customers.

The DIP Credit Agreement with JPMorgan Chase Bank, N.A., permits
the Debtors to advance funds to the Foreign Subsidiaries.

                           MERI Objects

MERI (NC) LLC leases a non-residential real property in
Salisbury, North Carolina, to Meridian Automotive Systems, Inc.
In 2002, Meridian assigned the lease to Debtor Meridian
Automotive Systems - Heavy Truck Operations, Inc.

By this objection, MERI asks the Court to deny the Debtors'
request because it fails to specify:

   -- which Debtor would make the requested Advances;

   -- what is the corporate structure and interrelationships
      among the Debtors and with their Foreign Subsidiaries; and

   -- what specific business interests would be advanced.

Mark W. Eckard, Esq., at Reed Smith LLP, in Wilmington, Delaware,
asserts that the Debtors' cases have been consolidated for
administrative purposes only and not substantively.  By treating
the Debtors as a single, consolidated unit, the Debtors fail to
address the interests of each Debtor or its creditors.

Mr. Eckard asserts that the Debtors' failure to specify which
Debtors would make the requested Advances or to provide
justification for any specific Debtor to make the Advances
renders it impossible for the Court or creditors to ascertain who
might be prejudiced by Advances to a Foreign Subsidiary.  "Such a
result may be fine for the Debtors and their DIP Lenders, who
apparently view these cases as a whole, but would prejudice
creditors of the individual Debtors such as MERI," according to
Mr. Eckard.

The Debtors' request, Mr. Eckard says, should not be approved
unless and until:

   (a) the Debtors demonstrate which Debtor would benefit from
       the Advances; and

   (b) the authority to make those Advances is limited both to
       those Debtors and then only to the extent of the
       demonstrated benefit to each benefited Debtor.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies     
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MIRANT CORP: Judge Lynn Says Senior Notes Are Not Impaired
----------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas finds that Mirant Corporation and its debtor-affiliates'
plan of reorganization leaves the Senior Notes unimpaired within
the meaning of Section 1124(2) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 23, 2005, the
MAGi Committee wanted to know whether the Plan properly classifies
the MAGi Long-term Notes as unimpaired, separately from all other
unsecured claims against MAGi including similar claims of the:

    -- senior unsecured MAGi notes maturing in 2006 and 2008; and

    -- MAGi credit facilities dated August 31, 1999, in the
       aggregate principal amount of $300 million, which matured
       in October 2004.

Even if the Court viewed the consolidation as a merger resulting
in a default under the Indentures, Judge Lynn points out that the
default would be cured on the effective date of the Plan.  The
consolidation will not affect the separate identities of the
various Debtors upon their emergence from Chapter 11.

Judge Lynn explains that the substantive consolidation envisioned
in the Plan, if approved by the Court, is not the equivalent of a
merger.  It is only a temporary consolidation of estates of
Mirant Americas Generation, LLC, and its subsidiaries for the
limited purposes of voting on and confirmation of the Plan and
determination of claims against the consolidated MAG estate under
the Plan.  MAG and its various subsidiaries are not to lose their
separate corporate identities through the proposed consolidation.

Hence, Judge Lynn rules that the holders of Senior Notes are not
entitled to vote under the Plan.

Judge Lynn issued the order at the Official Committee of Unsecured
Creditors of Mirant Americas Generation, LLC's request to
determine the proper classification and treatment of claims of
holders of certain MAGi-issued long-term unsecured notes maturing
in 2011, 2021, and 2031 under the Plan.  The Ad Hoc Committee of
MAGi Bondholders supported the MAGi Committee's Motion.

Judge Lynn also finds that the restructuring of the MAG family of
companies -- the structural subordination of the Senior Notes --
does not constitute a default under Section 801 of the Original
Indenture.  Section 801 prohibits MAG from consolidating or
merging with, or selling, conveying, transferring or leasing its
"properties and assets substantially as an entirety" to any
entity.

Judge Lynn notes that the Official Committee of Unsecured
Creditors of MAG, the Ad Hoc Committee of Bondholders and Wells
Fargo Bank, N.A., as Successor Indenture Trustee, focus primarily
on the treatment of Mirant Mid-Atlantic, LLC, in alleging a
default through transfer of assets in violation of Section 801.  
MirMA is currently a direct subsidiary of MAG and, according to
the Movants, comprises the vast majority of MAG's operating
assets.  The Plan proposes that MirMA will become a direct
subsidiary of New MAG Holdco.  The Movants interpret this as a
transfer by MAG of its properties and assets substantially as an
entirety to New MAG Holdco.

According to Judge Lynn, the Plan does not eliminate MAG's
interest in any of its current subsidiaries and their operating
assets.  Rather, the effect of the Plan is to insert a new
holding company subsidiary between MAG and the bricks and mortar
of its operating assets.  Nothing about the structure will, in
and of itself, prevent value from flowing to MAG from its
operating assets.  Moreover, nothing in the change of structure
will specifically violate any provision of the Indentures.

Judge Lynn also notes that MAG's assets had a value of
approximately $7 billion at yearend 2002, while MirMA's assets
were valued at $3 billion.  Even if MirMA is "transferred" out of
MAG, Judge Lynn says MAG retains substantial assets which exceed
the total amount of the Senior Notes.

The Court, however, believes that the relocation of MAG's assets
in New MAG Holdco may run afoul of Section 110 of the
Supplemental Indenture.  Section 110 prohibits certain
dispositions of assets by MAG.

If the corporate restructuring of the MAG family contemplated by
the Plan qualifies as an "Asset Sale," as that term is defined in
Section 102 of the Supplemental Indenture, then the Plan creates
a potential default in this regard if the sale otherwise falls
within the limitation set by Section 110.  It is clear the
transactions contemplated by the Plan include a "disposition of
any assets."  Thus, the Plan provides, within the plain meaning
of the Supplemental Indenture, for an "Asset Sale" by MAG.  

The Court expects the Debtors to demonstrate at or prior to the
confirmation hearing that Section 110 of the Supplemental
Indenture is not violated.

Judge Lynn also rules that the incurrence of new debt by New MAG
Holdco -- to be secured by first priority liens on MAG's assets
-- does not violate Section 109 of the Supplemental Indenture,
which prohibits the granting of liens without equally and ratably
securing the Senior Notes with the new indebtedness.  Judge Lynn
says Section 109 only applies to the granting of liens by MAG.  
Because New MAG Holdco, not MAG, is the entity under the Plan
which will incur the exit credit facility, Section 109 should not
prohibit the transaction.

Moreover, so long as the Debtors are able to obtain exit
financing while leaving the Senior Notes unimpaired or satisfied
under Section 1129(b) of the Bankruptcy Code -- even in the
absence of the consent of the holders of the Senior Notes -- as
required by Section 1126, Judge Lynn says it is an appropriate
step for the Debtors to take in aid of reorganization.

The Court also holds that the reporting failures complained of by
the Movants are not material.  "It surely cannot be said that any
failure by MAG to comply with the reporting requirements of
section 1005 of the Original Indenture has defeated the purpose
of the transactions giving rise to the Senior Notes," Judge Lynn
explains.

The Court deferred ruling on the Movants' contention that
injunctive and exculpatory provisions in the Plan deprive the
holders of the Senior Notes of rights.  The issue will be
addressed at confirmation.

Judge Lynn says the Debtors must show at the Confirmation Hearing
that MAG will be able to keep its commitments under the
Indentures.

A full-text copy of Judge Lynn's 19-page Memorandum Opinion is
available at no cost at http://bankrupt.com/misc/MemoOpinion.pdf

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Asks Court to Compel Troutman to Produce Documents
---------------------------------------------------------------
Mirant Corp., formerly Southern Energy, Inc., was a wholly owned
subsidiary of the Southern Company from April 20, 1993, until
October 2, 2000.

On April 17, 2000, Southern Company announced that it planned to
spin-off Mirant and its subsidiaries to Southern's shareholders,
to make it an independent, publicly traded company.  The spin-
off, which took place on April 2, 2001, was accomplished in two
steps:

    1. Issuance by Mirant of 20% percent of its stock to the
       public in an initial public offering; and

    2. Southern would spin-off its remaining 80% interest in
       Mirant as a tax-free stock dividend to its shareholders.

In Spring 2004, the Board of Directors of Mirant formed a special
committee to investigate potential claims and causes of action
that may be asserted against Southern or other parties arising
from Mirant's IPO and all other transactions and transfers
leading up to the Spin-Off.  White & Case LLP was engaged to
conduct the investigation.

Prepetition, Troutman Sanders LLP was the Debtors' primary
outside counsel.  Troutman represented Southern and continues to
represent Southern as its lead outside counsel.  Troutman also
acted as "legal counsel" for Project Olympus, simultaneously
representing both Mirant and Southern.

By memorandum dated March 24, 2000, former Senior Vice President
and General Counsel of Southern Company Steve Wakefield directed
Mirant that Troutman should be the only law firm used in
connection with the IPO and Spin-Off.

Southern, SEI [Mirant] and Troutman entered into a Protocol for
Legal Representation dated November 3, 2000.  In broad strokes,
the Protocol provided that "[w]hen requested to do so, [Troutman]
will be permitted to represent in all regards each of the Clients
[e.g., Southern and SEI] before, during and after the IPO and the
contemplated distribution of remaining shares in Southern Energy
[subject to certain exceptions]."  The Protocol further provides
that each of Southern and Mirant "consent to [Troutman] being
asked for advice by the other about the IPO, the contemplated
distribution of remaining shares in Southern Energy, the
separation of the two companies and all matters related to those
events and consents to the Firm rendering such advise even if the
advise is adverse or perceived to be adverse to the interest of
one of them."

After the commencement of the investigation of the Transactions
and Transfers, White & Case advised Troutman that it had been
directed by the Special Committee to conduct the investigation.
White & Case referenced the March 24 Memorandum, and requested
"copies of all documents, files and communications generated or
received by your firm in connection with the Transactions and
Transfers as well as all communications between your firm and
Mirant or Southern that mention or relate to the Transactions and
Transfers."  In addition, White & Case asked Troutman to preserve
all documents relating to White & Case's investigation.

Thereafter, White & Case and Troutman exchanged a series of
correspondence, pursuant to which Troutman produced three bankers
boxes of documents, followed by a 67-page privilege log.

To obtain the critical documents relating to the Special
Committee's continuing investigation of the Transactions and
Transfers and to timely file a complaint against Southern and
other parties, the Debtors ask Judge Lynn to:

    (a) authorize the oral examination under oath of members,
        counsel, associates and employees of Troutman who worked
        on the examination matters; and

    (b) direct Troutman to produce for inspection and copying all
        documents and communications.

The Debtors also ask the Court that the production and
examination of the Requested Documents take place at the offices
of White & Case LLP, Suite 4900, 200 South Biscayne Boulevard,
Miami, Florida 33131.  The oral examinations of Troutman
personnel, including John T. W. Mercer, will take place at the
offices of Troutman, 600 Peachtree Street, NE, Atlanta, Georgia
30308, and commence at 10:00 a.m., on July 5, 2005.

Alternatively, the Debtors ask Judge Lynn to direct Troutman to
turn over the Requested Documents not already produced, pursuant
to Section 542(e) of the Bankruptcy Code.

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: Rockland County Says Disclosure Statement is Misleading
---------------------------------------------------------------
The County of Rockland holds claims against certain Mirant
Corporation debtor-affiliates based in New York for ad valorem
real property taxes that the County paid to other taxing
authorities because the Debtors refused to pay.  Rockland was
forced to borrow funds and pay the taxes instead.  These New York
Debtors, include:

    -- Mirant New York, Inc.,
    -- Mirant Bowline, LLC, and
    -- Mirant Lovett, LLC.

Kevin M. Lippman, Esq., at Munsch Hardt Kopf & Harr, P.C., in
Dallas, Texas, contends that the Disclosure Statement should not
be approved based on these grounds:

    (1) The inclusion in the Disclosure Statement of the Debtors'
        proposed settlement of the New York tax litigation is
        misleading to creditors;

    (2) The collective classification and treatment of Rockland
        and the other taxing authorities and their claims is
        inaccurate and misleading; and

    (3) The Disclosure Statement fails to clearly state whether
        the intercompany claims and causes of action held by
        certain of the Debtors will be preserved in the event they
        are carved out of the Plan.

The Debtors have taken the position that the taxes paid by
Rockland are prepetition claims, Mr. Lippman notes.   To the
extent that the Tax Claims are determined to be prepetition
claims, Rockland is the sole entity that is entitled to vote on
the Plan with respect to those claims as a result of Rockland
having made the other "New York Taxing Authorities" whole, Mr.
Lippman asserts.  The Disclosure Statement and Plan are
misleading and confusing because they repeatedly refer to
Rockland and certain other taxing authorities as collectively
holding the Tax Claims to be voted, Mr. Lippman tells the Court.

Mr. Lippman asserts that the Disclosure Statement should be
amended to unequivocally state whether or not the New York
Debtors will retain all their intercompany claims and causes of
action against all other Debtors subject to the Plan in the event
the Plan is confirmed.

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)


MORGAN STANLEY: Fitch Affirms Junk Ratings on $6M Mortgage Bonds
----------------------------------------------------------------
Fitch affirms Morgan Stanley Capital I Inc.'s Commercial Mortgage
Pass-Through Certificates, series 1999-CAM1 as follows:

     -- $58.7 million class A-2 at 'AAA';
     -- $86 million class A-3 at 'AAA';
     -- $205.8 million class A-4 at 'AAA';
     -- Interest only class X at 'AAA';
     -- $26.2 million class B at 'AAA';
     -- $26.2 million class C at 'AA+';
     -- $12.1 million class D at 'AA-';
     -- $20.2 million class E at 'A-';
     -- $8.1 million class F at 'BBB+';
     -- $14.1 million class G at 'BBB';
     -- $14.1 million class H at 'BB+';
     -- $6 million class J at 'BB-';
     -- $8.1 million class K at 'B+';
     -- $6 million class L at 'B';
     -- $6 million class M at 'CCC';
     -- $3.5 million class N remains at 'D'.

Class A-1 has been paid in full.

The rating affirmations reflect the transactions current stable
performance and scheduled loan amortization.  As of the May 2005
distribution date, the balance of the transaction has been reduced
36% to $501.1 million from $806.5 million at issuance.  

118 of the original 152 loans remain outstanding.  The pool
remains geographically diverse with the largest concentration of
properties (21.6%) in California.  Although there are currently no
delinquent or specially serviced loans in the transaction, 7.7%
are Fitch loans of concern due to declining DSCR and occupancy.   
To date, the pool has realized losses totaling $6.6 million.


ONE TO ONE: Hires Cohn & Whitesell as Bankruptcy Counsel
--------------------------------------------------------
One to One Interactive, LLC, sought and obtained permission from
the U.S. Bankruptcy Court for the District of Massachusetts to
employ Cohn & Whitesell LLP as its bankruptcy counsel.

Cohn & Whitesell will advise and represent the Debtor in all
aspects of its bankruptcy case and other legal matters affecting
it.  The Debtor believes that the employment of the Firm is in the
best interest of the Debtor, its estate and creditors.

Cohn & Whitesell received a $74,926.20 retainer.

Daniel C. Cohn, Esq., disclosed that Cohn & Whitesell's
professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Daniel C. Cohn                    $530
      A. Davis Whitesell                $420
      Kristin M. McDonough              $290
      Christopher M. Candon             $250
      Nathan R. Soucy                   $190
      Linda A. Goffredo                 $105

The Debtor believes that Cohn & Whitesell is disinterested as that
term is defined in Section 101(14) of the U.S. 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.


OXFORD AUTOMOTIVE: Committee Wants More Time to Object to Claims
----------------------------------------------------------------          
The Official Committee of Unsecured Creditors of Oxford
Automotive, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Eastern District Of Michigan to further
extend the deadline by which it can file objections to proofs of
claim filed by the North American General Unsecured Creditors.  

The current deadline by which the Committee can file objections to
proofs of claim will expire on June 22, 2005.  The Committee wants
until Aug. 22, 2005, to object to proofs of claims filed by the
North American General Unsecured Creditors against the Debtors'
estates.

The Court confirmed the Debtors' Second Amended Non-Consolidated
Plan of Reorganization on March 9, 2005, and the Plan took effect
on March 24, 2005.

The Committee gives the Court five reasons in support of its
request to extend the claims objection deadline:

   a) the reorganized Debtors no longer have sufficient employees
      that will enable them to provide all the information and
      documents related to the claimants involved to be submitted
      on a timely and expedited basis to the Committee and its
      professionals;

   b) unresolved disputes have arisen regarding the Debtors' duty
      to provide information without subjecting the Committee to
      attendant costs of those unresolved disputes;

   c) the Committee is still in the process of requesting
      documents and information from the North American General
      Unsecured Creditors and it has commenced searches under the
      Freedom of Information Act to obtain documents and
      information from those creditors without the attendant costs
      of litigation;

   d) the Debtors are still in the process of preparing objections
      to administrative, priority and secured claims and unless
      those claims are resolved, the Committee will not be able to
      determine the extent to which any remaining unsecured
      portion of those claims will not be subject to an objection;
      and

   e) there are a number of large claims filed against the
      Debtors' estates, and the documents for those claims are
      either voluminous or difficult to obtain, which requires the
      requested extension so the Committee can complete its review
      and analysis of those claims.

Headquartered in Troy, Michigan, Oxford Automotive, Inc. --
http://www.oxauto.com/--is a Tier 1 supplier of specialized  
metal-formed systems, modules, assemblies, components and related
services for the automotive industry.  Oxford's primary products
include structural modules and systems, exposed closure panels,
suspension systems and vehicle opening systems, many of which are
critical to the structural integrity and design of the vehicle.
The Company and its debtor-affiliates filed for chapter 11
protection on December 7, 2004 (Bankr. E.D. Mich. Case No.
04-74377).  I. William Cohen, Esq., at Pepper Hamilton LLP,
represents the debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$727,023,000 in total assets and $771,325,000 in total debts.  The
Court confirmed the Debtors' chapter 11 Plan on March 9, 2005, and
the Plan took effect on March 24, 2005.


PEGASUS SATELLITE: Travis County Wants to Collect Ad Valorem Taxes
------------------------------------------------------------------
Travis County asks the U.S. Bankruptcy Court for the District of
Maine to compel Pegasus Satellite Communications, Inc. and its
debtor-affiliates to remit payment for certain ad valorem property
tax and any additional charges that have accrued since the
Petition Date.

David Escamilla, Esq., in Austin, Texas, tells the Court that the
Debtors owe Travis County for ad valorem property taxes due under
the Taxable Property and Exemptions provision of the Texas Tax
Code.  The ad valorem property taxes are delinquent if not paid
before February 1st of the year following the year in which the
taxes were imposed.

According to Mr. Escamilla, the ad valorem property taxes for the
tax year 2004 were incurred subsequent to the Petition Date, thus,
they are administrative expenses of the Debtors' estates.

Mr. Escamilla relates that the Debtors failed to timely pay the ad
valorem property taxes asserted and continues to incur additional
charges as a direct result of the delinquency.  The Debtors are
effectively reducing the estate and prejudicing the interest of
all the creditors by allowing the postpetition taxes to remain
unpaid, Mr. Escamilla argues.

"The taxing authorities are not to be used as the lender of last
resort.  Travis County is entitled to be paid the administrative
expense due and owing," Mr. Escamilla says.

Travis County wants the remittance to be sent in care of Karon Y.
Wright, Assistant County Attorney.

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)


PILLOWTEX CORP: Taps Grasty Guintana Majlis as Counsel
------------------------------------------------------
Pursuant to Section 327 of the Bankruptcy Code, Pillowtex
Corporation seek the U.S. Bankruptcy Court for the District of
Delaware's authority to employ Grasty Quintana Majlis & Cia. as
counsel.

Grasty Quintana represented and advised the Debtors with respect
to negotiations on the sale of shares and collection of royalties
owed by Canontex S.A., a Chilean stock company.

The Debtors want to continue the firm's representation.

Grasty Quintana is a Chilean law firm specializing in national
and international commercial matters.  Grasty Quintana has broad
experience in litigation and dispute resolution, in commercial,
civil, and criminal matters and in specialized fields.  Some of
the firm's most notable achievements include participation in
national and international litigation in antitrust matters and
litigation related to public services concessions, mining, and
constitutional law.

In exchange for its services, the Debtors will pay Grasty
Quintana based on its current customary hourly rates:

   * $300 for partners,
   * $200, for associates, and
   * $100 for paraprofessionals.

Grasty Quintana has rendered prepetition services to the Debtors
that have not yet been billed or that have been billed but with
respect to which payment has not been received.  The value of the
services is less than $40,000.

Michael Grasty Cousino, Esq., a member of the firm, assures the
Court that that Grasty Quintana does not represent any interest
adverse to the Debtors or their estates in the matters on which
it is seeking to be engaged.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to   
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.  (Pillowtex Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


RAFAELLA APPAREL: Moody's Rates Proposed $160 Million Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 rating to
Rafaella Apparel Group, Inc.'s proposed $160 million Second Lien
Senior Secured Notes.  At the same time, a B1 Senior Implied
rating was assigned.  The ratings outlook is stable.

The ratings reflect:

   * the company's high product, customer, and sourcing
     concentrations;

   * the vulnerability of the high margins and consequent
     profitability attained over the past few years in the face of
     stiffening competition in the apparel industry;

   * the challenges associated with a disruption of management
     continuity; and

   * the probability that meaningful deleveraging may be limited.

The senior secured notes rating also reflects the effective
subordination of the debt to the sizable bank credit facility.  
The ratings recognize the company's strong market presence in
better women's sportswear with a focus on basic separates.

The proposed transaction will fund the buyout of the company by
Cerberus Capital Management LP.  Rafaella (a newly formed Delaware
corporation) will be owned 75% by Cerberus and 25% by Rafaella
Sportswear, Inc., Rafaella's predecessor company.  Sportswear will
transfer all of its assets to Rafaella.  As a result of the change
in ownership, there have been changes in senior management, with a
new CEO and CFO recently being named.

All of the company's revenues come from the sale of women's casual
wear and career wear and the majority is in Missy sizes (average
build).  Its ten largest corporate customers represent
approximately 70% of the company's revenues.  Rafaella has
centralized most of its sourcing with one agent in Hong Kong who
deals with the company's contract manufacturers.  Any interruption
of this supply could be detrimental to the company's replenishment
and private label businesses.

Ratings are supported by:

   * the low inventory and fashion risks inherent in the
     replenishment and private label business;

   * the retention of the ex-CEO, as an advisor, and two other
     principals in management positions for at least one year;

   * the addition to the Board of a veteran retailing executive;

   * the historically low merchandise returns rate;

   * the reputation that the brand has for good fit and quality;
     and

   * the company's relatively strong credit metrics.

Since 2001, the company has increased its operating margins by
improving its gross margin and reducing SG&A to sales.

The stable rating outlook reflects the expectation that the
company will maintain adequate margins and profitability in a very
competitive marketplace, modest growth prospects for 2005 and
2006, and modest deleveraging in the near future.

Negative rating action could result from a deterioration in
Rafaella's operating margin to below 20%, a decrease in
EBIT/interest to below 3 times, or an increase in its adjusted
debt/EBITDAR to above 3.5 times.  However, a ratings upgrade could
ensue if:

   * its operating margin is maintained at its current levels;

   * EBIT/interest reaches 5 times and its adjusted debt/EBITDAR
     declines to below 2.5 times for a sustained period; and

   * the company's management and governance transition proves
     to be successful.

The $160 million Senior Secured Notes, which will mature in 2011,
will be guaranteed by the company's subsidiaries and secured by a
second priority lien on the assets of Rafaella and its
subsidiaries.  The notes and the guarantees will be subordinated
to a $62.5 million senior revolving credit facility, maturing in
2010, which will have a first priority lien on substantially all
of the company's current and future assets and the equity in its
domestic subsidiaries.  It is expected that the company will have
adequate liquidity through its revolving credit facility and cash
flow generation.  The senior secured notes and the senior
revolving credit facility will represent substantially all of the
company's debt at closing.

The indenture and the agreement will contain certain restrictive
covenants, including minimum working capital, and limitations on:

   * asset sales,
   * transfers,
   * additional indebtedness,
   * liens,
   * dividend payments, and
   * share redemptions.  

Cerberus Capital Management LP will invest $40 million in
convertible redeemable preferred shares issued by Rafaella.  The
resulting $200 million proceeds will be used to acquire a 75%
ownership interest in Rafaella by Cerberus from Sportswear, a
subchapter S corporation, and to repay existing debt.  The
$40 million preferred shares are redeemable in six and one half
years (or six months after the maturity date of the Senior Secured
Notes) or upon change of control, in which case it will be subject
to the restricted payment covenant.  The ratings assigned are
subject to the receipt of final documentation with no material
changes to the terms as originally reviewed by Moody's.

These ratings were assigned:

   * $160 million guaranteed second lien senior secured 6 year
     term loan, of B2; and

   * Senior Implied rating, of B1.

   * The outlook is stable.

Rafaella Sportswear, Inc., based in New York, New York, is a
designer, sourcer, and marketer of a full line of women's career
and casual sportswear separates.  The company, founded in 1982,
markets its products under the Rafaella and private label brands.


RELIANCE GROUP: Court Okays $5.4 Mil. Asset Sale to TC Midlantic
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company,
permission to sell 27.617 acres of real property to TC Midlantic
Development, Inc., for $5,414,072.

As reported in the Troubled Company Reporter on Apr. 13, 2005,
the Property is designated as Virginia Tax Map 93, Parcel M
(Areas 1 and 2), in Loudoun County, Virginia.  Jerome B. Richter,
Esq., at Blank Rome, in Philadelphia, relates that the Property
was purchased in 1987 when RIC acquired 409 acres of land for
$26,634,439, or $1.49 per square foot.  Of the 409 acres, 112.5
acres were zoned residential and 296.5 were zoned commercial.  At
$1.49 per square foot, the 112.5 acres of residential land had a
pro rata cost of $7,301,745, while the 296.5 acres of commercial
land had a pro rata cost of $19,332,694.  During the governmental
approval process, 41.5 residential acres were designated and
dedicated as flood plain, community recreational space, or
roadway improvements.  The remaining 71 net acres of residential
land were sold in five transactions between 1999 and 2002 for
$22,970,800.  Of the 296.5 acres of commercial land, 84.7 acres
were set aside and dedicated as flood plain, right-of-way or toll
road use during the development approval process.

Mr. Richter notes that the Property was the subject of a Court-
approved Prior Agreement with TC Midlantic, dated January 12,
2004, that contemplated a sale price of $7,599,247.  The Prior
Agreement identified the Property as Tax Map 93, Parcel 13, and
stated the size as 26.19 acres.  A recent survey revealed the
actual size of the Property to be 27.617 acres.

The Prior Agreement contained contingencies, including that TC
Midlantic re-zone the Property for retail commercial uses.
During the re-zoning process, Loudoun County informed RIC and TC
Midlantic that rezoning was not possible.  As a result, the Prior
Agreement was not consummated.

Due to this setback, TC Midlantic asked RIC to sell the Property
without a re-zoning condition at a reduced price reflecting the
diminished value under the existing office commercial zoning.
RIC agreed, paving the way for the current Sale Agreement, under
which TC Midlantic will pay $5,414,072 for the Property.  This
amount reflects a price reduction of $2,185,175.  TC Midlantic
paid a $100,000 initial deposit into escrow under the Prior
Agreement.  Upon Court approval, TC Midlantic will establish a
$200,000 replacement escrow.  RIC is obligated to spend up to
$25,000 to cure any code or other violation.

RIC used Cassidy & Pinkard as real estate broker.  RIC is
obligated to pay Cassidy and Pinkard a commission of 5% of the
first $1,000,000 and 3% of the balance.  Based on the $5,414,072
purchase price, RIC will pay Cassidy and Pinkard an $182,422
commission.

Mr. Richter states that the purchase price represents fair value
to the RIC estate.  The Liquidator obtained updated advice from
Robert G. Johnson, MAI of JMSP, Inc., in Herndon, Virginia.  Mr.
Johnson prepared a new appraisal report for the Property dated
January 11, 2005.  Mr. Johnson's report indicates that the fair
market value for the Property is $4,710,000.

Mr. Richter tells the Pennsylvania Commonwealth Court that TC
Midlantic is financially able to consummate the transaction.  TC
Midlantic is wholly owned by the Trammell Crow Company.  Trammell
Crow's financial statements for 2004 show $39,000,000 in net
income.  Its balance sheet indicates available cash or cash
equivalents totaling $163,637,000 at the end of 2004.

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


RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on 3 Private Certs.
---------------------------------------------------------------
Residential Asset Mortgage Products, Inc. (RAMP) series 2005-RS5,
is rated by Fitch Ratings as follows:

     -- $91.5 million class A-I-1 'AAA';
     -- $98.5 million class A-I-2 'AAA';
     -- $20.9 million class A-I-3 'AAA';
     -- $210.8 million class A-II 'AAA';
     -- $20.8 million class M-1 'AA+';
     -- $11.5 million class M-2 'AA';
     -- $8.8 million class M-3 'AA-';
     -- $6 million class M-4 'A+';
     -- $6.3 million class M-5 'A';
     -- $4.8 million class M-6 'A-';
     -- $4.8 million class M-7 'BBB+';
     -- $3 million class M-8 'BBB';
     -- $2.5 million class M-9 'BBB-';
     -- $2.5 million privately offered class B-1 'BB+';
     -- $2.5 million privately offered class B-2 'BB';
     -- $2.5 million privately offered class B-3 'B'.

The 'AAA' rating on the class A certificates reflects the 15.65%
initial credit enhancement provided by 4.15% class M-1, the 2.30%
class M-2, the 1.75% class M-3, the 1.20% class M-4, the 1.25%
class M-5, the 0.95% class M-6, the 0.95% class M-7, the 0.60%
class M-8, the 0.50% class M-9, the 0.50% privately offered class
B-1, the 0.50% privately offered class B-2, and the 0.50%
privately offered class B-3, along with overcollateralization
(OC).

The initial and target OC is 0.50%.  In addition, the ratings
reflect the strength of the transaction's legal and financial
structures and the attributes of the mortgage collateral.  The
ratings also reflect the strength of the servicing capabilities
represented by Residential Funding Corporation (RFC) as master
servicer and Homecomings Financial Network, Inc. as primary
servicer on the pool.

The collateral pool consists of 3,088 fixed-rate and adjustable-
rate mortgage loans with and initial aggregate principal balance
of $500,000,411 secured by first liens.  As of the cut-off-date,
the weighted average original loan-to-value ratio (OLTV) of the
collateral pool was 90.96% and the weighted average credit score
was 683.  The average balance was $161,917 and the pool had a
weighted average interest rate of 7.274%.  The weighted average
original term to maturity was 358 months.  California (14.12%),
Florida (10.67%), and Texas (6.75%) comprise the top three state
concentrations.

The loans were sold by RFC to RAMP, the depositor. Prior to
assignment to the depositor, RFC reviewed the underwriting
standards for the mortgage loans.  The mortgage loans included in
the trust were acquired and evaluated under Residential Funding's
'Negotiated Conduit Asset Program' or NCA Program.  The negotiated
conduit asset program allows for loans which are not eligible for
Residential Funding's other programs.  Examples of reasons for
exclusion from Residential Funding's other programs include, but
are not limited to, higher debt-to-income ratios or higher loan-
to-value ratios.


QUEBECOR WORLD: Moody's Reviews Ba3 Rating & May Downgrade
----------------------------------------------------------
Moody's Investors Service placed all ratings of Quebecor World
Inc. and subsidiaries under review for possible downgrade.  The
action is the result of the company's filing of a normal course
issuer bid to purchase up to approximately US$140 million of its
own shares, while at the same time reporting weak first quarter
results and guidance for even lower results in the second quarter.

In assigning its Baa3 rating, Moody's had assumed that the 2004
improvement in QWI's cash generation capability would be largely
sustainable going forward, despite continued relatively flat
revenue in a challenging industry, and increased cash use for
QWI's offset press spending program that will commence later this
year.  Moody's now intends to review its assumptions on the
quality and sustainability of QWI's future cash generation,
including its ability to at least maintain its revenue base in a
very competitive marketplace, and produce an average EBITDA margin
in the 13-14% range (after deducting amortization of deferred
charges and cash restructuring charges, and adding back A/R
securitization fees and rent expense).

Moody's remains concerned that management will take actions that
they may deem either strategically necessary or beneficial to
shareholders, which may be detrimental to the interests of QWI's
creditors.  In its review, Moody's intends to reconsider the
likelihood that cash generation will be directed towards share
repurchases or acquisitions rather than debt reduction.  Moody's
will also seek to understand management's views on its credit
ratings within the context of its business strategy and its
capital structure targets.

Moody's continues to summarize these operational and capital
structure issues with reference to the likely future relationship
of adjusted free cash flow to adjusted debt.  The rating may be
lowered unless Moody's can conclude that this metric will reach 8-
10% within a two year period, and be sustainable.  A number of
other leverage and coverage metrics, including debt to EBITDA,
retained cash flow to debt and (EBITDA-Capex)/ interest (all on an
adjusted basis), will also be considered within a broader context
of the industry drivers and QWI's own competitive position and
strategies.

Ratings affected by this action:

Quebecor World Inc.:

  Senior Unsecured, rated Baa3:

    -- US$1 billion bank facility due November 2007 US$417
       million O/S*

Quebecor World (USA) Inc.

  Senior Subordinated, rated Ba1:

    -- 6% due October 2007 US$120 million

Quebecor World Capital Corporation

  Senior Unsecured, rated Baa3

    -- 6.5% debentures due August 2007 (puttable August 2004)
       US$ 3 million

    -- 7.25% debentures due January 2007 US$150 million**

    -- 4.875% debentures due November 2008 US$200 million**

    -- 6.125% debentures due November 2013 US$397 million**

        * also available to, and cross-guaranteed by,
          Quebecor World (USA) Inc.

       ** guaranteed by Quebecor World Inc.

Quebecor World Inc. is one of the world's largest commercial
printers.  It is headquartered in Montreal, Quebec, Canada.


QWEST COMMS: March 31 Balance Sheet Upside-Down by $2.5 Billion
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) reported first
quarter results that benefited from growth in key products and
significant margin expansion.

"Qwest continues to realize positive results as key initiatives
continue to stimulate new growth and improve profitability," said
Richard C. Notebaert, Qwest chairman and CEO.  "We have
strengthened our operating performance and improved our
competitive position, while pursuing opportunities to drive future
growth."

                        Financial Results

Qwest's reported revenue of $3.45 billion for the quarter,
representing the fourth consecutive quarter of stable revenues
despite competitive pressures.  Sequentially, revenues were helped
by gains in key growth areas including long-distance and DSL.  The
company further benefited from strategic price initiatives in key
product categories, including consumer long-distance, packages and
wholesale long distance.

"Our ability to stabilize revenues, as well as our continued
diligence on cost containment and optimization, has resulted in
meaningful margin expansion.  EBITDA margins increased to more
than 28 percent compared with 25 percent a year ago," said Oren G.
Shaffer, Qwest vice chairman and CFO.  "We continue to improve our
competitive position, performance and financial flexibility."

Qwest's first quarter operating expenses totaled $3.2 billion, a
decline of four percent or $136 million compared to the first
quarter of 2004.  Cost of sales declined $15 million in the first
quarter compared with the first quarter of last year. The decrease
was driven by continued improvement in employee cost savings, and
the reduction of fixed and variable costs as a result of our
facilities cost optimization initiatives, partially offset by an
increase in wireless usage-based minutes and an increase in long-
distance minutes.  Selling, general and administrative (SG&A)
expenses decreased $118 million for the same period, primarily as
a result of workforce rebalancing, productivity improvements and
continued cost-containment efforts.

Revenue less cost of sales and SG&A for the first quarter totaled
$974 million compared with $873 million for the first quarter of
2004, including restructuring and severance charges of $15 million
in both periods.

          Capital Spending, Cash Flow and Interest

First quarter capital expenditures totaled $313 million, compared
to $455 million in the first quarter of 2004.  The company's
disciplined approach to capital spending focuses on investment in
key growth areas and ensuring that maintenance levels are
appropriate to support the highest service levels.

Cash generated from operations of $343 million in the first
quarter exceeded capital expenditures by $30 million, including
special payroll payments of approximately $190 million related to
employee bonuses and payroll taxes.  The payroll taxes of
approximately $40 million are expected to be substantially
reimbursed in subsequent periods.  Qwest expects continued
delivery of operating results to be the primary driver of improved
cash flow from operations in 2005.  Qwest continues to expect 2005
cash from operations in excess of capital expenditures to surpass
2004 levels before one-time payments.

Interest expense totaled $381 million for the first quarter, a
decrease of four percent compared to $397 million in the first
quarter a year ago.  The decline is primarily a result of
recognition of issuance fees in the first quarter of 2004
associated with the early repayment of a credit facility.

                     DIRECTV(R) Alliance

Qwest and DIRECTV's previously announced strategic relationship
allows Qwest to offer DIRECTV digital satellite television
services to residential customers across the western United
States.  With DIRECTV service, customers can enjoy a variety of
all-digital programming, including news, sports, movies and music.
Qwest is marketing and providing front-line customer support for
the DIRECTV service and has incorporated it as part of a full
suite of bundled communications services.  Customers now receive
an integrated bill, which includes both their DIRECTV service and
Qwest services.

                     Balance Sheet Update

The company continued to improve liquidity and financial
flexibility by reducing total debt less cash and marketable
investments by more than $565 million to $14.9 billion, compared
with $15.5 billion in the first quarter 2004.  Qwest ended the
quarter with $2.4 billion in cash and short-term investments.

                 Wireless Asset Sale Completed

As previously reported, the company closed on its wireless asset
sale of PCS licenses and related wireless network assets to
Verizon Wireless for $418 million in cash during the first quarter
2005.

                      About the Company

Qwest Communications International Inc. (NYSE: Q) --  
http://www.qwest.com/-- is a leading provider of voice, video  
and data services. With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.  

At Mar. 31, 2004, Qwest Communications' balance sheet showed a  
$2,564,000,000 stockholders' deficit, compared to a $2,612,000,00  
deficit at Dec. 31, 2004.


QWEST COMMS: Shareholders Re-Elect Directors & Ratify KPMG Work
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) reported
preliminary voting results following its annual shareholders'
meeting at the Denver Center for the Performing Arts.  At the
meeting, shareholders re-elected three directors.  The three
re-elected are:

   -- Richard C. Notebaert, Qwest chairman and CEO, with 97.6
      percent voting in favor;

   -- Linda G. Alvarado, with 97 percent voting in favor; and

   -- Cannon Y. Harvey, with 76.4 percent voting in favor.

               Independent Auditor Ratification

Shareholders also approved the ratification of KPMG LLP as its
independent auditor for 2005, with 98.25 percent voting for and
0.92 percent voting against.

In addition to the re-election of the three directors and the
ratification of KPMG, shareholders rejected three other proposals:

   -- A policy that all members of certain committees of the Board
      of Directors be independent under a definition of
      "independence" as adopted by the Council of Institutional
      Investors, which was rejected by shareholders with 63.72
      percent voting against and 34.97 percent voting in favor;

   -- Requesting that the company seek stockholder approval of
      certain benefits for senior executives under its non-
      qualified pension plan or any supplemental executive
      retirement plan, which was rejected by shareholders with
      81.15 percent voting against and 17.75 percent voting in
      favor;

   -- Requesting that the company adopt a policy that, in the
      event of a substantial restatement of financial results, the
      Board would pursue recovery of certain performance-based
      compensation, which was rejected by shareholders with 67.18
      percent voting against and 31.66 percent voting in favor.

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of voice, video and   
data services. With more than 40,000 employees, Qwest is committed
to the "Spirit of Service" and providing world-class services that
exceed customers' expectations for quality, value and reliability.

At March 31, 2005, Qwest Communications' balance sheet showed a
$2,564,000,000 stockholders' deficit, compared to a $2,612,000,000
deficit at Dec. 31, 2004.


QWEST COMMS: Swaps Old Private Notes for Newly Registered Bonds
---------------------------------------------------------------
Qwest Communications International Inc. (NYSE: Q) commenced offers
to exchange all of Qwest Corporation's privately placed
outstanding 7.875 percent notes due 2011 and 8.875 percent notes
due 2012 for newly registered 7.875 percent notes due 2011 and
8.875 percent notes due 2012, respectively, to be issued by QC.

The exchange offers, which are required by the registration rights
agreements for the outstanding notes, are being made pursuant to
prospectuses dated May 26, 2005.  Copies of the exchange-offer
prospectus and related transmittal materials governing the
exchange offer for the 2011 notes are available from the exchange
agent for the offer, US Bank Corporate Trust Services, at:

            US Bank Corporate Trust Services
            950 17th Street, Suite 300
            Denver, CO 80202
            Attn: Seth Dodson
            303-585-4591

Qwest Communications International Inc. (NYSE: Q) --
http://www.qwest.com/-- is a leading provider of voice, video and   
data services. With more than 40,000 employees, Qwest is committed
to the "Spirit of Service" and providing world-class services that
exceed customers' expectations for quality, value and reliability.

At March 31, 2005, Qwest Communications' balance sheet showed a
$2,564,000,000 stockholders' deficit, compared to a $2,612,000,000
deficit at Dec. 31, 2004.


SECURITIZED ASSET: Fitch Rates $11.4M Private Offering at BB+
-------------------------------------------------------------
Securitized Asset Backed Receivables LLC (SABR), mortgage pass-
through certificates, series 2005-FR2 are rated by Fitch Ratings
as follows:

      -- $600.9 million privately offered classes A-1A and A-1B
         (senior certificates) 'AAA';

      -- $241.8 million classes A-2A, A-2B, and A-2C (senior
         certificates) 'AAA';

      -- $92.4 million class M-1 'AA';

      -- $59.3 million class M-2 'A';

      -- $17.4 million class M-3 'A-';

      -- $16.3 million class B-1 'BBB+';

      -- $13.6 million class B-2 'BBB';

      -- $12 million class B-3 'BBB-';

      -- $11.4 million privately offered class B-4 'BB+'.

The 'AAA' rating on the offered and unoffered senior certificates
reflects the 22.50% total credit enhancement provided by the 8.50%
class M-1, the 5.45% class M-2, the 1.60% class M-3, the 1.50%
class B-1, the 1.25% class B-2, the 1.10% class B-3, the 1.05%
unoffered class B-4, and the overcollateralization (OC). The
initial and target OC is 2.05%.  All certificates have the benefit
of monthly excess cash flow to absorb losses.  In addition, the
ratings reflect the quality of the loans, the integrity of the
transaction's legal structure, as well as the capabilities of
Saxon Mortgage Services, Inc. (rated 'RPS2+' by Fitch) as servicer
and Wells Fargo Bank, National Association as trustee.

The collateral pool consists of 5,309 fixed- and adjustable-rate
mortgages.  As of the closing date, the mortgage loans have an
aggregate balance of approximately $1.087 billion.  The weighted
average loan rate is approximately 7.144% and the weighted average
remaining term to maturity (WAM) is 355 months.  The average
principal balance of the mortgage loans as of the cut-off date is
approximately $204,821.  The weighted average original loan-to-
value (OLTV) ratio is 81.28% and the weighted average borrower
credit score was 622.  The properties are primarily located in
California (28.91%), New York (10.94%), and Florida (9.38%).

All of the loans were originated or acquired by Fremont Investment
and Loan.  Fremont is a California state chartered industrial bank
headquartered in Brea, CA.  Fremont currently operates five
wholesale residential real estate loan production offices.  
Fremont conducts business in 45 states and its primary source of
origination is through licensed mortgage brokers.


SHOWTIME ENTERPRISES: Want Chapter 11 Cases Converted to Chap. 7
----------------------------------------------------------------
On March 16, 2005, Showtime Enterprises Inc. and Showtime
Enterprises West Inc. sold substantially all of their assets to
Sparks Exhibit & Environment Corp. for $7,501,801.

The sale proceeds will be distributed to:

          Amount        Creditor Constituency
          ------        ---------------------
       $2,100,000       Secured creditors;
          100,000       Administrative expense carve-out;
           50,000       Unsecured creditors;
          601,801       U.S. Small Business Administration; and
        4,650,000       Argosy Investment Partners II, L.P., and
                          Alliance Mezzanine Investors, L.P.

In accordance with the asset purchase agreement with Sparks, the
Debtors changed their names to SEI East, Inc., and SEI West, Inc.

The Debtors' employees were either terminated or absorbed by
Sparks.  As such, the Debtors have no estates to reorganize, no
employees and means of formulating a chapter 11 plan.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
District of New Jersey to convert their chapter 11 bankruptcy
proceedings into a chapter 7 liquidation pursuant to Section
1112(b) of the Bankruptcy Code.

Headquartered in Paulsboro, New Jersey, Showtime Enterprises, Inc.
-- http://www.showtimeinc.com/-- provides creative design and  
high quality fabrication.  The Debtor's full-service portfolio
includes trade show and museum exhibits, corporate interiors,
event management, retail merchandising displays and environments
as well as corporate gifts & incentives.  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 12, 2005
(Bankr. D. N.J. Case No. 05-11089).  Rocco A. Cavaliere, Esq., at
Blank Rome Comisky and McCauley LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $10 million.


SPIEGEL INC: Court Nixes Successor Trustee's $10.5 Million Claim
----------------------------------------------------------------
On November 16, 1999, Richard Lederer and Renee M. Lederer
commenced an action in the Supreme Court of the State of New
York, County of New York, against, inter alia, Eddie Bauer, Inc.,
and Marie Wallace Powers and William Gerard Wallace.  Ms. Powers
and Mr. Wallace are successor trustees under certain Declarations
of Trust dated December 30, 1955, and January 2, 1957, against
Spiegel, Inc.

The Litigation sought damages for certain injuries allegedly
sustained by Mr. Lederer on September 11, 1997, while working on
certain premises located on the first floor of 600 Madison
Avenue, in New York, owned by the Successor Trustees and occupied
by Eddie Bauer.

On August 18, 2003, the Successor Trustees filed Claim No. 1063
against Eddie Bauer for $10,500,000, apparently based on any
potential indemnification claim they might have in respect of the
Litigation.

Subsequently, Mr. Lederer filed Claim Nos. 1627 and 1651 against
Spiegel, both asserting $10,500,000, and based on the Litigation.

Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
relates that the Lederers' Claims were identified as personal
injury claims and, accordingly, were listed as claims suitable
for inclusion in the Alternative Dispute Resolution Procedures.  
The Successor Trustees' Claim, which is an indemnification claim,
was included on the ADR claims list in error, Mr. Hankin notes.

The Lederers were served with an ADR Notice but did not file
objections.  The Lederers' Claims were therefore rendered subject
to the ADR Procedures.

The Lederers elected to opt-out of the ADR Procedures and,
consequently, entered into an Opt-Out Stipulation, which was
approved by the Court on October 13, 2004.

Pursuant to the ADR Opt-Out Stipulation, the Lederers will:

   (i) waive their claims for punitive damages, attorneys' fees,
       and any similar enhanced remedies;

  (ii) dismiss, with prejudice, their claims against any
       indemnitee;

(iii) not name any indemnitee as a defendant in a pending
       action; and

  (iv) limit recovery, if any, solely to available insurance
       proceeds and waive any and all rights to seek recovery
       from the assets of the Debtors or their estates.

In light of the fact that Eddie Bauer and the Successor Trustees
are co-defendants in the Litigation and that the Successor
Trustees filed a claim against Eddie Bauer in an amount identical
to each of the Lederers' Claims and the aggregate amount claimed
by the Lederers in the Litigation, Mr. Hankin believes that the
Successor Trustees' Claim is for a contingent indemnification
claim resulting from any judgment awarded against the Successor
Trustees in the Litigation.

Mr. Hankin contends that the Successor Trustees clearly fall
within the definition of "Indemnities," to the extent of any
contingent claims.

The Opt-Out Stipulation with the Lederers directly addresses any
claims that they may have against any Indemnities.  Through the
Opt-Out Stipulation, the Lederers have waived any claim they may
have against the Successor Trustees to the extent that claim
includes any amounts for which the Successor Trustees could seek
indemnification or contribution from Eddie Bauer.

Accordingly, at the Debtors' request, the Court disallows and
expunges the Successor Trustees' Claim in its entirety.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general  
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization filed by
Spiegel Inc. and its debtor-affiliates on May 23, 2005.  Spiegel
will emerge from bankruptcy as Eddie Bauer Holdings Inc.
Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SUMMIT WASATCH: Judge Clark Formally Dismisses Chapter 7 Case
-------------------------------------------------------------          
The Honorable Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah formally dismissed the bankruptcy case filed by
Summit Wasatch, L.L.C., on May 27, 2005.

Judge Clark converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding on March 4, 2005.

Judge Clark's decision to dismiss the Debtor's bankruptcy case is
based on the recommendation by Philip G. Jones, the U.S. Trustee
for Region 17.  Mr. Jones filed his request to dismiss the
Debtor's case on May 3, 2005.

Mr. Jones said in his request the after the chapter 7 Section
341(a) meeting held on May 2, 2005, he and the creditors
determined that the Debtor has no more assets left for
distribution to the remaining unpaid creditors and the Debtor is
administratively insolvent.

Judge Clark concludes that the facts cited by Mr. Jones satisfy
cause to dismiss the Debtor's bankruptcy case.

Headquartered in Tremonton, Utah, Summit Wasatch, L.L.C., filed
for chapter 11 protection (Bankr. D. Utah Case No. 04-35773) on
Sept. 28, 2004.  The Court converted the case to a chapter 7
liquidation proceeding on March 4, 2005.  Howard P. Johnson, Esq.,
in Salt Lake City, Utah, represents the Debtor.  When the Debtor
filed for chapter 11 protection, it estimated assets of $10
million to $50 million and estimated debts of $1 million to
$50 million.  The Court formally dismissed the Debtor's bankruptcy
case on May 27, 2005.


TEKNI-PLEX: Moody's Assigns B3 Rating to Proposed $150M Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Tekni-Plex,
Inc.'s proposed $150 million senior secured note, due 2012,
reflecting the priority of claim in the proposed capital structure
and anticipated collateral coverage, notably by residual
enterprise value after giving consideration to outstandings under
its proposed $65 million asset based facility (not rated by
Moody's).

The ratings favorably reflect the proposed liquidity enhancement,
from which there is expected to be full borrowing base
availability under the proposed revolver at closing.  The ratings
outlook remains negative reflecting continued concern about Tekni-
Plex's ability to effectively manage its liquidity given, in
Moody's opinion, the likely continuation of its precarious
business and financial profile.  There is deficit free cash flow
and very high financial leverage with pro forma debt to last
twelve months ended March 31, 2005 EBITDA approaching 15 times
(even higher when adjustments are made for operating leases and
preferred stock).  EBIT has been and is expected to remain
insufficient to cover pro forma cash interest expense.  Should the
company evidence sustained organic improvement in financial
metrics, the ratings outlook could stabilize during the
intermediate term.

Moody's took these ratings actions for Tekni-Plex:

   -- Assigned B3 rating to the proposed $150 million senior
      secured note, due 2012

   -- Affirmed Caa2 rating for the existing $275 million 8.75%
      second lien note, due 2013

   -- Affirmed Ca rating for the $315 million 12.75% senior
      subordinated note, due 2010

   -- Affirmed Caa1 senior implied rating

   -- Affirmed Caa3 senior unsecured issuer rating (non-guaranteed
      exposure)

   -- The ratings outlook remains negative.

Ratings are subject to the review of final documentation.

Proceeds from the proposed note issuance, along with anticipated
new equity in the form of preferred stock of at least $30 million
(only $19 million of which has been announced as awarded to date
plus approximately $11 million in commitments by its investor
group, led by Weston Presidio, having approximately $300 million
total group invested equity) are intended to permanently reduce
outstandings under the existing senior secured credit facility.
That facility had been the subject of covenant violations
regarding minimum EBITDA and fixed charges coverage since the
company's fiscal second quarter, ended December 31, 2004.  The B3
rating of that credit facility has been prospectively withdrawn.

The B3 rating assigned to the proposed note reflects security in
the form of a first lien on US domestic property, plant, and
equipment and the stock of domestic subsidiaries, as well as a
second lien on domestic current assets (junior only to the first
priority liens securing the asset based facility, but senior to
the liens securing the existing second lien note).  The rating
incorporates effective subordination to capital lease obligations,
which are expected to remain minimal.  Guarantees by substantially
all of Tekni-Plex's current and future domestic subsidiaries
support the proposed note.

The affirmation of ratings reflects continued pressure on
profitability as concern about soft volume, high operating costs,
and the challenging pricing environment persist.  The
susceptibility of margins to seasonality affecting roughly one
third of consolidated revenue and the company's negative variance
under expectations constrain the ratings, which reflect the
severity of Tekni-Plex's impaired financial condition.  
Competition and push back from customers are inhibiting the
company from passing through price increases sufficiently to keep
pace with higher costs (e.g. resin and energy), resulting in
declining profitability and cash flow.  (Refer to Moody's press
release issued on May 19, 2005 for further details.)

Headquartered in Somerville, New Jersey, Tekni-Plex, Inc. is a
diversified manufacturer of packaging products and materials for
the consumer products, healthcare, and food industries.


TERWIN MORTGAGE: Fitch Places Low-B Ratings on $38M Class B Certs.
------------------------------------------------------------------
Terwin Mortgage Trust, asset-backed certificates, TMTS series
2005-5SL, is rated as follows by Fitch Ratings:

    -- $507 million class A (senior certificates) 'AAA';
    -- $60.2 million class M-1a 'AA';
    -- $3.2 million class M-1b 'AA';
    -- $30.9 million class M-2 'A';
    -- $19.5 million class M-3 'A-';
    -- $19.5 million class B-1 'BBB+';
    -- $26 million class B-2 'BBB';
    -- $11.1 million class B-3 'BBB-';
    -- $19.7 million class B-4 'BB+';
    -- $18 million class B-5 'BB'.

The 'AAA' rating on the senior certificates reflects the 36.00%
initial credit enhancement provided by 9.75% class M-1a and M-1b,
the 4.75% class M-2, the 3.00% class M-3, the 3.00% class B-1, the
4.00% class B-2, the 1.70% class B-3, the 3.02% class B-4 and the
2.78% class B-5 along with overcollateralization (OC). The initial
OC is 0.00% and the target OC is 4.00%.  All certificates have the
benefit of excess interest.

The collateral pool consists of fixed-rate mortgage loans and
totals $650 million as of the cut-off date.  The weighted average
original loan to value (OLTV) ratio is 95.84%.  The average
outstanding principal balance is $55,314 the weighted average
coupon (WAC) is 10.648% and the weighted average remaining term to
maturity (WAM) is 237 months.  The loans are geographically
concentrated in California (13.98%), Florida (7.62%) and Nevada
(7.20%).

Approximately 19.63% and 24.13% of the mortgage loans were
originated by Ameriquest Mortgage Company and Impac Funding
Corporation, respectively.  Ameriquest Mortgage Company is a
specialty finance company engaged in the business of originating,
purchasing and selling retail and wholesale subprime mortgage
loans. Impac primarily sources production through its
correspondent operations and obtains loans using its wholesale
lending group.


THAXTON GROUP: Hires Chiltington as Auditor & Forensic Accountant
-----------------------------------------------------------------
The Thaxton Group and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Chiltington International, Inc., as their
auditors and forensic accountants, nunc pro tunc to Feb. 1, 2005.

Chiltington will provide consultation services with regard to the
dispute between the Debtors and American Bankers Insurance Group
relating to the insurance business written through the Debtors and
Thaxton Life Partners, Inc.

Chiltington will:

   (a) analyze the relationship between the Debtors, TLP and ABIG;

   (b) research insurance and reinsurance issues;

   (c) assist with formalizing discovery requests;

   (d) review and analyze discovery documents and company records;
       and

   (e) prepare reports.

Two senior consultants will initially carry out the work: W. Perry
Cronin and Donald Wustrow.  Additional professional consultants
will be brought in as determined by Chiltington and the Debtors to
be necessary and appropriate.

W. Perry Cronin, a senior consultant of Chiltington, disclosed
that his Firm's professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Consultant                      $220
      Consulting Staff                       $175
      Administrative Staff                    $30

Chiltington's fees for this engagement have been discounted by 12%
from its standard rates.

The Debtors believe that Chiltington is disinterested as that term
is defined in Section 101(14) of the U.S. 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.


UAL CORP: Senior Executives Assume New Responsibilities
-------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), parent company of
United Airlines, disclosed changes in the responsibilities of two
senior executives.

Senior Vice President-Strategic Sourcing and Chief Procurement
Officer Richard J. Poulton will take on additional enterprise-wide
responsibility for information technology and business
development.  Mr. Poulton's expanded duties include corporate
development activities, technology infrastructure, continuous
improvement programs and strategic sourcing.  Mr. Poulton will now
hold the title of senior vice president-Business Development,
reporting to United's Chairman, CEO and President Glenn Tilton.

Prior to his current role, Mr. Poulton held the position of
president-UAL Loyalty Services through March 2003, and had also
served in United's finance organization.  Mr. Poulton holds a
master's degree from Northwestern University with concentrations
in strategy and finance.  

Executive Vice President-Strategy Douglas A. Hacker will lead
efforts to assess United's ancillary businesses as part of
completing United's Chapter 11 restructuring.  Mr. Hacker will
initially focus on San Francisco-based MyPoints.com.

Mr. Hacker played an integral role in the development of United's
loyalty and e-commerce businesses, including Mileage Plus,
MyPoints.com, united.com, Orbitz and Hotwire.  He also served as
the first president of UAL Loyalty Services and as chief financial
officer of United.  Mr. Hacker holds a master's degree in business
administration from Harvard Business School.

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 PRODUCERS: Hires Vorys Sater as Bankruptcy Counsel
---------------------------------------------------------
United Producers, Inc., and Producers Credit Corporation sought
and obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio, Eastern Division, to retain Vorys,
Sater, Seymour and Pease, LLP, as counsel during their chapter 11
proceedings.

The Debtors relate that Vorys Sater has been their counsel for
many years which gives the Firm significant familiarity with their
business organization and capital structure.

During the Debtors bankruptcy proceedings, Vorys Sater will:

   a) advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession under chapter 11 of the
      Bankruptcy Code;

   b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, draft orders, and other
      pleadings, notices, schedules and other documents, and
      review all financial and other reports to be filed;

   c) advise the Debtors concerning, and prepare responses to,
      applications, motions, and other pleadings, notices and
      other papers that may be filed and served;

   d) advise the Debtors with respect to, and assist in the
      negotiation and documentation of financing agreements, and
      related transactions;

   e) review the nature and validity of any liens asserted
      against the Debtors' property and advise the Debtors
      concerning the enforceability of such liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      its estate;

   g) counsel the Debtors in connection with the formulation,
      negotiation and promulgation of a plan of reorganization
      and related documents;

   h) advise and assist the Debtors in connection with any
      potential property dispositions;

   i) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructurings and recharacterizations;

   j) assist the Debtors in reviewing, estimating and resolving
      claims asserted against the Debtors' estate;

   k) commence and conduct any and all litigation necessary or
      appropriate to assert rights held by the Debtors, protect
      assets of Debtors' Chapter 11 estates or otherwise further
      the goal of completing the Debtors' successful
      reorganization;

   l) provide corporate governance, litigation and other general
      nonbankruptcy services for the Debtors as requested by the
      Debtors; and

   m) perform all other necessary or appropriate legal services
      in connection with these chapter 11 cases for or on behalf
      of the Debtors.

Reginald W. Jackson, Esq., a partner at Vorys Sater, is the lead
attorney in these cases.  Mr. Jackson discloses that the Debtors
paid his firm a $563,000 retainer prior to the petition date.

The current hourly rates of professionals at Vorys Sater are:

                  Designation                 Rate
                  -----------                 ----
                  Partners             $250 - $475
                  Associates           $150 - $285
                  Paralegals           $ 95 - $210

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

Headquartered in Columbus, Ohio, United Producers, Inc. --
http://www.uproducers.com/-- offers marketing, financing, and  
credit services to its member livestock producers in the U.S. corn
belt, southeast, and midwest areas.  The company and its debtor-
affiliate filed for chapter 11 protection on Apr. 1, 2005 (Bankr.
S.D. Ohio Case No. 05-55272).  When the Debtor filed for
protection from its creditors, it estimated $10 million to $50
million in assets and debts.


UNIVERSAL AUTOMOTIVE: Taps Parkland Group as Financial Advisors
---------------------------------------------------------------          
Universal Automotive, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ Parkland Group, Inc., as their financial and business
advisors.

Parkland Group is expected to:

   a) assist and advise the Debtors in generating a go-forward
      business plan that will enable the Debtors to restructure
      and emerged from chapter 11 as a viable, profitable entity;

   b) provide investment banking and marketing services in
      relation to the sale of substantially all of the Debtors'
      assets and business units and in efforts to obtain bidders
      for those assets;

   c) assist and advise the Debtors in seeking new investments for
      debt or equity financing and in obtaining DIP financing for
      the Debtors; and

   d) provide all other business and financial advisory services
      for the Debtors that are necessary in their chapter 11
      cases.

Laurence V. Goddard, a Principal at Parkland Group, discloses that
the Firm received a $175,000 retainer.  Mr. Goddard reports that
Parkland Group will be paid with a Weekly Fee of $25,000.

Parkland Group assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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.


UNIVERSAL HOSPITAL: S&P Holds Rating on Restated $125M Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' bank loan
rating on Universal Hospital Services Inc.'s proposed $125 million
senior secured revolving credit facility, which has been amended
and restated.  At the same time, a recovery rating of '1' was
assigned to the loan, indicating a high expectation for full
recovery of principal in the event of a payment default.

Existing ratings on the company, including the 'B+' corporate
credit rating, were affirmed.

"The ratings reflect the company's dependence on its narrow, but
relatively predictable, business of providing supplemental and
outsourced movable medical equipment to hospitals, in addition to
its heavy debt burden," said Standard & Poor's credit analyst
Jordan Grant.  Bloomington, Minnesota-based Universal is one of
the two leading movable medical equipment-outsourcing companies in
the U.S.  It rents or leases movable equipment for critical care,
respiratory therapy, patient monitoring, and newborn care to an
extensive roster of more than 6,300 hospital and alternate-site
customers in all 50 states and the District of Columbia.  Its
longstanding relationships, high client retention rates, and
agreements with group-purchasing organizations provide revenue
predictability and act as a barrier to competitor entry into the
market.

Universal's policy of charging on a pay-per-use basis provides
flexibility to customers by matching costs to patient needs.  The
company's diversification efforts emphasize the growth of its
biomedical services, its Asset Management Partnership Program
(which manages all of a health care provider's movable medical
equipment needs), and additional equipment lifecycle management
programs.  Still, as hospitals' budgets increase, capital
expenditures may be increasingly reallocated to the direct
purchase of equipment and, as a result, Universal's equipment
outsourcing revenue could decline.

Despite the company's narrow operating focus, the relative
stability of Universal's sales profile enables it to operate with
a relatively heavy debt burden at the current rating level.  For
the next several quarters, Standard & Poor's expects lease-
adjusted debt to EBITDA to average slightly above 4x.

Cash flow has improved recently, largely as a result of efforts to
increase growth in the equipment sales and biomedical services
components of the business.  Still, high-cost debt dominates
Universal's capital structure, and EBITDA interest coverage of
only 2x offers minimal insulation.


US AIRWAYS: Gets Court OK to Reject Two Boeing 737 Aircraft Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
gave U.S. Airways, Inc., and its debtor-affiliates permission to
reject two Aircraft Leases.  

As reported in the Troubled Company Reporter on Apr 11, 2005, the
Debtors analyzed their flight schedules, aircraft, engine types,
costs, projected demand for air travel, labor costs and other
business factors in relation to their fleet of aircraft and
engines.  The Debtors wanted to maximize the fleet's utility at
the lowest possible cost.  The Debtors have decided to retire
certain aircraft and engines from their fleet.  The Debtors have
reduced their flight schedules and the aircraft and engines
selected for retirement are no longer utilized.  Accordingly, the
Debtors sought to eliminate the costs associated with retaining
certain aircraft and engines.

The Debtors will continue to analyze their fleet.  It is likely
that additional aircraft or engines will be retired in the
future.  The Debtors intend to pursue all cost saving
opportunities from their fleet to minimize the costs of operation
consistent with an optimal operating fleet and the Debtors'
evolving business plan.

The first Lease rejected finances a Boeing 737-301 with Wachovia
Bank as lessor, bearing Tail No. N587US.  The second Lease
rejected finances a Boeing 737-4B7 from the Aircraft Statutory
Trust, N437US.  The aircraft bears Tail No. N437US.  

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)


VERITRANS SPECIALTY: Trustee Appoints 5-Member Creditors Committee
------------------------------------------------------------------
Nancy J. Gargula, the United States Trustee for Region 10
appointed five creditors to serve on the Official Committee of
Unsecured Creditors in Veritrans Specialty Vehicles, Inc., and its
debtor-affiliate's chapter 11 case:

      1. Lynn S. Crim
         Controller
         Freedman Seating Company
         4545 West Augusta Boulevard
         Chicago, IL 40651
         Tel: (773) 524-2440
         Fax: (773) 252-7450

      2. Diane Morse
         Credit Manager
         Huttig Building Products
         30244 County Road 12
         Elkhart, IN 46514
         Tel: (574) 262-3666
         Fax: (574) 262-0912

      3. John K. Martin
         President
         Elkhart Metal Distributing, Inc.
         23410 CR 6
         Elkhart, IN 46514
         Tel: (574) 266-8212
         Fax: (574) 266-8272

      4. Paul D. King
         Treasurer
         Austin Hardware & Supply, Inc.
         P.O. Box 887
         Lee's Summit, MO 64063
         Tel: (816) 246-2800
         Fax: (816) 246-2891

      5. John Goodbrake
         Master's Transportation
         6430 East Highway 30
         Kearney, NE 68847
         Tel: (308) 236-6363
         Fax: (308) 237-3136

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.  Nancy J. Gargula is
the appointed United States Trustee in the Debtors' cases.


VERITRANS SPECIALTY: Section 341(a) Meeting Slated for June 13
--------------------------------------------------------------
The U.S. Trustee for Region 10 will convene a meeting of Veritrans
Specialty Vehicles, Inc., and its debtor-affiliate's creditors at
1:00 p.m., on June 13, 2005, at One Michiana Square, 5th Floor,
100 East Wayne Street in South Bend, Indiana 46601.  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 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.


VINFEN CORP: Moody's Raises Long-Term Bond Rating to Baa3 from Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded Vinfen Corporation's long-
term bond rating to Baa3 from Ba1.  The outlook for the rating is
stable at the higher level.  The rating applies to $15 million of
outstanding Series 1998 bonds issued through the Massachusetts
Health and Educational Facilities Authority.

The Baa3 rating reflects:

Strengths

   * Healthy market position as the largest human service provider
     in Massachusetts with a broadening service array and strong  
     reputation for serving adults with mental and behavioral
     disabilities.

   * Extended history of generating operating surpluses despite
     challenging payment environment, with growing revenues
     ($78 million in FY2004) and modest operating surpluses (0.8%       
     in FY2004).

   * Improved, although still limited liquidity, with days cash on
     hand rising from just 20 days in 1998 to 60 days in 2004.

Challenges

   * Limited opportunity for large surpluses or rapid growth in
     liquidity, similar to all human service providers, given
     restrictive payment environment.

   * Capital structure continues to evolve with $3.8 million bond
     issue in 2003 and extensive use of operating leases for
     facilities (nearly $5.8 million in rental expense in FY2004),
     which could lead to additional borrowing.

Security

Lien on gross revenues of the obligated group with a debt service
coverage covenant of 1.15 times.

Debt-Related Derivative Instruments

In 2003, Vinfen entered into a variable to fixed interest rate
swap agreement to fix the rate on a portion of the borrowings
under the Massachusetts Health and Educational Facilities
Authority Series M-1A borrowing.  The notional amount of the swap
is $2.4 million and it expires in October, 2008.

               Market Reputation and Service Array
            Remains Strong and Continues to Diversify

Vinfen remains a well-known and one of the largest human service
providers in Massachusetts.  Vinfen has also expanded its services
into Connecticut after being invited to bid on a contract by the
State's Department of Mental Retardation.  Although the limited
size of the Connecticut operations temper the diversification
benefits of expanding into another State, over the long-term the
reputational and growth prospects of the Connecticut operations
are likely to be a credit positive.

Vinfen is also involved in the development of a large facility
(formerly the Boston Psychiatric Hospital) into a variety of
facilities.  Vinfen's primary involvement will be the development
and construction of a new nursing home site to replace its current
Hancock Manor facility.  The facility is expected to be financed
through a non-recourse Section 232 borrowing with the Department
of Housing and Urban Development and to be secured solely by the
building, with no interest in Vinfen's other revenues or assets.

Hancock Manor has continued to be an operating challenge (see
discussion below), but is expected to improve significantly,
benefiting from the home's new location and facilities.  Moody's
has not included the debt associated with the new nursing home in
our ratio calculations, however we do believe Vinfen has a vested
interest in the success of the project and believe the borrowing
does consume a portion of the Organization's debt capacity.
Potential rating impact will be assessed once the financing plans,
both magnitude of debt and structure, have been developed.

              Consistency of Operating Performance
         and Ability to Respond to Operating Challenges,
                     a Key Credit Strength

Vinfen's demonstrated ability to maintain positive operating
margins despite operational challenges and a difficult payor
environment is a key credit strength and driver of the rating
upgrade.  Vinfen has not produced an operating deficit in well
over ten years, and has consistently generated an operating margin
of between 0.5% and 2.0% for the last eight years.  In contrast to
many other human service providers, Vinfen has established an
administrative and operational structure that allows the
organization to generate positive operations without support from
contributions or investment income.  Because the vast majority of
contracts that Vinfen has been awarded are fixed price contracts,
where the Commonwealth has determined a set price for a given
service, the Organization's ability to generate a positive margin
is largely derived from its ability to maintain high census and
more efficiently provide the service and minimize administrative
costs.  VInfen's large size and ability to generate economies of
scale are important supports to its ability to generate operating
surpluses.

Vinfen's operating income was down in FY2004 (income of $633,000)
compared to FY2003 (income of $1.52 million) largely due to
operating challenges at its Hancock Manor nursing home.  The Home
generated a deficit of nearly $700,000 in FY2004 compared to a
deficit of $128,000 in FY2003.  The Home faced significant
challenges, including constant personnel and administrative
changes.  In addition, the Home's location and out-dated
facilities, including rooms with up to four beds, make attracting
residents more difficult.  However, Hancock Manor's new management
of the site and conservative budgeting for the Manor within
Vinfen's overall budget, is anticipated to improve Vinfen's
overall operating surplus to above $1 million in FY2005, and bring
the Manor closer to breakeven in FY2006.

         Limited Liquidity Has Shown Significant Growth,       
                  Supporting Additional Debt

Moody's believes Vinfen's liquidity position is adequate for the
Baa3 rating although it remains somewhat modest, especially
compared to increased debt levels.  Vinfen's 60 days of cash on
hand at the end of FY2004 (63 days as of March 31, 2005)
represents 65% of debt outstanding at the end of FY2004.
Unrestricted cash and investments of $12.5 million are well above
the $3 million held at the end of FY1998.  However, Vinfen's total
debt has also increased from $10 million in FY1998 to over
$19 million in FY2004.

In addition to $15 million of fixed rate Series 1998 bonds, VInfen
has issued an additional $3.7 million of bonds in a variable rate
mode, backed by a letter of credit.  Vinfen has entered into a
swap agreement to manage the variable interest on the bonds
through 2008.  The debt amortizes through 2010 and is on parity
with the Series 1998 bonds.  The letter of credit expires in
October, 2007.

Vinfen is considering taking on approximately $14 million of debt
through a mortgage under HUD's Section 232 program.  Although the
debt is expected to be non-recourse and secured solely by the
property (the new facility for Hancock Manor), Hancock Manor is
required to service the debt.  While Vinfen would not have any
direct legal obligation to support the mortgage, Moody's believes
Vinfen has a vested interest in the success of the project and
therefore believes the debt consumes some of Vinfen's debt
capacity.

Outlook

Vinfen's stable rating outlook is based on very consistent and
balanced operating performance, growing liquidity and no near-term
additional debt plans.  Although Vinfen is considering a mortgage
under a HUD program, this debt has not been incorporated into our
analysis at this time given preliminary nature of discussions and
uncertainty of financing plans.

Key Facts
(Based on audited financial results of June 30, 2004)

   * Total operating revenue: $78.1 million

   * Total unrestricted cash: $12.5 million

   * Total debt outstanding: $19.2 million

   * Operating cashflow margin: 3.8%

   * Cash-to-debt: 65% (excludes planned non-recourse borrowing
     for nursing home with HUD guarantee)

   * Debt-to-cashflow: 6.9 times

   * Days cash on hand: 60.1 days

   * Maximum annual debt service coverage with actual investment
     income as reported: 2.36 times

Moody's adjusted maximum annual debt service coverage with
investment income normalized at 6%: 2.77 times


W.R. GRACE: Says Owens Corning Asbestos Liability Estimate Flawed
-----------------------------------------------------------------
W.R. Grace says that Judge Fullam's estimation of Owens Corning's
liability on account of asbestos-related personal injury claims
was flawed.  W.R. Grace contends that an estimation based on the
cost of resolving claims in the tort system is wrong, and any
estimation must be based on actual liability.  

David M. Bernick, Esq., at Kirkland & Ellis LLP, explains that the
valuation process for asbestos liability in prior chapter 11 cases
is different in W.R. Grace's chapter 11 cases.  In past cases,
evidence of prepetition settlements has been presented to the
court because the debtor consented to introducing that evidence.  
W.R. Grace does not consent to the introduction of that evidence
in any asbestos liability estimation hearing and does not intend
to waive the admissibility of that evidence under Rule 408 of the
Federal Rules of Evidence.  

The estimation procedure proposed by the Official Committee of
Asbestos Claimants in W.R. Grace's chapter 11 cases violates the
Federal Rules of Evidence and the Bankruptcy Code and simply is
not an option for the Bankruptcy Court in W.R. Grace's chapter 11
cases, the Debtors tell the Honorable Judith K. Fitzgerald.  Rule
408 prohibits using settlement history to determine liability,
W.R. Grace says.  

"The exclusion of evidence of past settlements in determining
liability is based upon the recognition that a party may settle a
particular case or a group of cases for any number of reasons
unrelated to the actual merits of the dispute or the validity of
the underlying claims," Mr. Bernick argues.  "Conversely," Mr.
Bernick continues, "allowing past settlements as evidence of
liability would create a disincentive for parties to reach
compromises for fear that such compromises subsequently would be
used against them.  Indeed, there most likely is no place were
application of this rule, and its rationale, is more important
than in the context of asbestos personal injury litigation, where
the motivation to settle -- for [W.R. Grace] and for scores of
other defendant debtors -- has virtually no connection to the
underlying merits of most cases."

As previously reported in W.R. Grace Bankruptcy News and the
Troubled Company Reporter, W.R. Grace and its asbestos
constituencies are battling over the development and deployment of
a protocol to value the company's asbestos-related liability.  
W.R. Grace has estimated the liability at less than $2.0 billion
in a proposed plan of reorganization.  The asbestos claimants say
the number is higher, but have never said how high.  

As previously reported in Owens Corning Bankruptcy News and the
Troubled Company Reporter, then Honorable John P. Fullam conducted
a six-day estimation hearing in Philadelphia in January 2005.  
Judge Fullam received extensive evidence about Owens Corning's
prepetition settlement history.  That evidence culminated in a
decision rendering Owens Corning insolvent, to the company's bank
lenders' chagrin.  

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.


WATTSHEALTH FOUNDATION: Files Chapter 11 Petition in C.D. Calif.
----------------------------------------------------------------
WATTSHealth Foundation, Inc. d/b/a UHP Healthcare filed a petition
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California, on
May 31, 2005.  The purpose of the filing was to protect UHP's
business operations and assets while it develops and implements a
new business plan which will enable it to remain financially
viable.  UHP will continue to operate as a debtor-in-possession.  
There will be no disruption to the services provided to enrollees
and UHP will continue to provide these services throughout the
Chapter 11 proceedings.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc. d/b/a UHP Healthcare is an accredited, federally qualified
health maintenance organization providing comprehensive medical
and dental services for Commercial, Medi-Cal and Medicare members
in the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627).  Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.


WINN-DIXIE: Court Okays Use of Existing Bank Accounts
-----------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 3, 2005,
Winn-Dixie Stores, Inc., and its debtor-affiliates sought a waiver
of the Operating Guidelines that require them to:

    (a) close all existing bank accounts and open new debtor-
        in-possession bank accounts;

    (b) establish one account for all estate monies required for
        the payment of taxes;

    (c) maintain a separate debtor-in-possession account for cash
        collateral; and

    (d) obtain checks for all debtor-in-possession accounts
        bearing the bankruptcy case number and the type of
        account.

The Debtors proposed that their banks designate each of their
current accounts as a "debtor-in-possession" or "DIP" account, to
affix a "debtor-in-possession" or "DIP" legend to each of their
current checks, and to affix the "debtor-in-possession" or "DIP"
legend to any orders of new check stock during their Chapter 11
cases.

By designating each account as a "debtor-in-possession" or "DIP"
account, the Debtors believe that the accounts will comply with
the spirit, if not the letter, of the Operating Guidelines.

                            *   *   *

According to Judge Funk, the Debtors and Wachovia Bank, NA, may
open any additional bank accounts or close any existing bank
accounts as they may deem necessary and appropriate.  Any new
account will be with a bank that is insured with the Federal
Deposit Insurance Corporation and will be designated a "debtor-
in-possession" or "DIP" account.  Judge Funk directs the Debtors
to notify the United States Trustee for Region 21 c/o Gary Gentry
by facsimile at 407-648-6323 of the opening or closing of any
bank account.

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: Gets Final Approval of Cash Management System
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on Mar. 3,
2005, D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in
New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that Winn-Dixie Stores, Inc., and its debtor-
affiliates maintain a sophisticated cash management system with
more than 100 bank accounts with a variety of national banks,
local banks, and credit unions.  The Debtors' primary cash
management bank is Wachovia Bank, N.A., where the Debtors maintain
accounts through which substantially all customer payments are
deposited and disbursements are made.

The Debtors sought and obtained authority from the U.S. Bankruptcy
Court for the Middle District of Florida to continue to use its
cash management system, provided that each of the Bank Accounts is
designated a "debtor-in-possession" or "DIP" account by the Cash
Management Bank.

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 Togut Segal
-------------------------------------------------------------
As reported in the Troubled Company Reporter on May 20, 2005,
Felicia S. Turner, United States Trustee for Region 21, objects to
the application of Winn-Dixie Stores, Inc., and its debtor-
affiliate' employment of Togut, Segal & Segal LLP, as their
conflicts counsel.  

                        *     *     *

The Court authorizes the Debtors to employ Togut, Segal & Segal
LLP as their conflicts counsel, nunc pro tunc to February 28,
2005, but ending on April 13, 2005.

The United States Trustee for Region 21 withdrew its objection to
the Debtors' application based on the termination of Togut
Segal's employment.

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).


WIRE ROPE: S&P Rates Proposed $165 Mil. Senior Secured Loan at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wire Rope Corp. of America Inc., a manufacturer
of wire rope and wire.  At the same time, Standard & Poor's
assigned its 'B-' senior secured rating and recovery rating of '3'
to WRCA's proposed $165 million senior secured term loan due
2011.  The recovery rating indicates the likelihood of a
meaningful recovery (50%-80%) of principal in the event of a
payment default.  These newly assigned ratings are based on
preliminary terms and conditions and subject to review upon
receipt of final documentation.

The outlook on the St. Joseph, Montana-based company is stable.

Proceeds from the proposed note offering, combined with $32.5
million of borrowings from a proposed $45 million revolving credit
facility, will be used:

    (1) to acquire Aceros Camesa S.A. de C.V. and Camesa Inc.;

    (2) to pay a $15 million dividend to the equity sponsor (KPS
        Special Situations Fund II L.P.);

    (3) refinance existing debt at WRCA; and

    (4) pay fees.

Pro forma total debt outstanding will be about $197.5 million.

"The acquisition of Camesa and its expected synergies should
improve Wire Rope's financial performance over the near term.  In
addition, the company is benefiting from favorable demand across
virtually all of its end markets," said Standard & Poor's credit
analyst Paul Vastola.  "However, WRCA operates in a very
competitive industry prone to low-cost imports.  Ratings could be
raised or the outlook revised to positive if the company increases
its market position, customers, end-market diversity, and revenues
while deleveraging.  Ratings could be lowered or the outlook
revised to negative if end-market demand weakens, rising raw
material costs hamper cash flows, or liquidity declines
unexpectedly."

WRCA, with pro forma 2004 sales approximating $270 million,
manufactures steel wire rope and steel wire in the U.S. and Mexico
(through its Camesa acquisition) for use in various industrial end
markets, including mining, oil and gas, and construction.  The
company has eight manufacturing facilities and 12 distribution
centers.


WORLDCOM INC: Asks Court to Bar Carrubba et al. from Pursuing Suit
------------------------------------------------------------------
WorldCom, Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to bar the prosecution
of a putative class action, raising prepetition trespass claims
concerning fiber optic cable installed by the predecessors of MCI
WorldCom Network Services, Inc..

On July 12, 2001, Benjamin and Elenora Carrubba, Richard and
Melissa Brown, and a putative class of similarly situated
landowners in Mississippi filed a lawsuit in the United States
District Court for the Southern District of Mississippi, alleging
claims of trespass and unjust enrichment.  The Plaintiffs allege
that the Debtors obtained consent for the installation of fiber
optic cables from the railroads but did not seek consent from
adjacent landowners who own the fee interest underlying the
railroads' rights of way.

The claimants sought damages for the alleged trespass and
disgorgement of the amounts by which the Debtors were unjustly
enriched through fiber optic cable operation, as well as an
injunction barring the Debtors from using their fiber optic cable.

The Carrubba action was administratively closed when the Debtors
filed for bankruptcy.  At the conclusion of the Debtors' Chapter
11 cases, the Plaintiffs asked the Mississippi Court to set a
schedule for further proceedings with respect to the Carrubba
Action.

David A. Handzo, Esq., at Jenner & Block LLP, in Washington,
D.C., asserts that the Plaintiffs' attempt to reactivate the
Carrubba Action violates the discharge injunction provided by the
Bankruptcy Code.  Mr. Handzo asserts that the Carrubba Action is a
"claim" within the meaning of the Bankruptcy Code, which arose
prior to the Petition Date.

Pursuant to Section 1141(d)(1)(A) of the Bankruptcy Code, the
confirmation of a plan discharges "any debt that arose before the
date of such confirmation."  Section 101(12) of the Bankruptcy
Code defines "debt" as "liability on a claim."

The Court has succinctly and accurately explained, Mr. Handzo
relates, (i) the traditional view, under which damages are
presumed but only tangible invasions are recognized as trespasses;
and (ii) the modern view, under which intangible invasions may
constitute trespasses but only if they cause substantial damage to
the res.  Pinkston-Browning Decision, 320 B.R. at 776-77; Maddy v.
Vulcan, 737 F. Supp. 1528, 1540(D. Kan. 1990).  Mr. Handzo notes
that Mississippi law adheres to the traditional view, requiring a
tangible, physical invasion to support a trespass claim.

Mr. Handzo contends that light signals are not a tangible,
physical invasion of a landowner's property.  Accordingly, the
Plaintiffs have no viable claim for a trespass based on the light
signals the Debtors send through the fiber optic cable and
therefore, the Plaintiffs have no claim for a continuing trespass
that survived the Debtors' Chapter 11 cases.

Moreover, the Plaintiffs are not entitled to injunctive relief,
Mr. Handzo maintains.

Accordingly, the Debtors ask the Court to:

    (a) hold that the Plaintiffs' conduct violates the Plan of
        Reorganization, the Confirmation Order, and Section 524 of
        the Bankruptcy Code;

    (b) direct the Plaintiffs to cease any further acts to attempt
        to enforce their claims against the Debtors and to remedy
        all prior violations, including dismissing with prejudice
        all claims against the Debtors in the Carrubba Action; and

    (c) award them costs and attorney's fees incurred in
        connection with responding to the Plaintiffs' attempt to
        re-open the Carrubba Action.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORLDCOM INC: Gets Court Nod to Enforce Stay on Reynolds' Action
----------------------------------------------------------------
WorldCom, Inc. and its debtor-affiliates asked the U.S. Bankruptcy
Court for the Southern District of New York to enforce the
automatic stay with respect to the prosecution of a derivative
action filed by Richard F. Reynolds.

In 2001, WorldCom, Inc., approved a recapitalization of its shares
of common stock and created two new series of common stock
-- the WorldCom Group tracking stock and the MCI Group tracking
stock.  Each outstanding share of WorldCom common stock was
converted into one WCOM Share and 1/25 of one MCIT Share.  At the
time of recapitalization, WorldCom announced that the MCIT Shares
"[e]xpected [a] quarterly dividend of $0.60 per share paid at the
discretion of our board of directors."

                       Reynolds' Allegations

Mr. Reynolds alleged that between April 2001 and April 2002, at
the direction of WorldCom Director Scott D. Sullivan, WorldCom
Vice President David F. Myers directed employees of WorldCom's
General Accounting Department to transfer $3.8 billion in
operating expenses to capital accounts.  This resulted in the
overstatement of WorldCom's earnings.  Mr. Reynolds alleged that
no rationalization was given for the transfer of the operating
expenses and that other WorldCom employees had knowledge that
accounting irregularities existed at WorldCom.

                        The Reynolds Action

On April 15, 2003, Mr. Reynolds filed a complaint in the Superior
Court of the District of Columbia, on behalf of himself and a
putative class, including the holders of the WCOM and the MCIT
Shares.  The complaint alleges four causes of action against the
11 members of WorldCom's Board of Directors.  The Reynolds Action
has been transferred and is currently pending before the United
States District Court for the Southern District of New York.

The core allegation of the Reynolds Action is that the Debtors'
former directors breached their fiduciary duties to the
shareholders by authorizing a declaration of dividend to holders
of the MCIT Shares on January 2002, and then canceling the payment
of that dividend in late June 2002 when the company was beset by a
financial crisis.

The Debtors argue that the Reynolds Action is a derivative action
and is, therefore, barred by the automatic stay.

                           Court Analysis

"Although Mr. Reynolds suggests that the claims are based on
individual rights of the putative class, examination of each count
reveals that the claims are based on allegations of fraud and
misrepresentation on the corporation that resulted in its
diminution of value," Judge Gonzalez contends.

"The Court's determination of whether an action is derivative is
made by focusing on the nature of the wrong alleged and not the
pleader's designation or stated intention."

The Court agrees with the Debtors' contention that:

    -- Mr. Reynolds is asserting claims for breach of fiduciary
       duties to the corporation and for the diminution of value
       of the shares; and

    -- the claims are not for the payment of dividends or voting
       or investment rights as suggested in Mr. Reynolds'
       Objection.

Judge Gonzalez concludes that the Reynolds Action is, in essence,
a derivative action.  Each alleged fact demonstrates how each of
the directors harmed the corporation through alleged fraudulent,
misleading or illegal activities.  The Court also notes that the
allegations that WorldCom directors sold WCOM shares after the
announcement of the Dividend at an inflated price knowing that the
Dividend would not be paid, do not give rise to an individual
cause of action.

The Court further notes that WorldCom has suffered the alleged
harm and would be the proper beneficiary of any recovery or
available remedy.  Therefore, only the Debtors may maintain the
action.

Judge Gonzalez approves the Debtors' request.  The Court rules
that the Reynolds Action is subject to the Plan Injunction.  Mr.
Reynolds and his counsel are barred from taking any further action
to prosecute or otherwise continue the Reynolds Action.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 92; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WORNICK CO: Moody's Confirms $125M Sr. 2nd Sec. Notes' B2 Rating
----------------------------------------------------------------
Moody's Investors Service has changed The Wornick Company's
ratings outlook to negative from stable.  This change in outlook
reflects Moody's expectations of weakened prospective earnings and
cash flow generation in the near term, in light of Wornick's
weaker than expected operating performance.  Moody's has confirmed
all existing debt ratings of the company, including Wornick's B2
Senior Implied rating.

The negative outlook reflects uncertainty surrounding the
company's ability to generate positive levels of free cash flow
over the next twelve months.  Recent operating performance has
deteriorated resulting in negative operating cash flows and net
use of the company's already limited cash balances.  The ratings
could be subject to downgrade if free cash flow remains negative
over the next six to twelve months, possibly requiring drawing on
the company's liquidity facilities.  Ratings would be more acutely
affected by either breach in covenant levels associated with the
company's bank debt or by any requirements by the company to amend
its facilities' terms to allow access to its revolver if covenant
compliance becomes uncertain.

Ratings would also be negatively affected if the competition
process for the military meals market, Meals Ready to Eat in
particular, were to result in a loss of market share or gross
profit margins remaining below 17%.  Conversely, the outlook may
be stabilized if the company demonstrates the ability to return to
operating margins to 17% or better, with sustainable free cash
flow in excess of 5% of total debt, little or no use of its
revolving credit facility, and substantial cushion under existing
covenants allowing the company full access to its bank liquidity
facility.

The ratings continue to reflect:

   * Wornick's high leverage resulting from the acquisition of the
     company by Veritas in June 2004;

   * the company's currently thin free cash flow levels;

   * its small revenue base; and

   * the perceived risk associated with the company's plans to
     expand its presence in commercial markets.

The ratings also positively consider the company's:

   * leading market position as supplier of field rations to the
     U.S. military;

   * the strong military contracting operating environment; and

   * the normally stable profit margins generated by this
     business.

Since the completion of the June 2004 refinancing, Wornick's
revenue, earnings, and cash flow have reduced materially.  Much of
this was expected and considered in Moody's original ratings
assignment.  Fiscal 2003 (ending December) results reflected the
unusual surge in demand for MRE's coinciding with requirements for
increased U.S. military deployment levels in Iraq and Afghanistan,
and demand levels were expected to moderate going forward.

However, the reduction in both revenue and earnings since then has
been greater than expected.  Sales have decreased from a high
point of $318 million in FY 2003 to $204 million for the LTM March
2005.  Gross profit margins fell from 17% in 2003 (close to
historical averages) to about 15% in the LTM March 2005 period.

More significantly EBITDA (adjusted for certain non-recurring
charges) declined to about $25 million from $44 million.  While
debt, comprised of the company's senior unsecured notes due 2011,
has remained unchanged at about $125 million, leverage has
increased due to weakened cash flow.  Lease-adjusted debt-to-
EBITDAR (including the parent company's PIK notes) is about 6
times as of March 2005.  The company has generated negative free
cash flow over this period (approximately $6.2 million) and cash
balances have declined substantially, from about $3 million as of
September 2004 (after close of re-financing transactions)
essentially to nil as of March 2005.  

Going forward, Moody's expects modest improvement in revenue and
earnings, although the rating agency expects negative or neutral
cash flow generation over the next 12 months.  This increases the
likelihood that the company will need to use its $25 million
revolving credit facility to fund potential cash shortfalls,
further increasing leverage while tightening room under covenants,
although Moody's expects the company to remain compliant to
covenant levels over this period.

Moody's notes positively the company's leading position in the
U.S. military combat foods contracting sector, citing Wornick's
currently-large market share in the MRE segment and dominant
market shares in the UGR-A and Tray-Pack segments.  The rating
agency believes that this increases the likelihood that the
company will ultimately be able to renew DoD contracts at
approximately the same terms as existing contracts, preserving
both revenue base and operating margins from this business over
the long run.  However, the MRE contracts are currently in the re-
bidding process, creating uncertainty as to whether Wornick will
be able to achieve margins and revenue base at historical levels.
Doing so, or replacing the revenue and cash flow with other
sources will be key to the company's credit profile going forward.

Wornick's SGL-3 speculative grade liquidity rating continues to
reflect Moody's estimation of an adequate liquidity profile over
the forward 12-months period marked by concerns about the
company's near term cash generating capability and minimal current
cash balances but supported by its currently unused line of
credit.  The company's earnings and cash flows have trended
downward over the last year to levels well below 2003 and Moody's
believes that Wornick may need to rely on use of its liquidity
facility to cover near term cash shortfalls.

These ratings have been confirmed:

   * B2 to the company's $125 million senior second secured notes,
     due 2011;

   * Senior implied rating of B2;

   * Issuer rating of B3; and

   * Speculative Grade Liquidity Rating of SGL-3.

The Wornick Company, headquartered in Cincinnati, Ohio,
specializes in the manufacturing, packaging and distribution of:

   * extended shelf-life,
   * shelf-stable, and
   * frozen food for the military and for commercial customers.  

Wornick had LTM March 2005 revenues of $204 million.


* Bruce Hiler Chairs Cadwalader's New Regulatory Practice Dept.
---------------------------------------------------------------
Bruce A. Hiler has joined Cadwalader, Wickersham & Taft LLP as a
partner in the Washington office and will serve as Chairman of the
firm's newly created Securities and Financial Institutions
Regulatory Department.  Mr. Hiler is a former partner and Chair of
the Securities Enforcement and Regulatory Counseling practice at
O'Melveny & Myers LLP.

Highly sought-after by clients, Mr. Hiler's practice focuses on
securities regulatory defense, securities litigation, regulatory
and corporate counseling and internal investigations.  He has
represented public companies, broker-dealer firms, investment
advisors, and individuals in securities litigation and in
investigations before the Securities and Exchange Commission,
state securities agencies, the National Association of Securities
Dealers, the New York Stock Exchange, the Office of the
Comptroller of the Currency, and other regulatory agencies.

Cadwalader's Securities and Financial Institutions Regulatory
Department will work closely with many of the world's major
broker-dealers and investment banks developing strategy, planning
and compliance and supervisory procedures and will, as needed,
conduct full-scale reviews to identify potential violations.
Joining Mr. Hiler's team will be current Cadwalader partners with
expertise in Banking & Finance, Corporate, and Litigation matters
to provide all aspects of counseling and defense work.

"I am delighted to welcome Bruce to the firm as Chairman of our
new Securities and Financial Institutions Regulatory Department,"
stated Robert O. Link, Jr., Cadwalader's Chairman and Managing
Partner.  "Under Bruce's leadership we will not only become a
competitive player in the regulatory market but be able to
meaningfully enhance the breadth of services we can offer our
clients by capitalizing on numerous inter-departmental synergies."

"I am looking forward to joining Cadwalader and working with the
first-class team assembled as a part of the Securities and
Financial Institutions Regulatory Department," stated Mr. Hiler.

Prior to joining O'Melveny & Myers as a partner, Mr. Hiler served
at the SEC from 1978 to 1994 in a variety of investigative,
litigation and management roles.  He left the SEC as Associate
Director of the Division of Enforcement, a position he held for
four years.  During his time with the SEC, he was responsible for
investigations and litigation involving complex financial frauds,
accounting matters, changes in corporate control, market
manipulation, insider trading, and broker-dealer investment
advisor, and investment company regulatory issues.  Matters where
he played a significant role include cases against American
Continental Corporation's Charles Keating, Jr., and the 'stock
parking' and manipulations cases, which arose out of the
investigation and prosecution of Ivan Boesky and his brokerage
firm in the later 1980s.  Mr. Hiler started his legal career at
Rudnick & Wolfe LLP in Chicago.  He obtained his B.A., magna cum
laude, from the University of Notre Dame and his J.D., with
honors, from the University of Michigan.  He is admitted to
practice in Illinois and the District of Columbia.

                         About the Firm

Cadwalader, Wickersham & Taft, LLP -- http://www.cadwalader.com/
-- established in 1792, is one of the world's leading
international law firms, with offices in New York, London,
Charlotte, and Washington.  Cadwalader serves a diverse client
base, including many of the world's top financial institutions,
undertaking business in more than 50 countries in six continents.  
The firm offers legal expertise in securitization, structured
finance, mergers and acquisitions, corporate finance, real estate,
environmental, insolvency, litigation, health care, banking,
project finance, insurance and reinsurance, tax, and private
client matters.    


* FTI Consulting Completes Acquisition of Cambio Health Solutions
-----------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) completed its previously
announced acquisition of the assets of privately held Cambio
Health Solutions, LLC.

The purchase price was approximately $43 million, comprised of
$30.1 million of cash plus $12.9 million in shares of FTI common
stock.  The cash portion of the purchase price was financed by FTI
from cash on hand.  The acquisition is forecast to generate
revenues for the seven month period through December 31, 2005 of
approximately $18 million with operating income of approximately
$6 million, and be accretive to FTI's earnings per share for 2005
by approximately $0.05 per share, net of the effect of rapid
amortization of intangible assets.

               About Cambio Health Solutions

Cambio Health Solutions is a leading provider of change management
solutions for hospital and health systems.  It provides strategic,
operational and turnaround management consulting services to
improve the operational efficiency and financial performance of
its clients which include academic medical centers, integrated
delivery systems, stand-alone community hospitals, investor-owned
hospitals and special medical facilities.  Cambio was founded in
1989 and is based in Nashville, Tennessee.

                     About FTI Consulting

FTI Consulting -- http://www.fticonsulting.com/-- is the premier  
provider of corporate finance/restructuring, forensic/litigation/
technology, and economic consulting. Located in 24 of the major
U.S. cities, London and Melbourne, FTI's total workforce of more
than 1,000 employees includes numerous PhDs, MBA's, CPAs, CIRAs,
CFEs, and technologists who are committed to delivering the
highest level of service to clients.  These clients include the
world's largest corporations, financial institutions and law firms
in matters involving financial and operational improvement and
major litigation.

                          *********

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.

                *** End of Transmission ***