TCR_Public/050603.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, June 3, 2005, Vol. 9, No. 130      

                          Headlines

ADELPHIA COMMS: Committee Hires Weiser as Tax Consultant
AIR CANADA: Court to Discharge Monitor After Final Distribution
ALOHA AIRGROUP: Panel Employs Moseley Biehl as Local Counsel
AMERICAN NATURAL: Accumulated Deficits Spur Going Concern Doubts
ASHLAND INC: Launching Cash Tender Offers for Nine Notes

ASHLAND INC: Shareholders to Vote on Asset Transfer on June 29
BEAZER HOMES: S&P Rates New $300 Million Senior Note at BB
BRAZIL FAST: March 31 Balance Sheet Upside-Down by R$2.2 Million
CATHOLIC CHURCH: Foraker Balks at Portland's Move to Hire Triboro
CATHOLIC CHURCH: Spokane Wants to Set New Claims Bar Date

CELLSTAR CORP: Lenders Extend Reporting Deadline to July 15
CELLSTAR CORP: John Kamm Leaves Board of Directors
CITATION CORP: Gets Court Nod to Hire KPMG as Valuation Consultant
CITIGROUP MORTGAGE: Fitch Rates Class I-B4 & I-B5 Certs. at Low-B
COMBUSTION ENGINEERING: Has Until June 13 to File Amended Plan

COMMERCE ONE: Judge Montali Approves Disclosure Statement
COVANTA ENERGY: Wants Plan Filing Period Extended to November 11
DRUGMAX INC: Defaults on $65 Million Senior Credit Facility
EMPIRE FINANCIAL: Has Until Nov. 12 to Regain Listing Compliance
FASTENTECH INC: Moody's Rates New $175M Credit Facility at Ba3

FIRST FRANKLIN: Fitch Places BB+ Rating on Class B-4 Certs.
FLINTKOTE COMPANY: Has Until Aug. 30 to Remove Civil Actions
FLOWSERVE CORP: Moody's Affirms Ba3 Senior Implied Rating
FOSTER WHEELER: Securities Begin Trading on Nasdaq Today
GATE GOURMET: Union Members Reject Wage & Benefits Cut

GLASS GROUP: Wants Open-Ended Extension of Removal Period
GREAT LAKES: Negative Liquidity Prompts Going Concern Doubt
GREYHOUND LINES: Parent Co. Action Cues S&P to Watch Junk Rating
GRUPO COVARRA: Miguel Ramirez Files Sec. 304 Petition in S.D.N.Y.
GS MORTGAGE: S&P Places Low-B Ratings on $90 Million Certificates

H. EDWARD SHERMAN: Case Summary & 20 Largest Unsecured Creditors
HAPPY KIDS: Wants Until September 30 to Decide on Leases
HAWAIIAN AIRLINES: Exits Chapter 11 with $60 Mil. of New Financing
HAWAIIAN AIRLINES: Inks Settlement Pact with Renaissance Cruises
HAYES LEMMERZ: Will Discuss First Quarter Financials on June 8

HOLLINGER INC: Has Until Month-End to Settle SEC Action
HOLLINGER INC: Majority Shareholders Under Receivership & CCAA
HOLLINGER INC: Wants Lord Conrad Black Cited for Contempt
INSIGHT COMMS: Affiliate Downgrade Cues S&P to Junk Ratings
INSIGHT MIDWEST: Heightened Business Risk Cues S&P to Cut Ratings

INTEGRATED HEALTH: Court Extends Objection Deadline to Sept. 6
INTERLIANT INC: Wants Entry of Final Decree Postponed to Sept. 17
KEY ENERGY: Has Until July 31 to Deliver 2003 Financial Statements
LAIDLAW INT'L: Good Credit Profile Prompts S&P to Lift Ratings
MANSFIELD TRUST: Moody's Affirms Class E & F Certs. at Ba2 & B2

MERIDIAN AUTOMOTIVE: Steuben Wants Adequate Assurance of Payment
MERIDIAN AUTOMOTIVE: Trustee Complains About Mercer's Engagement
MERIDIAN AUTOMOTIVE: U.S. Trustee Whines About Evergreen Retainer
MERRILL LYNCH: $3M Private Offering Gets Low-B Ratings from Fitch
MEETRIX INC: Case Summary & 20 Largest Unsecured Creditors

MILWAUKEE REDEVELOPMENT: S&P Rates $12 Million Bonds at BB+
MIRANT CORP: Deutsche Bank Wants Wrightsville Sale Order Modified
MIRANT CORP: Two N.Y. Towns Want Disclosure Statement Amended
MIRANT CORP: Valuation Hearing Will Resume on June 6, 7 and 8
NATIONAL WASTE: Court Converts Ch. 11 Case to Ch. 7 Liquidation

NETEXIT INC: Hires Finger & Slanina as Special Litigation Counsel
NORTEL NETWORKS: First Quarter Filing Cues S&P to Remove Watch
NORTEL NETWORKS: Posts $49 Million Net Loss for First Quarter
NORTHWEST AIRLINES: Labor Concerns Prompt Fitch to Junk Rating
OWENS CORNING: Wants CDC's Entry into Aircraft Lease Approved

PARK PLACE: Fitch Puts BB+ on $16 Million Private Class Certs.
PERFORMANCE LOGISTICS: Poor Performance Cues S&P to Lower Ratings
RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Private Certs.
SCHOOL SPECIALTY: Acquisition Agreement Cues S&P to Watch Ratings
SENIOR CHOICE: Case Summary & 20 Largest Unsecured Creditors

SHC INC: Plan Administrator Wants to Delay Entry of Final Decree
SKIN NUVO: Court Okays $1 Million DIP Facility
SKIN NUVO: Wants to Sell Most Assets to Pure Laser for $1.7 Mil.
SMC HOLDINGS: Black Diamond Becomes Smarte Carte's Majority Owner
SOLUTIA INC: Completes Re-pricing of $525 Million DIP Financing

SOUNDVIEW HOME: Fitch Places Low-B Ratings on Two Class B Certs.
SOUTH COAST: Fitch Shaves $26MM Class B Notes Three Notches to BB
STELCO INC: Expects Lower Second Quarter Performance
STRUCTURED ASSET: Fitch Puts Low-B Ratings on Class B4 & B5 Certs.
TEKNI-PLEX: S&P Junks Proposed $150 Million Senior Secured Notes

TELESYSTEM INT: Vodafone Sale Closing Cues S&P to Withdraw Ratings
TOM'S FOODS: Asks Bankr. Court to Approve Employee Severance Plan
TOWER AUTOMOTIVE: Has Until Sept. 30 to File Chapter 11 Plan
TOWER AUTOMOTIVE: Before Set-Off, Wants Visteon's Claim Liquidated
URS CORP: Launching Tender Offer for 11-1/2% Senior Notes

URS CORP: Plans to Enter Into New $650 Million Senior Credit Pact
US AIRWAYS: Gets Court Approval to Solicit Investment Proposals
VILLAS AT HACIENDA: Court Okays Lawrence Rollin as Special Counsel
WATTSHEALTH FOUNDATION: Case Summary & 22 Largest Creditors
WINN-DIXIE: Employs KPMG as Accountants

WINN-DIXIE: Employs PricewaterhouseCoopers as Auditors
WINN-DIXIE: Wants to Employ Bain as Consultants
WIRE ROPE: Moody's Assigns B2 Rating to Proposed $165M Term Loan
WODO LLC: Exclusive Plan Filing Period Intact Until Aug. 16
WORLDCOM INC: Court Disallows & Expunges Shepherd & Goldfarb Claim

WORLDCOM INC: En Pointe Asks Court for Summary Judgment
X10 WIRELESS: Court Formally Closes Chapter 11 Case

* BOOK REVIEW: Charles F. Kettering:  A Biography

                          *********

ADELPHIA COMMS: Committee Hires Weiser as Tax Consultant
--------------------------------------------------------
As reported in the Troubled Company Reporter on Apr 20, 2005, the
Official Committee of Unsecured Creditors in Adelphia
Communications Corporation and its debtor-affiliates' Chapter 11
cases asked the U.S. Bankruptcy Court for the Southern District of
New York for authority to retain Weiser LLP as its tax and
intercompany transaction consultants, nunc pro tunc to March 22,
2005, to provide:

    a. analysis of tax issues affecting or potentially affecting
       the Debtors' bankruptcy cases, including in connection with
       any potential sale of the Debtors or substantially all of
       the Debtors' assets or a stand-alone plan of
       reorganization;

    b. analysis of the appropriateness of the Debtors'
       intercompany transaction liability schedules, including the
       Schedules Amendment; and follow-up services as requested by
       the Committee;

    c. analysis of particular intercompany transactions, as deemed
       necessary by the Committee, including potential causes of
       action for avoidance and recovery of preferential transfers
       and fraudulent conveyances between the Debtor entities; and

    d. certain litigation support and expert testimony, if
       necessary.

As reported in the Troubled Company Reporter on May 11, 2005, Ad
Hoc Committee of ACC Senior Noteholders, as holders (or investment
advisors to holders) of over $1.7 billion in claims against
Adelphia Communications Corporation, said the Creditors
Committee's stated desire "to formulate its own position"
regarding the intercompany transactions is improper.  The
Ad Hoc Committee notes that the resolution of intercompany issues
could materially affect the potential distribution to unsecured
creditors.

The determination regarding intercompany claims, the Senior
Noteholders' counsel explained, "will impact the allocation of
value among the various bankruptcy estates, but will have no
impact whatsoever on the aggregate value of the estates."  Thus,
the treatment of intercompany claims "will not impact the total
value that will be distributed to the unsecured creditors
represented by the [Creditors] Committee, only the amounts to be
distributed among [its] various constituents."

The Ad Hoc Committee also complained that there is no need for the
Creditors Committee to employ Weiser for tax advice because the
Creditors Committee already has retained Neilson Elggren as
financial advisors.  

The Ad Hoc Committee also supplemented its Objection with
inconsistent representations previously made by the Creditors
Committee to the Court in a confidential letter.  

                    Court Approves Retention

Judge Gerber approves the application of the Official Committee
of Unsecured Creditors to retain Weiser LLP, nunc pro tunc to
March 22, 2005, as its tax and intercompany transaction
consultants and advisors.

Judge Gerber rules that Weiser's retention is subject to these
conditions:

    * the scope of the firm's services will be limited to those
      set forth in the Weiser Access and Information Protocol;

    * the results of Weiser's analysis and work product with
      respect to the intercompany transaction issues will not be
      disclosed or presented to the Court in any manner;

    * Weiser will not be retained for the purposes of providing,
      and will not be authorized to provide, testimony with
      respect to its services or work product regarding
      intercompany transactions and claims;

    * in the event that a proposed settlement of intercompany
      issues is reached, the Court's approval of Weiser's
      retention is without prejudice to a request by a party-in-
      interest to authorize the firm to testify in support of the
      proposed settlement; and

    * Weiser will share its work and conclusions with:

         -- the Creditors Committee and its professionals;

         -- counsel for, and members of, the ACC Ad Hoc Committee,
            the Ad Hoc Committee of Arahova Communications, Inc.
            Noteholders, the Ad Hoc Trade Claims Committee and any
            other material unsecured creditor that is affected by
            the resolution of these issues; and

         -- the Debtors, the Committee of Equity Security
            Holders and their counsel and professionals.

A full-text copy of the Weiser Access and Information Protocol is
available for free at:

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

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than
200 affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 94; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Court to Discharge Monitor After Final Distribution
---------------------------------------------------------------
The Ontario Superior Court of Justice rules that Ernst & Young,
Inc., shall be discharged of its duties and obligations under the
Consolidated Plan of Reorganization, Compromise and Arrangement
for Air Canada and certain of its subsidiaries upon its
completion of:

   -- all of its duties as disbursing agent including, without
      limitation, the final distribution and resolving any
      undeliverable distributions; and

   -- all other matters for which it is responsible in the
      Applicants' restructuring including, without limitation,
      pursuant to the applications' request or the directions or
      orders of the Ontario Superior Court of Justice made from
      time to time.

Mr. Justice Farley holds that Ernst & Young will not be liable
for any act or omission in its role as monitor and disbursing
agent, except for gross negligence and willful misconduct on its
part.

Mr. Justice Farley also discharges the claims officers appointed
in the Applicants' cases, without further obligation or
responsibility in connection with their appointment.

Ernst & Young President Murray A. McDonald informs the Court that
a certificate will be filed to confirm that matters required or
provided under the Sanction Order approving the Plan are, to the
best of Ernst & Young's knowledge, completed.

Mr. Justice Farley further rules that the indemnity established
in the Initial CCAA Stay Order as it relates to the Monitor and
its counsel applies until the Certificate is filed.

Peter H. Griffin, Esq., Peter J. Osborne, Esq., and Monique
Jilesen, Esq., at Lenczner Slaght Royce Smith Griffin LLP, are
the solicitors for the Monitor in the Applicants' cases.

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)


ALOHA AIRGROUP: Panel Employs Moseley Biehl as Local Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Aloha Airgroup,
Inc., and its debtor-affiliates sought and obtained permission
from the U.S. Bankruptcy Court for the District of Hawaii to
employ Moseley Biehl Tsugawa Lau & Muzzi LLLC as its local
counsel, nunc pro tunc to April 27, 2005.

Before April 1, 2005, the members of Moseley Biehl were
shareholders, directors or employees of Case Bigelow & Lombardi.

CB&L was local counsel for the Committee and co-counsel to
Otterburg, Steindler, Houston & Rose, P.C., the Committee's lead
counsel.  At the U.S. Trustee's behest, the Bankruptcy Court
disqualified CB&L after the Firm wanted to modify the scope and
terms of its employment and retention as local counsel for the
committee.  

As a result of the disqualification of CB&L, the Committee needed
substitute local counsel.

Moseley Biehl will:

   (a) attend hearings pertaining to the Debtors' chapter 11
       cases, as necessary;

   (b) review applications and motions filed in connection with
       the Debtors' cases;

   (c) communicate with Otterburg, the Committee's lead counsel;

   (d) communicate with, and advise, the Committee and attend
       meetings of the Committee, as necessary;

   (e) provide expertise with respect to these proceedings and
       procedural rules and regulations applicable to these case;
       and

   (f) perform all other services for the Committee that are
       necessary for its co-counsel to perform in these cases.

Christopher J. Muzzi, Esq., a member of Moseley Biehl, discloses
that his Firm's professionals' current hourly rates are:

         Designation                     Hourly Rate
         -----------                     -----------
         Partner                         $200 - $285
         Associate                       $135 - $195
         Paralegal/Legal Assistant        $80 - $100

The Debtors believe that Moseley Biehl is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

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 NATURAL: Accumulated Deficits Spur Going Concern Doubts
----------------------------------------------------------------
PricewaterhouseCoopers, LLP, expressed substantial doubt about
American Natural Energy Corporation'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 accumulated deficit and working capital deficiencies.

The Company experienced a net loss of $1.5 million in the three
month period ended March 31, 2005, and has a working capital
deficiency and an accumulated deficit at March 31, 2005, all of
which lead to questions concerning its ability to meet its
obligations as they come due.  The Company also has a need for
substantial funds to develop oil and gas properties and repay
borrowings.  Historically the Company has financed its activities
using private debt and equity financing.  American Natural
Energy has no line of credit or other financing agreement
providing borrowing availability.  As a result of the losses
incurred and current negative working capital and other matters
described above, there is no assurance that the carrying amounts
of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded.

The ability to continue as a going concern is dependent upon
adequate sources of capital and the ability to sustain positive
results of operations and cash flows sufficient to continue to
explore for, and develop oil and gas reserves.

Management's strategy is to obtain additional financing.  Certain
covenants included in the 8% convertible secured debentures in the
amount of $11,475,000 due September 30, 2005, limit the amount of
additional indebtedness the Company can incur to $2 million. It is
management's intention to raise additional debt or equity
financing to either repay or refinance these debentures and to
fund its operations and capital expenditures.  Failure to obtain
additional financing can be expected to adversely affect the
Company's ability to further the development of its properties,
including the ExxonMobil area of mutual interest, grow revenues,
oil and gas reserves and achieve and maintain a significant level
of revenues, cash flows, and profitability.  There can be no
assurance that the Company will obtain this additional financing
at the time required, at rates that are favorable to the Company,
or at all.  Further, any additional equity financing that is
obtained may result in material dilution to the current holders of
common stock.

               8% Convertible Secured Debentures
  
On October 21, 2003, and October 31, 2003, the Company completed
financing transactions of $11.695 million and $305,000,
respectively, by issuing Convertible Secured Debentures.  The
Debentures are repayable on September 30, 2005 with interest
payable quarterly commencing December 31, 2003 at 8% per annum.  
At the dates of issuance, the outstanding principal of the
Debentures was convertible by the holders into common shares of
the Company at any time prior to maturity at a conversion price of
$0.45 per share, subject to antidilution adjustment, and the
Debentures are redeemable by the Company at any time after October
1, 2004 if the weighted average price per share on the TSX Venture
Exchange for a 20 consecutive trading day period prior to the date
notice of redemption is given has exceeded 1662/3% of the
conversion price.  A finder's fee in the amount of $360,000 was
paid to Middlemarch Partners Limited of London, England in
connection with the financing.  The Debentures are collateralized
by substantially all of ANEC's assets.  The Debentures have
covenants limiting unsecured borrowings to $2 million and
restricting the payment of dividends and capital distributions.

During the third quarter of 2004, the company completed a Rights
Offering.  Due to the antidilution adjustment provisions contained
in the Debenture Agreement, such transaction changed the
conversion price of the debentures from $0.45 to $0.43 per share
and as a result changed the related Beneficial Conversion Feature
by $858,000.  The change in the Beneficial Conversion Feature
caused the effective rate of the debentures to increase from 55%
to 62%.  At March 31, 2005, $11,475,000 in Debentures was
outstanding.
  
                         Notes Payable
  
On February 2, 2005 the Company entered into a $100,000 unsecured
short-term note with a NYP floating interest rate with Citizens
Bank of Oklahoma.  The maturity date of the note is June 4, 2005.
All principal and interest is due at maturity.
  
On March 15, 2005 the Company converted its $270,000 accounts
payable balance to Halliburton Energy Services to a note payable.
Beginning April 15, 2005, six monthly payments of $45,000 will be
made with interest at the rate of 10% per annum.

                      About the Company

American Natural Energy Corporation is engaged in the acquisition,
development, exploitation and production of oil and natural gas.
Since December 31, 2001, the Company has engaged in several
transactions, which it believes will enhance its oil and natural
gas development, exploitation and production activities and our
ability to finance further activities.   ANEC is publicly traded
on the TSX Venture Exchange as ANR.U.

At Mar. 31, 2005, American Natural Energy Corporation's balance
sheet showed a $10,991,124 stockholders' deficit, compared to a
$9,596,356 deficit at Dec. 31, 2004.


ASHLAND INC: Launching Cash Tender Offers for Nine Notes
--------------------------------------------------------
Ashland Inc. (NYSE: ASH) is commencing tender offers to purchase
for cash any and all of the nine outstanding Notes:

    -- 6.625% Senior Notes,
    -- 8.80% Debentures,
    -- 9.35% Series B Medium-Term Notes,
    -- 9.20% Series D Medium-Term Notes,
    -- Series E Medium- Term Notes,
    -- Series F Medium-Term Notes,
    -- Series G Medium-Term Notes,
    -- 6.86% Series H Medium-Term Notes, and
    -- 7.83% Series J Medium-Term Notes.

The Notes and Debentures have maturities ranging from 2005 to
2025.

Ashland is making the tender offers and consent solicitations in
connection with a series of transactions that, among other things,
effect the transfer of its interest in Marathon Ashland Petroleum
LLC, its maleic anhydride business and 60 Valvoline Instant Oil
Change centers in Michigan and northwest Ohio to a wholly owned
subsidiary of Marathon Oil Corporation.  In the course of these
transactions Ashland will merge with and into one of its
subsidiaries, which will then merge into a successor company, as
more fully described in the Offer to Purchase and Consent
Solicitation Statement.

In conjunction with the tender offers, Ashland is also soliciting
consents from holders of each series of Notes to eliminate or
modify substantially all of the restrictive covenants, certain
events of default and certain additional covenants and rights in
the Notes and the Indenture related to each series of Notes.
Holders cannot tender their Notes without delivering their consent
and cannot deliver a consent without tendering their Notes.  It is
expected that the Proposed Amendments with respect to a series of
Notes will, if approved, become effective prior to consummation of
the Proposed Transaction, subject to prior or subsequent
acceptance of tenders pursuant to the applicable tender offer.

The tender offers and consent solicitations are being made upon
the terms and subject to the conditions in an Offer to Purchase
and Consent Solicitation Statement and related Letter of
Transmittal and Consent dated June 1, 2005.  Each of the tender
offers will expire at 5:00 p.m., New York time, on June 29, 2005,
unless extended at the sole discretion of Ashland.  Holders of the
Notes must tender their Notes and deliver their consent to the
Proposed Amendments at or prior to 5:00 p.m., New York time, on
June 15, 2005, unless extended by Ashland in order to receive the
Total Purchase Price, which includes the Consent Payment.  Notes
tendered may not be withdrawn, and consents given may not be
revoked, unless the applicable tender offer is terminated without
any Notes being purchased.

The "Total Purchase Price" Ashland will pay for each $1,000
principal amount of Notes validly tendered prior to the applicable
Consent Payment Deadline and accepted by Ashland for payment will
be the "fixed spread price" for such Notes calculated in
accordance with standard market practice as described in the Offer
to Purchase and Consent Solicitation Statement, representing a
present value calculation of future payment obligations in respect
of such Notes after the Settlement Date, using a discount rate
equal to the sum of:

    (i) the yield to maturity on the applicable U.S. Treasury
        Security listed on the table below for such Notes and as
        calculated by Credit Suisse First Boston LLC in accordance
        with standard market practice, based on the bid-side price
        for such reference security, as indicated on the
        applicable Bloomberg Government Pricing Monitor screen
        listed on the table below for such reference security (or
        such other recognized quotation source selected by the
        Dealer Manager in its sole discretion if the Bloomberg
        Government Pricing Monitor is not available or is
        manifestly erroneous) as of 2:00 p.m., New York time, on
        the second business day before the applicable Expiration
        Date; plus

   (ii) the applicable fixed spread for such Notes.

                    Consent Solicitation

With respect to each series of Notes, the applicable Total
Purchase Price includes the applicable Consent Payment, equal to
$20 for each $1,000 principal of those Notes validly tendered and
accepted.  Noteholders tendering Notes pursuant to the applicable
tender offer will not receive the applicable Consent Payment
unless their Notes are validly tendered at or prior to the
applicable Consent Payment Deadline and such tender offer is
subsequently consummated.  If a noteholder validly tenders their
Notes pursuant to the applicable tender offer after the applicable
Consent Payment Deadline, and the applicable tender offer is
consummated, the noteholder will be paid only the Total Purchase
Price less the Consent Payment even if the Proposed Amendments are
adopted.  In order for the tender offer and consent solicitation
for a series to be effective, registered holders of not less than
66-2/3% in aggregate principal amount of the Notes of that series
must tender their Notes and such Notes must not mature on or prior
to the applicable Expiration Date.  For these purposes, all of the
Notes outstanding in a series are treated as part of a single
series.

As soon as practicable after 2:00 p.m., New York time, on the
applicable price determination date, but in any event at or before
9:00 a.m., New York time, on the following business day, Ashland
will publicly announce the reference yields and Total Purchase
Prices for each series of Notes, and for the securities within
each series, by press release to the Dow Jones News Service.

Ashland will pay for Notes purchased promptly following the
Expiration Date of the applicable tender offer.  In addition,
Ashland will pay accrued and unpaid interest on tendered and
accepted Notes up to, but not including, the Settlement Date.

Each tender offer and consent solicitation for a particular series
of Notes is separate from each tender offer and consent
solicitation for other series of Notes.  Ashland reserves the
right to extend, amend, waive the conditions to, or terminate each
tender offer and consent solicitation.

Ashland's obligation to accept, and pay for, Notes of a series
validly tendered pursuant to a tender offer is conditioned upon
the satisfaction or waiver of various conditions, including:

    (a) the receipt of valid consents to the Proposed Amendments
        from registered holders of not less than 66-2/3% in
        aggregate principal amount of the Notes of such series;

    (b) such series of Notes not having matured on or prior to the
        applicable Expiration Date;

    (c) consummation of the Proposed Transaction; and

    (d) satisfaction of general conditions.

Cede & Co., the nominee of The Depositary Trust Company, is the
registered holder of all the Notes subject to the tender offers.
Beneficial holders wishing to tender their notes must instruct the
participant in DTC through which they hold such Notes to tender
such Notes on their behalf.

Ashland has retained Credit Suisse First Boston LLC to serve as
the Dealer Manager and Solicitation Agent for the tender offers
and consent solicitations.  Requests for documents may be directed
to Georgeson Shareholder Communications Inc., the Information
Agent, by telephone at (888) 264-7028 (toll-free) or (212) 440-
9800, or in writing at 17 State Street - 10th Floor, New York, New
York 10004, Attention: Patrick McHugh.  Questions regarding the
tender offers or the consent solicitations may be directed to
Credit Suisse First Boston LLC at (800) 820-1653 (toll-free) or
(212) 325-3784 (collect), or in writing at Eleven Madison Avenue,
New York 10010, Attention: Liability Management Group.

This news release is neither an offer to purchase nor a
solicitation of an offer to sell the Notes.  The tender offers and
consent solicitations are being made only by the Offer to Purchase
and Consent Solicitation Statement and related Letter of
Transmittal and Consent dated June 1, 2005.

                        About Ashland Inc.

Ashland Inc. (NYSE: ASH) -- http://www.ashland.com/-- is a  
Fortune 500 transportation construction, chemicals and petroleum
company providing products, services and customer solutions
throughout the world.  Ashland Inc., headquartered in Covington,
Kentucky, owns a 38% equity interest in Marathon Ashland
Petroleum.  Ashland through its four wholly owned businesses is a
leading North American distributor of chemicals and plastics; one
of the largest transportation construction contractors in the
United States; a global supplier of specialty chemicals; and a
leading marketer, distributor and producer of branded automotive
and industrial products and services.  Ashland reported sales of
$8.8 billion on an LTM basis ended March 31, 2005.  

                           *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Moody's Investors Services commented that the senior unsecured
ratings of Ashland Inc. would likely be lowered to Ba1 following
the completion of the sale of its 38% equity interest in Marathon
Ashland Petroleum LLC to Marathon Oil Corporation.  Moody's also
noted that Ashland's Baa2 ratings will remain under review for
possible downgrade until the completion of the tender offer.  The
remaining stub bonds, if any, would be lowered to Ba1 at that time
and the commercial paper rating would be lowered to Not-Prime.  If
the MAP transaction does not occur, Ashland's Baa2 and P-3 ratings
would likely be confirmed.

Ratings remaining under review for possible downgrade:

   -- Ashland Inc.

      * Issuer rating - Baa2
      * Senior unsecured notes and debentures - Baa2
      * Industrial revenue bonds supported by Ashland - Baa2
      * Shelf registration for senior unsecured debt - (P)Baa2
      * subordinated debt - (P)Baa3; preferred stock - (P)Ba1
      * Rating for commercial paper - Prime-3


ASHLAND INC: Shareholders to Vote on Asset Transfer on June 29
--------------------------------------------------------------
Ashland Inc. (NYSE: ASH) will hold a special meeting of
shareholders on June 29, 2005, at which shareholders will be asked
to approve the previously announced agreement to transfer
Ashland's 38% interest in Marathon Ashland Petroleum LLC and two
other businesses to Marathon Oil Corporation (NYSE: MRO).  
Approval of the transaction requires the affirmative vote of a
majority of the shares of Ashland common stock outstanding and
entitled to vote at the special meeting.  Ashland shareholders of
record as of May 12, 2005, are entitled to vote at the special
meeting.

Ashland also disclosed that on May 20, 2005, the Securities and
Exchange Commission declared effective the registration statement
on Form S-4 containing the proxy statement/prospectus relating to
the transaction.  On May 27, 2005, the definitive proxy
statement/prospectus was mailed to Ashland shareholders entitled
to vote at the special meeting.  The special meeting will be held
at 10:30 a.m. (EDT) on June 29, 2005, at the Metropolitan Club, 50
E. RiverCenter Boulevard, Covington, Kentucky.

The transaction is subject to, among other things, approval by
Ashland's shareholders and consent from public debt holders.  
Ashland and Marathon continue to expect to close the transaction
on June 30, 2005.

In addition, Ashland announced that MAP made a pro rata cash
distribution on May 31, 2005, to Ashland and Marathon, with
Ashland's share being approximately $268 million.  As previously
disclosed, Ashland and Marathon have agreed that MAP will not make
its quarterly distributions for the period from March 18, 2004
(the date of the signing of the original master agreement relating
to the transaction) to the closing of the transaction or the
termination of the master agreement, unless approved by a
supermajority vote of the MAP board of managers.  The MAP board of
managers approved the pro rata cash distribution on May 27, 2005.

                        About Ashland Inc.

Ashland Inc. (NYSE: ASH) -- http://www.ashland.com/-- is a  
Fortune 500 transportation construction, chemicals and petroleum
company providing products, services and customer solutions
throughout the world.  Ashland Inc., headquartered in Covington,
Kentucky, owns a 38% equity interest in Marathon Ashland
Petroleum.  Ashland through its four wholly owned businesses is a
leading North American distributor of chemicals and plastics; one
of the largest transportation construction contractors in the
United States; a global supplier of specialty chemicals; and a
leading marketer, distributor and producer of branded automotive
and industrial products and services.  Ashland reported sales of
$8.8 billion on an LTM basis ended March 31, 2005.  

                           *     *     *

As reported in the Troubled Company Reporter on May 3, 2005,
Moody's Investors Services commented that the senior unsecured
ratings of Ashland Inc. would likely be lowered to Ba1 following
the completion of the sale of its 38% equity interest in Marathon
Ashland Petroleum LLC to Marathon Oil Corporation.  Moody's also
noted that Ashland's Baa2 ratings will remain under review for
possible downgrade until the completion of the tender offer.  The
remaining stub bonds, if any, would be lowered to Ba1 at that time
and the commercial paper rating would be lowered to Not-Prime.  If
the MAP transaction does not occur, Ashland's Baa2 and P-3 ratings
would likely be confirmed.

Ratings remaining under review for possible downgrade:

   -- Ashland Inc.

      * Issuer rating - Baa2
      * Senior unsecured notes and debentures - Baa2
      * Industrial revenue bonds supported by Ashland - Baa2
      * Shelf registration for senior unsecured debt - (P)Baa2
      * subordinated debt - (P)Baa3; preferred stock - (P)Ba1
      * Rating for commercial paper - Prime-3


BEAZER HOMES: S&P Rates New $300 Million Senior Note at BB
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Beazer Homes USA Inc. and assigned its 'BB'
rating to a new $300 million, 10-year senior note issue.  At the
same time, ratings are affirmed on approximately $750 million of
existing senior unsecured notes and $180 million of convertible
senior notes.  The outlook is stable.

"The ratings acknowledge Beazer's good market position, geographic
diversity, stable operating performance, and strong debt coverage
measures," said Standard & Poor's credit analyst George Skoufis.
"These strengths are offset by the company's recent goodwill
impairment, charges related to warranty claims, and continued
weakness in its Midwest and Charlotte, North Carolina markets.
Proceeds from the new issue will refinance existing term debt and
supplement current working capital."

While the Midwest and Charlotte markets remain considerably weak,
Beazer's geographic diversity should prove beneficial, given the
good momentum it continues to experience in its other markets.
Further, the company ended the second quarter of its 2005 fiscal
year with a record backlog of $2.9 billion, up 42% over the prior
year.  The recent impairment charge, while significant, did not
impact Beazer's compliance with any debt covenants, and did
address an ongoing credit concern.  Standard & Poor's will
continue to closely monitor the company's operating performance,
the warranty claims relating to Trinity, and management's efforts
to reposition its Midwest and Charlotte operations.


BRAZIL FAST: March 31 Balance Sheet Upside-Down by R$2.2 Million
----------------------------------------------------------------
Brazil Fast Food (OTCBB:BOBS.OB), a 393-outlet fast-food chain and
the second largest fast-food chain operator in Brazil, reported
financial results for its first quarter ended March 31, 2005.

System-wide sales for the first three months of 2005 increased 27
percent to R$81,449,704 from R$64,059,379 for the first quarter of
2004.  Net franchise royalty fees were R$2.5 million for the
three-month period ended March 31, 2005 -- up 34 percent from
2004's first-quarter net franchise royalty fees of R$1.9 million.  
Operating income for the first quarter of 2005 was R$2.8 million,
versus operating income of R$2.2 for the same period of 2004. Net
income increased 94 percent from R$2.02 million, or R$.25 per
share, basic and diluted, for the first quarter of 2005, from net
income of R$1.04 million, or R$.13 per share, basic and diluted,
for the first quarter of 2004.

"During the first quarter of 2005, Brazil's economy continued to
provide our Company with a hospitable environment in which to
expand and strengthen its presence," Ricardo Figueiredo Bomeny,
Chief Executive Officer of Brazil Fast Food Corp. said.  "The
effects of our intensive marketing efforts, our store
modernization project and the net expansion of our chain by five
points of sale are evident in our significantly improved top- and
bottom-line financial results for the first quarter of 2005.
Although we still cannot guarantee our Company's ability to
continue as a going concern, we have made meaningful progress
across the board. During the first three months of 2005, our
Company increased revenue and earnings, reduced its level of bank
indebtedness - and thus its net interest income expense - and cut
costs as a percentage of net restaurant sales of food, beverage
and packaging. We believe that we are on the right track to
rebuilding a solid, financially stable foundation for Brazil Fast
Food - a foundation with the strength to support the full value of
our Company."

                        About the Company

Brazil Fast Food Corp. owns and operates, both directly and
through franchisees, the second largest chain of hamburger fast-
food restaurants in Brazil, through its wholly owned subsidiary,
Venbo Comercio de Alimentos Ltda.  Brazil Fast Food Corp. conducts
business in Brazil under the trade name "Bob's."  As of March 31
2005, the Company had 393 points of sale, which includes
traditional restaurants, kiosks and re-locatable trailers.

At March 31, 2005, Brazil Fast Food's balance sheet showed a
R$2,190,000 stockholders' deficit, compared to a R$4,192,000
deficit at Dec. 31, 2004.

                       Going Concern Doubt

Trevisan Auditores Independentes raised substantial doubt about
Brazil Fast Food's ability to continue as a going concern after it
audited the Company's Form 10-K for the fiscal year ended Dec. 31,
2004.  The Company has suffered recurring losses and has a
negative working capital and shareholders' equity, which triggered
the going concern opinion.

                        About the Company

Brazil Fast Food Corp. owns and operates, both directly and
through franchisees, the second largest chain of hamburger fast-
food restaurants in Brazil, through its wholly owned subsidiary,
Venbo Comercio de Alimentos Ltda.  Brazil Fast Food Corp. conducts
business in Brazil under the trade name "Bob's."  As of Dec. 31
2004, the Company had 388 points of sale, which includes
traditional restaurants, kiosks and re-locatable trailers.


CATHOLIC CHURCH: Foraker Balks at Portland's Move to Hire Triboro
-----------------------------------------------------------------
As previously reported, the Tort Claimants Committee appointed in
the Chapter 11 case of the Archdiocese Portland in Oregon sought
authority from the U.S. Bankruptcy Court for the District of
Oregon to retain Triboro Capital, Inc., as its financial advisor
to provide professional services with respect to arranging post-
confirmation financing for its plan of reorganization, effective
as of April 28, 2005.

Albert N. Kennedy, Esq., at Tonkon Tort LLP, in Portland, Oregon,
relates that since the Tort Committee was formed, it has explored
alternatives available to enable Portland to finance a plan of
reorganization and emerge from bankruptcy.  The Tort Committee
believes that Portland will require a postpetition credit facility
to enable it to promptly fund its obligations to its creditors.  A
postpetition credit facility will provide Portland with liquidity
to immediately satisfy its obligations while allowing it
flexibility in resolving disputes with insurers, identifying
excess property and otherwise raising funds for the satisfaction
of its obligations.

                       Mr. Foraker Objects

David A. Foraker, the Future Claimants Representative appointed in
the Chapter 11 case of the Archdiocese of Portland in Oregon,
asserts that the proposed retention of Triboro Capital, Inc., as
the Tort Claimants Committee's financial advisor, must be denied.

Mr. Foraker points out that until the Tort Committee has the right
to file a plan, the Portland Tort Committee's retention of a
financial advisor for purposes of soliciting proposals for a
postpetition credit facility for funding a plan is premature.

"It is pointless for the Committee to seek to arrange specific
financing that is not supported by the [Archdiocese] unless and
until the Committee has the right to file its own plan," Mr.
Foraker says.

The Tort Committee cannot file a plan unless:

   (i) Portland fails to file a plan by June 1, 2005, or by a
       later date as may be fixed by the Court; or

  (ii) if the Archdiocese timely files a plan, and the plan is
       not confirmed.

Furthermore, Portland has declined the Committee's invitation for
the Archdiocese to participate in discussions with the Committee
or its potential lender about exit financing.

Mr. Foraker also contends that the proposed terms of Triboro's
retention relating to compensation, indemnification, contribution
and exculpation are unreasonable.  Even if the compensation
arrangements are customary in the marketplace outside of
bankruptcy, Mr. Foraker asserts that the compensation provisions
are unreasonable because:

   -- the amount of the fee will not necessarily be commensurate
      with the amount of any loan commitment that is secured by
      Triboro, since Triboro will be entitled to a $35,000
      minimum Transaction Fee, no matter how small the amount
      of the commitment; and

   -- Mesirow Financial Consulting LLC is providing similar
      services for Portland on a straight hourly basis, at
      discounted rates, without any provision for a success fee.

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: Spokane Wants to Set New Claims Bar Date
---------------------------------------------------------
Michael J. Paukert, Esq., at Paine, Hamblen, Coffin, Brooke &
Miller LLP, in Spokane, Washington, informs the U.S. Bankruptcy
Court for the Eastern District of Washington that given the
circumstances of the Chapter 11 case filed by the Diocese of
Spokane and the nature of the claims that dominate the case, an
extended bar date is appropriate.

The Spokane Diocese asks Judge Williams to set the bar date for
filing non-governmental proofs of claim at 90 days after the
Court approves the request or at another date that the Court
determines to be appropriate under the circumstances.

                        Proof of Claim Forms

The Diocese proposes that modifications to Local Form 3001 be made
to elicit necessary information for the resolution of the Tort
Claims.  Mr. Paukert notes that the proposed Tort Proof of Claim
Form is intended to elicit only the specific information that the
Diocese and its insurers need to begin the analysis of the
Diocese's potential liability for Tort Claims, and ultimately
resolve issues in the case that are key to the reorganization plan
process and Spokane's successful emergence from Chapter 11.  The
Tort Claim Form also includes questions and information provided
in Local Form 3001, which is regularly filed by general commercial
creditors.

The Diocese further proposes to slightly modify the claim form for
non-Tort Claims -- the General Claims Form -- from Local Form 3001
to clearly advise claimants that they should only use this claim
form if they are asserting claims other than Tort Claims.  

Each proof of claim form will be designed to ensure that claimants
provide necessary information relating to their claim in a way
that would allow the Diocese to determine the nature, extent, and
validity of the claims being asserted, while being sensitive to
the special issues for victims related to the information sought.

The Tort Claim Form and the General Claims Form will be filed with
the Diocese's proposed notice and claims Agent, BMC Group, Inc.  
The names of all claimants filing a Tort Claim Form for childhood
sexual misconduct will be kept confidential.

The Claims Agent will utilize these procedures, among others, as
may be implemented by the Clerk's Office, to keep certain
information contained in filed Tort Claim Forms confidential:

   (a) The Claims Agent will retain a copy of the "Claims Bar
       Date Notice - Attorney" together with all correspondence
       between the Claims Agent and the Attorneys.  These
       documents:

       -- will be segregated by the Claims Agent;

       -- will not be filed with the Court; and

       -- will be kept under seal to maintain confidentiality
          until further Court order;

   (b) All General Claims Forms received by the Claims Agent will
       be fully scanned by the Claims Agent, electronically filed
       with the Court, and assigned claim numbers;

   (c) All Tort Claim Forms received will not be scanned.  The
       Claims Agent will create a "dummy" Acrobat PDF document.  
       The creditor's name will be entered as "UNKNOWN -
       CONFIDENTIAL" together with the claim amount, if any.  No
       other information will be placed in the creditor record;

   (d) The Tort Claim Forms will be segregated by the Claims
       Agent and kept under seal to maintain confidentiality
       until further Court order.  Absent further Court order,
       access to the Tort Claim Forms will be restricted to the
       Diocese, its insurers, the claimant, and their attorneys.
       Although the Tort Claim Forms will remain confidential,
       the Diocese and its insurers will be authorized to utilize
       the information contained in the Tort Claim Forms,
       including the claimant's name, in conducting their
       investigations into the facts and circumstances
       surrounding the claim; and

   (e) The Claims Agent will retain all paper copies of all Tort
       Claim Forms until otherwise instructed by the Court.

                       Notice Procedures

The Diocese plans to use a two-fold widespread notice program that
will provide actual notice or publication notice to all known and
potential creditors.

Actual notice of the Claims Bar Date will be sent to:

   (1) all creditors listed in the Diocese's schedules;

   (2) all persons whose names and addresses the Diocese is able
       to identify from a review of its records that Spokane
       reasonably believes could assert a Claim against the
       Diocese;

   (3) the Office of the U.S. Trustee;

   (4) the attorneys for the Tort Claimants' Committee and the
       Tort Litigants' Committee; and

   (5) the Unknown Claims Representative if one is appointed by
       the Court.

The Diocese will also ask all Attorneys who have represented or
are representing clients with claims of childhood sexual
misconduct to submit to the Diocese the name and address of any
person he or she believes may be a potential claimant.

Some of the pending tort claims are set forth in lawsuits that
have not progressed to the level at which the Diocese has the name
and address of each plaintiff, or have not been brought to the
Diocese's attention by the claimant's attorney.  Accordingly, with
respect to many of the claims pending as of the Petition Date, the
Diocese has the names and addresses of the attorneys for the
claimants but does not have the addresses of the individual
claimants.

To provide actual notice to all persons or entities who have
commenced judicial, administrative, or other actions or
proceedings, including settlement proceedings, or otherwise
initiated an action against the Diocese asserting a claim that has
not been settled or has been settled but not paid or fully paid,
the Diocese proposes to mail to unrepresented claimants and to the
attorneys for all actually known holders of claims in actions
pending against the Diocese at any time prior to December 6, 2004,
and the attorneys who have notified the Diocese that they
represent holders of Claims who have not filed actions against the
Diocese:

   (1) the Claims Bar Date Order;

   (2) a notice of the Claims Bar Date; and

   (3) a number of copies of the Tort Claim Form equal to the
       estimated number of claimants represented by a law firm or
       attorney.

The "Claims Bar Date Notice - Attorney" contains special
instructions to the law firms and attorneys.  The Notice will
include a list of all holders of Claims who, the Diocese believes,
are represented by the attorney or law firm.  The attorney or law
firm will be required to examine the list and, if an Attorney does
not represent, or no longer represents, any of the claimants
listed on the exhibit, the Attorney is required, within 15
business days after his or her receipt of the Claims Bar Date
Notice, to provide the Debtor's Claims Agent with the names -- and
addresses, if the Attorney has been authorized to disclose this
information -- of the claimants so that actual notice of the
Claims Bar Date may be provided.  If no address is provided, and
the Diocese is unable to obtain an address through reasonable
investigation, actual notice of the Claims Bar Date to the
claimants will not be required.

To assist any attorneys or law firms who wish to send copies of
the Claims Bar Date Notice or the Tort Claim Form directly to any
of their clients, the Claims Agent will, at the request of the
attorneys or law firms to the Claims Agent, provide them with
extra copies of the Claims Bar Date Notice or Tort Claim Form,
together with postage-paid envelopes for the mailing.  These
procedures are designed to assist attorneys in getting any
required information to the underlying holders of Claims so that
the Tort Claim Forms can be completed and returned in a timely
fashion.

The proposed "Claims Bar Date Notice - General" and "Claims Bar
Date Notice - Attorney" inform the parties of the Claims Bar Date
and contains detailed information regarding who must file a proof
of claim, the procedures for filing a proof of claim, and the
consequences of failing to timely file a proof of claim.

                       Publication Notice

The Diocese will give notice by publication to those potential
claimants who are unknown or not reasonably ascertainable by the
Diocese, as well as those who may be known to the Diocese but
whose addresses are unknown.  The Diocese has developed a special
"plain English" notice that the Diocese proposes to use in a
comprehensive, broad-based mailing and media notice program.  The
Diocese seeks the Court's permission to use the publication notice
to the Mailing and Media Notice Program.

The broad-based direct mailing and media notice program is
designed to provide notice to potential claimants in areas where
claims have arisen or where potential claimants may now be
located.  The Mailing and Media Notice Program is designed to
ensure comprehensive notice to individuals and entities who could
potentially hold Claims.  It provides for the dissemination of the
Claims Publication Notice by using:

   -- direct mailings;

   -- newspapers;

   -- diocesan publications;

   -- Web sites maintained by the Diocese and the Claims Agent;
      and

   -- nationwide press releases and other media publicity and
      national radio through Public Service Announcements.

The primary target of the Mailing and Media Notice Program will be
persons who attended or now attend Catholic churches and schools
in Eastern Washington, these being the locations where the alleged
acts giving rise to the sexual misconduct Claims are most likely
to have occurred.  The Diocese intends to mail a copy of the
Publication Notice to each household on the mailing lists for all
parishes and missions within the Diocese.

The publication notice will also be mailed to those alumni on the
mailing lists for Gonzaga Preparatory School, DeSales High
School, and to those alumni on the most current alumni mailing
lists of all Catholic grade schools located within the geographic
boundary of the Diocese that currently maintain a list.  The
Diocese also intends to accomplish nationwide notice by
publication in USA Today, by nationwide dissemination of its press
releases and by nationwide distribution of Public Service
Announcements.  The Diocese will publish notice regionally in
newspapers throughout Washington, Idaho and Oregon, as more
particularly set forth in the Mailing and Media Notice Program.

The Diocese believes that any presently unknown claimants are more
likely than not to reside in these same states.  The nationwide
notice process and general publicity about the case will provide
notice of the Claims Bar Date to potential claimants living both
inside and outside of the focused target area.

Mr. Paukert tells Judge Williams that the Publication Notice
includes a toll-free telephone number that potential claimants may
call to obtain more information, including a copy of claim forms,
the Claims Bar Date Notice, information concerning the procedures
for filing a proof of claim, and referral to an independent third
party counselor if a potential claimant wants to discuss his or
her situation regarding the filing of a claim.  Any person
referred to counseling will not be charged for the counseling
services.  All discussions between that person and the counselor
will be kept strictly confidential unless that person fails to
file a Tort Claim Form by the Claims Bar Date and later attempts
to assert a Claim.  In that event, the counselor will be free to
provide to the Diocese the person's name, the dates the person
conferred with the counselor, and the information that was
discussed which would have been required to be included in the
Tort Claim Form.

The Publication Notice also contains a special Web site address
for the Diocese's Claims Agent from which a claimant can review
information about the history of the bankruptcy case and can
download copies of the Tort Claim Form, Other Claim Form, and the
Claims Bar Date Notice.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CELLSTAR CORP: Lenders Extend Reporting Deadline to July 15
-----------------------------------------------------------
CellStar Corporation (Nasdaq: CLSTE) obtained a waiver from its
lenders under its domestic revolving credit facility to extend the
date to file its Annual Report on Form 10-K for fiscal 2004 and
its Quarterly Report on Form 10-Q for the period ended Feb. 28,
2005, to July 15, 2005.  Pursuant to the waiver, the Company's
lenders also agreed to waive certain financial covenants for the
quarters ended November 30, 2004 and February 28, 2005, and for
the quarters ended prior to November 30, 2004, with which the
Company would not have been in compliance due to the contemplated
restatements of its financial statements.

The Company had previously obtained a waiver from its lenders to
extend the date to file its 2004 Form 10-K and Form 10-Q for the
first quarter of 2005 to May 31, 2005.  On May 26, 2005, the
Company announced that it would be unable to file its Form 10-K
for fiscal 2004 by May 31, 2005, because the Audit Committee of
the Company's Board of Directors needed more time to complete its
independent review of certain accounts receivable and revenue
issues in the Asia Pacific Region.

                       About the Company

CellStar Corporation -- http://www.cellstar.com/-- is a leading  
global provider of value-added logistics services to the wireless
communications industry, with operations primarily in the North
American, Latin American and Asia-Pacific regions.  CellStar
facilitates the effective and efficient distribution of handsets,
related accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers and
retailers.  CellStar also provides activation services in some of
its markets that generate new subscribers for wireless carriers.  


CELLSTAR CORP: John Kamm Leaves Board of Directors
--------------------------------------------------
CellStar Corporation (Nasdaq: CLSTE) disclosed the resignation of
John T. Kamm from the Company's Board of Directors effective as of
May 24, 2005, due to personal reasons.  Mr. Kamm was named as a
Class III Director in December of 2003.

"John's extensive knowledge of the market and the culture in China
has been a great asset to the Company, particularly over the last
several months during our review of the operations in China, and
he will be missed," said Robert A. Kaiser, Chairman and CEO.  
"John does very important work promoting human rights through the
Dui Hua Foundation.  He believes that is where his focus should be
for the time being, and accordingly has made the difficult
decision of resigning from the CellStar Board.  We wish John the
very best and thank him for his dedication and leadership."

Mr. Kamm has worked in China for more than 30 years.  Mr. Kamm
serves as the Executive Director of the Dui Hua Foundation, a
publicly supported organization dedicated to improving human
rights in the United States and China, and Director of the Project
in Human Rights Diplomacy of the Institute of International
Studies of Stanford University.  He is currently the President of
Asia Pacific Resources, Inc., a San Francisco-based company he
founded in 1993, which specialized in trade and investment,
government affairs and U.S.-China relations.  Mr. Kamm is also
Chairman of Market Access Ltd., a Hong Kong-based consulting firm
which he founded, an honorary professor of two Chinese
universities, a Director of the National Committee on US-China
Relations, and a member of the Advisory Council of Princeton-in-
Asia.  Mr. Kamm has been active in China trade for many years,
including serving as Vice President, Far East of Occidental
Chemical Corporation from 1981 to 1991. Mr. Kamm also served as
President of the American Chamber of Commerce in Hong Kong in
1990.

                       About the Company

CellStar Corporation -- http://www.cellstar.com/-- is a leading  
global provider of value-added logistics services to the wireless
communications industry, with operations primarily in the North
American, Latin American and Asia-Pacific regions.  CellStar
facilitates the effective and efficient distribution of handsets,
related accessories and other wireless products from leading
manufacturers to network operators, agents, resellers, dealers and
retailers.  CellStar also provides activation services in some of
its markets that generate new subscribers for wireless carriers.  

                         *     *     *

CellStar Corporation (Nasdaq: CLSTE) obtained a waiver from its
lenders under its domestic revolving credit facility to extend the
date to file its Annual Report on Form 10-K for fiscal 2004 and
its Quarterly Report on Form 10-Q for the period ended Feb. 28,
2005, to July 15, 2005.  Pursuant to the waiver, the Company's
lenders also agreed to waive certain financial covenants for the
quarters ended November 30, 2004 and February 28, 2005, and for
the quarters ended prior to November 30, 2004, with which the
Company would not have been in compliance due to the contemplated
restatements of its financial statements.


CITATION CORP: Gets Court Nod to Hire KPMG as Valuation Consultant
------------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama gave Citation Corporation and its
debtor-affiliates permission, on May 31, 2005, to retain and
employ KPMG, LLP, as their valuation consultants.

KPMG will:

    (1) identify certain intangible assets rather than goodwill
        pursuant to Statement of Financing Accounting Standards
        No. 141 by evaluating the Debtors':

         * customer contracts and relationships,

         * trade names and trademarks (where applicable), and

         * supplier contracts and relationships;

    (2) provide an estimate of the fair value of identified
        intangible assets of the Debtors;

    (3) provide an estimated value of the remaining unidentifiable
        intangible assets and goodwill (if any) through the
        residual method; and

    (4) provide detailed narrative reports describing:

         * descriptions of assets,

         * estimates of useful lives of the same,

         * valuation methods applied, and

         * final valuation conclusions.

The Company will pay KPMG $65,000, exclusive of expenses, upon
completion of services.  

The Company assures the Court that KPMG does not hold any
interest adverse to its estate.  

Headquartered in Birmingham, Alabama, Citation Corporation --
http://www.citation.net/-- designs, develops and manufactures
cast, forged and machined components for the capital and durable
goods industries, including the automotive and industrial markets.
Citation uses aluminum, steel, gray iron, and ductile iron as the
raw materials in its various manufacturing processes.  The Debtors
filed for protection on Sept. 18, 2004 (Bankr. N.D. Ala. Case No.
04-08130).  Michael Leo Hall, Esq., and Rita H. Dixon, Esq., at
Burr & Forman LLP, represent the Debtors.  When the Company and
its debtor-affiliates filed for protection from their creditors,
they estimated more than $100 million in assets and debts.  Judge
Tamara O. Mitchell confirmed the company's Second Amended Joint
Plan of Reorganization on May 18, 2005.


CITIGROUP MORTGAGE: Fitch Rates Class I-B4 & I-B5 Certs. at Low-B
-----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc. $1.39 million
mortgage pass-through certificates, series 2005-2 consisting of
two groups each with a separate set of related subordinate
certificates (Group I and Group II):

      -- $1,230,438,100 classes I-A1, I-A2A, I-A2B, I-A3, I-A3A,
         I-A3B, I-A4, I-A5A, I-A5B and I-R (group I senior
         certificates) 'AAA';

      -- $111,189,005 classes II-A1-1, II-A1-2, II-A2, II-XS1, II-
         XS2, II-PO1, II-PO2 and II-R (group II senior   
         certificates) 'AAA';

  Group I

     -- $23,811,000 class I-B1 certificates 'AA';
     -- $10,940,000 class I-B2 certificates 'A';
     -- $8,366,000 class I-B3 certificates 'BBB';
     -- 5,148,000 privately offered class I-B4 certificates 'BB';
     -- 2,574,000 privately offered class I-B5 certificates 'B';
     -- 5,792,568 privately offered class I-B6 certificates are
        not rated by Fitch.

  Group II

     -- $2,288,000 class II-B1 certificates 'AA';
     -- $1,408,000 class II-B2 certificates 'A';
     -- $821,000 class II-B3 certificates 'BBB';
     -- $704,000 privately offered class II-B4 certificates 'BB';
     -- $352,000 privately offered class II-B5 certificates 'B';
     -- $588,727 privately offered class II-B6 certificates are
        not rated by Fitch.

The 'AAA' rating on the group I senior certificates reflects the
4.40% enhancement provided by the 1.85% class I-B1, 0.85% class I-
B2, 0.65% class I-B3, 0.40% class I-B4, 0.20% class I-B5, 0.45%
class I-B6.  The 'AAA' rating on the group II senior certificates
reflects the 5.25% enhancement provided by the 1.95% II-B1, 1.20%
II-B2, 0.70% II-B3, 0.60% II-B4, 0.30% II-B5, and 0.50% II-B6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of Countrywide Home Loans Servicing
LP (rated 'RPS1' by Fitch) and Wells Fargo Bank, N.A. (rated
'RPS1' by Fitch), and the master servicing capabilities of
CitiMortgage, Inc., (rated 'RMS1-' by Fitch).

The trust will contain approximately 6,371 conventional, one- to
four-family, adjustable-rate and fixed-rate mortgage loans secured
by first liens on one- to four-family residential properties with
an aggregate principal balance of $1,404,420,400.  The mortgage
loans will be divided into seven loan groups, loan groups I-1
through I-5 and loan groups II-1 and II-2.  All the mortgage loans
were originated by Countrywide Home Loans, Inc., Wells Fargo Bank,
N.A., GMAC Mortgage Corporation, and Quicken Loans, Inc. and were
then acquired directly by Citigroup Global Markets Realty Corp.

Group I consists of 5,548 conventional, fully amortizing,
adjustable-rate mortgage loans secured by first liens on single-
family residential properties with an aggregate principal of
$1,287,069,669.  Each of the mortgage loans are indexed off the
One-Year CMT, Six-Month LIBOR and 12-Month LIBOR, and 25.13% of
the loans pay interest only for a period of seven years and 6.62%
of the loans pay interest only for a period of 10 years following
origination and mortgage, with principal and interest payments
beginning thereafter.

The average principal balance of the loans in this pool is
approximately $231,988.  The mortgage pool has a weighted average
original loan-to-value ratio of 76.05%.  Rate/Term and cash-out
refinance loans account for 16.06% and 12.63% of the pool,
respectively.  The weighted average FICO score is 714.  The states
with the largest concentrations are California (23.82%) and
Florida (7.17%).

Group II consists of 823 conventional, fully amortizing, fixed-
rate mortgage loans secured by first liens on single-family
residential properties with an aggregate principal of
$117,350,732.  None of the loans in Group II have interest-only
terms.  The average principal balance of the loans in this pool is
approximately $142,589. The mortgage pool has a weighted average
OLTV of 67.62%.  Rate/Term and cash-out refinance loans account
for 16.51% and 37.53% of the pool, respectively.  The weighted
average FICO score is 723.  The states with the largest
concentrations are California (25.28%), Florida (7.47%) and New
York (7.00%)

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,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

U.S. Bank National Association will serve as trustee.  Citigroup
Mortgage Loan Trust Inc., a special purpose corporation, deposited
the loans in the trust which issued the certificates.  For federal
income tax purposes, an election will be made to treat the trust
as multiple real estate mortgage investment conduits.


COMBUSTION ENGINEERING: Has Until June 13 to File Amended Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Combustion Engineering, Inc., until June 13, 2005, to file an
amended plan of reorganization and accompanying disclosure
statement.  

Previously, the Honorable Judith K. Fitzgerald approved CE's
prepackaged Disclosure Statement and said she will recommend
confirmation of the Plan if CE can demonstrate that direct
creditors of Basic, Incorporated and ABB Lummus Global, Inc.,
received adequate notice about the proceedings and plan-related
injunctions and releases other than by general publication.

The rejected Plan aimed to extinguish ABB Ltd.'s asbestos-related
liabilities.

Because the Plan compromised asbestos-related personal injury
claims, approval from the District Court was required before it
can be confirmed.  CE got that approval from District Court Judge
Alfred M. Wolin.  

However, plan confirmation was halted when the United States Court
of Appeals for the Third Circuit rejected the prepackaged chapter
11 plan.

The Third Circuit rejected the Debtor's appeal based on three
principal issues:

First, on the facts in Combustion Engineering's case, the
petitioners questioned whether the Bankruptcy Court has "related
to" jurisdiction over the derivative and non-derivative claims
against the non-debtors Basic and Lummus.  The Third Circuit said
the factual findings in the Bankruptcy Court were insufficient.
The Third Circuit vacated the Sec. 105 injunction in favor of
Basic and Lummus.

Second, the appellants opposing the Combustion Engineering plan
asked the Third Circuit whether a non-debtor that contributes
assets to a post-confirmation trust can take advantage of Sec. 105
of the Bankruptcy Code to cleanse itself of non-derivative
asbestos liability.  No, the Third Circuit said, a Sec. 105
channeling injunction can't extend to nonderivative third-party
actions against a debtor's non-debtor friends.

Third, the petitioners asked the Third Circuit to look at the two-
trust structure and use of "stub claims" in the voting process --
which allowed certain asbestos claimants who were paid as much as
95% of their claims prepetition to vote to confirm a Plan under
which they appear to receive a larger recovery than other asbestos
claimants -- and decide whether that scheme is permitted under the
Bankruptcy Code.  The Third Circuit said the scheme may violate
the Bankruptcy Code and the "equality among creditors" principle
that underlies it.  The Third Circuit remanded this issue to the
District Court for further development and review in considering
any revised reorganization proposal.

                     The Chapter 11 Filing

ABB Ltd.'s U.S. subsidiary, Combustion Engineering, Inc., filed
for chapter 11 protection on February 17, 2003, and delivered its
prepackaged plan to the U.S. Bankruptcy Court for the District of
Delaware that day to halt and resolve the tide of asbestos-related
personal injury suits brought against the companies.  Over the
dozen years prior to the chapter 11 filing -- according to
information obtained from http://www.LitigationDataSource.com--  
the number of claims against Combustion Engineering, its
affiliates, ABB and former joint venture partners, skyrocketed:

     Year   Asbestos Claims Asserted Against CE
     ----   -----------------------------------
     1990   18,891 .
     1991   19,000 .
     1992   20,000 +
     1993   21,000 +
     1994   22,000 ++
     1995   23,842 +++
     1996   27,577 ++++++
     1997   28,976 +++++++
     1998   28,264 ++++++
     1999   33,961 ++++++++++
     2000   39,138 +++++++++++++
     2001   54,569 ++++++++++++++++++++++++
     2002   79,204 ++++++++++++++++++++++++++++++++++++++++

CE is named as a defendant in cases pending in multiple
jurisdictions, with plaintiffs alleging injury as a result of
exposure to asbestos in products manufactured or sold by CE or
that was contained in materials used in CE's construction or
maintenance projects.

               Combustion Engineering's History

Combustion Engineering was formed in Delaware in 1912 as
The Locomotive Superheater Co. and manufactured and sold
superheaters for steam locomotives.  From the 1930s forward,
CE's core business is designing, selling and erecting power-
generating facilities, including major steam generators.  CE
also services large steam boilers and related electrical power
generating equipment.  From the 1930s through the 1960s,
asbestos insulation was used on many CE boilers.

                    Bankruptcy Professionals

Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart LLP, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C., represent Combustion Engineering.

The Blackstone Group, L.P., provides CE with financial advisory
services.

David M. Bernick, Esq., at Kirkland & Ellis, provides legal
advice to ABB.

The CE Settlement Trust, holding the largest unsecured claim
against CE's estate, is represented by Hasbrouck Haynes, Jr.
CPA, at Haynes Downard Andra & Jones LLP.


COMMERCE ONE: Judge Montali Approves Disclosure Statement
---------------------------------------------------------          
The Honorable Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California conditionally approved the
adequacy of the Disclosure Statement explaining the Plan of
Reorganization filed by Commerce One Inc., nka CO Liquidation
Inc., and its debtor-affiliate, COO Liquidation, Inc., on
May 24, 2005.

The Debtors are now authorized to send copies of the Disclosure
Statement and Plan to their creditors and solicit their votes in
favor of the Plan.

The Plan provides for the consolidation of all assets and all
liabilities of CO Liquidation and COO Liquidation into a single
estate.  For purposes of Distributions to Creditors under the
Plan, the Debtors will be considered to be a single legal entity.
The consolidated assets of each debtor will be held by the Debtor
for liquidation by the Responsible Person and available for
distribution to all Creditors regardless of which debtor was
responsible for the debt in the first instance.

Under the Plan, Commerce One expects to resolve certain claims
against the Company.  These include a previously disclosed claim
of $26,190,960 relating to a lawsuit filed by Charles Mitelhaus, a
former sales employee, which the Company settled for $1,000,000.  
The Mitelhaus settlement will be effective upon approval of the
Plan.

The Company also expects to pay ComVest Investment Partners II LLC
and DCC Ventures, LLC an aggregate of $1,000,000 in connection
with a previously disclosed debt to them.  Pursuant to a
compromise anticipated to be approved prior to the hearing on
confirmation of the Plan, the Company also expects to pay $300,000
to Computer Horizons Corporation, and $55,000 to JGR Acquisition,
Inc., in connection with a previously disclosed dispute over the
sale of U.S. Patent Application Serial No. 10/128,985.

Class 3A Unsecured Creditors Claims will receive, pursuant to
Section 13.1 of the Plan, payment of their Claims in full, plus
interest from the Petition Date at the Class 3A Interest Rate on
the later to occur of the date that is ten days after the
Rejection Claims Bar Date and the date upon which those holders'
Class 3A Unsecured Claim becomes Allowed.  If there is
insufficient Available Cash to pay all Class 3A Claims in full,
then each holder of an Allowed Class 3A Claim will receive its Pro
Rata Share of Available Cash without interest pursuant to Section
13.1 of the Plan.

Based on current estimate of which claims need to be satisfied
plus the estimated cost of winding up its affairs, the Company
estimates that its stockholders will receive between $0.09 and
$0.15 per share.  This estimate is based upon having 41,415,413
shares outstanding as of the Record Date.

A full-text copy of the Disclosure Statement and Plan is available
at no charge at http://tinyurl.com/9oon8

All ballots must be returned by July 11, 2005, to the Debtor's
noticing and balloting agent:

             Poorman-Douglas Corporation
             Attn: CO Ballots
             10300 SW Allen Boulevard
             Beaverton, Oregon 97005
             
Objections to the Plan, if any, must be filed and served by
July 11, 2005.

The Court will convene a hearing at 1:30 p.m., on July 25, 2005,
to consider confirmation of the Debtor's Plan.

Headquartered in San Francisco, California, Commerce One, Inc.
(n/k/a CO Liquidation, Inc.) -- http://www.commerceone.com/--  
provides software services that enable businesses to conduct
commerce over the Internet.  Commerce One, Inc., and its wholly
owned subsidiary, Commerce One Operations, Inc., filed for chapter
11 protection on Oct. 6, 2004 (Bankr. N.D. Calif. Case Nos. 04-
32820 and 04-32821).  Doris A. Kaelin, Esq., and Lovee Sarenas,
Esq., at Murray and Murray, represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed $14,531,000 in total assets and $12,442,000 in total
debts.  As of December 2, 2004, Commerce One estimates that its
liabilities owed to creditors total approximately $9.7 million,
including approximately $5.1 million owed to ComVest.  The Company
expects that total liabilities will continue to increase over
time.


COVANTA ENERGY: Wants Plan Filing Period Extended to November 11
----------------------------------------------------------------
The three remaining Debtors -- Covanta Warren Energy Resources
Co., L.P., Covanta Warren Holdings I, Inc., and Covanta Warren
Holdings II, Inc. -- ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their exclusive periods
to:

   -- file a plan or plans of reorganization to November 11,
      2005; and

   -- solicit acceptances of that plan to January 12, 2006.

The Remaining Debtors operate or are partners of the Debtor that
operates a waste-to-energy facility located in Oxford Township,
Warren County, New Jersey.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago,
Illinois, relates that since January 19, 2005, the Remaining
Debtors have actively negotiated with key constituencies to craft
a plan of reorganization satisfactory to all interested parties.  

Covanta Warren, Mr. Lazar continues, has been in restructuring
negotiations for several years prior to the commencement of the
Chapter 11 proceedings.  A 1997 court ruling rendered certain
aspects of New Jersey's solid waste regulatory scheme
unconstitutional under the dormant commerce clause of the United
States Constitution.  This left the Pollution Control Financing
Authority of Warren County and other New Jersey governmental
entities that had issued bonds to finance projects, like the
Warren Facility, unable to meet their obligations without
financial assistance from the state.

Since 1999, the State of New Jersey has been voluntarily making
debt service payments with respect to bonds issued by the Warren
Authority to finance construction of the Warren Facility, and
Covanta Warren has been operating the facility pursuant to an
interim agreement with the Warren Authority and others which
modifies the contractual arrangements among the parties.

Additionally, Covanta Warren had been litigating with neighboring
counties that had "inter-district" agreements with the Warren
Authority that required those counties to deliver to the Warren
Facility the solid waste generated within their borders.  The
litigation became the subject of an appeal to the New Jersey
Supreme Court.  That litigation has now been stayed.

Mr. Lazar tells the Court that the Remaining Debtors are currently
involved in negotiations that contemplate a restructuring or
elimination of agreements with several parties, including
agreements with:

   -- the Warren Authority;

   -- Oxford Township, the host community for the facility;

   -- Warren County, which owns the underlying land and leases
      it to Covanta Warren;

   -- the State of New Jersey, which has been making payments on
      the bonds issued to finance construction of the facility;
      and

   -- MBIA, the bond insurer for the bonds.

Mr. Lazar maintains that the Remaining Debtors are making progress
in the negotiations and anticipate that the negotiations will
result in a consensual plan of reorganization.  In addition, the
parties are involved in negotiations with Oxford Township
concerning certain fees payable to the Township.  If those
negotiations are unsuccessful, the parties have consented to an
arbitration of their disputes.

The Remaining Debtors request an extension of the Exclusive
Periods so as to give them a sufficient opportunity to complete
negotiations with the numerous governmental authorities affected
by the restructuring.

"The Remaining Debtors' request for a further extension of the
exclusivity periods is merely a reflection of the fact that the
development, negotiation and confirmation of a viable plans for
the Remaining Debtors entails considerable time and effort, as
well as numerous governmental approvals," Mr. Lazar explains.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans. (Covanta Bankruptcy News, Issue No. 77;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DRUGMAX INC: Defaults on $65 Million Senior Credit Facility
-----------------------------------------------------------
In its Form 10-Q for the quarterly period ended Apr. 2, 2005,
filed with the Securities and Exchange Commission, Drugmax Inc.,
said it is in violation of certain financial and other covenants
under its Senior Credit Facility.

The Company expects to receive an amendment to the Senior Credit
Facility during the second quarter of 2005 to waive existing
covenant violations and amend covenant requirements going forward.   
However, there is no assurance that the lender will waive the
violations and the lender could demand repayment of the
$48 million outstanding as of April 2, 2005 and could foreclose
upon all, or substantially all, of the Company's assets.

                      Senior Credit Facility

On Dec. 9, 2004, the Company entered into a Second Amended and
Restated Credit Agreement with General Electric Capital
Corporation, which increased the facility from $31 million to
$65 million.  The $65 million of maximum availability was reduced
by $5.5 million of permanent availability, until the March 2005
Amendment, which increased the permanent availability reduction to
$7.5 million.  The Senior Credit Facility will mature on Dec. 9,
2007.  The Senior Credit Facility includes a prepayment penalty
of:

    (1) $1,300,000 if paid in full before December 9, 2005,

    (2) $975,000 if paid in full after December 9, 2005 but before
        December 9, 2006, and

    (3) $650,000 if paid after December 9, 2006.

The Senior Credit Facility is secured by substantially all assets
of the Company.  As of April 2, 2005, $48 million was outstanding
under the Senior Credit Facility and $1 million was available for
additional borrowings.

                     About the Company

DrugMax, Inc., is a specialty pharmacy and drug distribution
provider formed by the merger on November 12, 2004 of DrugMax,
Inc. and Familymeds Group, Inc.  The Company works closely with
doctors, patients, managed care providers, medical centers and
employers to improve patient outcomes while delivering low cost
and effective healthcare solutions.  It is focused on building an
integrated specialty drug distribution platform through its drug
distribution operations and its specialty pharmacy operations.  As
of April 2, 2005, DrugMax operated two drug distribution
facilities, under the Valley Drug Company and Valley Drug South
names, and 77 specialty pharmacies in 13 states under the Arrow
Pharmacy & Nutrition Center and Familymeds Pharmacy brand names.  
Its platform is designed to provide services for the treatment of
acute and complex health diseases including chronic medical
conditions such as cancer, diabetes and pain management.

                       Going Concern Doubt

In its Form 10-K filing, Deloitte & Touche LLP, the Company's
independent registered certified public accounting firm, issued an
unqualified audit report with an explanatory paragraph raising
doubt about the Company's ability to continue as a going concern.


EMPIRE FINANCIAL: Has Until Nov. 12 to Regain Listing Compliance
----------------------------------------------------------------
Empire Financial Holding Company (Amex: EFH) received a notice
from the American Stock Exchange staff indicating that it is below
AMEX's continued listing standards because its stockholders'
equity is less than $4 million and the company has sustained
losses from continuing operations and/or net losses in three of
its four most recent fiscal years.  In addition, the AMEX notice
indicated that Empire Financial did not file an application for
the listing of additional shares of its common stock and receive
notification from the AMEX that the securities had been approved
for listing.

Previously, Empire Financial had been advised by the AMEX staff
that that it was below AMEX's continued listing standards because
the company had incurred losses during both fiscal years 2002 and
2003 in combination with its stockholders' equity being below the
minimum requirement of $2 million.  Empire Financial submitted a
plan of compliance to AMEX in June and July 2004 and, based on
Empire Financial's plan and supporting documentation, AMEX granted
Empire Financial an extension until November 12, 2005 to regain
compliance with the continued listing standards.

Empire Financial has submitted the additional listing application
with AMEX.  Empire Financial must now submit a revised plan of
compliance to AMEX, advising AMEX of action it has taken or will
take to bring the company into compliance with the continued
listing standards by November 12, 2005.  Acceptance of the revised
plan is in the discretion of AMEX.  If Empire Financial does not
submit the revised plan, submits a revised plan that is not
acceptable to AMEX or is not in compliance with all continued
listing standards by November 12, 2005, or does not make progress
consistent with the revised plan during this period, AMEX may
initiate delisting proceedings.  If the company's shares of common
stock are de-listed, this may have an adverse effect on the
trading market of the company's common stock.

AMEX has placed the indicator .BC after Empire Financial's stock
symbol, EFH, which will remain in effect until AMEX has determined
that the company is in compliance with applicable continuing
listing standards.

                         About the Company

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

                      Going Concern Doubt

The audit report contained in its Annual Report on Form 10-KSB for
the year ended December 31, 2004, contains an explanatory
paragraph that raises doubt about the Company's ability to
continue as going concern because the Company has had net losses
from continuing operations in 2004, 2003 and 2002, a stockholders'
deficit and has uncertainties relating to regulatory
investigations.


FASTENTECH INC: Moody's Rates New $175M Credit Facility at Ba3
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to FastenTech,
Inc.'s new senior secured credit facility and affirmed other
existing ratings.  The rating outlook remains stable.

New Rating Assigned:

   * Ba3 for the proposed $175 million senior secured credit
     facility, due 2010

Ratings affirmed:

   * B3 on the $175 million of senior subordinated notes,
     due 2011,

   * B1 senior implied rating, and

   * B2 senior unsecured issuer rating.

The ratings are supported by:

   * FastenTech's strong position in a number of niche specialty
     fastener end-markets;

   * relatively stable financial performance;

   * increasing end-market diversification; and

   * substantially reduced exposure to the automotive markets.

However, the ratings are constrained by:

   * the company's significant debt leverage;
   * exposure to highly cyclical industrial end-markets;
   * relatively small size and strong industry competition;
   * acquisition and integration risks; and
   * exposure to volatile raw material prices.

The rating outlook is stable.  The ratings or outlook could be
favorably impacted by a meaningful reduction in debt leverage
supported by a more conservative financial posture, and evidence
that financial performance can be sustained throughout a business
cycle.  Conversely, the ratings or outlook could be pressured by
integration challenges, a substantial decline in end-market
conditions, or the pursuit of large-sized debt-financed
acquisitions that substantially alter the company's business and
financial risk profile.

FastenTech is a manufacturer and supplier of specialty engineered
components, fasteners and fastening systems.  The company offers a
number of specialty fastener products to OEMs and tier one
suppliers in the power generation, construction, industrial,
military, automotive, and medium- and heavy-truck industries.  
Over the past year, the company has managed to reposition its
portfolio, substantially reducing its exposure to the automotive
market from over one-third of its revenue base to currently
roughly 10%.  Meanwhile, through acquisitions, it has increased
its aerospace-grade component product offerings as well as its
exposure to the power generation and all-terrain vehicle
recreational markets.

FastenTech's strong niche market position and highly engineered
product portfolio have enabled it to maintain relatively good
profit margins in a highly competitive and fragmented industry.
Although margins have been under pressure due to the sharp raw
materials cost increases, we expect the prices increases that the
company implemented in recent months start to mitigate some of the
margin pressure.  Good demand in most of its end-markets, along
with the reduction in its automotive exposure, should provide a
basis for continued solid performance for the medium term.

Given that the fastener industry is a mature and highly fragmented
industry, FastenTech has been very focused on making acquisitions
to pursue growth.  Since Citicorp Venture Capital Ltd. acquired
80% of the company's stock in March 1998, the company has made
eleven acquisitions, six of which over the last fifteen months.
Although the company has so far had a relatively good track
record, the quickening pace of acquisitions raises concerns over
the strains they put on management resources and integration-
related risks.

FastenTech is seeking to increase the size of its existing
facility primarily to fund new acquisitions.  In addition, roughly
$17 million will be used to redeem preferred stock owned by former
owners (non-management, non CVC).

At March 31, 2005, funded debt totaled approximately $217 million,
or 5.1 times LTM EBITDA.  Including the $47 million of preferred
stock, total leverage would be 6.2 times LTM EBITDA.  For this
period, LTM EBITDA covered cash interest expense approximately
1.6 times.  FastenTech's cash flow generation has been weak in the
LTM March 2005 period, mainly as a result of increased working
capital investment to support revenue growth.  The company's
acquisitive strategy also means that future cash flow will likely
be used for funding acquisitions instead of paying down debt.

The Ba3 rating on the $175 million senior secured revolving credit
facility reflects its seniority in the debt structure and good
tangible asset coverage.  The facility will be secured by a first
priority lien on the capital stock, excluding the stock of foreign
subsidiaries, as well as all assets of the company and
subsidiaries, and will be guaranteed on a senior secured basis by
the company's current and future subsidiaries

FastenTech, Inc., based in Minneapolis, Minnesota, is a
manufacturer of specialty fasteners and fastener systems in the
US.  It is a privately-held holding company that operates through
its subsidiaries.


FIRST FRANKLIN: Fitch Places BB+ Rating on Class B-4 Certs.  
-----------------------------------------------------------
First Franklin Mortgage Loan Trust's asset-backed certificates,
series 2005-FFH1, are rated by Fitch Ratings:

-- $415,250,100 classes A-1A, A-1B, A-2A, A-2B, A-2C and R 'AAA';
-- $33,825,000 class M-1 'AA+';
-- $16,775,000 class M-2 'AA';
-- $11,275,000 class M-3 'AA-';
-- $11,000,000 class M-4 'A+';
-- $11,275,000 class M-5 'A';
-- $9,900,000 class M-6 'A-';
-- $10,175,000 class B-1 'BBB+';
-- $9,900,000 class B-2 'BBB';
-- $4,675,000 class B-3 'BBB-';
-- $3,850,000 class B-4 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.50%
total credit enhancement provided by the 6.15% class M-1, the
3.05% class M-2, the 2.05% class M-3, the 2.00% class M-4, the
2.05% class M-5, the 1.80% class M-6, the 1.85% class B-1, the
1.80% class B-2, the 0.85% class B-3, the 0.70% class B-4, and the
2.20% initial overcollateralization.

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 primary servicing capabilities of Wilshire Credit
Corp. (rated 'RPS1-' by Fitch), and Wells Fargo Bank, N.A., as
Trustee.

As of the cut-off date (May 1, 2005), the mortgage loans have an
aggregate balance of $550,000,106.  The weighted average loan rate
is approximately 7.813%.  The weighted average remaining term to
maturity is 359 months.  The average outstanding principal balance
of the mortgage loans is approximately $170,807.  The weighted
average original loan-to-value ratio is 99.96% and the weighted
average Fair, Isaac & Co. score was 662.  The properties are
primarily located in California (19.50%), Florida (7.44%) and
Michigan (6.79%).  The mortgage pool will be divided into two loan
groups.


FLINTKOTE COMPANY: Has Until Aug. 30 to Remove Civil Actions
------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware extended the period within which
The Flintkote Company and Flintkote Mines Limited can file notices
of removal with respect to prepetition civil actions to Aug. 30,
2005.

As reported in the Troubled Company Reporter on Apr. 12, 2005, the
Debtors are defendants in numerous prepetition asbestos-related
personal injury actions, as well as a limited number of other
prepetition actions unrelated to asbestos.

The extension will allow the Debtors to complete their analysis of
whether to remove prepetition actions to the federal courts.  

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.


FLOWSERVE CORP: Moody's Affirms Ba3 Senior Implied Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Flowserve
Corp. but changed its rating outlook to negative, following its
recent comments on the scope and nature of newly identified
material control weaknesses.

Ratings affirmed:

   * Senior implied rating of Ba3;
   * Issuer rating of B1;
   * Ba3 for the senior secured credit facility; and
   * B2 for the 12.25% senior subordinated notes, due 2010.

Moody's said that the rating outlook change reflects heightened
concerns associated with the expanded scope and more pervasive
nature of Flowserve's internal control weaknesses than Moody's
previously anticipated.  In its latest comments on May 26, 2005,
Flowserve identified new material control weaknesses that existed
at the end of 2004, which are suggestive of company-level
deficiencies in a number of important aspects of its internal
control and reporting process.  In Moody's view, these weaknesses,
together with the ongoing restatement of its financial statements
and the pending tax audit, raise concerns over the company's
financial reporting process and may affect the management's
ability to effectively control the business.

On the other hand, Moody's also notes that since some of the
material control weaknesses first became known in 2004, the
company's senior management has taken a proactive and aggressive
approach towards identifying and correcting the issues.  It
appears that the significant time and resources that the company
has invested has led to some progress in the remediation process
in certain areas such as the control environment, internal audit
processes, segregation of duties, fraud prevention, etc.
Nevertheless, the effectiveness of the remediation efforts and
recently implemented control processes will not be known until the
company's auditor completes its testing and validation process
towards the end of this year.

In changing the rating outlook and affirming the existing ratings,
Moody's also considered the seemingly solid operating and
financial performance as indicated by the $210 million of debt
repayment in 2004 and continued favorable bookings and backlog
trends in the first quarter of 2005.  However, Flowserve's
operating and financial performance cannot be fully assessed until
it files its 2004 Form 10-K report, together with its internal
control assessment, during the third quarter of 2005, as it
currently plans to.  Moody's will evaluate the final disclosure of
the internal control assessment and the remediation progress,
together with the business performance and other financial
reporting and management issues, to determine their implications
on the ratings.

Flowserve Corp., headquartered in Dallas, Texas, is one of the
world's leading providers of fluid motion and control products and
services.  Operating in 56 countries, the company produces
engineered and industrial pumps, seals and valves as well as a
range of related flow management services.


FOSTER WHEELER: Securities Begin Trading on Nasdaq Today
--------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWHLF) has received approval from The
Nasdaq Stock Market to begin trading on or about June 3, 2005 on
The Nasdaq National Market.

Three categories of the Company's securities will be listed:

    (1) the Company's Common Shares;

    (2) its Class A Common Stock Purchase Warrants; and

    (3) Class B Common Stock Purchase Warrants.

The Common Shares will trade under the symbol FWLT and the Common
Stock Purchase Warrants will trade under the symbols FWLTA and
FWLTB.  The Company currently trades on the OTC Bulletin Board
under the symbol OTCBB: FWHLF.

"Listing on the Nasdaq represents the realization of another of
Foster Wheeler's corporate goals," said Raymond J. Milchovich,
chairman, president and chief executive officer.  "The listing
provides investors with greater liquidity in trading our shares,
and we believe it may give the Company better access to capital
markets and to the investment community worldwide.  It is another
important milestone in the Company's financial turnaround."

As of May 31, 2005, the Company's:

   -- 44,820,746 Common Shares;
   -- 4,152,914 of its Class A Common Stock Purchase Warrants; and
   -- 40,771,560 of its Class B Common Stock Purchase Warrants

were outstanding.  

The outstanding Class A Warrants are exercisable for 1.6841 Common
Shares per Warrant, or 6,994,059 Common Shares in the aggregate,
and expire on September 24, 2009.  The Class B Warrants are
exercisable for 0.0723 Common Shares per Warrant, or 2,947,233
Common Shares in the aggregate, and expire on September 24, 2007.  
Both the Class A and Class B Warrants are exercisable at $9.378
per Common Share issuable on or after September 24, 2005.  Full
exercise of the Warrants would result in cash proceeds to the
Company of approximately $93.2 million, although there can be no
assurance regarding the amount or timing of exercise of the
Warrants.

                     About the Company

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

At Apr. 1, 2005, Foster Wheeler's balance sheet showed a
$520,488,000 stockholders' deficit, compared to a $525,565,000
deficit at Dec. 31, 2004.


GATE GOURMET: Union Members Reject Wage & Benefits Cut
------------------------------------------------------
Union members working for airline caterer Gate Gourmet voted
overwhelmingly 3,860 to 240 to reject deep cuts in wages and
benefits sought in a final proposal by the company.  Gate Gourmet
threatened stakeholders that the rejection sets the stage for
bankruptcy.  While sympathetic to a distressed catering market
since Sept. 11, 2001, workers viewed the company's demands as
being too severe given the low wages they already earn.  Union
members will determine whether to strike the company's U.S.
kitchens in the event that Gate Gourmet seeks to reject the
union's contract in bankruptcy court.

All this takes place while Gate Gourmet equity owner, Texas
Pacific Group (TPG), continues to invest in high profile
acquisitions.  In May, TPG participated in the $5.1 billion
acquisition of retailer Neiman Marcus.  The recent buying spree by
the $15 billion venture capital firm contrasts sharply with cost
cutting at Gate Gourmet and cements the union's feeling that TPG
has not done enough to support its investment in Gate Gourmet.

The workers rejected over $40 million in annual concessions in the
form of double digit wage cuts, frozen pensions and radical cost
increases for health care.  David Benitez, eleven year cook at
Washington Dulles, retorted "this is outrageous; we work hard
everyday for very little already.  These cuts would have given us
no reason to continue working in this tough airport business
environment." At San Francisco International, Blanca Tejada added,
"I can't afford the proposed cuts.  My landlord won't lower my
rent because Gate Gourmet or TPG need to cut my wage.  Everyone's
worried about Gate Gourmet going bankrupt; I'm worried about
myself, my coworkers and our families going bankrupt!"

Ken Paulsen, Spokesperson for the Joint Labor Council, summed
things up by saying, "It's time for Gate Gourmet to work with its
employees and the union as partners.  We are willing to work with
the company, but our working class members refuse to bear the
entire burden so that TPG can simply sell Gate Gourmet at a higher
premium.  Instead of using bankruptcy laws benefiting the richest
among us, TPG and its limited partners must provide additional
support for their investment in Gate Gourmet."

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.



GLASS GROUP: Wants Open-Ended Extension of Removal Period
---------------------------------------------------------
The Glass Group, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to extend the period within which it may
remove actions pursuant to Sec. 1452 of the Judiciary Procedures
Code and Rules 9006(b) and 9027 of the Federal Rules of Bankruptcy
Procedure.  The Debtor asks the Court to extend the time through
either:

   -- confirmation of a plan of reorganization in its chapter 11
      case, or

   -- conversion of its chapter 11 case to a chapter 7
      liquidation proceeding.

The Debtor has not had adequate opportunity to determine whether
to remove any prepetition actions.  The Debtor has focused its
attention and resources on obtaining Court approval of a debtor-
in-possession financing facility.  The Debtor has also been
working to sell substantially all of its assets.

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


GREAT LAKES: Negative Liquidity Prompts Going Concern Doubt
-----------------------------------------------------------
KPMG, LLP, expressed substantial doubt about Great Lakes Aviation
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 significant losses and
negative liquidity.

During the quarter ended March 31, 2005, the Company was unable to
make the monthly payments due under its outstanding aircraft debt
and lease obligations.  As of March 31, 2005, the Company was in
arrears with respect to almost all of the Company's aircraft debt
and lease obligations.  The Company does not believe that it will
be able to generate sufficient cash flows to satisfy the
outstanding arrearages or regain compliance with the Company's
aircraft debt and lease agreements during the remainder of its
fiscal year 2005.

In the event that the Company is unable to:

    (i) satisfy the outstanding arrearages, negotiate terms for  
        restructuring the arrearages, or obtain alternative debt   
        and lease financing, and

   (ii) make payments on all debt and lease obligations in a
        timely manner,

the Company is at risk that one or more of the Company's debt
obligations will be accelerated, thereby forcing the Company to
either seek legal protection from its creditors or discontinue
operations.

Great Lakes Aviation continues to negotiate with its primary
aircraft debt lender, Raytheon Aircraft Credit Corporation, to
return additional aircraft and further restructure the Company's
debt financing.  Concurrently, the Company is negotiating with
creditors that have provided financing for the Company's Brasilia
aircraft to restructure those debt and lease obligations.

                Raytheon Aircraft Debt Financing

On April 25, 2005, Raytheon notified the Company that due to the
Company's current defaults, it intended to reduce its exposure by
requiring the Company to return five Beechcraft 1900D aircraft to
Raytheon by June 30, 2005.  The five aircraft to be returned may
not include either of the two aircraft the Company leases to
another airline.  Among other things, the notice requested a full
monthly payment by April 29, 2005, the return of all six spare
engines that had been loaned to the Company, the sale of the
Company's owned six spare engines, and the remitting of the
proceeds to Raytheon.  Upon return of the aircraft, Raytheon will
release the Company from all future obligations under the related
financing provided by Raytheon on the aircraft, but not the past
due principal or interest payments.  

                   Boeing Aircraft Leases

On April 27, 2005, Boeing Capital Corporation gave the Company a
notice of default under its lease agreements pursuant to which the
Company leases two Embraer EMB-120ER aircraft, and directed the
Company to pay Boeing, within five days, all amounts currently
owing under those agreements.  The notice stated that failure to
do so would cause Boeing to exercise other rights as it deems
appropriate.  At April 27, 2005, the total amount due under the
leases, including installments and penalty interest, was
$7.6 million.

                    Update on Creditor Talks

Since entering into the Restructuring Agreement with Raytheon in
December 2002, the Company has been in continual negotiations with
Raytheon, its principal aircraft creditor, to recognize changes in
fare levels, competition, and the changing strategies of its code
sharing partners.  Discussions with Raytheon have included
proposed modifications of the schedule of debt payments to reflect
seasonal cash flows and the return of aircraft that have become
surplus to the Company's operations.

The Company continues to negotiate with Raytheon, Boeing, CIT
Group and FINOVA to assure availability of sufficient aircraft and
spare engines and to achieve a restructuring of its obligations
consistent with reasonably expected future cash flows.  The
Company does not know whether it will be successful in such
negotiations or whether the terms of any restructuring will permit
continued operations at the current level.

On April 29, 2005, the Company made a contractual monthly payment
to Raytheon and made payments to Boeing, CIT Group and FINOVA.  
The Company's lease of two Beechcraft 1900D aircraft to another
airline partially achieved the Company's objective of eliminating
a total of five 1900D aircraft from its fleet.  The other airline
has requested the Company to lease it a third 1900D aircraft.
Raytheon's requirement that the Company return five aircraft could
have a significant adverse impact on Great Lakes Aviation's
operations and would require reductions in scheduled operations,
the effect of which is currently being determined.  The Company
has asked Raytheon to accept the return of the two aircraft under
lease, as well as the related leases, as a part of the return
count.

The Company would seek to amend the engine maintenance agreement
to recognize:

    (i) the Company's need to retain a minimum of two spare
        engines, and

   (ii) reductions in cost due to the elimination from the
        maintenance program of engines needing overhauls on
        aircraft returned to Raytheon and the sale of spare
        engines.

As long as the Company remains in default under its basic debt
agreement, or if it does not comply with Raytheon's demand
described above, Raytheon could, among other things, declare all
unpaid principal and interest immediately due and payable and take
possession of all the Beechcraft 1900D aircraft, one Embraer EMB-
120ER aircraft, and other assets of the Company.  Boeing could
terminate the leases on two Embraer EMB-120ER aircraft and take
legal action to recover the past due lease installments and
related interest, as well as the stipulated value of the aircraft.
CIT Group could declare debt obligations due to it from the
Company in default and seek to recover amounts the Company owes by
the sale of the three owned Embraer EMB-120ER aircraft that
collateralize its debt.

                      About the Company

Great Lakes Aviation Ltd. is a regional airline operating as an
independent carrier and as a code share partner with United Air
Lines, Inc. and Frontier Airlines, Inc.  As of May 1, 2005, the
Company is providing scheduled passenger service at 37 airports in
10 states with a fleet of Embraer EMB-120 Brasilias and Beechcraft
1900D regional airliners.  A total of 184 weekday flights are
scheduled at three hubs, with 156 flights at Denver, 10 flights at
Albuquerque, and 10 flights at Phoenix.  All scheduled flights are
operated under the Great Lakes Airlines marketing identity in
conjunction with code-share agreements with United Airlines and
Frontier Airlines at the Denver International Airport hub.

At Mar. 31, 2005, Great Lakes Aviation Ltd.'s balance sheet showed
a $21,615,728 stockholders' deficit, compared to a $19,732,194
deficit at Dec. 31, 2004.


GREYHOUND LINES: Parent Co. Action Cues S&P to Watch Junk Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Greyhound
Lines Inc., including the 'CCC+' corporate credit rating, on
CreditWatch with positive implications.  The rating action follows
Standard & Poor's review of the ratings on Laidlaw International
Inc., Greyhound's parent company, and reflects the likelihood of
rating actions on Greyhound upon completion of refinancing
activities currently under way at Laidlaw.

Laidlaw has launched a tender offer for publicly rated debt at
Greyhound.  If the debt tender is successfully completed,
Greyhound ratings are likely to be withdrawn.  If debt remains
outstanding at Greyhound, Standard & Poor's will reassess its
ratings on Greyhound in light of the proposed easing of
restrictions on Laidlaw's ability to financially support
Greyhound.  In that event, ratings would likely be raised.

"Ratings reflect Greyhound's very weak financial profile and
vulnerability to competitive pressures," said Standard & Poor's
credit analyst Lisa Jenkins.  Greyhound, the nation's largest
intercity bus company, provides service to more than 2,200
destinations, with a fleet of approximately 2,700 buses.  It faces
intense competition from airlines offering low fares, automobile
travel and, in certain markets, trains and lower-cost regional bus
lines.  Management acknowledges the need to improve the financial
performance of the company and has undertaken a number of
initiatives to achieve better results.  These restructuring
efforts should lead to higher margins and a better return on
assets.  However, the magnitude of the improvement may be
constrained by continuing challenging industry conditions,
continuing high fuel prices, and capital requirements.


GRUPO COVARRA: Miguel Ramirez Files Sec. 304 Petition in S.D.N.Y.
-----------------------------------------------------------------
Lic. Miguel Arroyo Ramirez, the liquidator appointed in Gruppo
Covarra S.A. de C.V. and its debtor-affiliates' Mexican insolvency
proceedings, filed a Section 304 petition in the U.S. Bankruptcy
Court for the Southern District of New York on May 27, 2005.  Mr.
Ramirez filed the petition to enjoin creditors, specifically Facis
S.p.A., from commencing or continuing any action or proceeding
against the Debtors' estates, or otherwise disrupting the Debtors'
insolvency case pending in Mexico.

Covarra is currently named as a defendant in an action commenced
by Facis S.p.A. in the United States District Court for the
Southern District of New York as well as a respondent in an
International Chamber of Commerce Arbitration proceeding commenced
by Facis in New York.  Facis initiated both actions and wants:

     (i) a finding that Covarra breached a license agreement with    
         Gruppo Finanzario Tessile S.p.A. -- to which Facis claims
         to be GFT's successor-in-interest - during the pendency
         of Covarra's insolvency proceedings in Mexico;

    (ii) a declaration that Facis validly terminated the License
         Agreement in 2004 while Covarra's insolvency proceedings
         were pending; and

   (iii) a finding that the Liquidator's sale of products
         containing the licensed trademarks during Covarra's
         liquidation constitutes trademark infringement.

Mr. Ramirez says he needs assistance from the U.S. Bankruptcy
Court under Section 304 because:

     (i) a preliminary injunction may be issued against the
         Debtors which would prohibit him from performing his
         obligations under the Mexican Bankruptcy Act, including
         the liquidation of Covarra's estate;

    (ii) Facis' US Actions will be expensive and time consuming
         to defend and Covarra's estate will suffer the depletion
         of finite resources to the detriment of its creditors;

   (iii) Covarra's liquidation proceedings will be delayed, and
         will cause diminution in the value of Covarra's assets;

    (iv) Covarra's estate will be exposed to possible conflicting
         judgments in the United States and Mexico; and

     (v) any proceeding within the United States will disrupt the
         efficient administration of Covarra's insolvency
         proceeding which is being administered in accordance with
         the Mexican Insolvency Act.

Section 304 of the U.S. Bankruptcy Code was specifically designed
to assist foreign representatives in the performance of its
duties.  It provides that a U.S. bankruptcy court, upon the filing
of a petition by a foreign representative, may enjoin the
commencement or continuation of any action against the debtor in a
foreign proceeding or its property, and may order the turnover of
the foreign debtor's property to a foreign representative.

Headquartered in Morelos, Mexico, Gruppo Covarra S.A. de C.V.
designs, manufactures, sells, distributes, imports and exports
men's clothing.  Gruppo Covarra has four subsidiaries, namely,
Fabrica de Casimires Rivetex S.A. de C.V., Confitalia, S.A. de
C.V., Foderami Covarra S.A. de C.V., and Adoc S.A. de C.V.  
Rivetex produced fabric, Foderami produced lining material,
Confitalia manufactured the products, and Adoc provided
administrative services.  Covarra and its debtor-affiliates filed
a petition for relief under the Mexican Insolvency Act on Dec. 26,
2001, after an unsuccessful attempt to restructure its debt
obligations.  As of Dec. 26, 2001, the Debtors estimated total
assets of more than $10 million with 1,000 registered creditors
holding $42 million of claims.

On March 23, 2004, the Federal District Court for the Fourth
District of Morelos, Mexico, converted Covarra's case to a
liquidation proceeding.  Following this conversion, the Federal
Insolvency Institute appointed Lic. Miguel Arroyo Ramirez as
Covarra's liquidator, which was later ratified by the Mexican
Federal District Court.

Mr. Ramirez, in his capacity as the Debtors' liquidator, filed a
Sec. 304 petition on May 27, 2005 (Bankr. S.D.N.Y. Case No. 05-
13925).  Lynn P. Harrison, III, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle, LLP, represents Mr. Ramirez.  As of the Sec. 304
petition date, the Debtors estimated between $10 million to
$50 million in total assets and debts.


GS MORTGAGE: S&P Places Low-B Ratings on $90 Million Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GS Mortgage Securities Corp. II's $4 billion commercial
mortgage pass-through certificates series 2005-GG4.

The preliminary ratings are based on information as of June 1,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

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

    (2) the liquidity provided by the fiscal agent,

    (3) the economics of the underlying loans, and

    (4) the geographic and property type diversity of the loans.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.47x, a beginning
LTV of 99.5%, and an ending LTV of 90.9%.

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

                  GS Mortgage Securities Corp. II
     
              Class     Rating               Amount
              -----     ------               ------
              A-1       AAA              200,000,000
              A-2       AAA              485,183,000
              A-3       AAA              320,238,000
              A-AB      AAA              247,434,000
              A-4       AAA            1,962,662,000
              A-J       AAA              301,455,000
              B         AA                65,316,000
              C         AA-               35,169,000
              D         A                 75,364,000
              E         A-                40,194,000
              F         BBB+              55,267,000
              G         BBB               45,218,000
              H         BBB-              40,194,000
              J         BB+               20,097,000
              K         BB                20,097,000
              L         BB-               20,097,000
              M         B+                10,048,000
              N         B                 10,049,000
              O         B-                10,048,000
              P         N.R.              55,267,486
              X-P*      AAA                      TBD
              X-C*      AAA            4,019,397,486
   
           * Interest-only class with a notional dollar amount.
                           N.R.- Not rated.
                        TBD-to be determined.


H. EDWARD SHERMAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: H. Edward Sherman
        1430 Annunciation Street, Apartment 5407
        New Orleans, Louisiana 70130

Bankruptcy Case No.: 05-14598

Chapter 11 Petition Date: June 2, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Dennis M. LaBorde, Esq.
                  Baldwin & Haspel
                  1100 Poydras Street, Suite 2200
                  New Orleans, Louisiana 70163-2200

Total Assets: $4,331,886

Total Debts:  $1,609,500

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Whitney National Bank         Loan                      $398,000
P.O. Box 95480
New Orleans, LA 70195-5480

Whitney National Bank         Loan                      $250,000
P.O. Box 61750
New Orleans, LA 70161-1750

Internal Revenue Service      Taxes owed to IRS         $161,088
Memphis, LA 37501-0030

Isabel S. Sherman             Judgment: Community       $130,000
                              Prop. Agreement

Internal Revenue Service      Taxes owed to IRS         $126,542

Louisiana Dept. of Revenue    Taxes owed to State        $95,604

Harrah's Casino               Gambling debts             $74,000

MBNA America                  Credit card purchases      $55,534

H. Edward Sherman Unincorp.   Pension plan cash          $50,000
                              Distribution

Washington Mutual             Loan                       $47,045

General American Life                                    $42,141

Citi Advantage                Credit card purchases      $32,481

Citit Platinum Select         Credit card purchases      $30,716
Aadvanta

American Express              Credit card purchases      $22,121
         
Louisiana Dept. of Revenue    Taxes owed to State        $16,184

Sears Gold Mastercard         Credit card purchases      $16,132

Internal Revenue Service      Withdrawal from            $16,000
                              pension plan

Internal Revenue Service      Taxes owed to IRS          $15,000

Chase/Bank One                Credit card purchases      $12,618

Whitney National Bank         Credit card purchases       $9,128


HAPPY KIDS: Wants Until September 30 to Decide on Leases
--------------------------------------------------------
Happy Kids Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend the time
within which the Debtors must assume, assume and assign or reject
unexpired leases of nonresidential real property, to September 30,
2005.

The Debtors' chapter 11 cases are large and complex.  Also, the
leased premises are essential to the Debtors operations because
the leases include their headquarters, showroom and warehouse.  
The landlords will not be prejudiced by the extension since they
are current on their post-petition obligations.

The Debtors have not been able to review the leases because they
were involved in many matters including securing postpetition
financing, retention of professionals, filing schedules and other
day-to-day business affairs.

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


HAWAIIAN AIRLINES: Exits Chapter 11 with $60 Mil. of New Financing
------------------------------------------------------------------
Hawaiian Airlines, Inc., the wholly owned subsidiary of Hawaiian
Holdings, Inc (Amex: HA; PCX) emerged from chapter 11 protection
yesterday, June 2, 2005.

The financing necessary to emerge from bankruptcy includes a
$60 million bridge financing in the form of a newly issued series
of the Company's subordinated convertible notes which will be
purchased by RC Aviation pursuant to its August 2004 backstop
financing commitment.  The Company currently intends to prepay the
Notes out of the proceeds of a rights offering available to all
holders of the Common Stock, as soon as practicable after Hawaiian
emerges from bankruptcy.  The Company will have the right to
prepay the Notes at any time prior to the 12-month anniversary in
whole or in part at 105% of par, through a rights offering or
otherwise.

The Notes will pay interest at 5% per year (payable at the
Company's option in cash or in kind) and will be convertible,
beginning on the 12th month anniversary of the date of issuance
into common stock at an initial conversion rate of $4.35 per
share.  In accordance with applicable stock exchange listing
standards, a portion of the Notes will not be convertible into
common stock unless shareholder approval is obtained.

A special committee consisting of independent members of the board
of directors, received opinions from two investment banking firms
that the terms of the Notes and related warrants are fair to the
holders of the Common Stock (other than RC Aviation and its
members), from a financial point of view.  The Company currently
anticipates that the remainder of the financing necessary to
emerge from bankruptcy will consist of a $50 million secured
credit facility with Wells Fargo Foothill comprised of a
$25 million secured revolving line of credit, subject to a
borrowing base formula, and a $25 million term loan and a $25
million Term B Loan from another lender, which will be secured,
but junior to the Wells Fargo Credit Facility.

"I wish to thank the many individuals who have worked so hard to
reach this most important milestone," Lawrence S. Hershfield,
Chairman of the Board of Hawaiian Holdings, said.  "Hawaiian
Airlines can now move forward without the costs and burdens of
bankruptcy, well-positioned to take advantage of opportunities as
they arise."

On emergence the authorities of Joshua Gotbaum, the Chapter 11
trustee, will cease and Mark Dunkerley, Hawaiian's President &
Chief Operating Officer, will become Chief Executive Officer.  Mr.
Gotbaum said, "Hawaiian Airlines is emerging from bankruptcy a
stronger, better airline under the leadership of Mark Dunkerley
and a first-rate management team."

The components of the financing replace the financing originally
contemplated, which would have included a $100 million issuance of
the Company's Convertible Senior Notes.  In the past several weeks
market conditions have made the terms under which such financing
could be consummated unattractive to the Company.

Hawaiian Airlines, Inc. -- http://www.HawaiianAir.com/-- is a    
subsidiary of Hawaiian Holdings, Inc. (AMEX and PCX: HA).  Since
the appointment of a bankruptcy trustee in May 2003, Hawaiian
Holdings has had no responsibility for the management of Hawaiian
Airlines and has had limited access to information concerning the
airline.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court formally
confirmed the Debtor's plan on May 23, 2005.


HAWAIIAN AIRLINES: Inks Settlement Pact with Renaissance Cruises
----------------------------------------------------------------
Joshua Gotbaum, the chapter 11 Trustee for Hawaiian Airlines,
Inc., asks the U.S. Bankruptcy Court for the District of Hawaii to
approve a settlement agreement with Gary M. Freedman, Esq., the
liquidating trustee of the Renaissance Cruises Inc. Liquidating
Trust.

In August 2003, Mr. Freedman filed a $1,212,964 claim against
Hawaiian Airlines.  On March 4, 2005, the Bankruptcy Court
disallowed part of Mr. Freedman's claim.  The liquidating trustee
appealed to the U.S. District Court for the District of Hawaii
[Case No. 05-00208], asking the higher court to review the
Bankruptcy Court's decision.  

The parties then engaged in settlement discussions.  As a result,
the parties agree that:

     * Hawaiian Airlines will pay RCI $90,000 five days after the
       settlement agreement becomes effective;

     * the liquidation trustee will dismiss the appeal pending in
       the District Court; and

     * they will execute mutual releases.

Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at Carlsmith
Ball LLP, Bruce Bennett, Esq., Sidney P. Levinson, Esq., John L.
Jones, II, Esq., at Hennigan, Bennett & Dorman LLP, represent Mr.
Gotbaum.

Gary M. Freedman, Esq., is connected with Tabas, Freedman, Soloff
& Miller, P.A., in Miami, Florida.

On March 21, 2003, Hawaiian Airlines, Inc., filed a voluntary
petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Hawaii (Case No. 03-00827).  Joshua Gotbaum serves as the chapter
11 trustee for Hawaiian Airlines, Inc.  Mr. Gotbaum is represented
by Tom E. Roesser, Esq., and Katherine G. Leonard, Esq., at
Carlsmith Ball LLP and Bruce Bennett, Esq., Sidney P. Levinson,
Esq., Joshua D. Morse, Esq., and John L. Jones, II, Esq., at
Hennigan, Bennett & Dorman LLP.  The Bankruptcy Court formally
confirmed the Debtor's plan on May 23, 2005.  The Plan became
effective on June 2, 2005.


HAYES LEMMERZ: Will Discuss First Quarter Financials on June 8
--------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) reported that it
will host a telephone conference call to discuss the Company's
fiscal year 2005 first quarter financial results on Wednesday,
June 8, 2005, at 9:30 a.m. (ET).

To participate by phone, please dial 10 minutes prior to the call:

      (800) 399-3882 from the United States and Canada
      (706) 634-4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz earnings
conference call, Conference ID# 6313982.

The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's Web site,
in the Investor Kit presentations section at:

   http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 11:00 a.m. (ET),
June 8, 2005 until 11:59 p.m. (ET), June 15, 2005, by calling
(800) 642-1687 (within the United States and Canada) or (706)
645-9291 (for international calls).  Please refer to Conference
ID#6313982.

An audio replay of the call is expected to be available on the
Company's Web site beginning 48 hours after completion of the
call.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2005,
Moody's Investors Service assigned a B2 rating for HLI Operating
Company, Inc.'s proposed $150 million guaranteed senior secured
second-lien term loan facility.  HLI Opco is an indirect
subsidiary of Hayes Lemmerz International, Inc.  The rating
outlook remains stable.

While the company has reaffirmed its earning guidance and the
senior implied and guaranteed senior secured first-lien facility
ratings remain unchanged at B1, Moody's determined that widening
of the downward notching of HLI Opco's guaranteed senior unsecured
notes was necessary to reflect additional layering of the
company's debt.  The senior unsecured notes are effectively
subordinated to the proposed new senior secured second-lien term
facility, and approximately $75 million of higher-priority debt
will be added to the capital structure.

These specific rating actions were taken by Moody's:

   * Assignment of a B2 rating for HLI Operating Company, Inc.'s
     proposed $150 million guaranteed senior secured second-lien
     credit term loan C due June 2010;

   * Downgrade to B3, from B2, of the rating for HLI Operating
     Company, Inc.'s $162.5 million remaining balance of 10.5%
     guaranteed senior unsecured notes maturing June 2010 (the
     original issue amount of $250 million was reduced as a result
     of an equity clawback executed in conjunction with Hayes
     Lemmerz's February 2004 initial public equity offering);

   * Affirmation of the B1 ratings for HLI Operating Company,
     Inc.'s approximately $527 million of remaining guaranteed
     senior secured first-lien credit facilities, consisting of:

   * $100 million revolving credit facility due June 2008;

   * $450 million ($427.3 million remaining) bank term loan B
     facility due June 2009 (which term loan is still expected to
     be partially prepaid through application of about half of the
     net proceeds of the proposed incremental debt issuance);

   * Affirmation of the B1 senior implied rating;

   * Downgrade to Caa1, from B3, of the senior unsecured issuer
     rating (which rating does not presume the existence of
     subsidiary guarantees).


HOLLINGER INC: Has Until Month-End to Settle SEC Action
-------------------------------------------------------
As part of its settlement discussions with staff of the U.S.
Securities and Exchange Commission relating to the action
commenced by the SEC against Hollinger Inc. (TSX:HLG.C)(HLG.PR.B)
and certain of its former directors and senior executives,
Hollinger voluntarily entered into an arrangement whereby it
deposited the net amount received by it directly and indirectly
from the special dividends declared by the Board of Directors of
Hollinger International on its common stock.  The escrow will now
terminate upon the earlier to occur of the conclusion of the SEC
Action as to all parties and, should Hollinger be unable to reach
an overall settlement of the SEC Action, June 30, 2005.  If
termination of the arrangement occurs, staff of the SEC will have
a reasonable opportunity to assert any rights it may have with
respect to the escrowed funds.

On May 31, 2005, Ravelston and Argus vacated the premises occupied
by them and related companies in Hollinger's head office building
located at 10 Toronto Street, Toronto as required pursuant to a
formal notice issued by Hollinger.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/  

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Majority Shareholders Under Receivership & CCAA
--------------------------------------------------------------
As previously reported, Justice James Farley of the Ontario
Superior Court of Justice issued two orders on April 20, 2005, by
which the indirect parent company of Hollinger Inc.
(TSX:HLG.C)(HLG.PR.B), The Ravelston Corporation Limited, and
Ravelston Management Inc. were:

     (i) placed in receivership pursuant to the Courts of Justice
         Act (Ontario); and

    (ii) granted protection pursuant to the Companies' Creditors
         Arrangement Act (Canada) and the Bankruptcy and
         Insolvency Act (Canada).

At that time, RSM Richter Inc. was appointed receiver of all of
the assets of Ravelston and RMI except for certain shares held
directly or indirectly by them, including shares of Hollinger and
RMI.

On May 18, 2005, Mr. Justice Farley further ordered that the
Receivership Order and the CCAA Order each applied to Argus
Corporation Limited and five of its subsidiary companies, which
collectively own, directly or indirectly, 61.8% of the outstanding
retractable common shares of Hollinger.  In addition, Mr. Justice
Farley extended to July 20, 2005 the stay of proceedings against
Ravelston and RMI that he had granted on April 20, 2005 with the
exception of the action brought by Hollinger International Inc.
against Hollinger, Ravelston, RMI and others in the U.S. District
Court for the Northern District of Illinois.

Further, Mr. Justice Farley approved the agreement between
Hollinger International and the Receiver pursuant to which
Hollinger International altered its poison pill to exempt the
Receiver from its provisions by making it an "exempt stockholder",
the effect of which was to allow the Receiver to take control of
the Excluded Shares.  The agreement further provided that
Hollinger International would not object to the sale by the
Receiver of an unspecified number of retractable common shares of
Hollinger in order to pay for the costs of the receivership.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/  

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


HOLLINGER INC: Wants Lord Conrad Black Cited for Contempt
---------------------------------------------------------
Hollinger Inc. (TSX:HLG.C)(HLG.PR.B) and another party each filed
motions on May 25, 2005, for an Order of the Ontario Superior
Court of Justice for the return by Conrad (Lord) Black of a number
of boxes that were removed from the head office of Hollinger at 10
Toronto Street, Toronto on May 20, 2005.  Boxes have since been
delivered to Ernst & Young, Inc., the court-appointed inspector of
Hollinger, pursuant to an Order of Mr. Justice Colin L. Campbell.  
Motions have also been filed for an Order that Lord Black be cited
for contempt of an Order of Mr. Justice Campbell prohibiting the
removal of documents from that building without receiving the
permission of the Inspector.  The contempt motions have not yet
been heard.

In April 2005, Catalyst Fund General Partner I Inc. filed an
application in the Ontario Superior Court of Justice for certain
relief, including the removal of all of the directors of
Hollinger.  That motion has not yet been heard.  The motion
brought by the independent directors of Hollinger seeking the
removal of Peter G. White as a director and officer of Hollinger
is scheduled to be held before Mr. Justice Campbell on June 6,
2005.

Hollinger Inc.'s principal asset is its 17% equity and 66.8%
voting interest in Hollinger International Inc., which is a
newspaper publisher, the assets of which include the Chicago Sun-
Times, a large number of community newspapers in the Chicago area
and a portfolio of news media investments.  Hollinger also owns a
portfolio of revenue-producing and other commercial real estate in
Canada, including its head office building located at 10 Toronto
Street, Toronto.  For more information on the company, access
http://www.hollinger.com/  

                         *     *     *

                        Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) consolidated class action complaint filed in Chicago,
       Illinois;

   (2) class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) US$425,000,000 fraud and damage suit filed in the State of
       Illinois by International;

   (4) lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction.

   (5) lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) US$5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor.

   (7) action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief.

   (8) investigation by the enforcement division of the OSC.

                    Court-Ordered Inspection

On September 3, 2004, Mr. Justice Colin Campbell of the Ontario
Superior Court of Justice ordered the appointment of an Inspector
of the affairs of Hollinger pursuant to section 229 of the CBCA
upon the application of Catalyst Fund General Partner I Inc.  The
Order broadly requires an investigation into the affairs of
Hollinger and, specifically, into related party transaction and
non-competition payments for the period January 1, 1997 to the
present.  It is estimated that the Inspector's future costs will
average $1,000,000 per month.  The remaining duration of the
Inspection is uncertain though it is presently anticipated to
continue for at least an additional 4 months.

                        Litigation Costs

Hollinger has incurred legal expense in the defence of various
actions brought against it and others in both the United States
and Canada.  Hollinger has in turn advanced a claim against its
directors' and officers' liability insurers asserting that, under
the terms and conditions of the policy of insurance, these
insurers are required to indemnify Hollinger in respect of this
legal expense incurred in connection with some of the actions
brought against Hollinger.  The claims made total approximately
$3,700,000.  However, the actual amount of recovery is not
determinable at the present time.

                            Default

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Hollinger is in default under the terms of the indentures
governing Hollinger's US$78 million principal amount of 11.875%
Senior Secured Notes due 2011 and US$15 million 11.875% Second
Priority Secured Notes due 2011 due to Ontario Superior Court of
Justice's appointment of RSM Richter Inc. as receiver of all of
The Ravelston Corporation Limited's and Ravelston Management
Inc.'s assets (except for certain shares held directly or
indirectly by them, including shares of Hollinger Inc. and RMI).


INSIGHT COMMS: Affiliate Downgrade Cues S&P to Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New York
City, New York-based cable TV operators Insight Communications Co.
Inc.  The corporate credit rating and senior unsecured debt
ratings were both lowered to 'CCC+' from 'B-'.  The outlook is
negative.  Insight is a 50% owner of Insight Midwest LP, a cable
partnership with Comcast Corp.'s Comcast Cable Holdings LLC
subsidiary.

"This rating action reflects Standard & Poor's downgrade of
Insight Midwest L.P.'s corporate credit rating to 'BB-' from
'BB'," said Standard & Poor's credit analyst Catherine Cosentino.

The corporate credit rating for Insight is four notches below
Insight Midwest, to reflect its very junior position relative to
other obligations at Insight Midwest.  Insight has very limited
assets, consisting of its 50% stake in Insight Midwest, coupled
with its own cash balances ($30 million at March 31, 2005), and
its $100 million noncash pay loan to Insight Midwest, which
accretes at 9% annually, and is currently approximately $130
million.  Insight Midwest has about $2.5 billion of debt that
would have to be repaid if the company is spit up under terms of
its partnership agreement.  Thus, ultimate repayment of the $350
million principal amount at maturity (2011) of the company's
12.25% senior discount notes in large part depends on refinancing
or asset sales by Insight Midwest, subject to mandatory bank loan
repayment requirements for asset dispositions.


INSIGHT MIDWEST: Heightened Business Risk Cues S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings of New York
City, New York-based cable TV operator Insight Midwest L.P.,
including the corporate credit rating on Insight Midwest, which
was downgraded to 'BB-' from 'BB'.  The corporate credit rating
and senior unsecured debt rating on 50% owner Insight
Communications Co. Inc. were both also lowered to 'CCC+' from
'B-'.

The only assets Insight has are its 50% share of Insight Midwest,
cash of $30 million on its own as of March 31, 2005, and a $100
million non-cash pay loan to Insight Midwest, which accretes at 9%
annually, and is currently approximately $130 million.  Standard &
Poor's outlooks on Insight Communications and Insight Midwest are
negative.

"The downgrade on Insight Midwest reflects the heightened business
risk experienced by the company over the past year to 15 months,
as exemplified by its continued loss of basic subscribers, largely
because of competitive factors that are not expected to abate over
the next few years," said Standard & Poor's credit analyst
Catherine Cosentino.

Moreover, the company has had very limited success in deploying
and managing telephony operations under a previous partnership
with Comcast that was dissolved in late 2004.  Therefore, Insight
Midwest's ability to aggressively increase this business on its
own in 2005 and beyond is highly uncertain.  With telephony
currently available in only four of the company's 14 markets, this
service is not expected to provide a meaningful contribution to
Insight Midwest's overall revenue and/or operating cash flow
levels in 2005, providing the incumbent local exchange carriers
the opportunity to effectively promote their own "triple-play"
product.


INTEGRATED HEALTH: Court Extends Objection Deadline to Sept. 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware Approved
the request of IHS Liquidating, LLC, as successor to Integrated
Health Services, Inc., and certain of its direct and indirect
subsidiaries, to extend the deadline to file objections to all
administrative and other proofs of claim in the Debtors' Chapter
11 cases though and including September 6, 2005, without prejudice
to its right to seek additional extensions.

IHS Liquidating will have much time to effectively evaluate all
claims, prepare and file additional objections to claims and,
where possible, attempt to consensually resolve disputed claims.

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)


INTERLIANT INC: Wants Entry of Final Decree Postponed to Sept. 17
-----------------------------------------------------------------
The Post Effective Date Creditors' Committee of I Successor
Corp., the successor-in-interest to Interliant, Inc., and its
debtor-affiliates, pursuant to the Debtor's Third Amended Plan of
Liquidation, asks the U.S. Bankruptcy Court for the Southern
District of New York to delay entry of a final decree in its
chapter 11 case to Sept. 17, 2005.

Adam H. Friedman, Esq., at Traub Bonacquist & Fox LLP, in
Manhattan, tells the Court that while the claims administration
process is substantially complete, and all preference actions have
been settled or dismissed, the Committee's litigation against
certain former insiders continues.  Additionally, other unrelated
litigation could arise.  Thus, a further extension of the Final
Decree deadlines is required.

Headquartered in Purchase, New York, Interliant, Inc., is a
provider of Web site and application hosting, consulting services,
and programming and hardware design to support the information
technologies infrastructure of its customers.  The Company and its
debtor-affiliates filed for chapter 11 protection on August 5,
2002 (Bankr. S.D.N.Y. Case No. 02-23150).  Cathy Hershcopf, Esq.,
and James A. Beldner, Esq., at Kronish Lieb Weiner & Hellman, LLP,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$69,785,979 in assets and $151,121,417 in debts.  The Court
confirmed the Debtors' Third Amended Plan of Liquidation on
March 12, 2004, allowing the Debtors to emerge from bankruptcy on
Sept. 30, 2004.


KEY ENERGY: Has Until July 31 to Deliver 2003 Financial Statements
------------------------------------------------------------------
Key Energy Services, Inc.'s (Pink Sheets: KEGS) lenders under its
senior secured credit facility have amended the terms of the
facility to provide additional waivers of the information delivery
covenants in the facility.  The Company also received a commitment
to provide $550 million in loan facilities in the event it elects
to refinance its existing bank debt or senior notes.

                       Bank Lender Waiver

The lenders under the senior secured credit facility have extended
to July 31, 2005, the date by which the Company must deliver
audited financial statements for 2003.  The lenders also agreed to
extend until October 31, 2005 the date by which the Company must
deliver quarterly financial statements and audited financial
statements for 2004 and to extend until December 31, 2005 the date
by which the Company must deliver quarterly financial statements
for the first three quarters of 2005.  Accordingly, the Company
continues to be able to borrow under the revolving credit facility
and to obtain letters of credit.

The Company currently has outstanding borrowings of $48 million
and outstanding letters of credit of $82.1 million.  In addition,
as of May 27, 2005, the Company had cash and short term
investments of approximately $121 million.  The Company believes
that it has adequate cash flow and liquidity to fund its current
activities.  The terms of the amendment are otherwise similar to
those set forth in the prior amendments announced on April 7,
2004, September 2, 2004, December 20, 2004, March 31, 2005 and
April 29, 2005.  The Company will pay waiver fees of approximately
$375,000 to the lenders and an administrative fee to the
administrative agent in consideration of the amendment.

The Company is in discussions with its equipment lessors in order
to seek similar waivers.  As previously disclosed, one equipment
lessor has declined to grant another waiver and the outstanding
balance of $8.2 million owed to such lessor will be paid off or
refinanced with a new lessor.

                 Back-Stop Financing Commitment

The Company announced that it has received a commitment from
Lehman Brothers Inc. and Lehman Commercial Paper, Inc. for up to
$550 million of financing in the event the Company elects or is
required to refinance any or all of its senior secured credit
facility, its 6.375% Senior Notes due 2013 or its 8.375% Senior
Notes due 2008.  The Back-Stop Facilities include a seven-year
$400 million Term Loan Facility, a pre-funded five-year $85
million Letter of Credit Facility and a five-year $65 million
Revolving Credit Facility (including a $25 million sub-facility
for additional letters of credit).  In the event the Company draws
upon the Back- Stop Facilities, the Company anticipates that the
interest rate on the Back- Stop Facilities will be slightly higher
than the interest rates on its existing senior secured credit
facility.  Additionally, the Company will pay commitment fees and
in the event funding occurs, the Company will pay a funding fee
based on the amount funded.  Loans under the facilities will be
guaranteed by the Company's material, domestic subsidiaries and
will be secured by liens on substantially all of the assets of the
Company and its domestic subsidiaries.  The commitment for the
Back-Stop Facilities will expire on December 31, 2005.

Commenting on the waivers, Dick Alario, Chairman and CEO stated,
"We continue to appreciate the support we have received from the
lenders under our senior secured credit facility. These new
waivers give us additional time to complete our restatement
process and the 2004 and 2005 financial statements."

Mr. Alario continued, "We are very pleased to have received the
commitment for the Back-Stop Facilities from Lehman Brothers as we
believe this commitment provides the Company with additional
flexibility and liquidity."

                      About the Company

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services.  The Company has operations in all major
onshore oil and gas producing regions of the continental United
States and internationally in Argentina and Egypt.

                          *     *     *

As reported in the Troubled Company Reporter on April 1, 2005, the  
Company obtained a waiver from the lenders under its revolving
credit facility:

  (x) extending to April 30, 2005, the date by which the Company  
      must deliver audited financial statements for 2003,  

  (y) extending until June 30, 2005, the date by which the Company  
      must deliver quarterly financial statements and audited  
      financial statements for 2004, and  

  (z) extending until August 31, 2005, the date by which the  
      Company must deliver quarterly financial statements for the  
      quarters ended March 31, 2005, and June 30, 2005.  

In late-March, the company said last week that it was talking to a
representative of the bondholders for a waiver of the financial
reporting delay.  The Company has not said whether it obtained a
waiver from that representative.  The company has two public bond
issues outstanding:  

     * $150,000,000 of 6-3/8% Senior Notes due May 1, 2013; and  
     * $275,000,000 of 8-3/4% Senior Notes due March 1, 2008.  

The Company also said it received waivers from three of its
primary equipment lessors.


LAIDLAW INT'L: Good Credit Profile Prompts S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Laidlaw International Inc. to 'BBB-' from 'BB' and
removed the rating from CreditWatch, where it was placed with
positive implications on Dec. 7, 2004.  The senior secured and
senior unsecured debt ratings remain on CreditWatch with positive
implications.  Standard & Poor's expects to withdraw these ratings
upon completion of refinancing activities currently under way,
which should lead to the repayment of the outstanding rated debt.

At the same time, ratings on Greyhound Lines Inc. were placed on
CreditWatch with positive implications.  These ratings are also
likely to be withdrawn upon completion of refinancing activities.
In addition, Standard & Poor's assigned a 'BBB-' rating to
Laidlaw's proposed new unsecured five-year credit facility,
consisting of a $300 million revolving credit facility and a $300
million term loan A.

"The upgrade reflects Laidlaw's improved credit profile following
the sale of its health care businesses earlier this year and
subsequent use of proceeds to repay debt," said Standard & Poor's
credit Lisa Jenkins.  Laidlaw received $775 million of net cash
proceeds from the sale of these businesses in February 2005 and
used $573 million of the proceeds to repay existing bank debt. It
also used $84 million to purchase shares of company stock
previously held by US Trust for the benefit of the Greyhound U.S.
pension plans.

Laidlaw is in the process of refinancing its remaining debt to
lower interest costs, smooth its repayment schedule, and improve
its ability to prepay debt in the future.  Pro forma for the
already achieved debt reduction and planned refinancing
activities, debt to capital is about 30% and funds from operations
to debt is in the mid-50% area.  Both measures are adjusted for
operating lease commitments.  Ratings assume that Laidlaw will
maintain its more conservative capital structure and continue to
focus on operational improvement.  Current ratings assume that
debt to capital will remain in the 25%-35% area and FFO to debt
will remain in the 45%-60% area.

Laidlaw's strengthened financial risk profile helps offset
operating challenges it faces in its various businesses.  Laidlaw
emerged from Chapter 11 bankruptcy protection in June 2003.  Since
that time, management has focused on improving the operating
efficiency of the company's various businesses and on identifying
and developing those business areas with higher profit potential.
The sale of the health care businesses was consistent with these
goals.

With the sale, Laidlaw's operations now consist of:

    (1) school bus transportation in North America (49% of pro
        forma fiscal 2004 revenues; fiscal year ended Aug. 31,
        2004);

    (2) municipal and paratransit bus transportation in the U.S.
        (10%); and

    (3) Greyhound Lines Inc. (CCC+/Watch Pos./--), an intercity
        bus transportation provider in North America (41%).

Ratings assume that management will remain focused on improving
the performance of existing businesses and on sustaining the
improvement in the financial profile.  If the operating
performance improves more than is currently expected, the outlook
could be revised to positive, although this is considered unlikely
in the near term.  Conversely, a deterioration in the financial
profile as a result of renewed operating pressures, greater-than-
expected investment expenditures, or shareholder rewards could
lead to a negative outlook.


MANSFIELD TRUST: Moody's Affirms Class E & F Certs. at Ba2 & B2
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of five classes of Mansfield Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-1 as:

   -- Class A-1, $47,969,231, Fixed, affirmed at Aaa
   -- Class A-2, $111,665,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $7,294,000, Fixed, upgraded to Aaa from Aa2
   -- Class C, $6,630,000 Fixed, upgraded to Aa2 from A2
   -- Class D, $7,957,000, Fixed, upgraded to Baa1 from Baa2
   -- Class E, $3,978,000, Fixed, affirmed at Ba2
   -- Class F, $3,316,000, Fixed, affirmed at B2

As of the May 16, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 27.1% to
$193.5 million from $265.2 million at securitization.  The
Certificates are collateralized by 71 seasoned mortgage loans
originated by Sun Life Assurance Company of Canada.  The loans
range in size from less than 1.0% to 3.3% of the pool with the top
ten loans representing 29.0% of the pool.  Seven loans,
representing 7.0% of the pool, have defeased and been replaced
with Canadian Government securities.  To date, the trust has not
experienced any losses.  There are no loans in special servicing
or on the master servicer's watchlist.

Moody's was provided with partial or full year 2003 operating
results for 77.6% of the pool.  Calendar year 2004 operating
results were provided for a small percentage of the pool.  Moody's
loan to value ratio is 60.7%, compared to 68.2% at securitization.
The upgrade of Classes B, C and D is due to increased
subordination levels and stable pool performance.  Based on
Moody's analysis, there are no loans with a LTV higher than
100.0%, compared to 2.2% at securitization.

The top three loans represent 9.3% of the outstanding pool
balance.  The largest loan is the 1995 Markham Road Loan
($6.0 million -- 3.3%), which is secured by a 229,000 square foot
industrial property located in Scarborough, Ontario.  The loan has
amortized by 7.8%.  The property is currently 100.0% occupied, the
same as at securitization, although its net operating income has
declined significantly.  This decline has been largely offset by
amortization.  Moody's LTV is 64.6%, compared to 61.1% at
securitization.

The second largest loan is the 1240-1250 Marine Drive Loan
($5.5 million -- 3.0%), which is secured by a 77,700 square feet
retail center located in North Vancouver, British Columbia.  The
loan has amortized by 11.1%.  Performance has been stable since
securitization.  The property is 97.8% occupied, essentially the
same as at securitization.  Moody's LTV is 51.9%, compared to
64.9% at securitization.

The third largest loan is the 925 Ontario Street Loan
($5.4 million -- 3.0%), which is secured by a 155,100 square foot
retail center located in Stratford, Ontario.  The loan has
amortized by 11.6%.  The property is 100.0% occupied, compared to
97.0% at securitization.  Moody's LTV is 72.2%, compared to 77.0%
at securitization.

The pool's collateral is a mix of:

   * industrial and self storage (38.8%),
   * retail (33.5%),
   * office (16.2%),
   * Canadian Government securities (7.0%) and
   * multifamily (4.5%).

The collateral properties are located in seven provinces.  The
highest concentrations are:

   * Ontario (51.6%),
   * British Columbia (18.3%),
   * Alberta (13.7%),
   * Quebec (9.3%), and
   * Manitoba (4.8%).

All of the loans are fixed rate.


MERIDIAN AUTOMOTIVE: Steuben Wants Adequate Assurance of Payment
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 5,
2005, Judge Walrath issued a Bridge Order prohibiting all Utility
Companies from discontinuing, altering or refusing service to
Meridian Automotive Systems, Inc., and its debtor-affiliates on
account of any unpaid prepetition charges, or discriminating
against the Debtors, or requiring payment of a deposit or receipt
of any other security for continued service as a result of the
Debtors' bankruptcy filing or any outstanding prepetition
invoices.

                         Steuben Objects

Steuben County REMC informs the Court that the Debtors still owe
it $47,926 for almost two months of unpaid, prepetition amounts.
The amount also represents 12% of Steuben's safety net out of a
$400,000 budgeted margin for the entire year.

Steuben asks the Court to compel the Debtors to provide adequate
assurance in the form of a $50,704 security deposit, based on the
highest two months of Steuben's service in accordance with the
Indiana State utility regulations that have been adopted by
Steuben and its members, as the framework for their billing and
collection activity.

John D. Demmy, Esq., at Stevens & Lee, in Wilmington, Delaware,
maintains that absent the security deposit, Steuben's loan
facility, as well as its overall financial stability, will be
imperiled.

"Based on the Debtors' anticipated utility consumption in this
case, the minimum period of time the Debtors could receive
service from Steuben before termination of service for non-
payment of bills is approximately two months," Mr. Demmy notes.
Thus, the security deposit is reasonable.

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: Trustee Complains About Mercer's Engagement
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 18,
2005, Meridian Automotive Systems, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Mercer Human Resource Consulting, Inc., as
human resources consultants, nunc pro tunc to April 26, 2005.

The Debtors selected Mercer based on its experience in providing
advice and analysis with respect to a variety of employment-
related issues.  Mercer is one of the leading executive
compensation consulting firms, specializing in, among other
things, the analysis of compensation programs to attract, retain,
motivate and reward key executives, employees and directors.

Richard E. Newsted, President of Meridian Automotive Systems,
Inc., relates that Mercer is familiar with the Debtors'
compensation and incentive programs.  Since the Petition Date,
Mercer's professionals have worked closely with the Debtors'
senior management, financial staff, and other professionals, and
have become well acquainted with the Debtors' compensation and
incentive programs.

                        U.S. Trustee Objects

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
objects to the Debtors' employment of Mercer Human Resource
Consulting, Inc., because:

   (a) the limitation of liability provision in the Engagement
       Letter is:

          (i) inappropriate in light of the firm's role in the
              Debtors' Chapter 11 cases; and

         (ii) inconsistent with general notions of bankruptcy
              professionalism; and

   (b) the Debtors are seeking to employ the firm on an hourly
       basis that is contrary to the provision of Del.Bankr.LR
       2016-1(d)(iv), which requires professionals to keep time
       in 1/10 hour increments.

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: U.S. Trustee Whines About Evergreen Retainer
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 17,
2005, Meridian Automotive Systems, Inc., and its debtor-affiliates
anticipate that Seyfarth Shaw, which has been their outside
counsel for the past several years, will continue to advise them
with respect to general legal matters as well as matters that may
arise in their Chapter 11 cases.  Seyfarth provides services to
the Debtors for a variety of legal matters including labor and
employment, benefits, environmental, finance, corporate,
litigation, and immigration issues.

In this regard, the Debtors seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ
Seyfarth Shaw as their bankruptcy special counsel, nunc pro tunc
to April 26, 2005.

Richard E. Newsted, President of Meridian Automotive Systems,
Inc., relates that Seyfarth has become very familiar with the
Debtors' business affairs and gained extensive experience in most
aspects of the Debtors' general legal work.

                       U.S. Trustee Objects

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
warns the Debtors that allowing Seyfarth Shaw LLP 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 will render
the firm ineligible for employment in the Debtors' Chapter 11
cases.

The U.S. Trustee says the burden is on the Debtors to demonstrate
why approval of the evergreen retainers for Seyfarth is
reasonable given the remote probability that these cases will
become administratively insolvent and the likely approval of
both:

   (i) the "carve-out" in the pending DIP Financing Motion; and

  (ii) the monthly payment of professional fees and expenses
       provided for in the pending request for approval of an
       administrative order.

"Clearly, the proposed 'carve-out' and administrative order
reduce the probability that the Debtors' professionals will bear
a disproportionate burden in the event of administrative
insolvency," the U.S. Trustee says.

The U.S. Trustee also wants Seyfarth's scope of employment as
special counsel modified to provide that the firm will not be
assisting the Debtors in conducting their Chapter 11 cases.  
Absent modification, the U.S. Trustee asks the Court to deny the
Debtors' Application.

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).


MERRILL LYNCH: $3M Private Offering Gets Low-B Ratings from Fitch
-----------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc. mortgage pass-through
certificates, series MLCC 2005-B, is rated by Fitch Ratings:

   -- $483 million classes A-1, A-2, X-A, A-R and privately
      offered X-B (senior certificates) 'AAA';

   -- $7,000,000 class B-1 certificates 'AA';

   -- $3,500,000 class B-2 certificates 'A';

   -- $2,000,000 class B-3 certificates 'BBB+';

   -- $2,000,000 privately offered class B-4 certificates 'BB';

   -- $1,000,000 privately offered class B-5 certificates 'B'.

The privately offered class B-6 certificates ($1,500,584) are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.40%
subordination provided by the 1.40% class B-1, the 0.70% class B-
2, the 0.40% class B-3, the 0.40% privately offered class B-4, the
0.20% privately offered class B-5, and the 0.30% privately offered
class B-6 (which is not rated by Fitch) certificates.

Fitch believes the above credit enhancement will be adequate to
cover credit losses.  In addition, the ratings also reflect the
quality of the underlying mortgage collateral, strength of the
legal and financial structures and the primary servicing
capabilities of PHH Mortgage Corporation, (rated 'RPS1' by Fitch
Ratings).

The trust consists of 1,250 conventional, adjustable-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of $500,005,685 as
of the cut-off date (May 1, 2005).  All of the loans have
interest-only terms of 10 years, with principal and interest
payments beginning thereafter and adjusting monthly or semi-
annually based on the one-month LIBOR or six-month LIBOR rate plus
a margin, respectively.  

The average unpaid principal balance as of the cut-off-date is
$400,005.  The weighted average original loan-to-value ratio is
65.72%.  Cash-out refinance loans represent 40.86% of the loan
pool.  The three states that represent the largest portion of the
mortgage loans are California (18.28%), Florida (13.32%), New York
(10.40%), and New Jersey (7.04%).  All other states represent less
than 5% of the balance as of the cut-off date.

All of the mortgage loans were either originated by Merrill Lynch
Credit Corporation pursuant to a private label relationship with
PHH Mortgage Corporation or acquired by MLCC in the course of its
correspondent lending activities and underwritten in accordance
with MLCC underwriting guidelines.

Any mortgage loan with an OLTV in excess of 80% is required to
have a primary mortgage insurance policy.  'Additional Collateral
Loans' included in the trust are secured by a security interest in
the borrower's assets, which does not exceed 30% of the loan
amount.  Ambac Assurance Corporation provides a limited purpose
surety bond that covers any losses in proceeds realized from the
liquidation of the additional collateral.

MLMI, the depositor, will assign all its interest in the mortgage
loans to the trustee for the benefit of certificate holders.  For
federal income tax purposes, an election will be made to treat the
trust fund as multiple real estate mortgage investment conduits.  
Wells Fargo Bank Minnesota, National Association will act as
trustee.


MEETRIX INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Meetrix, Inc.  
        2433 Rutland Drive, Suite 100  
        Austin, Texas 78758

Bankruptcy Case No.: 05-13133

Type of Business: The Debtor is a web communications company
                  providing hosted and managed web conferencing
                  solutions.  Freedom Office 3.0 is the company's
                  flagship product.  See http://www.meetrix.com/

Chapter 11 Petition Date: June 1, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Stephen W. Sather, Esq.
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, Texas 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

Total Assets: $512,214

Total Debts:  $1,040,091

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
State of Delaware             Franchise Tax             $117,210
Division of Corporations
P.O. Box 74072
Baltimore, MD 21274

Dye, Tom                      Deferred Salary           $109,116
6621 Candle Ridge Cove
Austin, TX 78731

Dye, Tom                      Deferred Bonus            $100,000
6621 Candle Ridge Cove
Austin, TX 78731

Web Wisdom, Inc.              Note on a software         $65,726
dba Collabworx                agreement licensing
111 College Place, #3-287
Syracuse, NY 13244

Roberts, Matt                 Deferred Salary            $37,116
12003 Skywest Drive
Austin, TX 78758

Romano, Bob                   Deferred Salary            $35,700
3006 Rivercrest Drive
Austin, TX 78746

Moore, Jeff                   Deferred Salary            $27,462
20502 Sunny Shores
Humble, TX 77346

Brooks, Kerry                 Deferred Salary            $22,500
834 Heathcliff Court
Houston, TX 77024

Roberts, Matt                 Deferred Bonus             $20,000
12003 Skywest Drive
Austin, TX 78758

Lehmann, Curtis               Deferred Bonus             $20,000
11702-B Grant Rd, #124
Cypress, TX 77429

Kelly, Patrick                Deferred Salary            $19,760
408 Applewood Drive
Pflugerville, TX 78660

Yonan, James                  Deferred Salary            $16,685
1515 Patton Circle
Boulder, CO 80303

Corgey, Theresa               Deferred Bonus             $10,000
1640 East T.C. Jester #916
Houston, TX 77008

Blake, Michael                Deferred Salary             $9,375
8420 Cambria Drive
Austin, TX 78717

Freeburg, Blake               Deferred Salary             $9,104
8005 Elkhorn Mountains Trail
Austin, TX 78729

Brooks, Kerry                 Unpaid Expenses             $5,582
834 Heathcliff Court
Houston, TX 77024

Throckmorton, Dave            Loan                        $3,500
11811 Parkriver Drive
Houston, TX 77070

Brooks, Kerry                 Loan                        $3,500
834 Heathcliff Court
Houston, TX 77024

Throckmorton, Dave            Unpaid Expenses             $3,141
11811 Parkriver Drive
Houston, TX 77070

Cumming, Eric                 Unpaid Expenses             $2,250
1701 Poplar Lane
NW Washington, DC 20012


MILWAUKEE REDEVELOPMENT: S&P Rates $12 Million Bonds at BB+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
Milwaukee Redevelopment Authority, Wisconsin's $12 million series
2005A and taxable series 2005A-T revenue bonds, issued for the
Milwaukee Academy of Science.

The bonds are secured by academy charter school revenues,
including state per-pupil revenue.

The rating reflects:

    (1) the need, common to all charter schools, to attract
        students in order to receive state per-pupil funding, the
        primary source of funding;

    (2) the risk of charter non-renewal, as the school's current
        charter expires in 2009 and needs to be reauthorized; and

    (3) management and accounting system transition risk, as a
        management contract with Edison Schools is allowed to
        expire June 30.

The rating also reflects the lack of a cash flow cushion when the
Edison contract expires, requiring the need to negotiate an
additional $1.5 million revolving bank line for cash flow
purposes.

These concerns are offset by:

    (1) the strength of state funding under the per-pupil funding
        formulas used for charter schools;

    (2) the fact that the school's charter has already been
        renewed once and that it is granted by the Board of
        Regents of the University of Wisconsin, not a local school
        district that competes with the school for students; and

    (3) good student demand statistics for school's unique
        science-based curricula.

Other positive factors include:

    (1) the expectation that the school's current executive
        leaders and faculty will be retained when the Edison
        management contract expires;

    (2) pro forma financial operations, as calculated by the
        school, that would have produced 1.24x coverage of future
        maximum annual debt service by fiscal 2004 net revenues,
        assuming various non-audited adjustments of overhead and  
        finance charges from the current management company; and

    (3) plans to build to build a future working capital reserve
        to reduce the need for cash flow loans once the current
        Edison management contract expires.

Also, there are no additional debt plans.

The outlook is stable based on the school's lack of additional
debt plans, along with pro forma non-audited coverage of future
maximum annual debt service by historical net revenues.

Proceeds will be used to acquire the school's currently used
facilities and buy out a mortgage from Edison Schools, pursuant to
a negotiated agreement, as well as fund various school
improvements.


MIRANT CORP: Deutsche Bank Wants Wrightsville Sale Order Modified
-----------------------------------------------------------------
In October 2004, the Mirant Investment Committee, a committee
comprised of Mirant Corporation's senior management, granted
Mirant and its debtor-affiliates permission to enter into a letter
of intent with Arkansas Electric Cooperative Corporation to
negotiate a definitive agreement on an exclusive basis, regarding
the sale of certain assets.

                       Wrightsville Assets

Mirant Corporation, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., are parties to a joint
development venture with Kinder Morgan Power Company.  The
parties agreed to construct and operate a nominal 548 megawatt
gas-fired combined cycle power generating facility located in
Wrightsville, Arkansas.  The development, construction and
operation of the Facility were organized through Wrightsville
Power Facility, LLC, while funding for the Facility was organized
through Wrightsville Development Funding LLC.

Wrightsville Management and Wrightsville Investment own a 51%
interest in both WPF and WDF, while Kinder owns a 49% interest in
each entity.  Mirant Americas, Inc. owns 100% of the common stock
of each of Wrightsville Management and Wrightsville Investment.

On October 15, 2004, the parties executed a letter of intent.  
After extensive negotiations, the parties entered into an Asset
Purchase and Sale Agreement, with a purchase price of $85,000,000
for the Assets.  AECC will assume certain liabilities arising out
of the ownership or operation of the Facility, excluding real and
personal property taxes for any period prior to January 1, 2006.  
The Sale Agreement supersedes and replaces the LOI in its
entirety.

                       Parties Amend Terms

On April 12, 2005, the parties amended the terms of their Asset
Sale and Purchase Agreement for the Debtors' power generating
facility in Wrightsville.  In particular, the parties want to
defer making any filing relating to the Hart-Scott-Rodino Act
under the Original Agreement until after it is determined whether
the Arkansas Electric Cooperative Corporation is in fact the
highest and best bidder.

The HSR Act requires that parties to acquisitions of stock or
assets meeting certain size thresholds report the transactions to
the Federal Trade Commission and the Antitrust Division of the
Department of Justice and observe a waiting period before
consummating the transactions.  The HSR filings allow the FTC and
DOJ to review the transactions for antitrust concerns.

                     Deutsche Bank Objects

As the largest, general unsecured creditor of Mirant Americas,
Inc., Deutsche Bank Securities, Inc., appreciates the potential
benefit of the sale of the Facility to MAI's estate.

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
in New York, relates that Deutsche Bank does not object to the
sale itself.  Deutsche Bank wants to ensure that the proceeds
realized from the sale remain available to satisfy the claims of
MAI's creditors.

"Notwithstanding [the] description in the Disclosure Statement,
neither the Sale Motion nor the Form of Sale Order provide that
the sale proceeds will be held for, or distributed to MAI," Mr.
Kirpalani points out.  The Debtors agree, based on their
statements in the Disclosure Statement, that MAI's estate should
retain these funds, Mr. Kirpalani notes.

Deutsche Bank asks the Court to modify the Form of Sale Order to
expressly reflect MAI's entitlement to the proceeds of the sale,
as described in the Disclosure Statement.

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: Two N.Y. Towns Want Disclosure Statement Amended
-------------------------------------------------------------
The towns of Haverstraw and Stony Point in New York and the
Haverstraw-Stony Point Central School District assert that Mirant
Corporation and its debtor-affiliates' Amended Disclosure
Statement is unclear as to which Mirant entity acquired the Mirant
Bowline and Lovett facilities.

According to John E. Mitchell, Esq., at Vinson & Elkins L.L.P.,
in Dallas, Texas, the Disclosure Statement is also not clear as
to the facts and circumstances giving rise to Mirant New York's
transfer of the facilities to Mirant Bowline and Mirant Lovett.
"The Amended Disclosure Statement is likewise unclear as to why
Mirant New York would be party to a consent decree, absent an
ownership interest in or operation of the Lovett plant."

Mr. Mitchell asserts that the Amended Disclosure Statement should
be amended to contain a correct recital of the current status of
the tax certiorari proceedings and negotiations related to that
certain Proposed New York Tax Settlement.

The Towns also object the Disclosure Statement regarding
consolidation of the Debtors for the purposes of voting on the
proposed Amended Plan.  Mr. Mitchell argues that the proposed
substantive consolidation amounts to an impermissible attempt to
gerrymander the classes of creditors to obtain acceptance of the
proposed Amended Plan.

The Towns further assert that the Amended Disclosure Statement:

    1. fails to give adequate disclosure of the claims the
       Consolidated MAG Debtors and Consolidated Mirant Debtors
       intend to assert against Mirant Bowline and Mirant Lovett
       and what claims Mirant Bowline and Mirant Lovett may have
       against the other Mirant entities;

    2. provides inadequate information regarding how the estates
       intend to provide the referenced cash and liquidity support
       and other services to any "carved out" Debtors to ensure
       that the maximum value of those entities' assets is
       maintained for the benefit of their creditors;

    3. inadequately discloses the steps and acts the Debtors have
       already undertaken to obtain financing;

    4. should address how the Debtors intend to adequately protect
       the interests of the secured creditors of Mirant Lovett,
       Mirant Bowline, and other Mirant entities; and

    5. does not contain adequate information regarding the various
       obligations and liabilities between the Mirant entities.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
(Mirant Bankruptcy News, Issue No. 64; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Valuation Hearing Will Resume on June 6, 7 and 8
-------------------------------------------------------------
The hearing to determine the enterprise value of Mirant
Corporation and its debtor-affiliates will resume on June 6, 7
and 8, 2005.

One of the fundamental questions in Mirant Corporation and its
affiliate-debtors' Chapter 11 cases is how much the Debtors'
business is worth.  The answer will determine, among other things,
whether the Debtors' unsecured creditors get paid in full and
whether the equity holders receive any recovery under the Debtors'
Plan or Reorganization.

As reported in the Troubled Company Reporter on Mar. 21, 2005, the
Plan process necessitates a determination of whether or not
unsecured creditors will get a full recovery and whether old
equity is entitled to any recovery at all.  Obviously, the
determinations are likely to materially impact the parties'
negotiating positions as the process moves toward Plan
confirmation.

The Debtors, with the agreement and support of the Official
Committee of Unsecured Creditors of Mirant Corp., the Official
Committee of Unsecured Creditors of Mirant Americas Generation
LLC, and the Equity Committee believe that it would be
advantageous to obtain a determination from the Court regarding
the Debtors' value prior to the approval of a disclosure
statement explaining the Plan and in lieu of proceeding at this
time with the litigation of the Equity Committee Actions.

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)


NATIONAL WASTE: Court Converts Ch. 11 Case to Ch. 7 Liquidation
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware converted National Waste Services of
Virginia, Inc.'s chapter 11 case to a chapter 7 liquidation
proceeding on May 31, 2005, at the Debtor's behest.

The conversion of the chapter 11 case to a liquidation proceeding
was contemplated in a global settlement inked among the Debtor,
Page County, Virginia, and the Virginia Department of
Environmental Quality.  The Global Settlement will resolve the
litigation and various disputes regarding the operations of a
landfill in Luray, Virginia, where the Debtor disposes of waste it
collects from its customers.

Bankruptcy Court records don't show who the U.S. Trustee has
appointed to serve as the chapter 7 trustee to oversee the
liquidation of the Debtor's estate.

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on
March 4, 2004 (Bankr. Del. Case No. 04-10709).  Michael Gregory
Wilson, Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over
$50 million each.


NETEXIT INC: Hires Finger & Slanina as Special Litigation Counsel
-----------------------------------------------------------------
Netexit, Inc., and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ Finger & Slanina, LLC, as their special
litigation counsel, nunc pro tunc to February 9, 2005.

Finger & Slanina will be the Debtors special litigation counsel in
connection with any contested matter and adversary proceedings
involving the New York City Comptroller.  

On Jan. 26, 2005, the Comptroller issued a notice of hearing
scheduled for March 21-22, 2005, before the Office of
Administrative Trials and Hearings.  The Comptroller wants to
determine whether Netexit violated certain provisions of New York
State Labor Law.

Netexit contacted the Comptroller that the Notice of Hearing and
proposed hearing before OATH violated the automatic stay.  Netexit
offered to make any relevant nonprivileged records available
pursuant to an examination under Rule 2004 of the Bankruptcy
Rules.  The Comptroller rejected the proposal.

On February 9, 2005, with the assistance of F&S, Netexit filed a
verified complaint for declaratory, temporary and permanent
injunctive relief against the Comptroller in an adversary
proceeding styled as Netexit, Inc. v. The Comptroller of the City
of New York (Adv. Pro. No. 05-50388).

David L. Finger, Esq., a member of Finger & Slanina, disclosed
that his Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         David L. Finger                   $350
         Charles Slanina                   $350

To the best of the Debtors' knowledge, Finger & Slanina and the
professionals who will work in the engagement:

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

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

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

Netexit, Inc., aka Expanets, Inc., based in Sioux Falls, South
Dakota, and its debtor-affiliates filed for chapter 11 protection
on May 4, 2004 (Bankr. D. Del. Case No. 04-11321).  Jesse H.
Austin, III, Esq., and Karol K. Denniston, Esq., at Paul,
Hastings, Janofsky & Walker LLP, and Scott D. Cousins, Esq.
Victoria Watson Counihan, Esq., and William E. Chipman, Jr., Esq.,
at Greenberg Traurig, LLP, represent the Debtors.  When the
company filed for chapter 11 protection, it estimated $50 million
in assets and more than $100 million in liabilities.


NORTEL NETWORKS: First Quarter Filing Cues S&P to Remove Watch
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B-' long-term
corporate credit rating on Nortel Networks Ltd. on the completion
of the company's various regulatory filings for first-quarter
2005.  No further delays in filings are expected, removing the
uncertainty with respect to past technical breaches under the
company's public indentures.  In addition, the company has
obtained a permanent waiver from Export Development Canada of all
remaining defaults and breaches under the EDC performance-based
support facility, removing the risk of termination of that
facility.

At the same time, the ratings on the company were removed from
CreditWatch where they were placed with developing implications
April 28, 2004.  The short-term rating was raised to 'B-2' from
'B-3'.  The outlook is stable.

The ratings on Brampton, Ontario-based Nortel are based on the
consolidation with its parent, Nortel Networks Corp.

The ratings reflect:

    (1) a weak but stable spending environment for telecom
        equipment and services globally,

    (2) a highly competitive industry, the company's high debt
        level,

    (3) weak credit protection measures, and

    (4) profitability that is lagging its global peers.

These factors are only partially mitigated by the company's
liquidity position, which should provide adequate financial
flexibility in the medium term.  Other key credit concerns are the
remaining material weaknesses in the company's internal controls
and a substantial amount of litigation against the company, the
financial affect of which is not quantifiable at this point.

"In 2004 and early 2005, Nortel was distracted by its accounting
investigations, restatement activities, and management turnover,
which contributed to the company's relatively weak performance in
2004," said Standard & Poor's credit analyst Mark Mettrick.
Nortel's revenues from legacy products, such as carrier-based
voice centric switching and transport, and enterprise voice
products have declined more quickly than growth in newer products
and services.  Nortel appears to be well positioned in some of the
higher growth areas, having been awarded some important contract
wins in 2.5G and 3G wireless, as well as voice over Internet
protocol.  Given shifts in carrier and enterprise spending toward
these technologies, Nortel should be able to improve operating
performance in 2005 through modest growth in revenue and lower
operating expenses.  The company needs to demonstrate it has a
viable long-term business and financial model; however, currently,
Nortel's sales, general, and administration and R&D expenses
exceed its gross profit, which is clearly not sustainable in the
long term.  Recent restructuring efforts should help to reduce
these expense items.

The stable outlook reflects expectations for modest improvements
in Nortel's operating performance, including modest growth in
revenues, EBITDA, and cash flow.  It further reflects intense
competition and a weak, but relatively stable, spending
environment for telecom equipment.  The company's current cash
balances provide it with adequate flexibility at the current
rating level.  Should Nortel demonstrate more substantial
improvements in performance, and credit measures strengthen as a
result, the outlook could be revised to positive or the rating
could be raised.  Still, the substantial amount of litigation
outstanding and material weaknesses in internal controls will be a
constraining factor on the rating moving out of the 'B' category.
Conversely, should unexpected challenges in market conditions
cause Nortel's performance measures to deteriorate further in
2005, the outlook could be revised to negative.


NORTEL NETWORKS: Posts $49 Million Net Loss for First Quarter
-------------------------------------------------------------
Nortel Networks Corporation [NYSE/TSX: NT] reported results for
the first quarter 2005 prepared in accordance with accounting
principles generally accepted in the United States in U.S.
dollars.  As previously reported, commencing with the first
quarter 2005 results Nortel's new reporting segments are GSM and
UMTS Networks, Carrier Packet Networks, Enterprise Networks and
CDMA Networks.

"I am pleased that we are now current with our financial
reporting; this is an important milestone for Nortel as we move
forward with our strategic plan."  said Bill Owens, vice chairman
and chief executive officer, Nortel.

First Quarter 2005 Results Revenues were $2.54 billion for the
first quarter of 2005 compared to $2.44 billion for the first
quarter of 2004 and $2.62 billion for the fourth quarter of 2004.
The Company reported a net loss in the first quarter of 2005 of
$49 million, compared to net earnings of $59 million, in the first
quarter of 2004 and net earnings of $133 million, in the fourth
quarter of 2004.  Net loss in the first quarter of 2005 included
special charges of $21 million related to restructuring
activities.  Net earnings in the fourth quarter of 2004 included
$37 million of net earnings from discontinued operations; special
charges of $81 million related to restructuring activities; and a
benefit of approximately $133 million primarily related to
customer financing recoveries and settlements.

Breakdown of First Quarter 2005 Revenues GSM and UMTS Networks
revenues were $788 million, an increase of 20 percent compared
with the year-ago quarter and an increase of 18 percent
sequentially.  Carrier Packet Networks revenues were $664 million,
a decrease of 3 percent compared with the year-ago quarter and a
decrease of 3 percent sequentially.

With the delivery of the filings to the New York and Toronto stock
exchanges, and their subsequent delivery to shareholders, the
Company and NNL will be in compliance with stock exchange listing
requirements and their financial statement delivery obligations
under applicable securities laws.  With the delivery of these
filings to the trustees, the Company and NNL are also in
compliance with their obligations under their public debt
indentures.

In addition, NNL has obtained a permanent waiver from Export
Development Canada of all remaining defaults and breaches under
the EDC performance-based support facility.  As a result, the $300
million small bond sub-facility has been reclassified as committed
support subject to the terms of the EDC Support Facility. OSC Bi-
Weekly Updates; Management Cease Trade Orders Today's
announcements serve as a status update by the Company and NNL
pursuant to the alternative information guidelines of the Ontario
Securities Commission.

Two other Canadian securities commissions issued similar orders.
Now that the Company and NNL are current in their financial
reporting obligations for the first quarter of 2005, the Company
and NNL will be applying to have the management cease trade orders
revoked and will cease reporting under the OSC's alternative
information guidelines.  Outlook Commenting on the Company's
outlook, Owens said, "This announcement marks a turning point for
Nortel.  Our financial reporting is current.  Gary Daichendt, the
senior management team and I are focused on business execution and
operational performance.  Our recent PEC, IBM and BT announcements
are further evidence that we are repositioning Nortel for the
future and I look forward to building on this momentum throughout
the coming quarters.  We are playing to win."

Commenting on the Company's financial expectations, Peter Currie,
executive vice president and chief financial officer, Nortel,
said, "For the full year 2005, we continue to expect revenue to
grow compared to 2004, gross margins to be in the range of 40 to
44 percent of revenue and our operating expenses as a percent of
revenue to be approximately 35 percent by the end of the year.

For the second quarter of 2005, we expect solid revenue growth
compared to the second quarter of 2004, margins to be at the low
end of our expected range for 2005 due to mix of business and
spending to be lower as a percent of revenue compared to the
second quarter of 2004."

              About Nortel Networks Corporation

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


NORTHWEST AIRLINES: Labor Concerns Prompt Fitch to Junk Rating
--------------------------------------------------------------
Fitch Ratings has downgraded the senior unsecured debt rating of
Northwest Airlines, Inc. (a subsidiary of Northwest Airlines
Corp.) to 'CCC+' from 'B'.  The rating action affects
approximately $1.7 billion of outstanding debt obligations.  The
Rating Outlook for Northwest remains Negative.

The downgrade reflects heightened concerns over the impact that
unsustainably high unit labor costs and defined benefit pension
plan obligations are having on Northwest's cash flow and liquidity
position at a time when very high jet fuel costs continue to erode
operating cash flow for the entire industry.  

Despite hopes late in 2004 that new collective bargaining
agreements with non-pilot unions could be completed soon enough to
stabilize Northwest's operating profile, recent developments
suggest that the company is more likely to engage in a protracted
struggle with labor over wage and benefit concessions.  

Unfortunately for Northwest, this delay in the achievement of
labor cost concessions is coming at a time when very high jet fuel
prices and the still-weak fare environment are increasing ongoing
losses.  The $440 million adjusted net loss reported in the
seasonally weak first quarter represented a setback, and was
surprisingly large in light of the airline's historically strong
unit revenue performance relative to the rest of the industry.  It
now appears likely that large operating losses in 2005 will
contribute to further erosion in Northwest's cash balance moving
into 2006, thereby removing a critical source of support for the
airline's credit profile that has been in place for a number of
years.

A near-term bankruptcy filing is still a low-probability event,
given the fact that Northwest retains a $2.1 billion unrestricted
cash balance (as of March 31).  This should provide the company
with adequate time to complete its labor cost restructuring.  

However, a recent escalation of public warnings related to the
need for cost concessions reflects a shift in the tone of labor-
management relations and raises the risk that talks with
mechanics, ramp workers and flight attendants could drag on for
months.  Management's decision to seek arbitration and a release
from mediation in its negotiations with the Aircraft Mechanics
Fraternal Association indicates that the company is prepared to
risk some level of potential operational disruption later in the
year in order to increase pressure on AMFA to reach a satisfactory
agreement soon.

Fitch continues to believe that Northwest possesses a strong route
network profile, supported by a good competitive position in
trans-Pacific markets, a profitable cargo unit and well-positioned
domestic hubs that are largely insulated from low-cost carrier
incursion.  These revenue strengths, if combined with a cost per
available seat mile profile in line with that achieved by the
restructured legacy carriers, could provide a solid foundation for
Northwest to achieve a financial turnaround in a consensual out-
of-court process.  Nevertheless, the risk of a classic game of
financial brinksmanship, seen recently at Delta in 2004 and
American in 2003, is significantly higher than it was last year.  
This may lead to more threats of bankruptcy and increased labor-
management rancor throughout the remainder of 2005.

In April, Northwest raised the level of targeted annual labor cost
savings to $1.1 billion, largely in response to the impact that
high fuel costs are having on the airline's operating performance.
Jet fuel costs in the first quarter were $180 million (40%) higher
than in the year-earlier period.  Based on management's current
forecast of full-year 2005 jet fuel prices averaging between $1.55
and $1.65 per gallon, Fitch estimates that the airline will face
as much as $900 million in fuel cost pressures for the year versus
2004.  If a similar fuel price scenario is considered for 2006 and
beyond, it is clear that much of the targeted labor cost savings
will be offset by higher fuel prices. Northwest currently has no
fuel hedge positions in place.

At year-end 2004, Northwest faced an under-funded defined benefit
pension plan liability of $3.8 billion on a projected benefit
obligation basis. The company expects to make cash contributions
of $420 million to its DB plans in 2005. That number is likely to
increase significantly in 2006 and 2007-absent relief legislation
passed by Congress that would extend the amortization period
during which underfunding could be addressed.

If the Bush Administration pension reform proposal prevails, the
amortization period could be extended to seven years.  However,
this would still lead to an increase in annual cash contribution
requirements (potentially above $600 million), assuming asset
returns and discount rates remain close to current levels.

Management is proposing a freeze of existing DB plans to
effectively cap liabilities, converting existing DB plans to
defined contribution plans.  This would mirror actions taken by
Delta in its 2004 pilot agreement, and would respond to pressures
coming from the distressed termination of pension plans by United
and US Airways in their Chapter 11 bankruptcy cases.

Scheduled debt maturities are heavy through 2007, reinforcing
liquidity concerns and highlighting the need for pension relief.
Northwest successfully rescheduled a secured credit facility
payment of $148 million from November 2005 to 2011.  With the
refinancing of the bank facility payment accomplished, Northwest
faces approximately $360 million in remaining 2005 debt payments.  
Scheduled maturities for 2006 and 2007 are $912 million and $1.4
billion, respectively.  Importantly, $79 million of the 2006 total
and $567 million of the 2007 total can be refinanced under
previously negotiated aircraft-backed debt agreements.


OWENS CORNING: Wants CDC's Entry into Aircraft Lease Approved
-------------------------------------------------------------
Owens Corning has used corporate aircraft in its business
operations for the past 20 years.

Owens Corning leases under three separate lease agreements two
Raytheon Hawker 800 aircraft and one Dassault Falcon 900EX
aircraft for corporate use.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the aircraft leased and operated by Owens
Corning provide a cost-effective mode of travel compared to
commercial or chartered travel.  The use of corporate aircraft
increases employee productivity and enhances the safety and
security of key employees, provides better customer orientation,
facilitates critical transactions, and provides more effective
management of the Debtors' enterprise, Mr. Pernick says.

The estimated savings realized by Owens Corning from the use of
its corporate aircraft, as opposed to the use of commercial
aircraft, is $1.2 million on an annual basis.  The savings do not
include any attempt to quantify the intangible benefits derived
from the use of corporate aircraft, Mr. Pernick points out.

                    Existing Aircraft Agreements

The current Aircraft Agreements are due to expire prior to the
end of 2005.  Owens Corning evaluated whether it should attempt
to retain its existing aircraft, whether its existing aircraft
met its business needs and whether it should consider leasing or
purchasing alternative and more efficient aircraft.

Owens Corning reviewed the end-of-lease options available under
the Aircraft Agreements.  The Options are:

    (1) To purchase one or more of the aircraft for a
        predetermined price;

    (2) To market for the benefit of the lessors each of the
        aircraft for sale to a third party in an attempt to
        realize excess value resulting from the sale; or

    (3) To return the aircraft to the lessors and foregoing the
        opportunity to recapture any anticipated excess value from
        the aircraft.

The Aircraft Agreements provide that if Owens Corning does not
exercise the purchase option, it must market the aircraft for
sale to a third party by seeking bids for the aircraft for the
benefit of the lessors.  The lessors retain the right to reject
any proposed buyer if the sale proceeds are less than an
established percentage of the acquisition cost of the particular
aircraft.

Upon the sale to a third party, the lessor retains the total sale
price, subject to certain end of term adjustment provisions.  If
the net proceeds of the sale to a third party are greater than
the estimated residual value of the aircraft, then Owens Corning
is entitled to be paid the excess proceeds by the lessor.  If,
however, the aircraft are sold to a third party and the net
proceeds of the sale are less than the estimated residual value
of the aircraft, then Owens Corning is obligated to pay to the
lessor the difference, with the deficiency being capped at a
predetermined amount.

As a result, Owens Corning determined that the marketing of all
of its current aircraft for sale to a third party and the leasing
of new corporate aircraft is the course of action that best
maximizes value to the Debtors' estates.  Owens Corning also
determined that the current aircraft it leases are outdated and
somewhat inefficient and, as a result, more costly to operate and
maintain than newer aircraft.

                     Lease of Cessna Aircraft

Owens Corning opted to lease three Cessna Citation Sovereign
aircraft.  In structuring a new lease, Owens Corning considered
three factors:

    -- the costs of the transaction,

    -- the potential liability resulting from the operation of the
       aircraft, and

    -- tax considerations.

To minimize the transaction costs and potential liability
associated with the leasing and operating of the new aircraft,
Owens Corning determined the use of a subsidiary as the lessee
for the Cessna Aircraft.  The use of a subsidiary will result in
the deferral of $2.4 million in sales and use tax resulting from
the transaction.

The lessee subsidiary will qualify for a sales and use tax resale
exemption since it will not be the ultimate end user of the
aircraft and acts principally as a conduit between the lessor and
Owens Corning but retains certain designated risks with respect
to the leasing of the aircraft.  The structure will allow for the
cost of the sales and use tax to be spread over the life of the
Cessna Agreements, as opposed to being incurred in full upon the
inception of the transaction.

To comply with certain Federal Aviation Administration
requirements concerning the operation of a private aircraft, the
subsidiary leasing the Cessna Aircraft must be engaged in a
business other than providing transportation.

                         Lessee Subsidiary

CDC Corporation is identified as the lessee subsidiary.  CDC
Corporation is engaged in the design and manufacturing of
acoustical interior wall and ceiling products and office systems.

CDC Corporation and Owens Corning will contemporaneously enter
into a rental agreement pursuant to which the Debtors will pay
for their use of the Cessna Aircraft, maintenance, insurance,
pilot salaries, replacement and spare parts and related taxes.

               Cessna Aircraft Lease Agreements

CDC Corporation will lease the Cessna Aircraft from Canal LLC.
The principal terms of the Agreement are:

    A. Canal will take an assignment of the Debtors' interest in
       the Cessna Aircraft and will purchase the Cessna Aircraft
       from Cessna Aircraft Company for lease to CDC Corporation.

    B. CDC Corporation will pay basic monthly rent:

                          Cessna 1   Cessna 2   Cessna 3
                          --------   --------   --------
       Years 1 to 7        $93,064    $92,753    $92,753
       Years 8 to 10      $106,954   $106,597   $106,597

    C. After 36 months subsequent to the date of the execution of
       each Cessna Agreement, and provided no default exists, CDC
       Corporation is permitted to terminate the agreement early
       by giving Canal at least 90 days prior written notice.  In
       the event of early termination, CDC Corporation and Canal
       LLC may solicit bids for each of the Cessna Aircraft that
       CDC Corporation wants to sell.

    D. On the Early Purchase Option Date and provided that no
       default exists and the agreement has not been earlier
       terminated, CDC Corporation may purchase any of the Cessna
       Aircraft early by giving at least 30 days, but not more
       than 90 days, prior written notice to Canal of its intent
       to purchase the aircraft.

    E. CDC Corporation may purchase any of the Cessna Aircraft for
       a cash amount equal to its then fair market value at the
       expiration of each Cessna Agreement provided that no
       default exists and a prior written notice is given to Canal
       of its intent to purchase the aircraft.

    F. The amount of the rent payable under the Cessna Agreements
       may be adjusted pursuant to the federal corporate income
       tax rate.

To induce Canal to enter into the Cessna Agreements, Mr. Pernick
relates that Canal required Owens Corning to execute a corporate
guaranty of CDC Corporation's obligations under the Cessna
Agreements.  The Guaranty is a guaranty of prompt payment and
performance and not merely a guaranty of collection.

Canal also required CDC Corporation to issue an irrevocable
standby letter of credit for each Cessna Agreement in the initial
amount of $2,204,512.

Mr. Pernick notes that at the conclusion of the Owens Corning
bankruptcy proceeding, CDC Corporation may ask that the amount of
the Standby Letter of Credit be reduced and possibly eliminated
in the event that Owens Corning's debt rating meets a
predetermined level.

                      Participation Agreement

On May 18, 2005, CDC Corporation, Owens Corning and Canal Air LLC
entered into a Participation Agreement.

The Participation Agreement provides for conditions that must
occur prior to Canal and CDC Corporation being obligated to
proceed with the transactions contemplated by the Cessna
Agreements.  Upon the delivery of each Cessna Aircraft and the
satisfaction of the various conditions precedent with respect
each Cessna Aircraft:

    (a) CDC Corporation, as Lessee, will assign its rights in the
        Cessna Aircraft to Canal;

    (b) Canal LLC, as Lessor, will purchase the Cessna Aircraft
        from the manufacturer;

    (c) CDC Corporation will accept delivery of the Cessna
        Aircraft;

    (d) CDC Corporation and Canal LLC will enter into the
        Cessna Agreements;

    (e) Owens Corning, as Guarantor, will deliver to Canal LLC a
        Guaranty for the Cessna Agreements;

    (f) CDC Corporation and Canal LLC will enter into a Standby
        Letter of Credit Agreement for the benefit of Canal; and

    (g) Canal LLC and CDC Corporation will enter into various
        supporting documentation with respect to the Cessna
        Agreements.

                          Rental Agreement

CDC Corporation will rent the Cessna Aircraft to Owens Corning,
on a non-exclusive basis.  Parties will have the right to
terminate the agreement on at least 30 days prior written notice.

During the term of the Cessna Agreements, Owens Corning will rent
the aircraft exclusively from CDC Corporation pursuant to the
Rental Agreement.

Owens Corning will pay the rental payments to CDC Corporation on
the first day of each month in advance.  The amount of the rent
will be established prospectively on a monthly basis based on the
flight hours reserved by Owens Corning for use of the Cessna
Aircraft.  In no event will the monthly rent charged by CDC
Corporation be less than its aggregate costs and expenses in
leasing, maintaining, insuring, hangering and renting the Cessna
Aircraft.  The hourly rental charged to Owens Corning will
reflect Owens Corning's percentage of use of the Cessna Aircraft.
CDC Corporation may increase or decrease the monthly rent
consistent with the terms of the Rental Agreement.

The salient terms and conditions under the Rental Agreement are:

    (1) The Cessna Aircraft will be operated at all times in
        compliance with the Rental Agreement, the Cessna
        Agreements, applicable insurance policies and all federal,
        state and local aviation laws and regulations;

    (2) The Cessna Aircraft will be flown only by certified pilots
        and maintained only by certificated mechanics;

    (3) Except for minor repairs or scheduled maintenance costing
        $50,000 or less, Owens Corning will not make any repairs
        to the Cessna Aircraft without authorization from CDC
        Corporation;

    (4) Owens Corning will pay any and all parking, tiedown and
        hangar charges for flights away from the primary hanger;

    (5) Owens Corning must place a reservation for use of the
        Cessna Aircraft ten business days prior to the beginning
        of each month;

    (6) Owens Corning will pay for all costs involved for the
        repair of the Cessna Aircraft during the time that Owens
        Corning is responsible for the Cessna Aircraft;

    (7) Owens Corning must purchase and pay for all fuel; and

    (8) Owens Corning must maintain all log books and records in
        accordance with federal aviation regulations.

In addition, Owens Corning will provide its own pilots and crew
and for maintaining appropriate insurance during the term of the
Rental Agreement.

Pursuant to Section 363 of the Bankruptcy Code, the Debtors ask
the U.S. Bankruptcy Court for the District of Delaware to permit:

    (a) CDC Corporation to enter into and consummate the Cessna
        Agreements;

    (b) CDC Corporation and Owens Corning to enter into and
        consummate the Participation Agreement;

    (c) CDC Corporation and Owens Corning to enter into the Rental
        Agreement; and

    (d) Owens Corning to enter into the Guaranty.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 109;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARK PLACE: Fitch Puts BB+ on $16 Million Private Class Certs.
--------------------------------------------------------------
Park Place Securities Inc.'s asset-backed P-T certificates, series
2005-WHQ3, are rated by Fitch Ratings:

   -- $1,586,000,000 publicly offered classes A-1A, A-1B, A-2A
      through A-2D 'AAA';

   -- $590 million class M-1 certificates 'AA+';

   -- $69 million class M-2 certificates 'AA+';

   -- $37 million class M-3 certificates 'AA+';

   -- $33 million class M-4 certificates 'AA';

   -- $32 million class M-5 certificates 'AA-';

   -- $29 million class M-6 certificates 'A+';

   -- $28 million class M-7 certificates 'A';

   -- $21 million class M-8 certificates 'A-';

   -- $18 million class M-9 'BBB+',

   -- $16 million class M-10 'BBB',

   -- $26 million class M-11 'BBB-'.

   -- $16 million privately offered class M-12 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 20.70% credit enhancement provided by classes M-1
through M-12 certificates, monthly excess interest and initial
overcollateralization (OC) of 1.50%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 17.75% credit enhancement provided by classes M-2
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 14.30% credit enhancement provided by classes M-3
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-3 certificates
reflects the 12.45% credit enhancement provided by classes M-4
through M-12 certificates monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-4 certificates
reflects the 10.80% credit enhancement provided by classes M-5
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-5 certificates
reflects the 9.20% credit enhancement provided by classes M-6
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-6 certificates
reflects 7.75% credit enhancement provided by classes M-7 through
M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-7 certificates
reflects the 6.35% credit enhancement provided by classes M-8
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-8 certificates
reflects the 5.30% credit enhancement provided by classes M-9
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-9 certificates
reflects the 4.40% credit enhancement provided by classes M-10
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 3.60% credit enhancement provided by class M-11 and
class M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-11 certificates
reflects the 2.30% credit enhancement provided by class M-12
certificates, monthly excess interest and initial OC. Credit
enhancement for the non-offered 'BB+' class M-12 certificates
reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
HomeEq Servicing Corporation as master servicer.  Wells Fargo
Bank, N.A. will act as trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $1,105,218,026.  The weighted average loan
rate is approximately 7.420%.  The weighted average remaining term
to maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $148,471.  The
weighted average original loan-to-value ratio is 79.11% and the
weighted average Fair, Isaac & Co. score was 609.  The properties
are primarily located in California (22.28%), Florida (11.43%),
Illinois (8.08%), and Arizona (6.36%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $894,783,777.  The weighted average loan rate
is approximately 7.098%. The WAM is 357 months.  The average cut-
off date principal balance of the mortgage loans is approximately
$284,148.55.  The weighted average OLTV is 80.51% and the weighted
average FICO score was 645.  The properties are primarily located
in California (46.73%), Florida (11.70%), New York (7.87%) and
Illinois (5.62%).

The loans were originated or acquired by Argent Mortgage Company,
LLC, and Olympus Mortgage Company.  Both Argent and Olympus are
affiliates of Ameriquest Mortgage Company, a specialty finance
company engaged in the business of originating, purchasing and
selling retail and wholesale subprime mortgage loans.


PERFORMANCE LOGISTICS: Poor Performance Cues S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Performance Logistics Group Inc. (PLG) to 'B-' from 'B'.  
At the same time, Standard & Poor's lowered its debt rating on the
company's first-lien bank facilities to 'B-' from 'B' and lowered
its debt rating on the company's second-lien term loan to 'CCC'
from 'CCC+'.  The outlook is negative.

"The downgrades reflect concerns regarding the company's recent
financial performance and near-term outlook, ability to maintain
covenant compliance, and the challenging industry conditions
associated with the North American automotive sector," said
Standard & Poor's credit analyst Kenneth L. Farer.  This rating
action is not directly related to the downgrade of General Motors
Corp. and Ford Motor Co. on May 5, 2005 (which are significant
customers of PLG).  However, competitive and financial pressures
on the auto manufacturers could affect PLG in the future.  The
Wayne, Michigan-based automobile hauling company has about $120
million of lease-adjusted debt.

Ratings on Performance Logistics Group Inc. and its primary
operating subsidiary, Performance Transportation Services Inc.,
reflect:

    (1) the company's modest size,

    (2) concentrated end-customer base,

    (3) aggressively leveraged capital structure, and

    (4) limited financial flexibility.

Positive credit factors include PLG's long-term relationships with
vehicle manufacturers and high barriers to entry due to the
extensive terminal network required for national operations.  PLG,
through PTS, is the second-largest North American motor carrier of
automobiles and light trucks.  The company was formed with the
acquisition of Hadley Auto Transport in 1999 and subsequent
purchase of E. & L. Transport Co. LLC in 2000.  In March 2004, PLG
acquired LAC Holding Corp., and its primary subsidiary, Leaseway
Auto Carriers, from Penske Truck Leasing Co. In addition to
increasing the revenue base and truck fleet, the LAC acquisition
expanded PLG's coverage and should provide PLG with savings from
Penske's fuel, tire, and maintenance programs.

PLG competes with Allied Holdings Inc., the largest auto
transporter, and with other specialty carriers for short-distance
vehicle transportation and with major railroads for long-distance
trips.  The car-hauling industry faces continued pricing pressure
from the large auto manufacturers, which represent a majority of
the company's revenues.  Generally, revenues for the industry
trend closely with North American vehicle production figures.
Additional consolidation is possible in this segment of the
trucking industry as larger networks provide back-haul
opportunities and economies of scale.  New entrants are not
expected due to the substantial capital required for trucks, car-
hauling trailers, and terminals.

PLG faces a challenging business environment with little
flexibility to offset material reductions in automotive
production.  The ratings could be lowered:

    (1) if industry conditions continue to deteriorate,

    (2) if profitability remains weak or declines further,

    (3) if liquidity becomes constrained, or

    (4) if covenants are breached.

An outlook revision to stable is not anticipated in the near term,
given the company's weak financial profile and the outlook for the
challenging automotive sector.


RESIDENTIAL ASSET: Fitch Puts Low-B Ratings on Two Private Certs.
-----------------------------------------------------------------
Residential Asset Mortgage Products, Inc.'s mortgage asset-backed
pass-through certificates, series 2005-EFC1, are rated by Fitch
Ratings:

    -- $235.6 million class A-I-1 'AAA';
    -- $98.4 million class A-I-2 'AAA';
    -- $81.1 million class A-I-3 'AAA';
    -- $46.4 million class A-I-4 'AAA';
    -- $400 million class A-II 'AAA';
    -- $54 million class M-1 'AA+';
    -- $41.8 million class M-2 'AA+';
    -- $25.6 million class M-3 'AA';
    -- $17.8 million class M-4 'AA-';
    -- $16.7 million class M-5 'A+';
    -- $17.3 million class M-6 'A';
    -- $15.6 million class M-7 'A-';
    -- $11.1 million class M-8 'BBB+';
    -- $12.8 million class M-9 'BBB';
    -- $11.1 million privately offered class B-1 'BB+';
    -- $16.1 million privately offered class B-2 'BB'.

The 'AAA' rating on the class A certificates reflects the 22.65%
initial credit enhancement provided by the 4.85% class M-1, 3.75%
class M-2, 2.30% class M-3, 1.60% class M-4, 1.50% class M-5,
1.55% class M-6, 1.40% class M-7, 1% class M-8, 1.15% class M-9,
1% privately offered class B-1, and 1.45% privately offered class
B-2, along with overcollateralization. The initial and target OC
is 1.10%.

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 as master servicer and Homecomings Financial Network,
Inc. as primary servicer on the pool.

The collateral pool consists of 6,759 fixed-rate and adjustable-
rate mortgage loans with and initial aggregate principal balance
of $1,113,738,447 secured by first liens.  As of the cut-off-date,
the weighted average original loan-to-value ratio of the
collateral pool was 88.10% and the weighted average credit score
was 636.  The average balance was $164,779 and the pool had a
weighted average interest rate of 6.907%.  The weighted average
original term to maturity was 359 months.  California (11.10%),
Maryland (7.17%), and Virginia (7.16%) 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.  Approximately 63.3% of the
mortgage loans included in the trust were acquired under
Residential Funding's AlterNet program, which was established
primarily for the purchase of mortgage loans made to borrowers
that may have imperfect credit histories, higher debt to income
ratios or mortgage loans that present certain other risks to
investors.

Approximately 36.7% of the mortgage loans included in the trust
were acquired under Residential Funding's Negotiated Conduit Asset
program, which 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.


SCHOOL SPECIALTY: Acquisition Agreement Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and 'B+' subordinated debt ratings on School Specialty Inc.
on CreditWatch with negative implications.

This action follows the company's announcement that it signed a
definitive agreement to be acquired by an affiliate of Bain
Capital Partners LLC for approximately $1.5 billion.

"Because the transaction is likely to result in a significant
increase in debt leverage and a drop in cash flow protection, the
company's credit strength is expected to deteriorate," said
Standard & Poor's credit analyst Robert Lichtenstein.

The $1.5 billion value is based on a $49 per share purchase price,
conversion of School Specialty's convertible debt into common
stock, and the assumption by Bain of nonconvertible debt of
approximately $101 million.

Standard & Poor's will monitor developments of the transaction,
including the structure of the proposed financing.


SENIOR CHOICE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Senior Choice, Inc.  
        2 International Plaza, Suite 325  
        Philadelphia, Pennsylvania 19113

Bankruptcy Case No.: 05-71227

Chapter 11 Petition Date: June 1, 2005

Court: Western District of Pennsylvania (Johnstown)

Debtor's Counsel: Patrick W. Carothers, Esq.
                  Thorp Reed Armstrong LLP
                  301 Grant Street
                  14th Floor One Oxford Centre
                  Pittsburgh, Pennsylvania 15219-1425
                  Tel: (412) 394-2325
                  Fax: (412) 394-2555

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
First National Trust          Bond Indebtedness      $22,455,000
Company
One F.N.B. Boulevard
Hermitage, PA 16148

Thomas Beas                   Promissory Note           $491,000
c/o Michael W. Sahlaney, Esq.
Sahlaney & Dudeck Law Offices
430 Main Street
Johnstown, PA 15901

Andrew Beas                   Promissory Note            $30,000
c/o Michael W. Sahlaney, Esq.
Sahlaney & Dudeck Law Offices
430 Main Street
Johnstown, PA 15901

Joshua Beas                   Promissory Note            $30,000
c/o Michael W. Sahlaney, Esq.
Sahlaney & Dudeck Law Offices
430 Main Street
Johnstown, PA 15901

City of Johnstown             Taxes                      $26,614
P.O. Box 9
Johnstown, PA 15907

Reinhart Food Service         Trade Debt                 $15,264
226 East View Drive
Mt. Pleasant, PA 15666

John O'Keefe                  Taxes                       $9,562
2490 Homes Street
Indiana, PA 15701

Diamond Pharmacy Service      Trade Debt                  $5,584
645 Kolter Drive
Indiana, PA 15701

Anderson Electric             Trade Debt                  $4,890
1138 Gompers Avenue
Indiana, PA 15701

PA Department of Revenue      Taxes                       $3,076
Department 280405
Harrisburg, PA 17128

Medcare Equipment Company     Trade Debt                  $3,400
501 West Otterman Street
Greensburg, PA 15601

Columbia Gas of Pennsylvania  Trade Debt                  $3,718
P.O. Box 830012
Baltimore, MD 21283

Drozak Medical, Inc.          Trade Debt                  $2,362
P.O. Box 931011
Cleveland, OH 44193

Direct Supply                 Trade Debt                  $2,329
Box 88201
Milwaukee, WI 53288

Ann Smith                     Trade Debt                  $2,318
339 West Union Street
Somerset, PA 15501

U.S. Food Service             Trade Debt                  $2,199
P.O. Box 641303
Pittsburgh, PA 15264

Galliker Dairy Company        Trade Debt                  $2,055
P.O. Box 159
Johnstown, PA 15907

Gulf South Medical Supply     Trade Debt                  $1,935
P.O. Box 841968
Dallas, TX 75284

Mary Ann's Uniform            Trade Debt                  $1,767
Suite 700, Fort Pitt Commons
711 Harrison Avenue
Jeanette, PA 15644

Pennsylvania American Water   Trade Debt                  $1,600
P.O. Box 371412
Pittsburgh, PA 15250


SHC INC: Plan Administrator Wants to Delay Entry of Final Decree
----------------------------------------------------------------          
Walker Truesdell & Associates, Inc., the Plan Administrator
appointed pursuant to the confirmed Plan of SHC, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the
District of Delaware to further delay entry of a Final Decree
pursuant to Local Rule 5009-1(a) and to further extend the
deadline for the filing of a Final Report and Accounting under
Local Rule 5009-1(c).

Walker Truesdell wants to delay the entry of a Final Decree,
through and including Jan. 2, 2006, and wants until Nov. 1, 2005,
to file a Final Report and Accounting for the Debtors' chapter 11
cases.

The Court confirmed the Debtors' Amended Joint Liquidating Plan of
Reorganization on July 8, 2004, and the Plan took effect on
Aug. 2, 2004.

Walker Truesdell gives the Court four reasons that militate in
favor of its request:

   a) the claims administration and distribution process has not
      been concluded because the amount available for distribution
      to the holders of unsecured claims is still undetermined;

   b) the Plan Administrator is still in the process of
      coordinating with the Liquidation Trustee in determining the
      most appropriate and practicable course of action for
      drafting, filing and prosecuting future claims objections;

   c) delaying the entry of a final decree will help ensure that
      any distributions made under the Plan are accurate and only
      made to actual creditors; and

   d) a final report and accounting will not be accurate and
      complete until the claims administration process and other
      pending disputes are brought to a conclusion.

The Court will convene a hearing at 10:30 a.m., on June 8, 2005,
to consider the Plan Administrator's request.  

Headquartered in Chicopee, Massachusetts, SHC, Inc., is a
manufacturer of golf balls and clubs and other sporting goods.  
The Company and its debtor-affiliates filed for chapter 11
protection on June 30, 2003 (Bankr. Del. Case No. 03-12002).  
Pauline K. Morgan, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represents the Debtors.  When the Debtors filed for chapter
11 protection, they listed estimated assets of more than $50,000
and estimated debts of more than $100 million.  The Court
confirmed the Debtors' Joint Plan on July 8, 2004, and the Plan
took effect on Aug. 2, 2004.  Walker Truesdell & Associates, Inc.,
is the Plan Administrator pursuant to the confirmed Plan.  Michael
R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
represents the Plan Administrator.


SKIN NUVO: Court Okays $1 Million DIP Facility
----------------------------------------------
Skin Nuvo International, LLC, and its debtor-affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the District
of Nevada to enter into a postpetition credit agreement with Pure
Laser Hair Removal and Clinics, Inc.  

Pure Laser agree to provide Skin Nuvo a $1,000,000, to be doled
out in four equal weekly installments in the month of June.  The
loan accrues interest at 15% annually.  In the event of a default,
the interest rate increases to 18%.  

The postpetition financing will enable the Debtors to pay
postpetition vendors, real property rental payments and continue
normal operations while waiting to consummate the sale of their
business as a going concern.  Pure Laser made an initial offer for
the Debtors' assets at $1.7 million.  

The loan will mature on the earliest of:

      a) the termination date;
      b) the consummation of the sale of the Debtors' assets;
      c) plan confirmation; or
      d) June 30, 2005.

Pure Laser will receive a perfected, valid and enforceable first
priority lien on all of the Debtors' unencumbered collateral to
secure repayment of the loan.  

Stephen A. McCartin, Esq., at Gardere Wynne Sewell LLP, represents
Pure Laser.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering  
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


SKIN NUVO: Wants to Sell Most Assets to Pure Laser for $1.7 Mil.
----------------------------------------------------------------       
Skin Nuvo International, LLC, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada to:

   a) approve the sale of substantially all of their assets free
      and clear of lien, claims, encumbrances and adverse
      interests to a Successful Bidder; and

   b) approve the assumption and assignment of executory contracts
      under the asset sale pursuant to Bankruptcy Rule 6006.

The Debtors wants to sell substantially all of their assets to
Pure Laser Hair Removal and Clinic, Inc., the stalking horse
bidder.  

The Debtors and Pure Laser entered into an Asset Purchase
agreement on May 8, 2005, calling for the sale of substantially
all of their assets to Pure Laser for $1,700,000.  Under the Asset
Purchase Agreement, the Debtors will assume and assign appropriate
executory contracts to Pure Laser.

The Debtors tell the Court that all parties to the proposed sale
have acted in good faith and the Asset Purchase Agreement is the
product of arms' length negotiations.

On May 18, 2005, the Court approved the Debtors' request to obtain
up to $1,000,000 of debtor-in-possession financing from Pure
Laser.  The Court also approved the Sale and Bidding Procedures
governing the terms of the auction for the assets.

Pursuant to the Sale and Bidding Procedures, if a party other than
Pure Laser is the successful bidder at an auction, the purchase
price components for the asset sale will include:

   a) up to $1,000,000, plus interest in cash to repay the
      outstanding debtor-in-possession financing owed to Pure
      Laser;

   b) up to $125,000 of fees and expenses and a $175,000 Break-Up
      Fee to be paid to Pure Laser in the event a competitor top
      its bid at an auction;

   c) up to $700,000 in cash for restocking fees and value of all
      equipment that is subject to valid and unavoidable liens
      that the successful bidder determines it will purchase; and

   d) the cost to cure all executory contracts and unexpired
      personal property leases designated by the purchaser.

The auction for the Debtors' asset is scheduled on June 6, 2005.  
The Court will also convene a sale hearing at 10:00 a.m., on
June 6, 2005, to approve the Debtors' sale request.  

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering  
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors in their
restructuring efforts.  The Company and its debtor-affiliates
filed for chapter 11 protection on March 7, 2005 (Bankr. D. Nev.
Case No. 05-50463).  When the Debtors filed for protection from
their creditors, they estimated assets and debts of $10 million to
$50 million.


SMC HOLDINGS: Black Diamond Becomes Smarte Carte's Majority Owner
-----------------------------------------------------------------
Entities managed by Black Diamond Capital Management, L.L.C., a
leading privately-held alternative asset management firm with
approximately $6 billion under management, disclosed that Black
Diamond has become the new majority owner of Smarte Carte
Corporation, the world's leading concessionaire of baggage cart,
stroller and electronic locker services.

This announcement follows Smarte Carte's successful emergence from
Chapter 11, which resulted in a reduction in the Company's debt
from $192 million prior to the recapitalization to approximately
$14 million.  In accordance with the Debtors' plan of
reorganization, Black Diamond received approximately 76 percent of
Smarte Carte's new common stock.

"We believe that Smarte Carte is an outstanding company with
excellent management that has been hindered in the past by high
levels of debt," said Christopher Kipley, a Partner at Black
Diamond.  "Going forward our role will be to help Smarte Carte
take better advantage of its strong presence in the marketplace
and to grow its business."

"We worked closely with Smarte Carte's management at every step
along the way throughout the recapitalization process from the
development and approval of a consensual plan of reorganization to
the Company's eventual emergence.  As new owners, we are committed
to Smarte Carte's future," Mr. Kipley added.

         About Black Diamond Capital Management, L.L.C.

Black Diamond Capital Management, L.L.C. is a leading privately-
held alternative asset management firm with approximately $6
billion under management in a combination of hedge funds,
structured vehicles and funds with distressed debt /private equity
control strategies. Founded in 1995 by its managing partners,
James Zenni and Stephen Deckoff, Black Diamond has offices in Lake
Forest, Ill. and Greenwich, Conn.

Headquartered in St. Paul, Minnesota, SMC Holdings and its
subsidiaries provide baggage cart, locker and stroller services at
airports, train stations, bus terminals, shopping centers, ski
resorts and entertainment facilities across the world.  The
Company and its debtor-affiliates filed a pre-packaged chapter 11
petition on Feb. 10, 2005 (Bankr. D. Del. Case No. 05-10395).  
Jason M. Madron, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A., and Douglas P. Bartner, Esq., and Michael
H. Torkin, Esq., at Shearman & Sterling, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, they estimated more than $100 million in assets
and debts.  Judge Mary F. Walrath confirmed the Debtors First
Amended Joint Plan of Reorganization on April 26, 2005.  The Plan
took effect on May 26, 2005.


SOLUTIA INC: Completes Re-pricing of $525 Million DIP Financing
---------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) reached an agreement with
its lenders to amend its debtor-in-possession financing, pending
approval by the U.S. Bankruptcy Court for the Southern District of
New York.  This amendment reduces Solutia's term loan borrowing
rate by approximately 250 basis points and lowers its interest
costs by up to $7 million, depending on the length of Solutia's
Chapter 11 case.  In addition, the amendment provides for a six-
month extension through June 19, 2006, and makes other minor
modifications.  The amount of the financing remains $525 million,
and Citigroup Global Markets Inc. acted as lead arranger.

"Our ability to improve pricing of the DIP facility is a testament
to the growing confidence in Solutia's reorganization progress and
our significantly improved business performance," said James M.
Sullivan, senior vice president and CFO, Solutia Inc.  "In
addition, while we may not ultimately need the extension, it gives
us greater flexibility should we require more time to achieve the
optimal resolution to our Chapter 11 case."

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a  
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


SOUNDVIEW HOME: Fitch Places Low-B Ratings on Two Class B Certs.
----------------------------------------------------------------
Soundview Home Loan Trust's asset-backed certificates, series
2005-2 which closed on May 31, 2005, are rated by Fitch Ratings as
follows:

    -- $385.7 million classes A-1, A-2, A-3 and A-4 'AAA';
    -- $30.8 million class M-1 'AA+';
    -- $20.7 million class M-2 'AA';
    -- $10.4 million class M-3 'AA-';
    -- $9.6 million class M-4 'A+';
    -- $9.1 million class M-5 'A';
    -- $8.3 million class M-6 'A-';
    -- $4.7 million class M-7 'BBB+';
    -- $9.3 million class M-8 'BBB';
    -- $5.2 million class M-9 'BBB-';
    -- $5.2 million class B-1 'BB+' (144A);
    -- $5.2 million class B-2 'BB' (144A).

The 'AAA' rating on the senior certificates reflects the 25.55%
total credit enhancement provided by the 5.95% class M-1, 4% class
M-2, 2% class M-3, 1.85% class M-4, 1.75% class M-5, 1.60% class
M-6, 0.90% class M-7, 1.80% class M-8, 1% class M-9, 1% class B-1,
1% class B-2, 0.50% unrated class B-3, 1% unrated class B-4 and
0.50% initial and target overcollateralization.

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 Deutsche Bank National Trust
Company, as Trustee.

The mortgage pool consists of fixed-rate and adjustable-rate,
first lien and second lien, fully-amortizing and balloon payment
mortgage loans with a cut-off date pool balance of $435,766,986.  
The weighted average loan rate is approximately 7.584%.  The
weighted average remaining term to maturity is 345 months.  The
average principal balance of the loans is $123,237.  The weighted
average combined loan-to-value ratio is 83.94% and the weighted
average Fair, Isaac & Co. score is 614.  The properties are
primarily located in California (24.71%), Florida (9.59%) and
Texas (7%).

On the closing date, the depositor will deposit approximately
$82,361,532 into a pre-funding account.  The amount in this
account will be used to purchase subsequent mortgage loans after
the closing date and on or prior to August 24, 2005.

All of the mortgage loans were purchased by Financial Asset
Securities Corp., the depositor, from Greenwich Capital Financial
Products, Inc., who previously acquired the mortgage loans from
Centex Home Equity Corp. (63.5%), Meritage Mortgage Loan Trust
(31.0%), The CIT Group/Consumer Finance, Inc. (5.33%), and
Residential Mortgage Assistance Enterprise, LLC (0.1%).


SOUTH COAST: Fitch Shaves $26MM Class B Notes Three Notches to BB
-----------------------------------------------------------------
Fitch Ratings downgrades two classes and affirms one class of
notes issued by South Coast Funding I, Ltd. (South Coast I).  The
following rating actions are effective immediately:

    -- $319,200,000 class A-1 notes affirmed at 'AAA';
    -- $38,000,000 class A-2 notes downgraded to 'A-' from 'AA';
    -- $26,000,000 class B notes downgraded to 'BB' from 'BBB'.

Furthermore, the class A-2 and class B notes are removed from
Rating Watch Negative.

The ratings of the class A-1 and class A-2 notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.

The rating of the class B notes addresses the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  South
Coast I is in the interest-only period through December 2005.

South Coast I is a collateralized debt obligation managed by TCW
Investment Management Company.  South Coast I is composed of
approximately 74.4% residential mortgage backed securities, 8.5%
commercial mortgage backed securities, 7.4% asset backed
securities, 7% CDOs and 2.7% corporate debt.

Since closing, the collateral has deteriorated, affecting various
quality tests and projected cash flow.  The class A
overcollateralization ratio and class B OC ratio have decreased to
109% and 101.6%, respectively, as of the most recent trustee
report dated May 10, 2005, from 112% and 104.4%, respectively, as
of the March 1, 2002.  

Both the class A OC ratio and the class B OC ratio are passing
their test levels of 105% and 101.5%, respectively.  Both the
class A interest coverage ratio and the class B IC ratio are
passing their respective test levels at 112% and 107%.  Below
investment grade assets represented approximately 14.1% of the
portfolio as of the most recent trustee report.  Additionally, the
Fitch weighted average rating factor (WARF) is failing at 19
('BBB/BBB-') versus a trigger of 16 ('BBB/BBB-').

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager.  In addition, Fitch conducted
cash flow modeling utilizing various default timing, interest rate
scenarios, and prepayment assumptions.  As a result of this
analysis, Fitch has determined that the current ratings assigned
to the class A-2 and B notes no longer reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/ For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


STELCO INC: Expects Lower Second Quarter Performance
----------------------------------------------------
Stelco Inc. (TSX:STE) reported that, while it continues to expect
solid performance in the second quarter of 2005 from a historical
perspective, operating earnings in the quarter are now expected to
be considerably below the level of the first quarter of 2005
largely due to lower spot market prices as well as higher energy
costs and the flow through of higher cost inventory produced in
the first quarter.

The Corporation indicated on May 10, 2005 when it reported its
first quarter results that it was reviewing its guidance for 2005
previously issued on March 8, 2005.  Stelco continues to
anticipate strong performance during 2005 from a historical
perspective.  However, due to the continued uncertainty around
spot market pricing, market demand, shipment levels and input
costs the Corporation does not believe that it can reasonably
provide specific guidance on 2005 operating earnings or shipments
at this time. Depending on visibility and other factors, the
Corporation may choose to re-institute specific operating earnings
or other guidance at a later time.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco Inc.
and certain related entities filed for protection under the
Companies' Creditors Arrangement Act.


STRUCTURED ASSET: Fitch Puts Low-B Ratings on Class B4 & B5 Certs.
------------------------------------------------------------------
Structured Asset Securities Corporation's $206.3 million mortgage
pass-through certificates, series 2005-11H, which closed on May
31, 2005, are rated by Fitch Ratings:

    -- $198 million classes A1 - A3, A-IO, A-IO1, PO and R 'AAA';
    -- $4.7 million class B1 'AA';
    -- $1.3 million class B2 'A';
    -- $827,000 class B3 'BBB';
    -- $413,000 class B4 'BB';
    -- $310,000 class B5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.95%
total credit enhancement provided by the 2.25 % class B1, 0.65%
class B2, 0.40% class B3, 0.20% privately offered class B4, 0.15%
privately offered class B5 and 0.30% privately offered class B6
certificates (not rated by Fitch).

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master servicing capabilities of
Aurora Loan Services, Inc. (rated 'RMS2+' by Fitch).

The aggregate trust consists of 1,597 conventional, fully
amortizing, 30-year fixed-rate, first lien, residential mortgage
loans.  As of the cut-off date (May 1, 2005), the mortgages have
an aggregate principal balance of approximately $206,915,106, a
weighted average original loan-to-value ratio of 100.97%, a
weighted average coupon of 6.366%, a weighted average remaining
term of 352 months and an average balance of $129,080.  The loans
are primarily located in Florida (15.95%), Texas (11.80%), and
Virginia (5.72%).  All other states represent less than 5% of the
pool as of the cut-off date.

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 issued May 1, 2003 entitled 'Fitch Revises
Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at
http://www.fitchratings.com/

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentages of originations
(as a percentage of the cut-off date balance) were those made by
JPMorgan (35.28% of the Mortgage Pool), SunTrust (20.17% of the
Mortgage Pool) and Wells Fargo (19.54% of the Mortgage Pool).

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


TEKNI-PLEX: S&P Junks Proposed $150 Million Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Tekni-Plex Inc.'s proposed $150 million first-lien senior secured
notes due 2012, based on preliminary terms and conditions.

"The notes, which are collateralized by a first-lien security
interest in domestic property, plant, and equipment and the stock
of domestic subsidiaries, as well as by a second-lien security
interest in domestic accounts receivable and inventory, are rated
the same as the corporate credit rating due to their priority
claims on the company's assets," said Standard & Poor's credit
analyst Liley Mehta.

The proceeds from the notes offering and a concurrent equity
commitment will be used to repay amounts outstanding under the
company's existing bank credit facility.  Pro forma for the
refinancing, Coppell, Texas-based Tekni-Plex (CCC+/Watch Neg/--)
will have approximately $745 million of total debt outstanding.

All existing ratings remain on CreditWatch with negative
implications, where they were placed on Feb. 17, 2005.  The
CreditWatch placement was due to weak operating results and
violation of financial covenants under the company's credit
agreement for the period ended Dec. 31, 2004.  The lenders under
the credit agreement have waived compliance with these covenants
until June 10, 2005, by which time the company must raise $30
million in additional equity financing.

On May 13, 2005, the company announced commitments for $32 million
in new equity, of which approximately $19 million has already been
received.  The funding of the remaining $11 million of the
required $30 million is a condition to the closing of the $150
million senior notes offering.  The company has also received
commitments for a new $65 million revolving credit facility due
2009, the closing of which is based in part on Tekni-Plex
receiving $150 million in proceeds from the senior notes offering.

Standard & Poor's will resolve the CreditWatch if the financing is
completed as proposed.  At that time, all existing ratings will be
removed from CreditWatch and affirmed, and the ratings on the
existing bank credit facilities will be withdrawn (the new bank
facility has not been rated).  The outlook will be stable.  Should
Tekni-Plex fail to receive the remainder of the equity commitment
and to complete the proposed financing, then the ratings will
remain on CreditWatch with negative implications and could be
lowered given the company's extremely low liquidity and a large
interest payment due June 15, 2005.  If the financing plan is not
completed, the rating on the new notes will be withdrawn.


TELESYSTEM INT: Vodafone Sale Closing Cues S&P to Withdraw Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Telesystem International Wireless Inc. on the completion of the
sale (through interim holding company Clearwave N.V.) of its two
operating subsidiaries, Mobifon Holdings B.V. and Oskar Holdings
N.V., to Vodafone.  The cash consideration for the sale was about
US$3.5 billion, which constitutes TIW's only remaining material
asset.  TIW will now proceed with completion of its court
supervised plan of arrangement, which involves the liquidation of
TIW, including the implementation of a claims process and the
distribution of net cash to shareholders, the cancellation of its
common shares, final distribution, and ultimately the dissolution
of the company.  TIW has no debt outstanding and no material
liabilities.


TOM'S FOODS: Asks Bankr. Court to Approve Employee Severance Plan
-----------------------------------------------------------------
Tom's Foods Inc. asks the U.S. Bankruptcy Court for the Middle
District of Georgia for permission to pay severance benefits and
continued medical benefits for all laid-off employees.  The Debtor
also want to continue its current severance policy for all
employees who may, in the future, be terminated in connection with
the Debtor's reorganization efforts.  

The Debtor also asks the Court to allow the Severance Benefits as
administrative expenses.

                    Current Severance Policy

It is the Debtor's present policy to provide severance pay to all
employees terminated using this calculation:

      Years of Service               Severance Pay
      ----------------               -------------
      One year or less               Two weeks of wages

      Less than 30 years             Two weeks of wages, plus
                                     One week of wages for every
                                     two years of service (26
                                     weeks maximum)

      More than 30 years             Eight weeks of wages, plus
                                     One week of wages for every
                                     two years of service (maximum
                                     26 weeks)

The Debtor also wants to pay the laid-off employee any earned but
unused vacation time.  

                  $215,000 for Nine Former Employees

The Debtor has laid off nine individuals since filing for chapter
11 protection.  The Debtor estimates that the severance benefits
obligations with respect to these nine initial lay-offs will be
$180,000.

The Debtor's current severance policy also includes extending an
employee's coverage under the Debtor's medical and dental policies
for the length of the severance.  The coverage is continued at the
normal contribution rate for the terminated employee.  After that
time, the employee may elect to continue coverage.  The Debtor
estimates that its Continued Medical Benefits obligations with
respect to the Initial Layoff will be $35,000.

The Debtor's counsel, David B. Kurzweil, Esq., at Greenberg
Traurig, LLP, in Atlanta, Georgia, contends that the Severance
Benefits and Continued Medical Benefits will bolster the remaining
employees' confidence in the Debtor's ability to meet their
obligations to their employees.

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TOWER AUTOMOTIVE: Has Until Sept. 30 to File Chapter 11 Plan
------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates sought and
obtained an extension from the U.S. Bankruptcy Court for the
Southern District of New York of their exclusive period to:

   (1) file a plan through September 30, 2005; and

   (2) solicit and obtain acceptances of that plan through
       November 29, 2005.

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
told the Court that the Debtors' Exclusive Periods should be
extended because:

   (a) the Debtors' Chapter 11 cases are large and complex and
       they need more time to craft a plan of reorganization;

   (b) the Debtors are progressing in their good faith attempts
       to formulate a viable reorganization plan;

   (c) the Debtors are generally making required postpetition
       payments and effectively managing their businesses and
       properties; and

   (d) the Debtors are not seeking the extension to delay
       administration of their cases or to pressure creditors to
       accept an unsatisfactory reorganization plan.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Before Set-Off, Wants Visteon's Claim Liquidated
------------------------------------------------------------------
Visteon Corporation asked the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay enforced
by the bankruptcy code so a set-off could be applied on its
prepetition debt with Tower Automotive Inc.

According to Visteon, it provided Tower Automotive component parts
before it filed for bankruptcy.  Tower didn't pay the $4,620,020
cost of those component parts, Visteon says.  Tower provided
Visteon component parts amounting to $572,876 which also remained
unpaid.  Visteon told the Court that since both debts are
prepetition, its perfectly alright to set-off the debts.

Tower acknowledges it owes Visteon some money for those component
parts but it's not $4.6 million.  Based on Tower's records,
Visteon is entitled to $4,356,689 for component parts purchased
prior to the petition date, while Visteon owes Tower a $933,322
payment for component parts it purchased before the petition date.

According to Albert Togut, Esq., at Togut, Segal & Segal LLP,
Visteon already made set-offs totaling $572,987.  "Visteon appears
to have resorted to self-help by making a setoff after the
Petition Date that is impermissible under sections 362 and 553 of
the Bankruptcy Code," Mr. Togut notes.

Mr. Togut contends that the Debtors' records still show
a $714,639 outstanding balance owed by Visteon on account of
prepetition sales.  This should be paid immediately.

By letter dated February 7, 2005, Visteon sent the Debtors a
$650,615 reclamation demand.  Visteon, however, has not provided
certain additional document to substantiate its Reclamation
Claim.  As a result, the Debtors are unable to determine whether
the amounts that Visteon deducted from the Checks included any
portion of Visteon's Reclamation Claim.

The Debtors ask the Court to prohibit Visteon from effecting a
set-off of any amounts due and owing between the parties until:

   (1) the amounts of the Visteon Prepetition Debt and Debtors'
       Prepetition Debt, including any amounts that Visteon has
       deducted from the Checks that it had previously asserted
       in the Reclamation Claim, are reconciled and fixed by
       agreement between the parties or by Court Order; and

   (2) Visteon remits a $714,639 payment to the Debtors.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer, including  
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,  
Toyota, Volkswagen and Volvo.  Products include body structures  
and assemblies, lower vehicle frames and structures, chassis  
modules and systems, and suspension components.  The Company and  
25 of its debtor-affiliates filed voluntary chapter 11 petitions  
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-  
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup  
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000)


URS CORP: Launching Tender Offer for 11-1/2% Senior Notes
---------------------------------------------------------
URS Corporation (NYSE:URS) is commencing a tender offer to
purchase, for cash, any and all of its outstanding $130 million
aggregate principal amount of 11-1/2% Senior Notes Due 2009.  The
purchase price for each $1,000 principal amount of 11-1/2% Notes
validly tendered and accepted for purchase will be determined by
the yield to the earliest redemption date of the 11-1/2% Notes of
a fixed spread of 50 basis points (0.50%) over the yield to
maturity of the 2.5% U.S. Treasury Note due Sept. 30, 2006, as
calculated on June 15, 2005.  

The total estimated consideration to acquire all outstanding
11-1/2% Notes, based upon such yield as of May 31, 2005, and an
assumed date of purchase of June 30, 2005, is approximately
$148.4 million, or $1,141.90 per $1,000 principal amount of
11-1/2% Notes, including a consent payment of $30.00 per $1,000
principal amount of 11-1/2% Notes payable only to holders who
tender their 11-1/2% Notes and deliver their consents to the
proposed amendments to the indenture for the 11 1/2% Notes on or
prior to June 14, 2005.  

The proposed amendments would eliminate from the indenture
substantially all of the restrictive covenants and certain events
of default and related provisions.  Holders who tender their
11-1/2% Notes after June 14, 2005, and prior to the expiration
date for the Note Repurchase on June 29, 2005, will be entitled to
receive the total consideration less the consent payment.  Holders
whose 11-1/2% Notes are repurchased also will be paid accrued and
unpaid interest on the 11-1/2% Notes.

The Company intends to fund the Note Repurchase with proceeds from
a proposed public offering of 3.69 million shares of common stock,
together with available cash and borrowings, if necessary.
Assuming all 11-1/2% Notes are tendered and accepted by the
Company at the offer price, the Company will recognize a charge,
net of income taxes, of approximately $16.2 million in the second
quarter of fiscal 2005.

The terms and conditions of the Note Repurchase will be set forth
in the Company's Offer to Purchase and Consent Solicitation
Statement, which will be distributed to the holders of the 11-1/2%
Notes on June 1, 2005.  Subject to applicable law, the Company
may, in its sole discretion, waive any condition applicable to the
Note Repurchase or extend or terminate or otherwise amend the Note
Repurchase.  The consummation of the Note Repurchase is subject to
certain conditions, including the successful completion of the
Company's proposed common stock offering, the tender of at least
two-thirds of the outstanding principal amount of 11-1/2% Notes
and the receipt of waivers under the Company's existing senior
credit facility or the refinancing of that facility to permit it
to consummate the Note Repurchase, all as fully described in the
Offer to Purchase.

Credit Suisse First Boston LLC will act as dealer manager and
solicitation agent for the Note Repurchase and the consent
solicitation, and Georgeson Shareholder Communications Inc.
("Georgeson") will be the information agent.  Information
concerning the calculation of the purchase price of the 11 1/2%
Notes will be available from Credit Suisse at: (800) 820-1653
(toll free) or (212) 440-8474 (call collect).  Requests for
assistance or additional sets of the offering materials may be
directed to Georgeson at the following numbers: (800) 223-2064
(toll free) or (212) 440-9915 (call collect).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of an offer to sell
securities, with respect to any 11-1/2% Note.  The tender offer
may only be made pursuant to the terms of the Offer to Purchase
and the accompanying Consent and Letter of Transmittal.  Each
holder of the 11-1/2% Notes should read the Offer to Purchase and
the Letter of Transmittal when it receives them, as they contain
important information.  Copies of the Offer to Purchase, Letter of
Transmittal and related documents may be obtained from the
information agent.

None of the Company, the dealer manager and solicitation agent,
the information agent or the trustee under the indenture pursuant
to which the 11-1/2% Notes were issued makes any recommendation in
connection with the Note Repurchase or the consent solicitation.

                         Equity Offering

The Company is filing a preliminary prospectus supplement with the
Securities and Exchange Commission relating to a proposed public
offering of 3.69 million shares of common stock.  The Company
intends to use the net proceeds from this offering, together with
available cash and borrowings, if necessary, to fund the Note
Repurchase.

The offering will be led by Morgan Stanley and Merrill Lynch & Co.
as joint book-running managers.  Credit Suisse First Boston,
Lehman Brothers, UBS Investment Bank, D.A. Davidson & Co. and
Morgan Joseph & Co. Inc. will be co-managers for the offering.  
The Company will grant the underwriters an option to purchase up
to 369,000 shares from the Company to cover over-allotments, if
any.

A copy of the preliminary prospectus supplement and prospectus
relating to the offering may be obtained from Morgan Stanley,
Prospectus Department, 1585 Broadway, New York, N.Y. 10036 and
Merrill Lynch & Co., 4 World Financial Center, New York, N.Y.
10080.  These documents are being filed with the Securities and
Exchange Commission and will be available over the Internet at the
SEC's web site at http://www.sec.gov/

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and is
effective.  This announcement shall not constitute an offer to
sell, or the solicitation of an offer to buy, nor shall there be
any offer of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any
such jurisdiction.

URS Corporation -- http://www.urscorp.com/-- offers a   
comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction
management, and operations and maintenance services for surface
transportation, air transportation, rail transportation,
industrial process, facilities and logistics support,
water/wastewater treatment, hazardous waste management and
military platforms support.  Headquartered in San Francisco, the
Company operates in more than 20 countries with approximately
27,000 employees providing engineering and technical services to
federal, state and local governmental agencies as well as private
clients in the chemical, manufacturing, pharmaceutical, forest
products, mining, oil and gas, and utilities industries.

                          *     *     *

URS Corporation's 11-1/2% senior notes due 2009 carry Moody's
Investors Service and Standard & Poor's single-B ratings since
2003.


URS CORP: Plans to Enter Into New $650 Million Senior Credit Pact
-----------------------------------------------------------------
URS Corporation (NYSE:URS) intends to enter into a new
$650 million senior credit facility, which will provide a $350
million term loan and a $300 million revolving line of credit.  
The Company expects that the new credit facility will be completed
on or about July 1, 2005.

The Company intends to use the proceeds from the facility to repay
and terminate its existing $675 million senior secured credit
facility, with the remaining proceeds to be available for working
capital and for other corporate purposes.  It is currently
anticipated that the term loan will be fully funded at closing and
the revolving line of credit will be available at closing.

URS Corporation -- http://www.urscorp.com/-- offers a   
comprehensive range of professional planning and design, systems
engineering and technical assistance, program and construction
management, and operations and maintenance services for surface
transportation, air transportation, rail transportation,
industrial process, facilities and logistics support,
water/wastewater treatment, hazardous waste management and
military platforms support.  Headquartered in San Francisco, the
Company operates in more than 20 countries with approximately
27,000 employees providing engineering and technical services to
federal, state and local governmental agencies as well as private
clients in the chemical, manufacturing, pharmaceutical, forest
products, mining, oil and gas, and utilities industries.

                          *     *     *

URS Corporation's 11-1/2% senior notes due 2009 carry Moody's
Investors Service and Standard & Poor's single-B ratings since
2003.


US AIRWAYS: Gets Court Approval to Solicit Investment Proposals
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 24, 2005, US
Airways, Inc., and its debtor-affiliates asked the United States
Bankruptcy Court for the Eastern District of Virginia to approve:

  a) the procedures to consider plan funding proposals;

  b) the procedures for providing notice of competing offers; and

  c) approve the break-up fees.

                    Plan Proposal Procedures

Any person or entity who wants to submit a competing proposal
must satisfy these requirements:

(A) Eligibility

     1) Confidentiality: Any Competing Plan Sponsor must execute
        a confidentiality agreement.

     2) Disclosure: Any Competing Plan Sponsor must disclose to
        the Debtors:

            (a) all participants providing funding;

            (b) the amount, source, and type of funding;

            (c) the identity of any entity who will participate
                without providing funding; and

            (d) the principals of each entity that will
                participate in the Competing Plan Sponsor's
                proposal.

     3) Deposit: Any Competing Plan Sponsor must either:

            (a) make a $25,000,000 cash deposit at submission,
                which will be held in an escrow account; or

            (b) provide a $25,000,000 irrevocable letter of
                credit for the benefit of the Debtors issued by
                an acceptable financial institution.

     4) Capacity to Consummate Transaction: Any Competing Plan
        Sponsor must demonstrate the financial, legal, and
        managerial capacity to consummate a transaction.

(B) Requirements

     1) Proponent: The proposal must be submitted by a Qualified
        Competing Plan Sponsor.

     2) How and When: The proposal must:

            (a) be in writing;

            (b) include a cover letter summarizing the material
                provisions;

            (c) include the proposed form of the primary
                documents, like the investment agreements, asset
                purchase agreements a merger agreement; and

            (d) be submitted by 5:00 p.m. eastern time, 30 days
                after approval of the Plan Proposal Procedures,
                to the Debtors:

                     Bruce Lakefield
                     Chief Executive Officer
                     US Airways Group, Inc.
                     2345 Crystal Drive
                     Arlington, Virginia 22227

                     John E. Luth
                     President and CEO
                     Seabury Securities LLC
                     540 Madison Avenue, 17th Floor
                     New York, New York 10022

                     Brian P. Leitch
                     Arnold & Porter LLP
                     370 Seventeenth Street, Suite 4500
                     Denver, Colorado 80202

                to America West:

                     Douglas Parker
                     Chief Executive Officer
                     America West Holding Corporation
                     111 West Rio Salado Parkway
                     Tempe, AZ 85281

                     Timothy R. Pohl
                     Skadden, Arps, Slate, Meagher & Flom LLP
                     333 West Wacker Drive
                     Chicago, Illinois 60606

                to the Official Committee of Unsecured
                Creditors:

                     Scott L. Hazan
                     Otterbourg, Steindler, Houston & Rosen P.C.
                     230 Park Avenue
                     New York, New York 10169

     3) Comprehensive Plan: The proposal must have funding and a
        mechanism to facilitate confirmation and implementation
        of a plan with treatment for each creditor class,
        including general unsecured creditors, the Pension
        Benefit Guaranty Corporation, the Air Transportation
        Stabilization Board, General Electric Company and General
        Electric Capital Corporation, and aircraft financiers.

        Asset sale proposals under Section 363 of the Bankruptcy
        Code must:

            (a) identify the assets to be sold;

            (b) state the purchaser and the terms of sale;

            (c) demonstrate that the purchaser can close the
                transaction;

            (d) disclose the impacts that the asset sales will
                have on the Debtors' principal stakeholders,
                including employees and creditors; and

            (e) disclose the impacts on the amount and status of
                the claims.

     4) Fees and Expenses: The proposal cannot require a break-up
        fee, termination fee, other fee or expense reimbursement.

     5) Treatment of Plan Investors: The proposal must identify
        the treatment for the agreements between the Debtors and
        the Plan Investors.

     6) Cash Investment: The proposal must specify the amount and
        the sources of cash to be invested in the Debtors.

     7) Feasibility: The proposal must include evidence of
        feasibility, including financial capacity of the
        proponent, and likelihood that the proposal will obtain
        antitrust or other regulatory approvals.

(C) Selection

     1) No Qualified Competing Plan Proposals: If there are no
        Qualified Competing Plan Proposals, the Debtors will
        seek confirmation of a Plan implementing the Merger
        Agreement and Investment Agreements.

     2) Best and Final Proposals/Auction: If Qualified Competing
        Plan Proposals are received by the deadline, the Plan
        Sponsor will submit its Best and Final Qualified Bids.
        In the alternative, the Debtors may hold an auction,
        after giving notice to America West and the Plan
        Investors.

     3) Determination of Winner: The winner will be selected by
        the Debtors' Board of Directors, after consultation with
        the Committee's Professionals.

     4) Approval Hearing: The Debtors will ask the Court to
        schedule a hearing on approval of the Debtors' selection
        of the best proposal.  Each of the Investment Agreements,
        which comprise part of the Approved Proposal, will be
        separately approved.  If no Qualified Competing Plan
        Proposal is received by the Qualified Competing Plan
        Proposal Deadline, or if no proposal is approved by the
        Court by the Approval Deadline, the America West Merger
        Agreement and related Investment Agreements will
        automatically be deemed approved without any further
        action by the Court or any other party.

                           Objections

(1) ALPA

The Air Line Pilots Association, International, is party to
collective bargaining agreements with both US Airways Group,
Inc., and America West Airlines.  According to Richard M.
Seltzer, Esq., at Cohen, Weiss & Simon, in New York City, the
Merger Agreement does not recognize certain provisions of the
collective bargaining agreements, including rights and
protections for job security, scope, merger and successorship
transactions, membership on the Debtors' Board of Directors,
equity participation and profit sharing.  Mr. Seltzer wants to
make sure that the Court reserves all the ALPA's rights under the
collective bargaining agreements.  

Mr. Seltzer says that part of the Notice Procedures constitute an
injunction.  Specifically, if the Merger Agreement becomes the
Approved Proposal:

  (1) persons would be enjoined from taking any action to
      prevent, interfere with, or otherwise enjoin consummation
      of the transactions contemplated in accordance with the
      Merger Agreement; and

  (2) the Plan Investors and America West can seek an injunction
      from the Court to enforce the Investment Agreements and
      certain provisions of the Merger Agreement, all prior to
      any confirmation by the Court of a plan of reorganization
      incorporating those agreements.

According to Mr. Seltzer, the procedures could be interpreted to
enjoin the ALPA from enforcing its rights under the collective
bargaining agreements or from taking any position or action in
regards to the Merger Agreement and the Investment Agreements.

Mr. Seltzer contends that the provisions should be stricken.  
There is no legal basis for the injunction.  The Debtors have not
provided proof of irreparable harm to justify the request for
extraordinary injunctive relief.  The Debtors failed to cite any
statute, rule, precedent or legal analysis to support "such all-
embracing relief."  The ALPA asks Judge Mitchell to make sure
that parties can protect their rights within the context of the
Merger Agreement.

(2) The PBGC

Jeffrey B. Cohen, Esq., Chief Counsel at the Pension Benefit
Guaranty Corporation, in Washington, D.C., says that the PBGC
supports the Debtors' exit from Chapter 11, but it has not had
adequate time to evaluate the merger.  The Merger Agreement and
the Investment Agreements contain numerous terms and provisions
that should receive detailed scrutiny by creditors, the PBGC and
the Court.  The parties have only had a week to study the merger
and its documentation.  As a result, the PBGC needs more time to
analyze and evaluate the impact of the proposed merger.  

Mr. Cohen argues that there is an ambiguity in the merger
documentation.  The Merger Agreement provides that America West's
obligations under the merger will be effected when this condition
is waived or satisfied:

     "Immediately prior to the Effective Time there shall not
     exist more than $5,000,000 of administrative claims
     (including contingent liabilities) arising out of or
     related to (i) any [US Airways] Compensation and Benefit
     Plan that is subject to Section 302 of ERISA or Section
     412 of the [Internal Revenue] Code, other than any claims
     relating to amounts incurred in the ordinary course of
     [US Airways'] business including, but not limited to,
     plan contributions or (ii) any [US Airways] Compensation
     and Benefit Plan not listed in Section 3.2(i)(i) of the
     [US Airways] Disclosure Letter."

The PBGC has administrative claims in excess of $5,000,000.  
According to Mr. Cohen, it is not clear from the Merger Agreement
whether the PBGC's administrative claims are "carved-out" of the
closing condition.  The Court should ensure that the Merger
Agreement does not prejudice the PBGC's rights to administrative
claims.

Mr. Cohen argues that the break-up fees are impermissible and
anti-competitive.  The Debtors have not demonstrated that the
break-up fees, at 3% of transaction value for the Plan Investors,
are appropriate.  There is no evidence that the Plan Investors'
participation will stimulate the interest of other potential
investors.  The Investment Agreements represent fungible new
equity capital that could be obtained from multiple alternative
sources.  Given the availability of cash in the credit and
investment markets today, there are countless parties who would
have served as Plan Investors.  With alternative capital
providers at hand, the break-up fees in favor of the Plan
Investors are an unnecessary waste of estate assets.

The Court should not sanction break-up fees, even to America
West, if the Court determines at plan confirmation that the
liquidation of these estates is preferred to the proposed merger
transaction.  In that case, the proposed transaction will serve  
no benefit to these estates and the very reason for the break-up
fees will have vanished, Mr. Cohen states.

                    Wellington Gets On Board

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
informs Judge Mitchell that the Debtors have procured an
additional $150,000,000 equity investment commitment from
Wellington Management Company, LLP, of Boston, Massachusetts.  
The Wellington Investment will become part of the Debtors' plan
funding proposal, which includes the Merger Agreement, and the
ACE, Par, Peninsula and Eastshore Investment Agreements.  

The Wellington Investment Agreement differs from the Other
Investment Agreements in these respects:

  (1) Per Share Purchase Price: Wellington will purchase new
      common stock at $16.50 per share, compared to $15.00 per
      share for the Other Investors;

  (2) Board Representation: Wellington will not be entitled to
      designate a director to the Reorganized Debtors' Board of
      Directors;

  (3) Break-Up Fee: Wellington will not be entitled to a break-up
      fee; and

  (4) Expense Reimbursement: The Debtors will reimburse
      Wellington for expenses related to the Wellington
      Investment, capped at $150,000, plus filing fees under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Under the Wellington Investment, these parties will provide
equity funding:

       Name                   Shares   $ Per Share   Total Amount
       ----                   ------   -----------   ------------
Vanguard Windsor Fund      1,861,700      $16.50      $30,718,050
Vanguard Explorer Fund       703,300       16.50       11,604,450
American Bar Assoc.           25,200       16.50          415,800
Hartford Capital           2,538,600       16.50       41,886,900
Bay Pond Partners             74,500       16.50        1,229,250
Hartford Capital Fund      2,327,100       16.50       38,397,150
WTC-CTF Small Cap 2000        41,600       16.50          686,400
McKesson HBOC Profit Plan      8,000       16.50          132,000
WTC-CIF Small Cap 2000        90,000       16.50        1,485,000
Building Trades Pension       13,200       16.50          217,800
WTC-CIF II Small Cap         146,800       16.50        2,422,200
WTC-CIF Opportunities        120,300       16.50        1,984,950
Hartford-Fortis Value Fund    66,000       16.50        1,089,000
Hartford HLS Series Fund     179,400       16.50        2,960,100
Vanguard Capital Fund        224,200       16.50        3,699,300
MassMutual Small Cap          93,500       16.50        1,542,750
MML Small Cap Growth          10,500       16.50          173,250
North Carolina Treasurer     165,000       16.50        2,725,800
WTC-CTF Opportunities        142,000       16.50        2,343,000
LICR Fund                     26,000       16.50          429,000
Mississippi Retiree Fund     135,600       16.50        2,237,400
Commonfund All Cap Equity     98,200       16.50        1,620,300
                           ---------                 ------------
Total                      9,090,900                 $149,999,850
                           =========                 ============

                          *     *     *

Judge Mitchell authorizes the Debtors to solicit investments
proposals.  Potential investors may submit competing offers until
June 30, 2005.

The $15 million Break-Up Fee provision is approved.

Judge Mitchell strikes the language that:

   -- enjoins persons from taking any action to interfere with
      the consummation of the merger transaction; and

   -- allows the Plan Investors and America West to seek an
      injunction from the Court to enforce the Investment
      Agreements and certain provisions of the Merger Agreement.

The Court will convene a hearing July 7, 2005, at 9:30 a.m. to
consider final approval of the Debtors' request.

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


VILLAS AT HACIENDA: Court Okays Lawrence Rollin as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave The
Villas at Hacienda del Sol, Inc., permission to employ Lawrence S.
Rollin from Chandler & Udall, L.L.P., as its special counsel.

Mr. Rollin has represented the Debtor in its real estate issues
prior to the Debtor's chapter 11 filing.

The Debtor did not disclose how much they'll pay Mr. Rollin or
his Firm.  Mr. Rollin informs the Court that no arrangements
have been made to share the amount of his compensation with any
person other than himself and the members of his firm.

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

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter   
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it reported estimated assets and liabilities
ranging from $10 million to $50 million.


WATTSHEALTH FOUNDATION: Case Summary & 22 Largest Creditors
-----------------------------------------------------------
Debtor: WATTSHealth Foundation, Inc.
        dba UHP Healthcare
        3405 West Imperial Highway, Suite 304
        Inglewood, Cailfornia 90303

Bankruptcy Case No.: 05-22627

Type of Business: The Debtor provides comprehensive medical and  
                  dental services for Commercial, Medi-Cal and
                  Medicare members in the Greater Southern
                  California area.

Chapter 11 Petition Date: May 31, 2005

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Gary E. Klausner, Esq.
                  Stutman Treister & Glatt
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, California 90067
                  Tel: (310) 228-5600

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 22 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Centinela Hospital Medical    Medical Claim           $4,556,802
Center
555 East Hardy Street
Inglewood, CA 90301

Garfield Medical Center       Medical Claim           $1,041,699
18321 Clark Street
Tarzana, CA 91356

Encino Medical Center         Medical Claim             $984,942
18321 Clark Street
Tarzana, CA 91356  

Orange Coast Memorial         Medical Claim             $914,810
9920 Talbert Avenue
Fountain Valley, CA 92708

Anaheim Memorial Hospital     Medical Claim             $857,371
1111 W. La Palma Avenue
Anaheim, CA 92801-2881

St. Bernadine Medical Center  Medical Claim             $705,770
2101 N. Waterman Avenue
San Bernardino, CA 92404

California Hospital Medical   Medical Claim             $692,316
Center
1401 South Grand Avenue
Los Angeles, CA 90074

Brotman Medical Center        Medical Claim             $684,074
P.O. Box 31001-0513
Pasadena, CA 91110-0513

Long Beach Memorial Medical   Medical Claim             $636,435
Center
2801 Atlantic Avenue
Long Beach, CA 90806

Good Samaritan Hospital       Medical Claim             $549,435
File 53289
Los Angeles, CA 90074-3289

Cedars Sinai Medical Center   Medical Claim             $465,824
P.O. Box 512480
Los Angeles, CA 90051-0480

Hollywood Presbyterian        Medical Claim             $447,764
Hospital
P.O. Box 31001-0621
Pasadena, CA 91110-0621

WattsHealth Care Corp.        Medical Claim             $442,399
10300 Compton Street
Compton, CA 90002

USC University Hospital       Medical Claim             $399,772
1500 San Pablo
Los Angeles, CA 90033

LAC King/Drew Medical Center  Medical Claim             $368,802
P.O. Box 512897
Los Angeles, CA 90051

UCLA Medical Center           Medical Claim             $331,907
10920 Wilshire Boulevard
Los Angeles, CA 90024

St. Mary's Medical Center     Medical Claim             $328,670
1050 Linden Avenue
Long Beach, CA 90813

St. Vincent Medical Center    Medical Claim             $326,616
2131 West 3rd Street
Los Angeles, CA 90057

Fountain Valley Regional      Medical Claim             $319,865
P.O. Box 31001-0537
Pasadena, CA 91110-0537

Community Hospital of San     Medical Claim             $300,935
Bernardo
File #55679
Los Angeles, CA 90074-5679

Monterey Park Hospital        Medical Claim             $286,518
900 S. Atlantic Boulevard
Monterey Park, CA 91110

Development Specialist, Inc.  Obligation under           Unknown
333 South Grand Avenue        creditors trust
Suite 2010                    agreement
Los Angeles, CA 90071


WINN-DIXIE: Employs KPMG as Accountants
---------------------------------------
As a public company, Winn-Dixie Stores, Inc., is required by
securities laws to be the subject of regular auditing.  For many
years, Winn-Dixie has selected KPMG LLP to handle its auditing
and accounting needs.  Pursuant to Section 327(a) of the
Bankruptcy Code, Winn-Dixie Stores, Inc., and its debtor-
affiliates sought and obtained authority from the U.S. Bankruptcy
Court for the Middle District of Florida to continue to employ
KPMG as their auditors and accountants during their Chapter 11
cases.  KPMG also has provided tax advisory services to the
Debtors for many years.

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, tells Judge Drain that the Debtors selected KPMG as their
auditors, accountants and tax advisors because of the firm's
extensive knowledge of their businesses, general experience and
recognized expertise in the fields of auditing and accounting
services and tax advisory services.  The Debtors believe that
KPMG is both well qualified and uniquely able to assist them in
their Chapter 11 cases and in other matters in a most efficient
and timely manner.

KPMG will provide these services to the Debtors:

    (a) Accounting, Auditing & Risk Advisory Services

         1. Audit/Review of annual/quarterly financial statements
            required to be filed with the Securities and Exchange
            Commission;

         2. Analysis of accounting issues and advice to the
            Debtors' management regarding the proper accounting
            treatment of events;

         3. Read and comment on the Debtors' documents, if any,
            required to be filed with the Securities and Exchange
            Commission;

         4. Audit of the financial statements of the Debtors'
            Employee Benefit Plans as required by the Employee
            Retirement Income Security Act;

         5. Audit of the Debtors' Internal Control Over Financial
            Reporting (ICOFR) in accordance with management's
            responsibilities under Section 404 of the Sarbanes-
            Oxley Act of 2002;

         6. Review of bankruptcy accounting procedures as required
            by the Bankruptcy Code and generally accepted
            accounting principles, including, but not limited to,
            Statement of Position 90-7;

         7. Review of reports or filings as required by the
            Bankruptcy Court or the Office of the United States
            Trustee including monthly operating reports;

    (b) Tax Advisory Services

         8. Review of and assistance in the preparation and filing
            of any tax returns;

         9. Advice and assistance to the Debtors regarding tax
            planning issues, including, but not limited to,
            assistance in estimating net operating loss
            carryforwards, international taxes, and state and
            local taxes;

        10. Assistance regarding transaction taxes, state and
            local sales, and use taxes;

        11. Assistance regarding tax matters related to the
            Debtors' pension plans;

        12. Assistance regarding real and personal property tax
            matters, including, but not limited to, review of real
            and personal property tax records, negotiation of
            values with appraisal authorities, preparation and
            presentation of appeals to local taxing jurisdictions,
            and assistance in litigation of property tax appeals;

        13. Assistance regarding any existing or future Internal
            Revenue Service, state and/or local tax examinations;

        14. Advice and assistance on the tax consequences of
            proposed plans of reorganization, including, but not
            limited to, assistance in the preparation of IRS
            ruling requests regarding the future tax consequences
            of alternative reorganization structures; and

        15. Other consulting, advice, research, planning or
            analysis regarding tax issues as may be requested from
            time to time.

The Debtors will pay KPMG pursuant to the firm's customary hourly
rates:

      Partners                                  $600 to $700
      Directors, Senior Managers, Managers      $425 to $625
      Senior Accountants and Staff Accountants  $220 to $375
      Paraprofessionals                         $100 to $150

According to Travis Storey, a partner at KPMG, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Storey discloses that KPMG is not a creditor of the Debtors.
Since January 1, 2004, the Debtors have paid KPMG LLP $1,785,498
in fees for services rendered and expenses incurred.  As of the
Petition Date, Mr. Storey relates, KPMG was not owed any amounts
for services rendered to the Debtors.  On February 21, 2005, KPMG
LLP received a $500,000 advance payment retainer from the
Debtors.  The full amount of the retainer is available to be
applied against fees and expenses relating to services rendered
by KPMG LLP postpetition, Mr. Storey says.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food  
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Employs PricewaterhouseCoopers as Auditors
------------------------------------------------------
To help ensure compliance with Section 404 of the Sarbanes-Oxley
Act, Winn-Dixie Stores, Inc., and its debtor-affiliates require
the services of various professionals.  In this vein, prior to
filing the chapter 11 petition, the Debtors engaged
PricewaterhouseCoopers LLP to provide documentation and testing
services necessary for the Debtors to meet the requirements of
Section 404 and, as necessary, other internal auditing services.
The Debtors selected PwC to because of its national reputation
and expertise.

The Debtors sought and obtained authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ PwC, nunc pro
tunc to the Petition Date.

The Debtors employ PwC pursuant to an Internal Audit Master
Professional Services Agreement dated August 30, 2004.  The scope
of the services and internal audit projects that PwC conducts are
defined in periodic attachments to the Master Agreement, known as
Statements of Work.  Seven SOWs have been executed since the
Master Agreement was entered into, of which five -- SOW Nos. 3
through 7 -- remain active.  SOW Nos. 3 through 7 relate to
internal auditing services provided by PwC in support of Winn-
Dixie's compliance efforts in the areas of entity level internal
controls over financial reporting, PeopleSoft application
security controls, PeopleSoft application controls, and general
computer controls.

PwC has worked closely with the Debtors' Sarbanes-Oxley project
team and internal audit staff, and has become familiar with the
Debtors' business and its systems and controls.  Thus, PwC has
the necessary background and capability to deal effectively with
internal audit, control and risk assessment issues and other
potential issues and problems that may arise in the future course
of its work and projects with the Debtors.  Moreover, given its
expertise and the institutional knowledge it has acquired
regarding the Debtors' business, systems and controls, PwC is
uniquely qualified to provide the services needed by the Debtors.

The Debtors have also employed the services of CFO Services in
connection with their compliance under Section 404.  The Debtors
assure the Court that PwC's tasks will not be duplicative of the
services provided by CFO Services.  PwC will focus on the
Debtors' overall governance controls and information technology
controls while CFO Services will focus on the Debtors' accounting
processes.  Moreover, PwC will consult with the Debtors and, as
necessary, the Debtors' professionals to ensure that there will
be no duplication of services provided.

The Debtors will pay PwC based on the firm's standard hourly
rates:

         Designation                    Hourly Rates
         -----------                    ------------
         Partners                       $325 to $500
         Directors/Senior Managers      $275 to $375
         Managers                       $200 to $350
         Senior Associates/Associates   $175 to $250

Elizabeth Dantin, a partner at PwC, assures the Court that PwC is
a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.  Ms. Dantin believes that the
firm holds no adverse interest against the Debtors or other
parties-in-interest.

Furthermore, Ms. Dantin discloses that during the 90 days prior
to the Petition Date, PwC received $42,295 from the Debtors for
professional services performed and expenses incurred.  As of the
Petition Date, PwC was owed $150,387 for services provided to the
Debtors and expenses incurred.  In the interest of continuing its
relationship with the Debtors and to meet the requirements of
disinterestedness under the Bankruptcy Code, PwC has agreed to
waive its prepetition claim.

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: Wants to Employ Bain as Consultants
-----------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ Bain & Company, Inc., nunc pro tunc to the Petition
Date, to provide finance group support services.

D. J. Baker, Esq., at Skadden, Arps, Meagher & Flom, LLP, in New
York, relates that for more than a year, Bain has been providing
ordinary course support services to the Debtors' internal finance
group, including company footprint planning and analysis, general
and administrative optimization, and inventory management.
Pursuant to Section 327(a) of the Bankruptcy Code, the Debtors
ask the Court to approve the continued retention of Bain to
provide those services.

Bain and its professionals staffing this project, as business and
strategic consultants, have extensive experience in providing the
types of services required by the Debtors' finance group not only
in the out-of-court context in which they served the Debtors
prior to the Petition Date but also inside reorganization
proceedings, Mr. Baker says.  Bain has an excellent reputation
for the services rendered, including services rendered to debtors
and creditors in Chapter 11 cases.

The Debtors want to continue the employ Bain to provide finance
group support services because of Bain's extensive knowledge of
the Debtors' businesses, its general experience and knowledge,
and its recognized expertise in the field of strategic,
organizational, operational and technological consulting.  The
Debtors believe that Bain is both well qualified and uniquely
able to provide the required services in the most efficient and
timely manner.

Bain will provide these services to the Debtors:

    (a) Company Footprint Planning and Analysis - Analysis of
        market potential, capital needs, operating economics, and
        competitive issues;

    (b) General and Administrative Optimization - Analysis related
        to the right-sized general and administrative level;
        staffing and organization recommendations; and

    (c) Inventory Management and Merchandising - Support services
        to ensure tracking of inventory initiatives and
        implementation and, as needed, projects to support
        merchandising efforts.

Mr. Baker explains that Bain does not, in the normal course, bill
its clients in hourly or daily increments.  Instead, its general
practice is to bill clients a flat monthly fee, which may be
inclusive of expenses or be in addition to expenses.  Bain also
does not, in the normal course of its billing practices, itemize
hours spent and expenses incurred on behalf of its clients.  As
part of the Agreement, Bain has agreed to accept a monthly flat
fee of $500,000 and to charge the Debtors 15% of professional
fees for out-of-pocket expenses, which will be reconciled to
actual expenses, in addition to reimbursement of outside
counsel's fees and expenses.

To the extent Bain's actual expenses are less than 15% of
professional fees, Bain will reimburse the Debtors for any excess
amounts.  To the extent Bain's actual expenses are greater than
15% of professional fees, Bain will seek reimbursement from the
Debtors for the extra amounts.  The Debtors will also reimburse
Bain for its outside counsel's fees and expenses incurred up to
$100,000, subject to increases as mutually agreed by the parties
and as approved by the Court.

Pratap C. Mukharji, a partner at Bain, assures Judge Drain that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


WIRE ROPE: Moody's Assigns B2 Rating to Proposed $165M Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$165 million secured (first lien on fixed assets) term loan
offered by Wire Rope Corporation of America, Inc. in connection
with an acquisition and refinancing.  Moody's also assigned the
company a B2 senior implied rating.  The rating outlook is stable.
This is the first time Moody's has rated WRCA.

WRCA is acquiring the stock of Aceros Camesa, S.A. de C.V., Camesa
Inc., and other affiliates for $116 million plus a working capital
adjustment.  WRCA is the largest producer of wire rope in North
America and Camesa is a leading Mexican producer of high-carbon
wire, wire rope, and electromechanical cables.  Term loan proceeds
and a portion of WRCA's new revolving credit facility will also be
used to:

   * refinance WRCA's existing debt;
  
   * to fund a $15 million distribution to WRCA's shareholders;
     and
   
   * to pay associated fees.

These ratings were assigned:

   * B2 to the proposed $165 million secured term loan due 2011;
     and

   * B2 senior implied rating.

The long-term ratings reflect the cyclicality of the industries
WRCA serves, a relatively small and slowly growing US and global
market for wire rope products, and intense global competition,
with imports accounting for about half of US wire rope
consumption.  These factors have led to the downsizing,
consolidation, and, in some cases, exit of North American wire
rope producers and helped push WRCA into Chapter 11 in 2002.  
While WRCA's turnaround since emerging from bankruptcy in 2003 has
been impressive, the contrast between recent strong results and
the longer history of declining sales and negligible operating
income makes Moody's cautious about the sustainability of the
company's improvement.  

This concern is heightened by the much higher leverage the company
will have following this:

   * refinancing;

   * ongoing cost pressures for raw materials,energy and freight;

   * the need to make higher-than-usual capital expenditures for
     several years;

   * the risks associated with the integration of Camesa; and

   * the potential for additional shareholder distributions.

The ratings are supported by the fundamental cost reductions and
efficiency improvements the new WRCA management team has achieved
over the last two years and anticipate that additional, though
perhaps modest, cost savings and margin improvement will be
realized from the integration of Camesa and WRCA.  Camesa will
diversify the company's product base by adding low cost
capabilities in general purpose wire rope and tire bead, as well
as specialized products such as prestressed concrete strand and
electromechanical cable.  Moody's notes that Camesa's financial
performance has been more stable than WRCA's.  Margins at both
companies have increased considerably over the last two years, as
the companies have been successful in raising selling prices by an
amount greater than steel costs, one factor that has helped propel
earnings to record levels.

Inherent in Moody's ratings is the belief that the current
industry environment and the company's recent financial results
will not endure.  On a pro forma basis, EBITDA for the 12 months
ended December 31, 2004, was $36.3 million (Moody's uses the LIFO
inventory method for reporting purchases and costs).  Our ratings
consider a decline to $25 - $30 million as a possibility.  Given
intense global competition, this level of EBITDA could, we
believe, persist if there was a severe downturn in the company's
key end-markets of mining, oil and gas, and construction, leading
to lower sales volumes and a decoupling of selling prices and raw
material costs.

WRCA's pro forma total debt will be $197.5 million and pro forma
2004 sales were $270 million.  Since emerging from Chapter 11 in
2003, WRCA had operated with approximately $40 million of debt and
capitalized leases, so the increased leverage is uncomfortably
large in proportion to pro forma revenue (73%) and EBITDA (5.4x).

Based on 2004 results, EBITDA to pro forma interest will be 1.7x.
Initially, Moody's expects interest expense and capex to be
$21 million and $8 million, respectively, and taxes and working
capital usage could be another $8 million, leading to breakeven
free cash flow if the $36 million of 2004 EBITDA is used as a
base.  This highlights the importance of WRCA effecting a smooth
integration of Camesa and rapid realization of synergies and cost
savings.  The company believes run-rate synergies in the first
year after the acquisition will be approximately $7 million.

The stable outlook reflects favorable current market dynamics,
adequate liquidity, WRCA's strong market position for highly
engineered and hard-to-manufacture wire rope, and the
manufacturing and marketing synergies stemming from the Camesa
acquisition.  The ratings or outlook could be favorably impacted
by debt reduction, market share gains, further cost reductions,
and evidence that recent results can be sustained throughout a
business cycle, exemplified by achieving a ratio of free cash flow
to debt of 7-8%.  Conversely, the ratings or outlook could be
pressured by a slippage in EBITDA below the $25 - $30 million
level, free cash flow to debt of less than 2%, deterioration of
liquidity, significant integration challenges at Camesa, or the
pursuit of additional debt-financed acquisitions.

The secured term loan was rated the same as the senior implied
rating due to the high proportion of total liabilities represented
by the term loan and the benefits provided by subsidiary
guarantees and a first-priority lien on all of the subsidiary
guarantors' fixed assets and a second-priority lien on domestic
inventory and accounts receivable.  Moody's has not been asked to
rate WRCA's proposed $45 million senior secured revolving credit
facility.  The credit facility is secured by a first lien on
inventory and accounts receivable and a second lien on the assets
securing the term loan.

At closing, the entire $45 million credit facility is expected to
be available.  Availability is governed by eligible accounts
receivable and domestic inventory.  The credit facility includes a
$15 million sublimit for letters of credit.  Unused initial
availability will be about $1.5 million after taking into account
drawings of $32.5 million and letter of credit usage of around
$11 million.  The credit facility matures in April 2008.

Following the Camesa acquisition, WRCA will be the largest wire
rope producer in the Western Hemisphere and a leading producer of
high-carbon steel wire in the US and Mexico.  It will own 8
manufacturing facilities in the US and Mexico and 12 distribution
centers.  WRCA is headquartered in St. Joseph, Missouri.


WODO LLC: Exclusive Plan Filing Period Intact Until Aug. 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
extended the period within which Wodo, LLC, has the exclusive
right to file a chapter 11 plan of reorganization to Aug. 16,
2005.  The Court also extends the Debtor's exclusive solicitation
period to Oct. 15, 2005.

The Debtor gave the Court three reasons why its exclusive periods
should be extended:

   a) In working towards reorganization, the Debtor's ongoing
      discussions with creditors have focused on two primary
      parties who can influence the most favorable transactions
      that will determine the framework of a proposed chapter 11
      plan, and the negotiations with other major creditors are
      still continuing;

   b) The Debtor's chapter 11 case is large and complex, involving
      a substantial number of parcels of real property facing
      numerous issues to be addressed necessary for development a
      proposed chapter 11plan; and

   c) The requested extension is in the best interest of the
      Debtor's estate and its creditors and is not an attempt to
      pressure those creditors into submitting to the Debtor's
      reorganization demands.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


WORLDCOM INC: Court Disallows & Expunges Shepherd & Goldfarb Claim
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter in   
August 17, 2004, WorldCom, Inc. and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Southern District of New York to
disallow and expunge Claim Nos. 17672, 17681 and 17682 in their
entirety because:

   (a) Messrs. Shepherd and Goldfarb did not file a proper class
       proof of claim; and

   (b) The proposed class proof of claim does not satisfy the
       requirements for class action treatment.  Messrs. Shepherd
       nor Goldfarb also haven't filed a request with the
       Bankruptcy Court seeking class certification.

In 2001, WorldCom, Inc. and its debtor-affiliates adopted a
uniform, neutral absenteeism policy providing that any employee
who exhausted all available leave time would be terminated after
the employee has not been actively at work for 18 weeks.  As a
result, Bruce Goldfarb and Davis Shepherd were discharged on
July 31, 2001 and December 7, 2001, because they exhausted their
available leave under the company policy and had not returned to
active work.

On January 22, 2003, Messrs. Shepherd and Goldfarb individually
filed Claim Nos. 17672 and 17682, and a purported class proof of
claim identified as Claim No. 17681, as representatives of a class
of similarly situated individuals.  Messrs. Shepherd and Goldfarb
asserted prepetition claims for $100,000 each and $40,000,000 for
the class.

The Claims are based on the allegations made in a prepetition
lawsuit against both the Debtors and the WorldCom Health and  
Welfare Benefits Plan filed by Messrs. Shepherd and Goldfarb in
the United States District Court for the Southern District of
Texas, Galveston Division.  Messrs. Shepherd and Goldfarb seek to
recover lost benefits, the cost of replacement benefits, back pay,
front pay, reinstatement, other unspecified remedies under
ERISA, injunctive relief, declaratory relief, attorneys' fees,
interest, and court costs.

*   *   *

The Court finds that David Shepard and Bruce Goldfarb filed class
proofs of claim before the Bar Date and therefore, their claims
are not time barred.

The Court notes that the Claimants do not deny that all but three
of the members of the putative class were provided with notice of
both the Debtors' Chapter 11 filing and of the Bar Date, and that
those members who did not receive actual notice were on
constructive notice of the bankruptcy filing and the Bar Date.  
The Claimants maintain that many of the putative class members did
not submit a claim because they did not know the legal theory for
which a claim could be based.

Judge Gonzalez is not convinced by the Claimants' arguments.  The
Court points out that the notice of the Bar Date is broad and
includes language to the effect that any present, future, existing
or possible claim must be filed with the Court.

The Court notes that the members of the putative class experienced
two direct adverse consequences due to the change in the Debtors'
policy: (i) their employment was terminated; and (ii) their health
coverage was cancelled.

"Such actions put the putative class members on notice that they
may have a claim against the Debtors even though they may not have
known the legal basis on which a claim may rest," Judge Gonzalez
says.  "Furthermore, not knowing the precise legal basis for a
claim is not an impediment for filing a proof of claim."

Thus, the Court finds that the putative class consists of only 27
members.

Judge Gonzalez further contends that the Claimants have failed to
meet the numerosity requirement, since there are fewer than 40
members in the putative class and joinder is practicable.

The Court finds that neither the Debtors nor the Claimants fully
briefed the requirements and consequences of an ERISA Section 510
claim.  Thus, the Court declines to rule on the ERISA Section 510
claim issue, and will schedule a status conference to establish a
briefing schedule regarding that issue.

Accordingly, Judge Gonzalez denies the Claimants' request to
certify the putative class.  The Court also disallows and expunges
Claim No. 17681.

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: En Pointe Asks Court for Summary Judgment
-------------------------------------------------------
En Pointe Technologies asks the U.S. Bankruptcy Court for the
Southern District of New York for summary judgment in its favor
and allow Claim No. 5954 in full.

Jacob J. Stettin, Esq., in Los Angeles, California, relates that
prior to the Petition Date, WorldCom, Inc., its debtor-affiliates
and En Pointe entered into a Master Agreement dated June 8, 1999,
where the Debtors purchased computer-related equipment from En
Pointe for more than $6 million.

On December 16, 2002, En Pointe filed Claim No. 5954 for
$334,593, representing the remaining balance for equipment that
the Debtors have not paid for.  The amount includes interest
accrued totaling $10,479.

Mr. Stettin contends that the Debtors have failed to provide any
evidence to controvert or reduce the allowable amount of Claim
No. 5954.  The Debtors have offered nothing to challenge the
Claim.

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)


X10 WIRELESS: Court Formally Closes Chapter 11 Case
---------------------------------------------------
U.S. Bankruptcy Court for the Western District of Washington
issued a final decree formally closing the bankruptcy proceeding
of X10 Wireless Technology, Inc.

The Debtor reports that its Plan of Reorganization has been
substantially consummated and that all monthly operating reports
have been filed.

Headquartered in Kent, Washington, X10 Wireless Technology, Inc.,
is an internet pop-up advertiser and offers an integrated suite of
affordable hardware and software products that provide powerful
and affordable wireless solutions for homes and small business.
The Company filed for chapter 11 petition on Oct. 21, 2003(Bankr.
W.D. Wash. Case No. 03-23561).  Danial D. Pharris, Esq., and
Nadine R. Weiskopf, Esq., at Lasher Holzapfel Sperry & Ebberson,
P.L.L.C., represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$10 million in assets and $50 million in debts.  The Court
confirmed the Debtor's Plan of Reorganization on Apr. 5, 2005.


* BOOK REVIEW: Charles F. Kettering:  A Biography
-------------------------------------------------
Author:     Thomas Alvin Boyd
Publisher:  Beard Books
Softcover:  280 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981335/internetbankrupt

Charles Kettering was born on a farm in northern Ohio in 1876.  He
once said, "I am enthusiastic about being an American because I
came from the hills in Ohio.  I was a hillbilly.  I didn't know at
that time that I was an underprivileged person because I had to
drive the cows through the frosty grass and stand in a nice warm
spot where a cow had lain to warm my (bare) feet.  I thought that
was wonderful.  I walked three miles to the high school in a
little village and I thought that was wonderful, too.  I thought
of all that as opportunity.  I didn't know you had to have money.  
I didn't know you had to have all these luxuries that we want
everybody to have today."

Charles Kettering is the embodiment of the American success story.  
He was a farmer, schoolteacher, mechanic, engineer, scientist,
inventor and social philosopher.  He faced adversity in the form
of poor eyesight that plagued him all his life.  He was forced to
drop out of college twice due to his vision before completing his
electrical engineering degree.

Kettering went on to become a leading researcher for the U.S.
automotive industry.  His company, Dayton Engineering
Laboratories, Delco, was eventually sold to General Motors and
became the foundation for the General Motors Research Corporation
of which Kettering became vice president in 1920.  He is best
remembered for his invention of the all-electric starting,
ignition and lighting system for automobiles, which replaced the
crank.  It first appeared as standard equipment on the 1912
Cadillac.

Kettering held more than 300 patents ranging from a portable
lighting system, Freon, and a World War I "aerial torpedo," to a
device for the treatment of venereal disease and an incubator for
premature infants. He conceived the ideas of Duco paint and ethyl
gasoline, pursued the development of diesel engines and solar
energy, and was a pioneer in the application of magnetism to
medical diagnostic techniques.

This book shows the wisdom and common sense of Kettering's
approach to engineering and life.  It received favorable reviews
when was first published in 1957.  The New York Times called it an
"old-fashioned narrative biography, written in clean, straight-
line prose-no nuances, no overtones, .but with enough of
Kettering's philosophy and aphorisms, his tang and humor, to
convey his personality."  The New York Herald Tribune Book Review
said, "(t)his lively book is particularly successful in its
reflection of Kettering's restless, searching mind and tough
persistence."

Kettering once showed a passing tramp the "fun" of digging holes
properly and gave him a job.  The man, then promoted to foreman,
later told Kettering, "(i)f only years ago someone had taught me
how much fun it is to work, when a fellow tries to do good work, I
would never have become the bum I was."  Kettering once advised,
".whenever a new idea is laid on the table it is pushed at once
into the wastebasket. (i)f your idea is right, get to that
wastebasket before the janitor.  Dig your idea out and lay it back
on the table.  Do that again and again and again.  And after you
have persisted for three or four years, people will say 'Why, it
does begin to look as through there is something to that after
all.'"

Charles Kettering died on November 24, 1958.

Thomas Alvin Boyd was a chemical engineer and a member of Charles
Kettering's research staff for more than 30 years.

                          *********

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 ***