TCR_Public/050606.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, June 6, 2005, Vol. 9, No. 132      

                          Headlines

1301 CP AUSTIN: Taps Strasburger & Price as Bankruptcy Counsel
1301 CP AUSTIN: Gets Interim Okay to Use HUD's Cash Collateral
ADVANSTAR COMMS: Soliciting Consents to Amend Floating Rate Notes
AMERICAN REPROGRAPHICS: Moody's Lifts $86M Loan's Rating to Ba2
ANTONIO CHAMPION: Case Summary & 13 Largest Unsecured Creditors

ARGOSY GAMING: Penn National Sale Update Cues S&P to Retain Watch
ATA AIRLINES: Exclusive Plan Filing Period Extended to August 22
ATA AIRLINES: Appoints Francis Conway as Interim CFO
ATRIUM COS: U.S. Dist. Attorney Subpoena Cues S&P's Negative Watch
BANC OF AMERICA: Fitch Lowers $50M Class H Notes 3 Notches to BB-

BANC OF AMERICA: Property Devaluation Cues Fitch to Lower Ratings
BRASOTA: U.S. Trustee Picks 7 Creditors to Serve on Committee
BRASOTA INC: State Court Receiver Files Final Report
BROOKLYN HOME DIALYSIS: Voluntary Chapter 11 Case Summary
C-BASS: Moody's Reviews Class B-3 Certs. Rating & May Downgrade

CATHOLIC CHURCH: Court Allows Portland to Execute Easements
CF CAPITAL ASSETS: Case Summary & 20 Largest Unsecured Creditors
CHOICE COMMUNITIES: Wants Plan Filing Deadline Moved to Sept. 21
CLEARLY CANADIAN: Completes $5.7 Million of Equity Financing
COLLEGE PROPERTIES: Voluntary Chapter 11 Case Summary

COLLINS & AIKMAN: Hires John Boken as Chief Restructuring Officer
COLLINS & AIKMAN: Final DIP Financing Hearing on June 20
COLLINS & AIKMAN: Hires Sitrick as Communications Consultant
COMMERCIAL CAPITAL: Fitch Chips $17M Class G Notes a Notch to B-
COMMERCIAL MONEY: Court Okays $1 Mil. Ameriana Bancorp Settlement

CONTINENTAL AIRLINES: May 2005 Load Factor Up 4.7 Points From 2004
CONTRACTOR TECHNOLOGY: Look for Bankruptcy Schedules on June 15
CWMBS INC: Fitch Retains C Rating on Class B4 Certs.
DELTA AIR: Amends Credit Agreement with GE Capital Corp.
DLJ COMMERCIAL: Fitch Lifts $27M Class B-4 Certs. a Notch to BB+

EDWARD ARNOLD: Voluntary Chapter 11 Case Summary
ESTEBAN DEL VALLE: Case Summary & 17 Largest Unsecured Creditors
FARMLAND IND: Sues Pipeline Cos. for Breach of Utility Contract
FAYE PATTERSON: Case Summary & 3 Largest Unsecured Creditors
FERRO CORP: Poor Performance Prompts S&P to Lower Ratings

FIBERMARK INC: Court Revises Timing for Chapter 11 Process
FLINTKOTE COMPANY: Asbestos PI Committee Hires Legal Analysis
FRESH CHOICE: Investors to Sponsor Proposed Reorganization Plan
GLOBE-X MANAGEMENT LIMITED: Section 304 Petition Summary
GRANDE COMMS: Moody's Affirms $136M Sr. Sec. Notes' Junk Rating

GRAY TELEVISION: Moody's Rates New $400 Million Facilities at Ba1
HAYES LEMMERZ: Will Hold Stockholders Meeting on July 27
HIGH VOLTAGE: Committee Taps Lowenstein Sandler as Counsel
HORSEHEAD IND: Selling Unimproved Real Property for $3,000,000
HOTEL ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors

INDYMAC MBS: Fitch Affirms Low-B Ratings on Two Security Classes
J.E. GHILZON: Voluntary Chapter 11 Case Summary
JACOBS ELECTRICAL: Voluntary Chapter 11 Case Summary
JP MORGAN: Fitch Shaves $7.4M Class L Certs a Notch to B-
KB TOYS: Bankruptcy Court Approves Plan Funding Bidding Procedures

KB TOYS: Will Hold Plan Funding Auction on July 11
KAISER ALUMINUM: Exclusive Plan Filing Period Extended to June 30
KAISER ALUMINUM: Law Debenture & Liverpool Present New Argument
LAIDLAW INT'L: Moody's Rates Proposed $600 Million Debt at Ba2
LAIDLAW INT'L: Soliciting Consents to Amend 10.75% Senior Notes

LTX CORP: Inks New $60 Million Term Loan with Silicon Valley
MM&G ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors
MAGRUDER COLOR: Case Summary & 20 Largest Unsecured Creditors
MAJOR CONTRACTING: Voluntary Chapter 11 Case Summary
MARSULEX INC: Moody's Affirms $60.7M Sr. Subord. Notes' B2 Rating

METROPCS INC: Sr. Notes Offer Cues S&P to Withdraw Junk Ratings
METROPOLITAN MORTGAGE: Asset Decline Cues Fitch to Lower Ratings
MID-STATE RACEWAY: TrackPower Shareholders to Vote on Acquisition
MIRANT CORP: $2.35 Billion Exit Financing Proposal Draws Fire
MIRANT CORP: Gets Court Approval on Nine Settlement Agreements

MIRANT CORP: Bayerische Opposes Substantive Consolidation
MONADNOCK VIEW: Voluntary Chapter 11 Case Summary
MOUNT SINAI: Moody'a Affirms $664 Million Bond Rating at Ba1
NORVERGENCE INC: State Court Dismisses Unfair Trade Practices Suit
NUNET INC: Case Summary & 20 Largest Unsecured Creditors

OWENS CORNING: Selling Texas Asphalt Unit to Pelican for $3.15M
PARKVIEW APARTMENTS: Voluntary Chapter 11 Case Summary
PETROVIC CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
PNM RESOURCES: SEC Approves TNP Enterprises Acquisition
PRESIDENT CASINOS: Asset Sales Prompt Financial Filing Delay

PRESTWICK CHASE: Robert J. Rock Approved as Bankruptcy Counsel
PRESTWICK CHASE: APC Partners Objects to Use of Cash Collateral
RAMP CORP: Files for Chapter 11 Protection in S.D. New York
RAMP CORPORATION: Case Summary & 20 Largest Unsecured Creditors
RAMP CORP: Faces Possible Delisting Due to Reporting Delays

RECYCLED PAPERBOARD: Taps Keen to Dispose of Property in 363 Sale
SECURITY CAPITAL: Has Until June 30 to File Financial Statements
SENIOR CHOICE: Taps Thorp Reed as Bankruptcy Counsel
SENIOR CHOICE: Wants Access to Bondholders' Cash Collateral
SILGAN HOLDINGS: Moody's Rates Proposed $1 Bil. Facility at Ba3

SIRVA INC: Amends Receivable Sales Agreement with GECC & CIT
TELESYSTEM INT'L: Completes $3.5 Billion Asset Sale to Vodafone
TELESYSTEM INT'L: Common Shares Continue Trading on TSX
TELESYSTEM INT'L: Gets Final Court Nod on Plan of Arrangement
TRAVELCENTERS: S&P Rates Proposed $805 Mil. Credit Facility at BB

TRAVELCENTERS OF AMERICA: Launches Cash Tender Offer for Sr. Notes
U.S. ENERGY: Completes $18.8 Mil. Rocky Mountain Sale to Enterra
U.S. MICROBICS: Recurring Losses Trigger Going Concern Doubt
US AIRWAYS: Wants Exclusive Plan Period Stretched to June 30
USG CORP: Says Settlement Data Won't Predict Asbestos Liability

VENTURE HOLDINGS: Committee to Prosecute Adversary Proceedings
VERIFONE HOLDINGS: Apr. 30 Balance Sheet Upside Down by $120 Mil.
WILD ABOUT HARRY'S: Case Summary & 20 Largest Unsecured Creditors
WORLDCOM INC: Balks at Donald Hewitt's Motion to Lift Stay

* Alvarez & Marsal Hires Chuck Bedsole as Managing Director
* Construction Litigators Join Sheppard Mullin in San Francisco

* BOND PRICING: For the week of May 30 - June 3, 2005

                          *********

1301 CP AUSTIN: Taps Strasburger & Price as Bankruptcy Counsel
--------------------------------------------------------------          
1301 CP Austin, Ltd., asks the U.S. Bankruptcy Court for the
Western District of Texas for permission to employ Strasburger &
Price, LLP, as its general bankruptcy counsel.

Strasburger & Price is expected to:

   a) assist and advise the Debtor of its duties and obligations
      as a debtor-in-possession in the continued operation and
      management of its business and property;

   b) assist and advise the Debtor with its efforts to reorganize
      its business affairs and restructure its debts under chapter
      11; and

   c) provide all other legal services that necessary and
      appropriate in the Debtor's bankruptcy case.

Stephen A. Roberts, Esq., and Duane Brescia, Esq., are the lead
attorneys from Strasburger & Price performing services for the
Debtor.  Mr. Roberts charges $415 per hour and Mr. Brescia charges
$250 per hour.

Mr. Roberts reports Strasburger & Price's professionals bill:

      Designation            Hourly Rate
      ------------           -----------    
      Counsel                $150 - $525
      Legal Assistants        $75 - $185
      
Strasburger & Price assures the Court that it does not represent
any interest materially adverse to the Debtor or its estate.

Headquartered in West Palm Beach, Florida, 1301 CP Austin, Ltd. --
http://www.thecrossingplace.com/-- owns and operates several  
apartments located in Texas and Michigan.  The Company filed for
chapter 11 protection on May 12, 2005 (Bankr. W.D. Tex. Case No.
05-12719).  When the Debtor filed for protection from its
creditors, it estimated assets and debts of $10 million to
$50 million.


1301 CP AUSTIN: Gets Interim Okay to Use HUD's Cash Collateral
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the Western District of Texas gave
1301 CP Austin, Ltd., permission, on an interim basis, to use Cash
Collateral securing repayment of pre-petition obligations to the
United States Department of Housing and Urban Development.

The Debtor tells the Court that it operates a 348-unit apartment
located at 1301 Crossing Place, Austin, Texas.  That apartment
property was financed through an insured loan under rules and
regulations promulgated by the HUD.  

The insured loan was extended under Section 221(d)(4) of the
National Housing Act, with mortgage insurance provided by the
Federal Housing Administration of HUD. A Regulatory Agreement
between the Debtor and HUD limits annual distributions of net
operating receipts to surplus cash available at the end of each
year or semiannual period.  The Debtor is the maker of a
Promissory Note currently owned by HUD, payment for which is
secured by the property under a Deed of Trust.  

The Regulatory Agreement, the Promissory Note and the Deed of
Trust are collectively referred as the Loan Documents.  The rents
collected each month from the property constitute cash collateral
under Section 363(a) of the Bankruptcy Code.  That cash collateral
is the primary source of the Debtor's revenue.

The Debtor needs access to cash collateral securing repayment of
its secured loan to HUD to avoid immediate and irreparable harm to
its estate and pay its operating expenses incurred in the ordinary
course of business.

The Court granted the Debtor permission to use the cash collateral
on an interim basis for a 60-day period, from May 1, 2005, through
June 30, 2005, in strict compliance with a budget approved by the
Court.

A full-text copy of a three-page Monthly Budget is available at no
charge at:

       http://bankrupt.com/misc/1301CPAustinBudget.pdf

To adequately protect its interest, HUD is granted a first
priority mortgage lien on the Debtor's property and all liens
granted under the Court's Interim Order are deemed perfected.

The Court will convene a hearing at 1:30 p.m., on June 20, 2005,
to consider the Debtor's request to use the cash collateral on a
permanent basis.

Headquartered in West Palm Beach, Florida, 1301 CP Austin, Ltd. --
http://www.thecrossingplace.com/-- owns and operates several  
apartments located in Texas and Michigan.  The Company filed for
chapter 11 protection on May 12, 2005 (Bankr. W.D. Tex. Case No.
05-12719).  Stephen A. Roberts, Esq., and Duane Brescia, Esq., at
Strasburger & Price, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of $10 million to
$50 million.

                
ADVANSTAR COMMS: Soliciting Consents to Amend Floating Rate Notes
-----------------------------------------------------------------
Advanstar Communications Inc. commenced a cash tender offer for
its Second Priority Senior Secured Floating Rate Notes due 2008.
Pursuant to the terms and conditions of the offer, Advanstar will
purchase any and all of its outstanding Floating Rate Notes.  
Advanstar is also soliciting consents to proposed amendments to
the indenture governing the Floating Rate Notes that would
eliminate, with respect to the Floating Rate Notes only,
substantially all of the restrictive covenants and certain default
provisions in the indenture.  The proposed amendments would also
release the security interest in the collateral under the
indenture and security documents with respect to the Floating Rate
Notes.  The tender offer will expire at 5:00 p.m., New York City
time, on June 28, 2005, unless extended or terminated.

The tender offer and consent solicitation are being made solely
pursuant to an Offer to Purchase and Consent Solicitation
Statement dated May 31, 2005, and the related Consent and Letter
of Transmittal, which include a more comprehensive description of
the terms and conditions thereof.

Subject to the terms and conditions of the tender offer, the
purchase price for each $1,000 principal amount outstanding of
Floating Rate Notes validly tendered and accepted for purchase by
Advanstar will be $1,043.  Holders who tender their Floating Rate
Notes and deliver their consents prior to 5:00 p.m. on June 13,
2005, will also receive a consent payment of $30 per $1,000
outstanding principal amount of Floating Rate Notes tendered and
accepted in the offer, which will make the total consideration to
be received in the Offer $1,073 for each $1,000 outstanding
principal amount of Floating Rate Notes accepted in the Offer.  
Holders should note that, as a result of principal amortization,
while each Note was issued in a face amount of $1,000, the
outstanding principal amount of each Note is currently $982.50.  
Accordingly, a Holder will not receive $1,043 as the Tender Offer
Consideration or $30 of Consent Payments in respect of each such
Note, but rather an amount equal to 104.3% and 3%, respectively,
of the actual outstanding principal amount of such Note.  Holders
whose Notes are accepted for purchase in the tender offer will
also receive accrued and unpaid interest to, but not including,
the Settlement Date for the tender offer.

                     Consent Solicitation

The principal purpose of the tender offer is to use a portion of
the proceeds from Advanstar's sale of certain assets to QUESTEX
Media Group, Inc., on May 23, 2005, to reduce Advanstar's
leverage.  The primary purpose of the consent solicitation is to
eliminate substantially all of the restrictive and reporting
covenants and certain events of default contained in the indenture
with respect to the Floating Rate Notes so that any non-tendered
Floating Rate Notes do not restrict the future financial and
operating flexibility of the Company.  The proposed amendments
would also release the security interest in the collateral under
the indenture and security documents with respect to the Floating
Rate Notes.  The tender offer and consent solicitation are
conditioned upon certain general conditions described in the
Statement.  The tender offer is not conditioned upon obtaining
consents from holders of a majority of the aggregate principal
amount of Floating Rate Notes but the proposed amendments will
only become operative if the Requisite Consents are received.  
Certain of the proposed amendments will not become operative
unless the Consent of holders of at least two-thirds of the
outstanding aggregate principal amount of Floating Rate Notes are
received.

Holders who desire to tender their Floating Rate Notes must
consent to all the proposed amendments and may not deliver a
consent without tendering their Floating Rate Notes.  Any Floating
Rate Notes tendered before the Consent Date may be withdrawn at
any time on or prior to the Consent Date, but not thereafter,
except as required by law.  Any Floating Rate Notes tendered after
the Consent Date may not be withdrawn, except as may be required
by law.

Credit Suisse First Boston is the exclusive Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.  
Questions regarding the tender offer and consent solicitation may
be directed to Credit Suisse First Boston's Liability Management
Group, at 800-820-1653 or 212-538-0652 (collect).  Requests for
the Statement, Consent and Letter of Transmittal or other
documents related to the tender offer and solicitation may be
directed to the Information Agent, Morrow & Co., Inc., at 800-607-
0088 (toll free).

                        About the Company

Advanstar Communications Inc. -- http://www.advanstar.com/-- is a  
leading worldwide media company providing integrated marketing
solutions for the Fashion, Life Sciences and Powerports
industries.  Advanstar serves business professionals and consumers
in these industries with its portfolio of 55 expositions and
conferences, 55 publications and directories, 75 electronic
publications and Web sites, as well as educational and direct
marketing products and services.  Market leading brands and a
commitment to delivering innovative, quality products and services
enables Advanstar to "Connect Our Customers With Theirs."
Advanstar has approximately 1,000 employees and currently operates
from multiple offices in North America and Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services revised its outlook on
Advanstar Communications Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its existing ratings on the
company, including its 'B' corporate credit rating.  The Duluth,
Minnesota-based business-to-business media firm, which is analyzed
on a consolidated basis with its parent company, Advanstar Inc.,
had $753 million in consolidated debt on Dec. 31, 2004.

The outlook change follows Advanstar's announcement that it is
selling its trade show, publishing, and other businesses serving
five sectors.  Gross proceeds for these assets, which produced
about 27% of the company's revenue, will total $185 million.
Advanstar has not specified for what the proceeds will be used,
which creates some concern.

"Barring a substantial debt reduction, the lost profit from the
sold assets will weaken the company's already marginal total
interest coverage, modest discretionary cash flow, and high debt
leverage," said Standard & Poor's credit analyst Steve Wilkinson.
In addition, using the excess liquidity from the sale for
acquisitions may not improve the company's business or financial
profile from that which existed prior to the asset sales.


AMERICAN REPROGRAPHICS: Moody's Lifts $86M Loan's Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded all the credit ratings of
American Reprographics Company, LLC and changed the outlook to
positive.  The ratings upgrade reflects a long track record of:

   * consistent free cash flow generation;

   * solid operating margins; and

   * substantial repayments of senior secured debt over the last
     year including about $60 million with the proceeds from a
     recent initial public offering.  

The positive outlook anticipates:

   * continued debt reduction from internal cash flow generation;

   * top line growth due to an increase in demand from the
     company's core customers in the architectural;

   * engineering and construction sectors; and

   * improving operating margins due to the relatively fixed
     nature of the company's expense base.

Moody's upgraded these ratings:

   * $30 million senior secured first lien revolving credit
     facility due 2008, upgraded to Ba2 from B1;

   * $86 million senior secured first lien term loan B due 2009,
     upgraded to Ba2 from B1;

   * $158 million second lien term facility due 2009, upgraded to
     B1 from B3;

   * senior implied rating, upgraded to Ba3 from B1; and

   * senior unsecured issuer rating, upgraded to B2 from Caa1.

The rating outlook is positive.

The ratings upgrade reflects the significant debt reduction and
improvement in financial performance in 2004 and the first quarter
of 2005.  Total debt declined from $359 million at December 31,
2003 to about $262 million at March 31, 2005.  The debt reduction
reflects payments made with internally generated cash flow and the
application of about $60 million of proceeds from the February
2005 initial public offering by the company's parent, American
Reprographics Company.  The company has been a consistent
generator of free cash flow.  Despite a weak economy and declining
rates of non-residential construction spending, free cash flow in
2002 and 2003 was $51 million and $43 million, respectively.  Free
cash flow improved to $55 million in 2004.

The company's liquidity is solid with $7.7 million of cash and
cash equivalents as of March 31, 2005 and about $28 million of
availability under the $30 million revolving credit facility.

After a period of modest revenue declines in 2002 and 2003, ARC
showed top line growth in 2004 and the first quarter of 2005.
Total and organic revenue growth in 2004 was 6.7% and 4.5%,
respectively.  The increase in revenues was primarily due to the
stronger US economy, particularly in California, acquisition
activity, new branch openings and increased market share in
certain markets.  The company has increased revenues in its
facilities management business from $59 million in 2003 to
$72 million in 2004. Profitability measures were also solid with
gross and EBIT margins improving to 41% and 16%, respectively.

The ratings benefit from the company's leading position as a
provider of document management services to the AEC industry scale
with over 180 service centers in 141 cities.  The national scale
gives the company significant purchasing power, the resources to
service national customers and the ability to invest in its
technology infrastructure.  ARC utilizes its proprietary online
application PlanWell and other software products to distinguish an
otherwise relatively commoditized product offering.  The company
has completed over 80 acquisitions since 1989 and has an
experienced senior management team.

The ratings also reflect:

   * the cyclical nature of non-residential construction;

   * pricing pressure in the highly fragmented reprographic
     services market;

   * relatively low barriers to entry; and

   * geographic concentration with about 50% of revenues generated
     in California.

The positive ratings outlook anticipates moderate revenue gains as
the company benefits from improving demand from the AEC industry
and continued growth in the facilities management business.  Due
to its substantial operating leverage, revenue growth should lead
to improving operating margins and free cash flows.  Moody's
expects free cash flows to be utilized primarily for debt
reduction and niche acquisitions.

The ratings could be upgraded if the company continues to utilize
free cash flows to reduce debt, maintains sustainable free cash to
flow to debt in the 15%-20% range and reduces lease adjusted debt
to EBITDAR to about 3.5 times.

The ratings outlook would likely be changed to stable or negative
if a change in the competitive climate or downturn in the AEC
industry caused a material decline in revenues, operating margins
and free cash flow generation.

The Ba2 rating on the first lien revolver and term loan facility,
notched one level above the senior implied rating, reflects strong
enterprise value coverage in the event of default and loss
absorption support from the second lien term facility.

The B1 rating on second lien facility, notched one level below the
senior implied, recognizes good enterprise value coverage in the
event of default despite the effective subordination of second
lien debtholders to a significant level of first security debt
(including capital leases).

The first and second lien credit facilities are secured by a first
and second lien, respectively, on ARC's assets, including the
stock and assets of its domestic subsidiaries.

The company's free cash flow metrics are strong for the ratings
category.  Free cash flow to debt was 17% in 2004 and is expected
to be in the 15%-20% range in 2005.  Lease adjusted debt to
EBITDAR was 4.9 times in 2004 and it is expected to decline to
about 4 times in 2005.

American Reprographics, a leading US reprographic service
provider, is based in Glendale, California.  The company reported
sales of approximately $444 million in 2004.


ANTONIO CHAMPION: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Antonio Marc & Yannique Nina Champion
        704 Clear Spring Cove
        Round Rock, Texas 78664

Bankruptcy Case No.: 05-13194

Chapter 11 Petition Date: June 3, 2005

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtors' Counsel: Frederick E. Walker, Esq.
                  Fred E. Walker P.C.
                  609 Castle Ridge Road, Suite 220
                  Austin, Texas 78746
                  Tel: (512) 330-9977
                  Fax: (512) 330-1686

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtors' 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sallie Mae                    Student Loans              $50,095
P.O. Box 9500
Wilkes-Barre, PA 18773-9500

Mercedes Benz Credit          Purchase Money             $55,396
P.O. Box 685                  Value of security:        
Roanoke, TX 76262             $39,365             

Providian Financial           Credit card purchases       $7,090
P.O. Box 9180
Pleasanton, CA 94566

Volkswagen Credit             Security Agreement         $38,301
P.O. Box 3                    Value of security:
Hillsboro, OR 97123-0003      $31,805

Visa Credit Card              Credit card purchases       $3,007
Services/Bank One
225 Chastain Meadows Court
Kennesaw, GA 30144

Matthew & Alana McNiel        Executory Contract/         $3,000
1600 Forest Vista Cove        Security Deposit
Round Rock, TX 78664

Capital One Services          Credit card purchases       $2,819
P.O. Box 60000
Seattle, WA 98190-6000

Fred E. Walker, P.C.          Attorney Fees               $2,500
Attorney at Law
609 Castle Ridge Road,
Suite 220
Austin, TX 78746

Lowe's                        Credit card purchases         $686
P.O. Box 103080
Roswell, GA 30076

Lowe's                        Credit card purchases         $681
P.O. Box 103080
Roswell, GA 30076

Velocity Credit Union         Money Borrowed                $250
fka AMFCU
P.O. Box 1089
Austin, TX 78767-1089

Kohl's                        Goods and Services             $83
PO Box 2983
Milwaukee, WI 53201-2983

Settle Pou                    Attorney for Novastar Bank      $0
3333 Lee Parkway,
Eighth Floor
Dallas, TX 75219


ARGOSY GAMING: Penn National Sale Update Cues S&P to Retain Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services ratings on casino owner and
operator Argosy Gaming Co., including its 'BB' corporate credit
rating, remain on CreditWatch with negative implications where
they were placed on Nov. 3, 2004.  The CreditWatch listing
followed the company's announcement that it had agreed to be
acquired by Penn National Gaming Inc. (BB-/Positive/B-2) in a
transaction valued at $2.2 billion, including the assumption of
debt.  The transaction is expected to close during the second half
of 2005, subject to regulatory approvals.

Standard & Poor's expects that Argosy's existing bank facility
will be refinanced upon closing of the transaction, and that the
rating on this facility will be withdrawn.  Argosy's subordinated
note issues carry a change-of-control provision requiring Penn to
initiate a tender offer.  If any of the notes remain outstanding,
Standard & Poor's expects to equalize their rating with Penn's
existing subordinated debt rating, as Standard & Poor's is taking
a consolidated approach to the credits, given the economic and
strategic importance of the acquisition to Penn.  However, Penn
has publicly stated they intend to tender for these notes. Once
the tenders are complete, ratings on these notes would also be
withdrawn.


ATA AIRLINES: Exclusive Plan Filing Period Extended to August 22
----------------------------------------------------------------
ATA Airlines, Inc. and its debtor-affiliates sought and obtained
permission from the United States Bankruptcy Court for the
Southern District of Indiana to extend the period during which
they have the exclusive right to file a plan of reorganization to
and including August 22, 2005.

The Debtors will have more time to continue to work diligently
towards the filing of the Plan.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 25; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Appoints Francis Conway as Interim CFO
----------------------------------------------------
ATA Holdings Corp. (Pink Sheets:ATAHQ) disclosed changes in its
leadership team with the naming of Francis J. Conway to the
position of Interim Chief Financial Officer.  Mr. Conway's
experience working with financially distressed companies, both
from the perspective of an officer and director, as well as an
advisor to such entities, is in excess of 20 years and involves
dozens of transactions.  With regard to his position at ATA, 47-
year-old Mr. Conway will serve as the CFO on a fully dedicated
basis and will work closely with ATA's leadership team as the
Company continues its efforts to reorganize its operations under
the protection of the U.S. Bankruptcy Code.

Mr. Conway is a Managing Director with Navigant Capital Advisors,
LLC, the dedicated corporate finance advisory business of Navigant
Consulting, Inc.  Navigant is a specialized, independent
consulting firm that provides advisory services to a broad
constituency of clients throughout the U.S. and abroad.  At
Navigant, Conway leads the firm's restructuring practice.  Mr.
Conway brings significant aviation industry experience to this
role, including serving as financial advisor to scheduled carriers
as well as an officer and director with several aircraft leasing
entities.  Mr. Conway has been appointed as an officer of ATA
Holdings by its Board of Directors, and a retention motion has
been filed with the U.S. Bankruptcy Court.

Prior to assuming his role at Navigant in late 2004, Mr. Conway
was a Partner at Deloitte & Touche where he served as National
Managing Partner for Deloitte & Touche's Reorganization Services
Group.  Prior leadership roles included Managing Director and
Regional Practice Leader of the Corporate Recovery Group of KPMG,
and First Vice President at Lehman Brothers, where Mr. Conway
specialized in workouts and restructurings involving equity
investments made by Lehman clients, as well as the financial
restructuring of certain merchant banking investments made by
Lehman and predecessor firms.  ATA's new CFO graduated from New
York University with a Bachelor of Science Degree in Accounting
and Management and is a Certified Public Accountant.

Mr. Conway replaces ATA's CFO, Gilbert Viets, who will remain with
the Company as Assistant to the Chairman and as a member of the
Board of Directors.  Mr. Viets will work on several projects,
including the sale of the Company's subsidiary travel club,
Ambassadair.

George Mikelsons, CEO of ATA Holdings Corp., said, "We thank Gil
for his tireless efforts during the past months and for leading
ATA's reorganization to this point.  We welcome Frank to the ATA
leadership team as we pursue a sustainable restructuring of our
operations and financial affairs, allowing the Company to
ultimately emerge from bankruptcy protection."

ATA also announced the appointment of Subodh Karnik to Senior Vice
President and Chief Commercial Officer (CCO). He will oversee all
revenue-related functions, including sales, marketing, market
planning, pricing, revenue management, e-commerce and
distribution.

"Subodh brings a wealth of airline experience to ATA," said John
Denison, CEO of ATA Airlines.  "We are counting on Subodh to help
ATA return to profitability in the not too distant future.  Our
Company is fortunate to have been able to attract Subodh to become
a member of the leadership team."

Mr. Karnik has 15 years of airline industry experience.  His
career includes a wide range of leadership positions at three
major carriers, including Delta Air Lines, where he was Senior
Vice President of Marketing Planning after first serving as Vice
President, Finance for Corporate Development, Fleet Planning and
International; Continental Airlines, where he was Staff Vice
President of International Finance, CFO of subsidiary Continental
Micronesia and board member of COPA Airlines; and Northwest
Airlines, where he had responsibilities in alliances,
international sales, revenue management and strategic planning.

Mr. Karnik is a native of Mumbai, India, and graduated from the
Birla Institute of Technology and Science and the University of
Michigan Ross School of Business.

ATA also discloses a new Managing Director of Market Planning with
the addition of Mark Suman.  Mr. Suman was the co-founder of Las
Vegas-based National Airlines where he served as Senior Vice
President of Strategic Planning and oversaw all aspects of
passenger revenue generation.

"We welcome Mark Suman's market planning expertise and ability to
profitably allocate aircraft across the ATA network," said Stan
Hula, ATA's Vice President, Planning.

Mr. Suman's experience includes the successful implementation of
America West's codeshare with Continental Airlines while he was
Senior Director of Market Planning for America West.  Prior to his
airline career, Mr. Suman was Vice President of Kurth & Co, Inc.
and a transportation analyst for the Civil Aeronautics Board prior
to deregulation of the airline industry.  He graduated from
Wittenberg University with Bachelor Degrees in economics and
political science.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.


ATRIUM COS: U.S. Dist. Attorney Subpoena Cues S&P's Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including its 'B' corporate credit rating, on Dallas, Texas-based
Atrium Cos. Inc. on CreditWatch with negative implications.

The rating action followed the company's announcement that it has
received a subpoena from the U.S. District Attorney's office in
Dallas with regard to various accounting and financial records and
that Atrium's board of directors has placed its CEO on a leave of
absence.  Moreover, this announcement followed the recent
resignation of the company's CFO on May 13, 2005.

"We will continue to monitor the investigation as well as the
company's liquidity position, the relationship with its creditors,
and its accounting and management practices," said Standard &
Poor's credit analyst Lisa Wright.  "Ratings could be lowered if
the company's access to liquidity is restricted or its financial
profile is considerably affected by the investigation or further
material adverse revelations that could severely affect its
financial profile."

Atrium still has not filed its 2004 financial statements because
of an ongoing review of its 2003 financial statements that
uncovered a number of accounting errors, which appear limited in
scope at this point.  Although the specific nature of the U.S.
District Attorney's investigation is unclear, this chain of events
raises concern and uncertainty about the company's prior
management and accounting practices, investor confidence, and the
ability of Atrium to access its $50 million revolving credit
facility.


BANC OF AMERICA: Fitch Lowers $50M Class H Notes 3 Notches to BB-
-----------------------------------------------------------------
Fitch Ratings downgrades Banc of America Large Loan, Inc.'s
commercial mortgage pass-through certificates, series 2002-FLT1:

    -- $50.1 million class H to 'BB-' from 'BBB-';
    -- $11.1 million class J to 'B' from 'BB'.

In addition, Fitch affirms these classes:

    -- Interest only classes X-1a and X-1b at 'AAA';
    -- $33.7 million class C at 'AAA';
    -- $27.6 million class D at 'AAA';
    -- $26.0 million class E at 'AAA';
    -- $22.8 million class F at 'AAA';
    -- $21.2 million class G at 'AA'.

The following classes have been paid in full: A-1, A-2, B, and
X-2.

The downgrades are due to the deterioration in the value of the
office building that secures the Central Research Park loan
(36.4%).  The more senior classes, however, have benefited from
repayments of five of the original seven loans in the transaction,
resulting in a 76.7% paydown as of the May 2005 distribution date.  
The two remaining loans are Central Research Park, a senior
participation interest in a whole loan and IHFC (63.7% of the
pool), a whole loan.

Central Research Park is an office property located in Sunnyvale,
CA.  Although the property is 92.7% occupied as of March 2005,
market rents in the Sunnyvale submarket have declined dramatically
since issuance.  The market vacancy rate as of first quarter 2005
was 30.4%.  As such, Fitch evaluated the loan with the existing
above-market leases marked to market.  All leases expire within
three years of loan maturity.

The Fitch stressed debt service coverage ratio for the senior
participation interest, based on a stressed refinance constant, as
of year-end December 2004, was 0.82 times (x) compared to 1.50x at
issuance.  Fitch is concerned with the loan's refinance risk.  The
borrower has exercised two extension options and the loan will
mature in August 2006 with no extension options remaining.  
Certain structural features partially mitigate this concern: the
master servicer, Wachovia Securities, currently holds a $1.5
million reserve for tenant releasing costs and the junior
participation interest of $30 million, which is held outside of
the trust, is in the first loss position.

IHFC is a furniture showroom building in Highpoint, NC. Fitch is
concerned about the potential impact of World Market Center, a 7.5
million square foot home furnishing and convention complex in Las
Vegas, NV.  IHFC is located in the well-established High Point
market and has maintained a high occupancy and an increasing net
cash flow compared to last year and since issuance.  Even with a
15% vacancy stress to revenues, the Fitch stressed DSCR for TTM
October 2004 remains 1.82x compared to 1.83x at issuance.  The
loan matures in December 2005.


BANC OF AMERICA: Property Devaluation Cues Fitch to Lower Ratings
-----------------------------------------------------------------
Fitch Ratings downgrades Banc of America Structured Notes, Inc.'s
commercial mortgage pass-through certificates, series 2002-1:
   
     -- $36.7 million class A to 'BB+' from 'BBB+';
     -- $24.5 million class B to 'B' from 'BB'.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are two classes of Banc of America
Large Loan, Inc. series 2002-FLT1 (BALL 2002-FLT1), specifically
classes H and J.  Although the ratings of classes A and B are
highly dependent on the ratings of classes H and J, class A of
this deal has more credit enhancement than class H of BALL 2002-
FLT1.

The downgrades are due to the deterioration in the value of the
building that secures the Central Research Park loan.


BRASOTA: U.S. Trustee Picks 7 Creditors to Serve on Committee
-------------------------------------------------------------
The United States Trustee for Region 21 appointed seven creditors
to serve on an Official Committee of Unsecured Creditors in
Brasota Mortgage Company Inc. and its debtor-affiliates' chapter
11 cases:

              1. Charles F. Dubs
                 555 S. Gulfstream Avenue
                 Suite 1601
                 Sarasota, FL 34236
                 Tel: (941) 362-4728

              2. Patrick F. Egan
                 7515 3rd Avenue North West
                 Bradenton, FL 34209
                 Tel: (941) 795-1144

              3. Ruth L. Goetz
                 810 Prentice Avenue
                 Ashland, WI 54806
                 Tel: (715) 682-9223

              4. Chester Matteucci
                 1000 Riverside Drive, #301B
                 Palmetto, FL 34221

              5. Richard Dennis Stripling
                 4312 34th Avenue East
                 Bradenton, FL 34208
                 Tel: (941) 747-7240

              6. Paul Vannette
                 1104 Cimarron Circle
                 Bradenton, FL 34209
                 Tel: (941) 794-5553

              7. Philip M. Weaver, Trustee
                 Vitality Seed Company Trust
                 2426 Bay Dr.
                 Bradenton, FL 34207
                 Tel: (941) 756-3834

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

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliates
filed for chapter 11 protection on April 4, 2005 (Bankr. M.D. Fla.
Case No. 05-06215).  Heath A. Denoncourt, Esq., at Hinshaw &
Culbertson LLP, represents the Debtors in their restructuring
efforts.  Gerard A. McHale, Jr., was appointed as chapter 11
trustee on April 14, 2005.  When the Company filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


BRASOTA INC: State Court Receiver Files Final Report
----------------------------------------------------
On February 8, 2005, the Circuit Court of Manatee County, Florida,
put Brasota Mortgage Inc. and its affiliates' estates under
receivership at Brasota's president Gloria Morrison and vice-
president Robert Coey's behest.  Mrs. Morrison succeeded her
husband William Morrison as company president upon his death.  
Mrs. Morrison found the company's finances in disarray and decided
she'd put the business on the hands of a state court receiver.  
John R. Ray, III, was appointed as the receiver for the estates.

On February 18, 2005, an involuntary chapter 7 petition was filed
against Brasota by Olga Del Valle Revocable Trust, JW Balkany
Family Trust and Caron Balkany Pension and Profit Sharing [Case
No. 8:05-bk-02798-KRM].

On April 4, 2005, Brasota and its affiliates filed for chapter 11
protection.  Three days later, three unsecured creditors (Robert
E. Kirsch, William and Melvalyn Buyak and Sue Wedge) filed a
motion in the U.S. Bankruptcy Court for the Middle District of
Florida asking the Court to appoint a chapter 11 trustee in the
Debtors' cases.  The Court approved that motion and appointed
Gerard A. McHale, Jr., as chapter 11 trustee.

Mr. Ray delivered his final report and accounting to the
U.S. Bankruptcy Court for the Middle District of Florida and has
turned over control of the Debtors' businesses to the chapter 11
trustee.

                    Mr. Ray's Final Report

The Receiver oversaw the estates from February 8 to April 13.  Mr.
Ray's efforts were focused on three primary activities.

First, Mr. Ray attempted to construct the Debtors' financial
statements for 2005 in order to determined the financial condition
and historical financial performance of each affiliate.

Second, the Receiver began reconstructing Brasota's loan portfolio
in order to implement a variety of critical operating activities
for a mortgage company including: monthly mortgage payments, loan
payoffs, reinstitution of collection activity on defaulted loans,
and the initiation of foreclosure proceedings.  To date, the
Receiver reviewed 450 loan files.

Third, Mr. Ray commenced an investigation and pursuit of potential
asset recoveries.  He was in various stages of his investigation
on these potential related party transactions, including court
actions against:

           -- The Sara Denton Umbrella Company,
           -- COP, LLC,  
           -- Clancy's Restaurant, and
           -- Realty Reality.

To date, 687 claims totaling $49,312,202 have been filed and are
pending in the Bankruptcy Court.

                    Receivership Is Expensive

Mr. Ray billed Brasota $286,000 in legal fees for attorneys who
represented him and the Brasota entities from February to early
April.  Avidity Partners, where Mr. Ray works, will receive
$389,000 in fees.

Broad and Cassel, the Tampa firm that handled Mr. Ray's legal
affairs, also sought the bankruptcy court's approval to be paid
$124,000 for services rendered from April 4 to April 29.

The total cost of the receivership nears $800,000 for the three
months following the company's placement into the hands of the
courts.

Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns,
LLP, serves as counsel for the chapter 11 Trustee.

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliates
filed for chapter 11 protection on April 4, 2005 (Bankr. M.D. Fla.
Case No. 05-06215).  Heath A. Denoncourt, Esq., at Hinshaw &
Culbertson LLP, represents the Debtors in their restructuring
efforts.  Gerard A. McHale, Jr., was appointed as chapter 11
trustee on April 14, 2005.  When the Company filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.


BROOKLYN HOME DIALYSIS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Brooklyn Home Dialysis Training Center Inc.
        3131 Kings Highway, Suite 1-A
        Brooklyn, New York 11234
        Tel: (718) 692-0097

Bankruptcy Case No.: 05-18896

Type of Business: The Debtor operates a health care facility for
                  kidney dialysis patients.

Chapter 11 Petition Date: June 2, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Robert P. Herzog, Esq.
                  150 East 69th Street, Suite 24-K
                  New York, New York 10021
                  Tel: (212) 725-0001
                  Fax: (212) 535-4165

Financial Condition as of December 31, 2004:

      Total Assets: $1,707,000

      Total Debts:  $1,415,000

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


C-BASS: Moody's Reviews Class B-3 Certs. Rating & May Downgrade
---------------------------------------------------------------
Moody's Investors Service has placed one tranche issued by C-Bass
2002-CB5 Trust on review for downgrade.  The underlying collateral
consists of subprime residential mortgage loans.  The certificates
are being placed on review for downgrade based upon the poorer
than anticipated performance of the underlying mortgage pool.

Complete rating actions are:

Issuer: C-Bass 2002-CB5 Trust

Review for Downgrade:

   * Class B-3, Currently: Ba1


CATHOLIC CHURCH: Court Allows Portland to Execute Easements
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter on Mar. 8,
2005, the Archdiocese of Portland seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to execute:

   (a) in favor of PacifiCorp, an Oregon Corporation, a Right of
       Way Easement for an area of parish property to provide
       additional electric service to Holy Redeemer School on
       North Portland; and

   (b) a Grant of Easement for Road and Right of Way Purposes, in
       favor of Clackamas County, over Gethsemani Cemetery
       property, in exchange for frontage improvements to the
       cemetery.

                           PacifiCorp

Holy Redeemer Church requires additional electrical service for
its school located at 127 N. Portland Boulevard.  To provide
additional service, PacifiCorp requires an easement for right of
way over an area approximately 10 feet by 225 feet of parish
property owned by Holy Redeemer Church, but as to which record
title is in the name of the Archdiocese.  Holy Redeemer Church is
and will be responsible for the costs of the improvements and for
all amounts owed to PacifiCorp as a result of the electrical
improvements.

*   *   *

The U.S. Bankruptcy Court for the District of Oregon authorizes
the Archdiocese of Portland in Oregon to grant a way of easement
to PacifiCorp regarding electrical service to Holy Redeemer
School.  Judge Perris approves the terms, conditions, and
transactions contemplated by the request, including the transfer
of the Archdiocese's interest in the property regarding the
PacifiCorp easement.  The transfer of Portland's interest, if any,
in the property is likewise approved and authorized.

Judge Perris rules that the portion of the Debtors' request
concerning easement for road and right-of-way purposes at
Gethsemani Cemetery is continued pending the Archdiocese's
submission of a declaration by Delia Wilson, Portland's property
manager, concerning the factual basis for the request.

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)


CF CAPITAL ASSETS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CF Capital Assets LLC
        aka Convenient Food Mart
        467 North State Street
        Painesville, Ohio 44077

Bankruptcy Case No.: 05-11557

Type of Business: The Debtor operates a convenience store.

Chapter 11 Petition Date: June 2, 2005

Court: District of Delaware

Debtor's Counsel: Michael David Debaecke, Esq.
                  Blank Rome LLP
                  1201 Market Street, Suite 800
                  Wilmington, Delaware 19899
                  Tel: (302) 425-6400
                  Fax: (302) 425-6464

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Lyden Oil Company                             $465,345
3711 LaHarps Road
Youngstown, OH 44515

Michael A. Shore                               $73,878
23230 Chagrin Boulevard
Beachwood, OH 44122

J.D.S. Properties                              $43,691
19107 Old Detroit Road
Rooky River, OH 44116

James Rokakis                                  $39,893
Cuyahoga County Treasurer
1219 Ontario Street
Cleveland, OH 44113

Carmen Savarino                                $19,927

Associated Agencies, Inc.                      $16,498

Cuyahoga County Treasurer                      $14,003

HV9, Inc.                                      $13,500

Columbo Enterprises                            $13,141

Musca Properties, LLC                          $13,028

RGIS Inventory Specialist                      $12,025

Friduss, Lukes, Schiff & Company, P.C.         $12,000

McSteen & Associates                           $11,000

Caveli & Associates CPA, LLC                   $10,450

Ambassadors Holding, LLC                       $10,438

Woodrow Jedlicka                               $10,000

Gross Shuman Brizdle & Gilfillan, P.C.          $8,949

Con Inc.                                        $8,812

Klondike Limited Partnership, LP                $8,036

Dartmoor Plaza                                  $7,869


CHOICE COMMUNITIES: Wants Plan Filing Deadline Moved to Sept. 21
----------------------------------------------------------------
Choice Communities asks the U.S. Bankruptcy Court for the District
of Maryland to extend the time within which it has the exclusive
right to file a reorganization plan to Sept. 21, 2005.  The Debtor
also asks the Court to extend the period within which it has the
exclusive right to solicit acceptances of a chapter 11 plan to
Nov. 20, 2005.

Diarmuid F. Gorham, Esq., at Shapiro Sher Guinot & Sandler, in
Baltimore, Maryland, tells the Court that after its chapter 11
filing, the Debtor was faced with:

   (1) complicated bond issues,

   (2) a liquidity crisis that demanded that the Debtor find
       sufficient cash immediately to continue providing
       an appropriate level of care to its existing patients,

   (3) the need to find new sources of admissions to keep the
       Debtor's beds full given the intrinsically high nature of
       turnover in the health care industry, and

   (4) the challenge of retaining employees and addressing
       employment issues,

all while working with its professionals to ensure that it was
complying with all of the requirements of Chapter 11.

Nevertheless, since the Petition Date, the Debtor has stabilized
its operations, held talks with a potential refinancing source,
and has also explored the possibility of proposing a stand-alone
plan of reorganization.  

The Debtor has been working with its creditors, has secured DIP
financing and has obtained authorization for use of cash
collateral.  

The Honorable Duncan W. Keir extended the exclusive filing period
until he can decide on the Debtor's request.  Bankruptcy Court
documents does not yet indicate when the Court will hear the
request.

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


CLEARLY CANADIAN: Completes $5.7 Million of Equity Financing
------------------------------------------------------------
Clearly Canadian Beverage Corporation (OTCBB:CCBEF) completed the
final portion of its $5.7 million financing.

Clearly Canadian is also pleased to announce the appointment of
Matthew J. Hoogendoorn, CA, CPA (Illinois), as the Chief Financial
Officer of the Company.  Mr. Hoogendoorn has been a chartered
accountant for 27 years, and is a partner with Hoogendoorn
Vellmer, Chartered Accountants.  In addition to his accounting
expertise, Mr. Hoogendoorn brings to the Company a great deal of
experience in strategic financial planning.

"I am pleased to report that the key elements to our restructuring
and refinancing are now complete.  Having raised in excess of $5.7
million in equity financing, the Company believes that it has
established a firm foundation to support its current operations
and future growth, and the addition of Matt Hoogendoorn to the
Clearly Canadian team will be a great benefit to the Company as we
move forward," said Douglas L. Mason, President and C.E.O. of
Clearly Canadian Beverage Corporation.  "We are extremely pleased
that BG Capital has recognized the depth and value of Clearly
Canadian's commitment to broadening distribution and availability
of brand Clearly Canadian and to exploring profitable alternatives
to further utilize the Clearly Canadian brand name.  BG Capital
shares our vision and supports our plans for growth," said Mason.

                    Summary of Company Matters

On Feb. 18, 2005, the Company completed its short-term financing
arrangement with BG Capital Group Ltd, in which BG Capital
advanced $1,000,000 to Clearly Canadian under a secured loan
agreement.

On Apr. 5, 2005, the Company concluded an agreement with BG
Capital pursuant to which BG Capital agreed to subscribe for
$1,000,000 of preferred shares and agreed to convert its
$1,000,000 secured loan into preferred shares, each at a price of
$1. per preferred share.  Concurrently the Company reported its
restructuring plan, as well as an additional common share private
placement of US$3,000,000.

On May 2, 2005, the Company's shareholders approved the Company's
corporate restructuring plan.

On May 4, 2005, the Company completed its reverse split
(consolidation) on a 10 old for 1 new share basis and, effective
May 5, 2005, the common shares of the Company began trading on the
OTCBB on a post-consolidated basis under the new trading symbol
CCBEF.

On May 10, 2005, the Company completed its $1,000,000 preferred
share equity financing with BG Capital (1,000,000 Class A
Preferred shares issued at US$1.00 per preferred share) and the
conversion of the $1,000,000 BG Capital Loan into preferred shares
(1,000,000 Class A shares issued at US$1.00 per preferred share).

On May 24 & 25, 2005, the Company completed:

    (1) $1,010,000 brokered private placement with Standard
        Securities Capital Corporation (1,010,000 common shares
        issued at US$1 per share);

    (2) $2,065,00 non-brokered private placement (2,065,000
        commons shares issued at $1.00 per share);

    (3) the exchange by BG Capital of its 2,000,000 Class A
        preferred shares for 2,000,000 Class B preferred shares;
        and

    (4) the Company's reduction of its previous eight member board
        of directors to five members, three of whom are nominees
        of BG Capital.

On June 2, 2005, the Company closed an additional non-brokered
private placement for gross proceeds of $635,953.  A total of
635,953 common shares were issued at $1.00 per share.  Directors,
officers, and employees of the Company subscribed for 585,953
shares.  Prior to this additional financing, the Company redeemed
all of its outstanding convertible debentures and debenture
holders who held a majority of the debentures reinvested their
debenture redemption proceeds in this private placement.


                       About BG Capital

BG Capital Group is a merchant bank specializing in small to mid-
cap growth opportunities. Its holdings include 100%, 50% and
largest shareholder positions in numerous public and private
companies throughout the United States and Canada.  BG Capital has
over 20 years of investor relations experience as well as in-depth
marketing and financial management expertise.  It has an
incredible track record of success in identifying promising
enterprises and profitably growing them with an effective hands-on
management style.

              About Clearly Canadian Beverage Corporation

Based in Vancouver, B.C., Clearly Canadian Beverage Corporation --
http://www.clearly.ca/-- markets premium alternative beverages  
and products, including Clearly Canadian(R) sparkling flavoured
water and Clearly Canadian O+2(R) oxygen enhanced water beverage,
which are distributed in the United States, Canada and various
other countries.    

At Mar. 31, 2005, Clearly Canadian Beverage Corporation's balance
sheet showed a $4,286,000 stockholders' deficit, compared to a
$3,515,000 deficit at Dec. 31, 2004.


COLLEGE PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: College Properties 1 & 2 Limited Partners
        100 West Camelback, Suite 106
        Phoenix, Arizona 85013

Bankruptcy Case No.: 05-10095

Chapter 11 Petition Date: June 3, 2005

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: John T. Ryan, Esq.
                  3440 North 16th Street, Suite 5
                  Phoenix, Arizona 85016
                  Tel: (602) 264-6928
                  Fax: (602) 279-0758

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


COLLINS & AIKMAN: Hires John Boken as Chief Restructuring Officer   
-----------------------------------------------------------------
Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, relates that KZC Services, LLC, an affiliate of Kroll
Zolfo Cooper LLC, is one of the world's leading financial
advisory, interim management, litigation support and forensic
accounting firms, with a team of 500 restructuring, litigation and
forensic specialists in North America and Europe.  

KZC has served as interim managers and financial advisors in
financially complex bankruptcies and workouts involving billions
of dollars in debt.  Moreover, the firm has a reputation for
quality and breadth of experience and a proven track record for
success, earned by serving clients in numerous nationally
prominent bankruptcy proceedings.

By this motion, the Debtors ask the Court to approve a service
agreement dated May 17, 2005, with KZC and John R. Boken, a KZC
employee and managing director at Kroll Zolfo Cooper.

The Debtors believe that the KZC and Mr. Boken are well qualified
to assist them in their Chapter 11 restructuring cases.

The salient terms of the Services Agreement are:

A. Engagement

   KZC will serve as an independent contractor to the Debtors.
   The firm will provide Mr. Boken and additional individuals to
   assist the Debtors in their restructuring efforts.

B. Duties

   The firm will assign Mr. Boken to serve as the Debtors' Chief
   Restructuring Officer and the Associate Directors of    
   Restructuring to perform other services that will be required
   of the firm.

   The firm and Mr. Boken will be authorized to make decisions
   with respect to all aspects of the management and operation of
   the Debtors' business.

   Mr. Boken will keep the Debtors' Board of Directors fully
   apprised of his findings, plans and activities.

C. Term

   The term of the Service Agreement will be retroactive to the
   Petition Date and will continue on a month-to-month basis
   until terminated by either party at the end of the month.  The
   firms' services will start only after Court approval of the
   Service Agreement.

D. Compensation

   KZC will charge the Debtors for its services at these standard
   hourly rates:

        Managing Directors               $615 - $760
        Professional Staff               $125 - $610
        Support Personnel                 $50 - $225

   The rates will be adjusted on July 1, 2005.

   The firm will receive a $5,000,000 Consummation Fee, payable
   in cash or other immediately available funds upon confirmation
   of:

      (i) a Chapter 11 plan of reorganization on or before two
          years from the Petition Date; and

     (ii) a sale of substantially all of the Debtors' assets on
          or before two years from the Petition Date.

   In the event that a confirmation does not occur on or before
   two years from the Petition Date, the Consummation Fee will be
   reduced quarterly by $200,000 on the last day of each quarter
   thereafter until the terms set forth in the Services Agreement
   are met.  However, in no event will the Consummation Fee be
   less than $4,000,000.

   The firm will receive reimbursement of all reasonable out-of-
   pocket expenses.

   The Debtors will pay the firm a security retainer prior to the
   commencement of its activities.  The firm will hold the
   security retainer throughout the duration of its employment.

   The firm has already received a $750,000 prepetition retainer,
   which will be returned to the Debtors upon payment in full of
   the firm's outstanding invoices or applied to any outstanding
   invoices at the conclusion of the firm's engagement.

E. Indemnification

   The Debtors will indemnify and hold harmless Mr. Boken, KZC,
   including its principals and other employees and
   representatives or agents, to the fullest extent permitted
   under:

      (i) the Debtors' Articles of Incorporation and By-laws;

     (ii) the laws of the State of Delaware; and

    (iii) any Court order providing for indemnification of the
          persons engaged in the Debtors' reorganization
          proceedings.

Mr. Boken assures the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 04; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Final DIP Financing Hearing on June 20
--------------------------------------------------------
The Debtors and JPMorgan Chase Bank, N.A., in its capacity as
Agent for the DIP Lenders and Prepetition Agent for the
Prepetition Secured Lenders, agreed on the record at the First Day
Hearing to stipulate to certain amendments and modifications to
the DIP Interim Financing Order.

The parties agree that all committees appointed in the Debtors'
Chapter 11 cases will be permitted to use up to $200,000 to
perform investigations regarding and object, contest or raise any
defense to, the validity, perfection, extent or enforceability of
any amount due under the DIP Documents or the Existing Agreements,
or Court-approved liens or claims, and assert any Claims or
Defenses or causes of actions against JPMorgan, the DIP Lenders,
and the Prepetition Secured Lenders.

The Court will hold a final hearing to consider the Debtors'
request to incur postpetition indebtedness at 10:00 a.m., on June
20, 2005.  Objections to the Debtors' request must be filed by
June 15, 2005, at 4:00 p.m., prevailing Eastern time.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 04; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Hires Sitrick as Communications Consultant  
------------------------------------------------------------
The Debtors seek the Court's authority to employ Sitrick and
Company, Inc., as corporate communications consultant.

The Debtors need Sitrick to:

   -- develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies including customers, employees,
      vendors, shareholders and the media, regarding the Debtors'
      operations and financial performance and the Debtors'
      progress through the Chapter 11 process;

   -- develop public relations initiatives for the Debtors to
      maintain public confidence and internal morale during these
      cases;

   -- prepare press releases and other public statements for the
      Debtors, including statements relating to major Chapter 11
      events;

   -- prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' Web sites; and

   -- perform other communications consulting services as may be
      requested by the Debtors.

The Debtors believe that Sitrick is particularly well suited to
serve as their corporate communications consultants.  Sitrick
specializes in addressing sensitive business situations that
require communications strategies targeted to a variety of
constituencies, including customers, employees, vendors,
shareholders, bondholders and the media.

The Debtors also explain that Sitrick has substantial experience
providing corporate communications services to large corporations
in connection with both in- and out-of-court restructurings.  
Sitrick served as lead corporate communications consultant in
numerous cases under the Bankruptcy Code, including the Chapter
11 cases of Conseco, USG Corporation, US Airways Group, America
West Airlines, Solutia Inc., Eddie Haggar Limited, Inc., Fine
Host Corporation, FoxMeyer Corporation, Purina Mills, Inc., and
Service Merchandise Company, Inc.

Sitrick also is familiar with the Debtors' current corporate
communications needs.  Immediately prior to the Petition Date,
Sitrick assisted in the development and implementation of a
comprehensive communications strategy designed to facilitate the
smooth transition of the Debtors' operations into Chapter 11.  
Pursuant to this communications strategy, the Debtors, among
other things, (a) made public announcements of the commencement
of these cases and (b) made other communications to all relevant
audiences.  Through these and other ongoing activities, Sitrick's
professionals have worked closely with the Debtors' management,
internal communications staff and other professionals and have
become well acquainted with the Debtors' corporate communications
needs.

The Debtors intend to compensate Sitrick on an hourly basis in
accordance with its ordinary and customary hourly rates and
reimburse the firm's actual and necessary out-of-pocket expenses.

The Sitrick professionals that will primarily provide the
services and their hourly rates are:

                  Sandra Steinberg         $550
                  Steven Goldberg          $395
                  Giovanna Falbo           $245
                  Meaghan Repko            $185

The Debtors also propose to indemnify Sitrick for any
liabilities, costs and expenses incurred in connection with the
services to be rendered by Sitrick unless the amounts are
judicially determined to have resulted from Sitrick's gross
negligence or willful misconduct.

Steven Goldberg, a member of Sitrick, discloses that prior to the
Petition Date, Sitrick received an advance payment retainer of
$90,000 from the Debtors' operating funds.  The remaining balance
of the advance payment retainer is approximately $36,000 after
giving effect to payment of certain prepetition fees and expenses
paid from the retainer.  The Debtors have agreed that any portion
of the advance payment retainer not used to compensate Sitrick or
its prepetition services and expenses ultimately will be used by
Sitrick to apply against postpetition bills.  Any funds remaining
from the retainer will be returned to the Debtors' estates.

As of the Petition Date, the Debtors did not owe Sitrick any
amounts for prepetition services rendered, according to Mr.
Goldberg.

Mr. Goldberg further informs the Court that the firm has provided
services to Golden Tree Asset Management, Black Diamond Capital
Management and Canyon Capital Advisors LLC in matters unrelated
to the Debtors' cases.  

Nonetheless, Mr. Goldberg assures the Court that Sitrick neither
holds nor represents any interest adverse to the Debtors or their
estates.  The firm is a "disinterested person," as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 04; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COMMERCIAL CAPITAL: Fitch Chips $17M Class G Notes a Notch to B-
----------------------------------------------------------------
Commercial Capital Access One, Inc.'s commercial mortgage series
3, is downgraded by Fitch Ratings:

     -- $17.3 million class G to 'B-' from 'B'.

In addition, Fitch upgrades this class:

     -- $43.4 million class B to 'AA+' from 'AA'.

Fitch affirms these classes:

     -- $183.7 million class A2 at 'AAA';
     -- $100,000 class X at 'AAA';
     -- $43.4 million class C at 'A';
     -- $19.5 million class D at 'BBB';
     -- $6.5 million class E at 'BBB-';
     -- $10.8 million class F at 'BB';

Fitch does not rate class H. Class A-1 has paid off in full.

The downgrade is attributable to the expected losses on several of
the specially serviced loans.  Currently there are three loans
(14.5%) in special servicing with losses expected on two (13.5%).

The upgrade is the result of improved credit enhancement levels
from principal paydown and loan payoff.  As of the May 2005
distribution report, the transaction has paid down 21.9% to $338.6
million from $433.7 million at issuance.  Bank of New York, as
master servicer, is not required and does not prepare a watch list
for the portfolio.  In addition, the transaction has historically
been slow to report financials.

34% of the remaining pool is covered by a limited guaranty
provided by Sun America, Inc.  The guaranty requires Sun America
to pay the special servicer, on behalf of the trustee, an amount
equal to any realized losses arising from specially serviced
loans, or to purchase the specially serviced loans directly from
the trust.  Prior losses have reduced the outstanding coverage
from $14.4 million at issuance to approximately $11.3 million.

There are three loans (14.5%) in special servicing.  The largest
loan in special servicing (9.63%) is secured by a 618,899 square
foot (SF) office property located in St. Paul, MN.  The loan
transferred to the special servicer due to monetary default.  A
forbearance agreement was negotiated at the time but the borrower
failed to perform under the requirements.  The loan is 90 days
delinquent and some losses are possible upon liquidation.

The second largest loan in special servicing (2.1%) is secured by
a 230-room limited-service hotel located in Sandston, VA.  The
loan transferred to special servicer due to monetary default and
became real estate owned (REO) in the end of year 2003.  The
property is being marketed for sale. Recent appraisal values
indicate a potential loss upon the disposition of this asset.


COMMERCIAL MONEY: Court Okays $1 Mil. Ameriana Bancorp Settlement
-----------------------------------------------------------------
Ameriana Bancorp (NASDAQ/NM:ASBI) reached a settlement with the
Bankruptcy Trustee in the Commercial Money Center, Inc.,
bankruptcy proceedings, which has now been approved by the
bankruptcy court.  The agreement will result in a recovery of
approximately $1 million.  The Company expects to receive the
money within the next 10 days.

The anticipated settlement amount reflects actual collections to
date on leases that were part of two pools of equipment leases,
the income streams of which were purchased by Ameriana in 2001 for
approximately $12 million.  CMC, an equipment-leasing company,
originated and sold the lease pools.  The initial servicer of the
lease pools was Commercial Servicing Corporation.  Each lease in
the two pools was backed by a surety bond issued by either
American Motorist Insurance Company or RLI Insurance Co.,
guaranteeing payment of all amounts due under the leases in the
event of default by the lessee.

CMC and CSC declared bankruptcy over two years ago, resulting in a
$10.9 million charge-off by Ameriana on its remaining investment.
Ameriana subsequently filed claims in the CMC/CSC bankruptcies,
and the Trustee in bankruptcy filed adversary proceedings against
Ameriana.  The agreement reported to settle the litigation
involving Ameriana, together with approximately 18 other banks,
and the Trustee, will dismiss all adversary proceedings against
Ameriana and will pay to Ameriana all funds collected from the RLI
lease pool by the current servicer, U.S. Bancorp.

In late 2004, Ameriana settled its litigation against AMICO with
respect to the pool it had guaranteed, recovering $2.3 million.
Ameriana continues to pursue its litigation against RLI to collect
on the surety bond it issued on the other pool.

                    About Ameriana Bancorp

Ameriana Bancorp is a bank holding company.  Through its wholly
owned subsidiary, Ameriana Bank and Trust SB, the Company offers
an extensive line of banking services and provides a range of
investments and securities products through branches in the
central Indiana area.  As its name implies, Ameriana Bank and
Trust SB also offers trust and investment management services.  
The Bank has interests in Family Financial Holdings, Inc. and
Indiana Title Insurance Company, and owns Ameriana Insurance
Agency, a full-service insurance agency.

Commercial Money Center, Inc., filed for chapter 11 protection on
May 30, 2002 in the U.S. Bankruptcy Court for the Southern
District of Florida.  The Case was converted into a chapter 11
proceeding on June 28, 2002.  The Florida Bankruptcy Court ordered
that all collections by the servicers and sub-servicers under the
leases be paid in escrow to the bankruptcy trustee pending final
resolution of rights to those collections.  On Sept. 18, 2002, the
Florida Court transferred the Debtor's chapter 11 case to the U.S.
Bankruptcy Court for the Southern District of California (Case No.
02-09721).  


CONTINENTAL AIRLINES: May 2005 Load Factor Up 4.7 Points From 2004
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a May 2005 consolidated
(mainline plus regional) load factor of 79.1 percent, 4.7 points
above last year's May consolidated load factor, and a mainline
load factor of 79.8 percent, 5.1 points above last year's May
mainline load factor.  The carrier reported a domestic mainline
load factor of 81.2 percent, 6.1 points above May 2004, and an
international mainline May load factor of 78.0 percent, 3.8 points
above May 2004.  All four were operational records for May.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 83.7 percent and a
systemwide mainline completion factor of 99.8 percent.

In May 2005, Continental flew 6.7 billion consolidated revenue
passenger miles (RPMs) and 8.4 billion consolidated available seat
miles (ASMs), resulting in a traffic increase of 10.8 percent and
a capacity increase of 4.2 percent as compared to May 2004.  In
May 2005, Continental flew 5.9 billion mainline RPMs and 7.4
billion mainline ASMs, resulting in a mainline traffic increase of
9.8 percent and a mainline capacity increase of 2.8 percent as
compared to May 2004.  Domestic mainline traffic was 3.4 billion
RPMs in May 2005, up 7.9 percent from May 2004, and domestic
mainline capacity was 4.1 billion ASMs, down 0.3 percent from May
2004.

For the month of May 2005, consolidated passenger revenue per
available seat mile (RASM) is estimated to have increased between
8.5 and 9.5 percent compared to May 2004, while mainline passenger
RASM is estimated to have increased between 9.0 and 10.0 percent
compared to May 2004.  The principal factor contributing to
Continental's improved estimated RASM performance for May 2005
versus May 2004 was load factor improvement versus the prior
period.  Also contributing to the estimated RASM performance was
the impact of recent domestic fare increases and the carrier's
actions to appropriately revenue manage the emerging trend of
customers booking closer in to flight dates, to improve the mix of
local versus flow traffic, and to reduce its discounting. For
April 2005, consolidated passenger RASM increased 2.2 percent
compared to April 2004 and mainline passenger RASM increased 2.4
percent from April 2004.

Continental's regional operations (Continental Express) set a
record May load factor of 73.7 percent, 1.9 points above last
year's May load factor.  Regional RPMs were 739.3 million and
regional ASMs were 1,002.6 million in May 2005, resulting in a
traffic increase of 19.3 percent and a capacity increase of 16.2
percent versus May 2004.

Continental Airlines -- http://continental.com/-- is the world's     
sixth-largest airline, serving 128 domestic and 111 international  
destinations -- more than any other airline in the world -- and  
serving nearly 200 additional points via codeshare partner  
airlines.  With 42,000 mainline employees, the airline has hubs  
serving New York, Houston, Cleveland and Guam, and carries  
approximately 51 million passengers per year.  FORTUNE ranks  
Continental one of the 100 Best Companies to Work For in America,  
an honor it has earned for six consecutive years.  FORTUNE also  
ranks Continental as the top airline in its Most Admired Global  
Companies in 2004.  

                          *     *     *  

As reported in the Troubled Company Reporter on Apr. 25, 2005,  
Standard & Poor's Ratings Services lowered its ratings on selected  
enhanced equipment trust certificates (EETCs) of Continental  
Airlines Inc. (B/Negative/B-3) as part of an industrywide review  
of aircraft-backed debt.  Those and EETC ratings that were  
affirmed were removed from CreditWatch, where they were placed  
with negative implications Feb. 24, 2005.  

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

As reported in the Troubled Company Reporter on Feb. 28, 2005,  
Standard & Poor's Ratings Services placed its single-B ratings on  
Continental Airlines Inc. equipment trust certificates and  
enhanced equipment trust certificates on CreditWatch with negative  
implications.  S&P's rating action does not affect issues that are  
supported by bond insurance policies.  

"The CreditWatch review is prompted by Standard & Poor's concern  
that a prolonged difficult airline industry environment,  
characterized by high fuel prices, excess capacity, and intense  
price competition in the domestic market, has weakened the  
financial condition of almost all U.S. airlines and increased  
the risk of widespread simultaneous bankruptcies," said Standard &  
Poor's credit analyst Philip Baggaley.


CONTRACTOR TECHNOLOGY: Look for Bankruptcy Schedules on June 15
---------------------------------------------------------------          
Contractor Technology, Ltd., asks the U.S. Bankruptcy Court for
the Southern District of Texas for more time to file its Schedules
of Assets and Liabilities, Statements of Financial Affairs, and
Lists of Executory Contracts and Unexpired Leases.  The Debtor
wants until June 15, 2005, to file those documents.

The Debtor explains that it needs more time because its financial
situation is complex, with over 500 creditors and a significant
amount of personal property.  

The Debtor relates that on May 25, 2005, the company's Chief
Financial Officer, Steven Goldwitz, was hospitalized with chest
pains and heart attack like symptoms.  Mr. Goldwitz was working
with the Debtor's counsel to complete the Schedules and Statements
at the time he was hospitalized.  Mr. Goldwitz is currently
recuperating and the Debtor anticipates that with his
contribution, the preparation and completion of the Schedules and
Statements can be finished on or before June 15.

Headquartered in Houston, Texas, Contractor Technology, Ltd. --
http://www.ctitexas.com/-- is a producer of recycled concrete
and asphalt. The Company filed for chapter 11 protection on
May 13, 2005 (Bankr. S.D. Tex. Case No. 05-37623).  Gregory R.
Travis, Esq., at The Travis Law Firm, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of $10 million to
$50 million.


CWMBS INC: Fitch Retains C Rating on Class B4 Certs.    
----------------------------------------------------
Fitch Ratings has taken these rating actions on the CWMBS
(IndyMac) Inc. mortgage pass-through certificates:

CWMBS (IndyMac), mortgage pass-through certificates, series 2000-G
(RAST 2000-A7):

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA;
     -- Class B2 affirmed at 'AA';
     -- Class B3 downgraded to 'C' from 'CCC';
     -- Class B4 remains at 'C'.

CWMBS (IndyMac), mortgage pass-through certificates, series 2000-H
(RAST 2000-A8):

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA';
     -- Class B3 affirmed at 'B'.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$25.2 million of outstanding certificates.

The downgrades on class B3 of Series 2000-G (RAST 2000-A7) was
taken due to the losses incurred and the delinquencies in relation
to decreasing credit support provided by class B4 and affect
$1,806,874 of outstanding certificates.  As of the May 25, 2005
distribution, there have been $4.6 million in cumulative losses
and 40.50% of outstanding loans are in the 90+ day delinquency
bucket (including foreclosure and REO).

Fitch will continue to continue to closely monitor these deals.   

For specific delinquency and loss information, visit the Fitch
Ratings web site at http://www.fitchratings.com/


DELTA AIR: Amends Credit Agreement with GE Capital Corp.
--------------------------------------------------------
On May 31, 2005, Delta Air Lines, Inc., entered into an amendment
to the Credit Agreement, dated as of November 30, 2004, with
General Electric Capital Corporation, as a lender and Agent, and
other lenders.  The Amendment modifies certain financial covenants
in the GE Commercial Finance Facility, which:

   -- reduces the specified levels of EBITDAR (earnings before
      interest, taxes, depreciation, amortization and aircraft
      rent, as defined) that Delta is required to achieve for
      designated rolling periods.  Delta requested a change to the
      EBITDAR Covenant due to historically high fuel prices.

   -- increases the unrestricted funds that Delta is required to
      maintain to not less than $1 billion at all times.  Prior to
      the Amendment, the Liquidity Covenant required Delta to
      maintain not less than $1 billion in unrestricted funds at
      all times from March 1, 2005 through October 31, 2005 and
      $750 million at all times thereafter.

Delta has a number of other commercial relationships with GE
Commercial Finance and its affiliates, including financing
agreements, aircraft leases, and contracts for the purchase of
engines, among other arrangements.

Delta entered into comparable amendments with American Express
Travel Related Services Company, Inc., to amend the EBITDAR and
Liquidity Covenants in the financing agreements between Delta and
Amex (and its affiliates).

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

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


DLJ COMMERCIAL: Fitch Lifts $27M Class B-4 Certs. a Notch to BB+
----------------------------------------------------------------
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 1998-CF1 are upgraded by Fitch Ratings:

     -- $10 million class B-3 to 'BBB' from 'BBB-';
     -- $27.1 million class B-4 to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $465.1 million class A-1B 'AAA';
     -- Interest-only classes CP and S 'AAA';
     -- $50.4 million class A-2 'AAA';
     -- $50.3 million class A-3 'AA';
     -- $41.9 million class B-1 'A';
     -- $6.3 million class B-7 'B-'.

Fitch does not rate the $14.7 million class B-2, $15 million class
B-5, $15 million class B-6 or $13.7 million class C certificates.
Class A-1A has paid in full.

The upgrades reflect improved credit enhancement levels as a
result of loan performance and amortization.  As of the May 2005
distribution date, the pool's aggregate certificate balance has
been reduced 15.4% since issuance, to $709.6 million from $838.8
million.

The largest loan in the pool, the Showboat loan (12.9%), is the
only credit-assessed loan in the transaction.  The Dec. 31, 2004
debt service coverage ratio is 1.20 times (X) compared to 1.14x at
issuance.  The increase is attributed to the annual rent steps
based on the Consumer Price Index.  DSCR is calculated using
servicer provided ground lease payments and actual debt service
with a refinance constant.  Fitch maintains an investment grade
credit assessment on this loan.

The pool has a 20.3% exposure to five hotel properties.  The risk
of this property type concentration is mitigated by the credit
quality of the Showboat loan and the strong performance of the
second largest loan (4.2%) in the pool.  The second largest loan
is secured by a full service hotel located in Washington, DC.  The
property has shown improved performance since issuance.

Four loans are currently in special servicing (1.7%), the largest
loan is secured by a hotel property (0.8%) in Cleveland, OH and is
real-estate owned.  The property is currently under contract for
sale and losses are expected. The second largest loan (0.6%), is
secured by a multifamily property in Winston-Salem, NC and is 60
days delinquent. The special servicer has appointed a receiver at
the property and is pursuing foreclosure.


EDWARD ARNOLD: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Edward Harold Arnold
        15 Rooster Hill Road
        P.O. Box 152
        Valley Forge, Pennsylvania 19841

Bankruptcy Case No.: 05-17702

Chapter 11 Petition Date: June 2, 2005

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Dimitri L. Karapelou, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square, Suite 2020
                  2005 Market Street
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 557-3550

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ESTEBAN DEL VALLE: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Esteban Nieves Del Valle
        HC 01 Box 6853
        Bo Hato Nuevo
        Gurabo, Puerto Rico 00778

Bankruptcy Case No.: 05-05035

Chapter 11 Petition Date: June 1, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Irving K. Hernandez Valls, Esq.
                  Irving K. Hernandez Valls, C.P.A.
                  1002 Munoz Rivera
                  Olimpo Plaza, Suite 208
                  San Juan, Puerto Rico 00927
                  Tel: (787) 767-0446

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                      Claim Amount
------                                      ------------
Felizx R. Flores Falero                         $652,500
Apartado 295
Las Piedras, PR 00771

Banco Popular de PR                             $235,279
Bankruptcy Department
P.O. Box 366818
San Juan, PR 00936-6818

R & G Mortgage Corporation                      $139,208
P.O. Box 195079
San Juan, PR 00919-5079

Vidal Perez Cotto                                $78,000

R & G Mortgage Corporation                       $71,987

GE Capital                                       $50,000

Gloria Roma Ramos                                $44,612

Alberto Hadad Ramirez                            $25,000

Daisy Medina Ocasio                              $25,000

Israel Morales Vargas                            $20,000

Jose M. Velazquez Serrano                        $15,000

Daimler - Chrysler Serv.                         $11,000

Eliza Astacio Lopez                               $7,000

Ford Motor Credit                                 $7,000

Edwin San Miguel Barraco                          $5,000

Juan Aleman Figueroa                              $5,000

Luis Angel Acevedo Ramos                          $5,000


FARMLAND IND: Sues Pipeline Cos. for Breach of Utility Contract
---------------------------------------------------------------
The Business Journal of Kansas City reports that Farmland
Industries Inc. through its court-appointed trustee -- J.P. Morgan
Co. -- sued Mid-American, Texaco Natural Gas Inc., Williams Energy
Services and Oneok Inc. for breaching utility laws and contractual
agreements.

Farmland Industries filed the suit in the U.S. District Court for
the District of Kansas after the pipeline companies barred
Farmland from using their pipeline network in southeast Kansas,
the Journal relates.  

One contract breach Texaco made was allowing Oneok Inc. access to
the pipeline network in September 2001.  Oneok used the pipeline
to deliver gas to an El Dorado refinery, which competed with
Farmland, the Journal relates.  

According to the Journal, Farmland Industries suffered
"irreparable harm" because of the pipeline-access cut off.  Also,
Mid-America should have obtained the Kansas Corporation
Commission's approval before it terminated Farmland's access to
the pipelines.

The lawsuit was filed in the U.S. District Court for the District
of Kansas on May 31, 2005 (Case No. 2:05-cv-02231-CM-JPO).  
Constance L. Shidler, Esq., and James P. Zakoura, Esq., at     
Smithyman and Zakoura in Overland Park, Kansas, represent the
Plaintiff, JP Morgan Trust Company, National Association.

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


FAYE PATTERSON: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Faye Patterson
        1406 Crooked Tree Circle
        Stone Mountain, Georgia 30088

Bankruptcy Case No.: 05-70155

Type of Business: The Debtor is president of Heritage Christian
                  School for Children, Inc.

Chapter 11 Petition Date: June 3, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ralph Goldberg, Esq.
                  Ralph Goldberg, PC
                  1766 Lawrenceville Highway
                  Decatur, Georgia 30033
                  Tel: (404) 636-0331

Total Assets: $4,613,300

Total Debts:  $1,642,700

Debtor's 3 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Fleet Business Credit                            $50,000
   C/o Macy, Wilinkski & Cohen
   Suite 600, Marquis Tower
   285 Peachtree Center Avenue
   Atlanta, GA 30303-1229

   Bill Barry                                       $37,000
   3732 Stone Mountain Highway
   Snellville, GA 30039

   U.S. Foodservice Inc.                            $10,000
   c/o Simpson Law Offices
   One Securities Centre, Suite 300
   3490 Piedmont Road Northeast
   Atlanta, GA 30305


FERRO CORP: Poor Performance Prompts S&P to Lower Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Cleveland, Ohio-based Ferro Corp., including the corporate credit
and senior unsecured debt ratings to 'BB' from 'BB+'. Standard &
Poor's also removed the ratings from CreditWatch, where they were
placed in July 2004, and assigned a stable outlook.

The downgrade reflects Standard & Poor's concerns regarding the
company's ability to restore operating margins and earnings to a
level appropriate for the prior rating category.

"Sluggish conditions in Europe, elevated raw-material costs, and
the cyclicality of certain markets, including electronic materials
and automotive, call into question the prospects for a meaningful
strengthening of profitability during the next few years," said
Standard & Poor's credit analyst Wesley E. Chinn.  "Moreover,
management is still having to contend with the distractions
arising from an accounting investigation and the inability to file
Form 10-K for 2004 and Form 10-Q, although Standard & Poor's
stable outlook anticipates that the ultimate resolution of this
situation will not lead to any substantial negative financial
developments."

The ratings on Ferro reflect its aggressive debt leverage,
cyclicality of the company's markets, vulnerability to raw-
material costs, and lackluster operating margins and return on
capital.  These negatives are partially offset by the geographic
diversity of its fair-size chemicals portfolio, strengthening
earnings, and reasonable liquidity.  Ferro is the largest global
producer of ceramic glaze and porcelain enamel coatings, as well
as a meaningful producer of electronic materials and inorganic
pigments and colorants.

A global profile--over 50% of revenues are generated outside North
America--somewhat mitigates adverse effects from the cyclicality
of the company's key end markets:

    (1) building and renovation,

    (2) major appliances,

    (3) transportation,

    (4) household furnishings,

    (5) industrial products, and

    (6) packaging.

Volume prospects are enhanced in part by an expanding
manufacturing presence in Asia.  In this regard, there are new or
planned facilities for that region for the production of color (to
address in part the growth in the dinnerware sector), electrolyte,
porcelain enamel, and tile.  However, the economic environment in
Europe, which represents about one-third of Ferro's overall sales,
remains sluggish, thus continuing to negatively affect a large
portion of Ferro's tile, porcelain enamel and color and glass
businesses.

A modest improvement in overall earnings is expected for 2005,
aided by price increases, moderating raw-material cost increases,
the benefits of programs to reduce the cost base and realign
businesses to a more profitable mix, and strengthening conditions
in the electronic materials sector.  However, Ferro's ability to
restore the financial profile and overall profit improvement will
be hampered by restructuring charges and costs related to the
accounting investigation.

Moreover, the strength of domestic automotive and appliance
markets near term is unclear.  Operating margins before
depreciation and amortization are expected to strengthen modestly
from the mediocre level of less than 10% for 2004.  Some
improvement also appears in store for return on capital which is
low at well under 10% in recent years.


FIBERMARK INC: Court Revises Timing for Chapter 11 Process
----------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 21, 2005, the
U.S. Bankruptcy Court for the District of Vermont directed
the U.S. Trustee to appoint an independent examiner in FiberMark,
Inc.'s chapter 11 case to investigate intercreditor disputes and
associated issues.

The Court set a $200,000 spending cap on the examination process,
ordered the Examiner to submit written findings by June 8, and set
a status conference for June 15 to review the case and the
Examiner's report and recommendations.

                      Extension Request

At the examiner's request, the Court extended the examination
period until June 30, 2005, established a report filing deadline
of July 6, 2005, and scheduled a report review hearing for
July 12, 2005.

The Court also granted FiberMark's request that the extension not
affect the timetable for the company's filing of a plan of
reorganization, agreeing to lift the moratorium on the filing of
nonconsensual plans as of June 15.  The company intends to file a
new plan of reorganization as soon as possible.  The deadline for
any plan of reorganization filing remains Aug. 8, 2005.

In his motion to request the extension, the examiner indicated
that his "investigation as to the dispute among Committee members
and the Debtors concerning corporate governance issues and
fiduciary duties is more complicated and extends over a greater
period of time than that which may have been originally
anticipated."

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

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


FLINTKOTE COMPANY: Asbestos PI Committee Hires Legal Analysis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave the
Official Committee of Asbestos Personal Injury Claimants appointed
in the chapter 11 cases of The Flintkote Company and Flintkote
Mines Limited, permission to hire Mark A. Peterson and his
company, Legal Analysis Systems, Inc., as its asbestos-related
bodily injury consultant, nunc pro tunc to February 14, 2005.

Legal Analysis will provide expert services regarding the
identification and treatment of asbestos bodily injury claimants.
Legal Analysis will also:

   a. estimate the number and value of present and future asbestos
      personal injury claims;

   b. develop claims procedures to be used in the development of
      financial models of payments and assets of a claims
      resolution trust;

   c. review and analyze the Debtors' claims database and review
      and analyze the Debtors' resolution of asbestos claims;

   d. evaluate reports and opinions of experts and consultants
      retained by other parties to these bankruptcy proceedings;

   e. evaluate and analyze proposed proofs of claim and bar dates
      and analyses of data from those proofs of claim;

   f. analyze quantitatively other matters related to asbestos
      bodily injury claims as may be requested by the Committee;
      and

   g. testify on matters as requested by the Committee.

The Committee selected Legal Analysis based upon its extensive
experience and knowledge with respect to analyzing and solving
complex problems associated with asbestos-related bodily injury
matters.  Mark A. Peterson's experience includes extensive
analytical support in estimating the number and time of potential
asbestos-related bodily injury claims by disease, development of
alternative methods of providing compensation for asbestos-related
issues, estimation of the costs of such compensation and
consulting with asbestos trusts on claims, procedures and
estimations.

Mr. Peterson charges $600 per hour.  Daniel Relles, Legal
Analysis' statistician, bill $375 per hour.

Mr. Peterson assured the Court that Legal Analysis:

   * is "disinterested" within the meaning of Section 101(14) of
     the Bankruptcy Code and holds no interest adverse to the
     Debtors or their estates for the matters for it is to be
     employed; and

   * has no connection to the Debtors, their creditors or other
     related parties.

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,
Flintkote Mines Limited, 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.


FRESH CHOICE: Investors to Sponsor Proposed Reorganization Plan
---------------------------------------------------------------
Fresh Choice, Inc. (Pink Sheets:SALDQ) entered into a letter
agreement with the Official Committee of Unsecured Creditors
appointed in its chapter 11 case, Crescent Real Estate Equities
Limited Partnership and Cedarlane Natural Foods, Inc., whereby
Crescent and Cedarlane will sponsor a recapitalization of the
Company pursuant to a plan of reorganization.  Crescent is the
holder of 100% of the Company's Class B Preferred Stock.  
Cedarlane is a leading producer of Gourmet and organic food
preparation and commissary operations with a specific focus on
food of the same type and style as served at Fresh Choice
restaurants.

Under the proposed joint plan of reorganization to be filed by the
Company, the Committee, Crescent and Cedarlane in the United
States Bankruptcy Court for the Northern District of California
Crescent and Cedarlane would acquire 100% of the new equity
interests in the reorganized Company.  Existing holders of the
Company's common equity interests would not receive any
consideration on account of such interests under the terms of the
Plan to be proposed in accordance with the Agreement.  Both the
Plan and the disclosure statement with respect thereto, are
subject to Bankruptcy Court approval.  The Committee supports
approval of the Plan.

Headquartered in Morgan Hill, California, Fresh Choice, Inc. --
http://www.freshchoice.com/-- owns and operates 35 salad bar  
eateries, mostly located in California.  The company filed for
chapter 11 protection on July 12, 2004 (Bankr. N.D. Calif. Case
No. 04-54318).  Debra I. Grassgreen, Esq., Tobias S. Keller,
Esq., and Joshua M. Fried, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $29,651,000 in total assets and
$14,348,000 in total debts.


GLOBE-X MANAGEMENT LIMITED: Section 304 Petition Summary
--------------------------------------------------------
Petitioners: Clifford A. Johnson
             Wayne J. Aranha
             Joint Official Liquidators

Debtors: Globe-X Management Limited
         Nassau, Bahamas

            -- and --

         Globe-X Canadiana Limited
         Nassau, Bahamas

Case Nos.: 05-14032 & 05-14034

Type of Business: The Debtors managed investments accounts.  

                  Cinar Corporation's vice president
                  transferred US$122 million to the Debtors
                  without Cinar's Board of Directors' knowledge.
                  The Debtors then invested the funds in
                  Norshield Mosaic Fund Limited.  Norshield Mosaic
                  informed the Debtors that they transferred the
                  funds to Norshield Composite.  Norshield
                  Composite then entered a Total Return Swap with
                  the Debtors totaling US$100 million.  Norshield
                  Composite purchased from Royal Bank of Canada
                  Dominion Securities Corporation 1,000 Cash-
                  Settled European Style Index Call Options for a
                  total premium of US$15,000,000, exercisable on
                  July 29, 2004.  

                  The Petitioners want to stop RBC from paying
                  Norshield Composite on the exercise or early
                  termination of the CSI Call Option.  Petitioners
                  also want RBC, Norshield Asset Management Ltd.
                  Chicago and Terri Engelman-Rhoads to produce
                  documents regarding the CSI Option and TRS
                  transactions.

Section 304 Petition Date: June 3, 2005

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Petitioners' Counsel: David M. Green, Esq.
                      Stevens & Lee, P.C.
                      485 Madison Avenue, 20th Floor
                      New York, New York 10022-3904
                      Tel: (212) 319-8500
                      Fax: (212) 319-8505

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Globe-X Management Limited    $10 Million to     $50 Million to
                              $50 Million        $100 Million

Globe-X Canadiana Limited     $10 Million to     $50 Million to
                              $50 Million        $100 Million


GRANDE COMMS: Moody's Affirms $136M Sr. Sec. Notes' Junk Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Grande Communications' Caa2
senior implied rating, SGL-3 speculative grade liquidity rating
and revised the rating outlook to positive.  The positive outlook
reflects the company's success in reducing leverage meaningfully
following last year's debt issuance (debt declined from about
eight times EBITDA to about five times as of March 31, 2005) and
replacing very sizable revenues that were lost when MCI ceased to
be a customer with new revenues.

It also recognizes continued opportunities for de-levering as a
result of revenue and margin appreciation.  Moody's remains
concerned about the company's sizable capital expenditure
requirements given its uncertain access to capital, as well as the
overall risks associated with the overbuilder strategy
(predominantly competition from well capitalized incumbents).

Moody's affirmed these ratings:

   -- $136 Million of Senior Secured Notes due 2011 -- Caa2
   -- Senior Implied Rating -- Caa2
   -- Speculative Grade Liquidity Rating -- SGL-3

The rating outlook is positive.

The Caa2 senior implied rating continues to reflect the company's:

   * still high leverage and low coverage (albeit meaningfully
     improved from last year);

   * the expectation of ongoing cash burn; and

   * the consequent need to raise additional capital in order to
     fund the company's expected growth.

Moreover, Grande's capital expenditure requirements still relate
in part to network buildouts, in addition to more success-based
capital requirements.  While Moody's believes Grande could sustain
a lower growth model over the near term, such a strategy would
inevitably inhibit long term returns as well as exacerbate
concerns regarding the firm's potential enterprise value, since
operations are predominantly in overbuilt territories.  

Also, given the lower EBITDA margins inherent to overbuilders,
mostly due to lower market penetration, Moody's believes the
company's current capital structure constrains its financial
flexibility.  Similarly, as a relatively small service provider,
operating in markets with far better capitalized incumbents,
including TimeWarner, SBC and Echostar and the potential for
additional new entrants, Grande is particularly vulnerable to
competition.

However, the ratings also consider the company's:

   * attractive network (fully deployed 860 MHZ);

   * assets which today can provide a complete product bundle
     (video, high speed data and telephony);

   * the potential to organically de-lever without additional
     capital over the near term; and

   * the opportunity to benefit from the good demographics within
     its territory (within Texas).

The positive outlook reflects Moody's belief that the Caa2 senior
implied rating could improve if the company either continues to
meet its projections and raises the additional capital as
anticipated by the management team, or, contrarily, slows its
growth pace and consequently reduces capital expenditure
requirements and de-leverages in this manner.  Ratings above the
Caa1 level are not likely until the company meaningfully improves
its liquidity, preferably with both bank availability and common
equity, but potentially with either if revenues and profitability
improve beyond current expectations.  

The outlook could revert to stable or negative if the company's
financial flexibility becomes more constrained either because the
growth is not supported by increases in contributed capital or
because competition ultimately prevents Grande from growing into
its capital structure.

As of March 31, 2005, leverage is high with debt of about 5.3
times the last quarter's annualized EBITDA, and cash flow coverage
is negative as capital expenditures exceed EBITDA.  Importantly,
given the absence of a bank facility, the company has about
$50 million in cash (of which $20 million must be reserved).
Leverage is projected to continue to decline, driven by EBITDA
growth; nonetheless, by 2006, Grande is likely to require
additional capital.

Given the characteristics of an overbuilder and the potential for
a liquidity shortfall, determining Grande's recovery value in a
distressed scenario is challenging.  The reluctance of incumbent
MSOs to compete directly with one another, at least historically,
reduces the likelihood of non-financial buyers in a distress
scenario.  As such, asset valuations for overbuilt systems are
more uncertain, raising the prospect of principal impairment in a
restructuring scenario.  The Caa2 senior implied rating
incorporates the possibility that Grande's obligations are not
likely to be fully covered in a default scenario.

The Caa2 rating for the senior secured notes is rated at parity
with the senior implied in recognition of the preponderance of the
senior notes within the company's debt capital structure as well
as the security interest in the company's assets.  The indenture
allows for the ability to incur a secured bank credit facility,
subject to the incurrence test within the indenture.

Grande Communications Holdings, Inc. is a provider of video,
Internet and telephony services primarily serving communities in
six Texas markets.  The company also operates a competitive local
exchange carrier.  The company maintains its headquarters in San
Marcos, Texas.


GRAY TELEVISION: Moody's Rates New $400 Million Facilities at Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded today all of the long term
ratings of Gray Television, Inc. by one notch.  Additionally,
Moody's assigned Ba1 ratings to Gray's $400 million in new senior
secured credit facilities ($100 million Revolving Credit Facility,
$100 million term loan A facility, $200 million term loan B
facility).  The rating outlook is stable.  Proceeds from the new
senior secured transaction plus cash on hand will be used to repay
the company's $374 million in existing senior secured credit
facilities.

The one notch upgrade is based on Gray's 2004 financial
performance, which exceeded Moody's expectations resulting in an
improved balance sheet and credit metrics.  It is our expectation
that absent additional acquisitions the company has the ability to
delever through free cash flow going forward, balanced by the
company's willingness to return cash to shareholders instead of
bondholders.  Additionally, the upgrade incorporates the expanded
revenue opportunities presented by Gray's utilization of its
digital spectrum, which presents the company with the opportunity
of adding incremental channels in existing markets at limited
additional cost (Gray currently has four UPN channels running on
digital spectrum, with six more in the pipeline).

Moody's has assigned these ratings:

   1) a Ba1 rating to the $100 million senior secured revolving
      credit facility due 2011;

   2) a Ba1 rating to the $100 million senior secured term loan A
      due 2011; and

   3) a Ba1 rating to the $200 million senior secured term loan B
      due 2012.

Moody's has upgraded these ratings:

   1) the company's senior implied rating to Ba2 from Ba3;
   2) the senior subordinated notes to B1 from B2; and
   3) the senior unsecured issuer rating to Ba3 from B1.

The rating outlook is stable.

Moody's is withdrawing the current Ba2 ratings on the existing
senior secured term loan facilities.

The ratings reflect Gray's:

   * strong management track record of successfully integrating
     its acquisition of television assets;

   * maintenance of its dominant position within its markets (23
     of its 31 stations rank #1 in its news markets while 21 of
     its 31 stations rank #1 in sign-on and sign-off);

   * ability to garner a disproportionate share of revenues in
     their regions (averages approximately 40% in-market revenue);
     and

   * generate operating metrics that are at or above industry
     broadcasting peers.

The ratings benefit from the diversity of network affiliations (16
CBS, 8 NBC and 7 ABC) and cash flows (no television station
accounted for more than 10% of revenues in 2004).  Moody's also
notes that Gray benefits from operating in markets with less
television broadcast competition (74% of its markets have three or
less local television station competitors).  Further, the ratings
are supported by the meaningful asset value present in Gray's
portfolio of mid-market television stations.

The ratings remain constrained by the company's:

   * relatively high debt burden;

   * the likelihood that the company will continue its strategy of
     growing through acquisition of television stations in new
     and/or existing markets; and

   * Gray's willingness to return capital to shareholders.

Moody's note that in 2004 Gray returned about $32 million in cash
to shareholders in the form of dividends and share repurchases.
Additionally, Gray increased its share repurchase program in
November 2004 upsizing the program from 2.0 million to 4.0 million
shares in aggregate.  The ratings also reflect the risks posed
from the cyclicality of the advertising market and broader
concerns regarding the sustainability of broadcast audiences and
diversification of advertising spend over a growing number of
mediums (e.g. Internet, satellite radio).  Finally, the ratings
incorporate the lower margins of the company's much smaller
publishing business, and the risks and challenges associated with
the same, including paper price volatility and economic
cyclicality.

The stable outlook incorporates Moody's belief that the
challenging operating environment in 2005 given the off-year in
political advertising spending will be partially offset by the
expanded revenue opportunities of digital channel offerings.
Additionally, the stable outlook incorporates Moody's expectations
that leverage will improve over time as the company uses free cash
flow to repay debt.  

Moody's note that in 2004, about 14% of Gray's revenue was
politically sourced, the highest percentage of any broadcaster in
the country.  With the absence of political advertising spending
in 2005, the rating agency expects leverage (defined as total debt
plus preferred to EBITDA) to increase to about 6 times.  Given the
weaker expected operating environment in 2005, Moody's does not
expect the ratings to move up in the near-term.  The outlook may
be revised to negative if the company initiates further
distributions to shareholders (in the form of special dividends or
share repurchases) instead of using excess free cash flow to
reduce leverage.

As of March 31, 2005, pro forma for the refinancing, leverage as
measured by total debt plus preferred/EBITDA is high at about 5
times.  

Coverage as reflected by (EBITDA-CapEx)/(Interest+Preferred
Dividends) is modest at about 2 times.  Going forward, we expect
interest coverage after capital expenditures to improve given that
the company has largely completed the upgrade of its facilities
for digital television.

The Ba1 rating for the bank credit facilities reflects their:

   * senior most position in the capital structure;
   * the security interest in the company's assets;
   * subsidiary guarantees; and
   * the overall benefits of the sizable collateral coverage.

The B1 rating for the senior subordinated notes reflects their
effective and contractual subordination to the bank credit
facilities, as well as the benefits of the subsidiary guarantees.

Gray Television, Inc. is a diversified media company with
interests in:

   * TV broadcasting,
   * newspaper publishing,
   * paging, and
   * satellite uplink services.

The company is headquartered in Atlanta, Georgia.


HAYES LEMMERZ: Will Hold Stockholders Meeting on July 27
--------------------------------------------------------
Hayes Lemmerz International, Inc., will hold its Annual
Stockholders Meeting on July 27, 2005, at 8:00 a.m. Eastern
Daylight Saving Time, at the Company's world headquarters located
at 15300 Centennial Drive in Northville, Michigan.

According to Patrick C. Cauley, Hayes Lemmerz' Vice President,
General Counsel and Secretary, during the meeting, stockholders
are expected to:

    -- elect three Class II Directors to serve on the Board of
       Directors for a three-year term.  The nominees are:

       * William H. Cunningham;
       * Laurie Siegel; and
       * Moshen Sohi;

    -- ratify the selection of KPMG LLP as independent auditors
       for the fiscal year ending January 31, 2006; and

    -- transact other business that might properly come before
       the meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on May 31,
2005, are entitled to receive notice of and to vote at the Annual
Meeting.

A full-text copy of Hayes Lemmerz' Proxy Statement is available at
the Securities and Exchange Commission at:
http://tinyurl.com/9bhf4

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).


HIGH VOLTAGE: Committee Taps Lowenstein Sandler as Counsel
----------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Massachusetts gave
the Official Committee of Unsecured Creditors of High Voltage
Engineering Corporation and its debtor-affiliates permission to
employ Lowenstein Sandler PC as its counsel.

Lowenstein Sandler will:

   a) provide legal advice with respect to the Committee's powers
      and duties as an official committee appointed under Section
      1102 of the Bankruptcy Code;

   b) provide legal advice to the Committee with respect to any
      chapter 11 plan and disclosure statement filed in the
      Debtors' chapter 11 cases and in relation to the process of
      approving that disclosure statement and confirming that
      plan;

   b) prepare on behalf of the Committee all necessary
      applications, motions, complaints, answers, orders,
      agreements and other legal papers;

   c) appear before the Bankruptcy Court to present necessary
      motions, applications and pleadings and protect the
      interests of the Committee before that Court; and

   d) perform all other legal services for the Committee that are
      necessary and proper in the Debtors' bankruptcy proceedings.

Kenneth A. Rosen, Esq., a Director at Lowenstein Sandler, reports
the Firm's professionals' bill:

      Designation           Hourly Rate
      ------------          -----------    
      Partners              $300 - $575
      Counsel               $250 - $350
      Associates            $160 - $295
      Legal Assistants       $75 - $150

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

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

High Voltage filed its second chapter 11 petition on Feb. 8, 2004
(Bankr. Mass. Case No. 05-10787).  Douglas B. Rosner, Esq., at
Goulston & Storrs, represents the Debtors in their restructuring
efforts.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray is the Chapter 11 Trustee for the Debtors'
estates.  John F. Ventola, Esq., at Choate, Hall and Stewart
represents the Chapter 11 Trustee.


HORSEHEAD IND: Selling Unimproved Real Property for $3,000,000
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Horsehead Industries, Inc., and its debtor-affiliates
permission to sell their unimproved real property, adjacent to its
former Monaca plant, to SCB Services Corp. for $3 million.  The
sale is subject to higher and better offers.

The Hon. Stuart M. Bernstein also approved bidding procedures for
the sale.  All those interested to bid for the property must
submit an initial bid not less than $3,175,000 on or before 4:00
p.m. (EST) on June 9, 2005.

The bid must include evidence, satisfactory to the Debtors and the
Official Committee of Unsecured Creditors, of the bidder's
financial ability to close the sale of the property.

The Debtors will hold an auction on June 13, 2005, if they will
receive one or more competing bids.  The Auction will start at
10:00 a.m., at the office of:

               Angel & Frankel, P.C
               460 Park Avenue
               New York, NY 10022

If the Debtors will choose a buyer other than SCB Services, SCB
Services is entitled to a $175,000 break-up fee.

The Court will hold a hearing to consider final approval of the
sale on June 15, 2005.

Horsehead Industries, Inc., d/b/a Zinc Corporation of America, was
the largest zinc producer in the United States, and its affiliates
filed for chapter 11 protection on August 19, 2002 (Bankr.
S.D.N.Y. Case No. 02-14024).  Laurence May, Esq., at Angel &
Frankel, PC represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $215,579,000 in assets and $231,152,000 in debts.

On December 12, 2003, the Court authorized the sale of the
Debtors' businesses and substantially all of their assets to
Horsehead Acquisition Corp.  The sale closed on Dec. 23 and 24,
2003.  The Debtors are in the process of selling their remaining
assets.


HOTEL ASSOCIATES: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hotel Associates, LLC
        dba Ramada Plaza Hotel Columbia
        One Surrey Court
        Columbia, South Carolina 29212

Bankruptcy Case No.: 05-06477

Type of Business: The Debtor owns and operates a hotel.
                  See http://www.columbiaramadaplaza.com/

Chapter 11 Petition Date: June 3, 2005

Court: District of South Carolina (Columbia)

Judge: John E. Waites

Debtor's Counsel: Julio E. Mendoza, Jr., Esq.
                  Nexsen Pruet Adams Kleemeier, LLC
                  1441 Main Street, Suite 1500
                  Columbia, South Carolina 29201

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
CRIIMI MAE Services Limited   Real property with      $6,440,661
Partnership, as Special       improvements thereon
Servicer for the Trust        consisting of a 186
Entitled-LaSalle Bank N.A.    room full service
f/k/a LaSalle National Bank,  hotel commonly known
as Trustee for the            as the "Ramada Plaza"
Registered Holders of         located at 8105 Two
Mortgage Capital              Notch Road,
Funding, Inc.                 Columbia, SC
Multifamily/Commercial        Value of security:
Mortgage Pass-Through         $1,881,589
Certificates, Series 1997-MCI
c/o Thomas Waring, Esquire
P.O. Box 22828
Charleston, SC 29413

Ramada Franchise Systems,     Franchise Fees             $19,946
Inc.
P.O. Box 981337
El Paso, TX 799981337

Lodgenet Entertainment Corp.  Trade Debt                  $4,892
P.O. Box 952141
Saint Louis, MO 631952141

Safemark Systems              Trade Debt                    $990
P.O. Box 102008
Atlanta, GA 303682008


INDYMAC MBS: Fitch Affirms Low-B Ratings on Two Security Classes
----------------------------------------------------------------
Fitch Ratings has affirmed the following IndyMac MBS, Inc.,
Residential Asset Securitization Trust transaction:

    IndyMac MBS Residential Asset Securitization Trust, series  
    2004-A2 Group 1

      -- Class 1A 'AAA'.

    IndyMac MBS Residential Asset Securitization Trust, series
    2004-A2 Group 2

      -- Class 2A 'AAA';
      -- Class 2B1 'AA';
      -- Class 2B2 'A';
      -- Class 2B3 'BBB';
      -- Class 2B4 'BB';
      -- Class 2B5 'B'.

The affirmations on these classes reflect credit enhancement
consistent with future loss expectations and affect approximately
$170.34 million of outstanding certificates.

The trust, which consists of two pools of residential mortgage
loans are not cross-collateralized.  The Group 1 mortgage pool
consists of recently originated, conventional, fixed-rate, fully
amortizing, first lien, one-to four-family residential mortgage
loans with original terms to stated maturity of 30 years.  The
weighted average FICO score for the mortgage pool is approximately
706.

The Group 2 mortgage pool consists of seasoned, conventional,
fixed-rate, fully amortizing, first lien, one- to four-family
residential mortgage loans with original terms to stated maturity
of 15 or 30 years.  The weighted average loan age of the Group 2
mortgage loans will be approximately 93 months.  The weighted
average FICO score for the mortgage pool is approximately 712.

IndyMac Bank, FSB (IndyMac; rated 'RMS2+' by Fitch) is the master
servicer.

Fitch will continue to continue to closely monitor these deals.

For specific delinquency and loss information, visit the Fitch
Ratings web site at http://www.fitchratings.com/


J.E. GHILZON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: J. E. Ghilzon D.D.S., PLLC
        50706 Van Dyke Avenue
        Shelby Township, Michigan 48317

Bankruptcy Case No.: 05-58063

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      James Edward Ghilzon                       05-58135

Type of Business: The Debtor offers dental services.

Chapter 11 Petition Date: June 3, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Eugene W. Pyatenko, Esq.
                  143 Cady Center #203
                  Northville, Michigan 48167
                  Tel: (313) 737-0302

Total Assets: Unknown

Total Debts:  Unknown

The Debtors' List of its 20 Largest Unsecured Creditors was not
available at press time.


JACOBS ELECTRICAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Jacobs Electrical Construction, Inc.
        1813 Austin Drive
        Troy, Michigan 48083

Bankruptcy Case No.: 05-57964

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: June 2, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Kenneth L. Gross, Esq.
                  Thav, Gross, Steinway & Bennett, P.C.
                  30150 Telegraph Road, Suite 444
                  Birmingham, Michigan 48025-4519
                  Tel: (248) 645-1700

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


JP MORGAN: Fitch Shaves $7.4M Class L Certs a Notch to B-  
---------------------------------------------------------
Fitch Ratings downgrades JP Morgan Commercial Mortgage Finance
Corp., commercial mortgage pass-through certificates, series 2000-
C10:

     -- $7.4 million class L to 'B-' from 'B';
     -- $5.5 million class M to 'CC' from 'B-'.

In addition, Fitch affirms the following classes:

     -- $25.8 million class A-1 'AAA';
     -- $471.3 million class A-2 'AAA';
     -- Interest only class X 'AAA';
     -- $31.4 million class B 'AA+';
     -- $29.5 million class C 'A+';
     -- $9.2 million class D 'A-';
     -- $23.1 million class E 'BBB';
     -- $10.2 million class F 'BBB-';
     -- $14.8 million class G 'BB+';
     -- $14.8 million class H 'BB';
     -- $7.4 million class J 'BB-';
     -- $5.5 million class K 'B+'.

Fitch does not rate the $7.4 million class NR certificates.  The
downgrades are attributable to the expected losses on several of
the specially serviced loans.  Currently, nine loans (6.7%) are in
special servicing, with losses expected on six of these loans.  As
of the May 2005 distribution date, the pool's aggregate principal
balance has been reduced 9.96% to $663.3 million from $740.1
million at issuance.

The largest loan in special servicing (1.2%) is collateralized by
a 57,244 square foot office property in San Jose, CA.  The loan
transferred to the special servicer due to imminent default, as a
result of a drop in occupancy.  An unaffiliated investor has shown
interest in the property and the borrower is considering entering
a purchase and sale agreement.  At the same time the special
servicer is preparing for a foreclosure sale.  Recent appraisal
values indicate significant losses are possible upon sale of the
asset. The loan remains 90 days delinquent.

The second-largest loan in special servicing (1.1%) is
collateralized by a 408,842 sf industrial warehouse property
located in Aurora, IL.  The loan transferred to the special
servicer because of the borrower's request for a DPO (discounted
payoff), due to significant rollover expected through 2005 and
2006.  Negotiations between the special servicer and the borrower
are ongoing. The loan remains current.


KB TOYS: Bankruptcy Court Approves Plan Funding Bidding Procedures
------------------------------------------------------------------
The U.S. Bankruptcy Court approved uniform bidding procedures with
respect to the proposed auction of the right to fund KB Toys,
Inc.'s Plan of Reorganization.  Under the approved procedures,
qualified bids must be submitted by July 6, 2005.  If any
qualified bids are received, an auction will be conducted on July
11, 2005.

As previously announced on May 13, 2005, the Company entered into
a Plan Funding Agreement with PKBT Funding LLC, an affiliate of
Prentice Capital Management, LP.  The Company's agreement with
PKBT is subject to the Company's receipt of higher or better
offers, pursuant to the auction process, for the right to acquire
either substantially all of the Company's assets, including
assuming substantially all of the Company's leases for its retail
stores, or the equity interests in the reorganized Company.  The
Bankruptcy Court authorized the Company to conduct the auction,
approved certain procedures for the auction and approved a
termination fee and certain expense reimbursement provisions
negotiated with Prentice.

Under the Bankruptcy Court hearing schedule, the Company expects
that it will emerge from Chapter 11 before the 2005 holiday
season.  The Company's proposed Plan of Reorganization is
available on the Company's Web site, http://www.kbtinfo.com/

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)    
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, LLP, represents the toy retailer.  When the
Debtors filed for protection from its creditors, they listed
consolidated assets of $507 million and consolidated debts of
$461 million.


KB TOYS: Will Hold Plan Funding Auction on July 11
--------------------------------------------------
KB Toys Inc. and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the District of
Delaware to conduct an auction on July 11, 2005, for the right to
fund their Plan of Reorganization.

PKBT Funding LLC, an affiliate of Prentice Capital Management, LP,
made an initial offer to fund KB Toys' Plan.

              The Plan Funding Agreement with PKBT

Pursuant to the Agreement, PKBT will acquire on the effective date
of the Plan:

      * all of the preferred equity interests in Reorganized KB
        Toys; and

      * 90% of new common equity of Reorganized KB Toys.

The Plan Funding Agreement allows certain assets of the Debtors to
be transferred to a Residual Trust for the benefit of the
unsecured creditors:

      * $20 million in cash;
      
      * an aggregate number of common shares equal to 10% on a
        fully-diluted basis; and

      * the rights to the proceeds from the sale, refinancing,
        subletting or other disposition of the Debtors'
        distribution centers located in Alabama, Arizona and New
        Jersey.   

In exchange for the equity interests in Reorganized KB Toys, PBKT
will pay the Reorganized Debtors $20 million and provide a
seasonal overadvance credit facility of $25 million.

The Plan Funding Agreement is expected to close by Sept. 7, 2005.

Full-text copies of the Plan Funding Agreement and the bidding
procedures approved by the Honorable Donal D. Sullivan are
available for a fee at:

   http://www.researcharchives.com/bin/download?id=050603215739

One of the largest toy retailers in the United States, KB Toys
-- http://www.kbtoys.com/-- (which once boasted 1,200 stores)    
operates about 650 stores under four formats:

            * KB Toys mall stores,
            * KB Toy Works neighborhood stores,
            * KB Toy Outlets and KB Toy Liquidator, and
            * KB Toy Express (in malls during the holiday            
              season).

The company along with its affiliates filed for chapter 11
protection on January 14, 2004 (Bankr. Del. Case No. 04-10120).
The chapter 11 filing resulted in nearly 600 store closures and
4,000 layoffs.  In March 2004, KB Toys sold its KBToys.com
Internet business to an affiliate of D. E. Shaw, which renamed the
company eToys Direct.  Joel A. Waite, Esq., at Young, Conaway,
Stargatt, & Taylor, represents the toy retailer.  When the Debtors
filed for protection from its creditors, they listed consolidated
assets of $507 million and consolidated debts of $461 million.


KAISER ALUMINUM: Exclusive Plan Filing Period Extended to June 30
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the exclusive periods within which Alpart Jamaica, Inc., Kaiser
Jamaica Corporation, Kaiser Alumina Australia Corporation, and
Kaiser Finance Corporation have the right to:

   (1) file a plan or plans of reorganization for an additional
       60 days, through and including June 30, 2005; and

   (2) solicit acceptances of the plan for an additional two
       months thereafter, through and including August 31, 2005.

The extension will simply align the Liquidating Debtors' Exclusive
Periods with the confirmation schedule, providing the Liquidating
Debtors with the ability to complete the confirmation process for
the Liquidation Plans.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Law Debenture & Liverpool Present New Argument
---------------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation, its debtor-
affiliates and other parties sought the Court to overrule the
objections of Law Debenture Trust Company of New York.

Law Debenture Trust Company of New York is the Indenture Trustee'
under the Indenture dated as of February 1, 1993, under which
Kaiser Aluminum & Chemical Corporation issued certain notes
guaranteed by various debtor-subsidiaries of KACC, including
Alpart Jamaica, Inc., Kaiser Jamaica Corporation, Kaiser Alumina
Australia Corporation, and Kaiser Finance Corporation.

Law Debenture objects to:

   * the Liquidation Plans' treatment of the 1993 Note Guarantees
     as subordinated;

   * the discrete subordination issues raised by Liverpool
     Limited Partnership; and

   * the discrete issue of the Liquidation Plans' treatment of
     Law Debenture's fees and expenses.

*   *   *

Law Debenture Trust Company of New York and The Liverpool Limited
Partnership submit that the 1993 Note Guarantees are pari passu
with, and not subordinated to, the 1994/96 Note Guarantees.

Law Debenture and Liverpool address the most critical questions
raised at the hearings, which are:

    * How should a public indenture be construed?

    * What is the proper interpretation of Section 3.01 of the
      1993 Indenture?

    * If "Senior Indebtedness" as defined in a public indenture
      includes some debt but does not explicitly include
      guarantees of that debt, should those guarantees also be
      treated as senior?

According to Francis A. Monaco, Esq., at Monzack and Monaco,
P.A., these questions raise two additional questions that will be
a primary focus of Law Debenture and Liverpool's argument:

    1. What is the significance of the leading authority on public
       indentures, the "Commentaries on Model Debenture Indenture
       Provisions 1965, Model Debenture Indenture Provisions --
       All Registered Issues 1967 and Certain Negotiable
       Provisions Which May Be Included in a Particular
       Incorporating Indenture," and how do the Commentaries
       address the issues raised in the dispute?

    2. Most importantly, do the Commentaries address the exact
       guarantee issue that is the subject of the dispute?

                        Public Indentures

Mr. Monaco notes that when dealing with public indentures, the
bondholders have access to only one source for determining the
intention of the indenture, and that source is the indenture
itself.  The bondholders are not personally involved in the
negotiations, they have no knowledge of what the issuer's Chief
Financing Officer supposedly intended in his mind, they have no
knowledge of what the issuer's counsel supposedly intended when he
used "indebtedness" instead of "Indebtedness," they have no
knowledge of what an underwriter who barely even read the
indenture supposedly intended the indenture to mean, and they were
told that they can't rely on the prospectus or the "road show"
presentations as a source of contractual rights.

"Because subordination provisions serve potentially to limit
bondholder recoveries against issuers and guarantors, the
bondholders need to be sure of exactly what those limitations are,
not what the drafters now claim they 'intended' those limitations
to be when they drafted the indenture 12 years earlier," Mr.
Monaco says.

All that is left is the indenture itself, which is why Law
Debenture and Liverpool have no choice but to rely on the actual
terms and provisions in the 1993 Indenture.  Whether this is
referred to as "strict construction," "the four corners of the
document," or "basic contract law," Mr. Monaco says, it is a rule
that applies to unambiguous public indentures in general and to
subordination provisions in particular.

Mr. Monaco recounts that the highest court in New York and other
courts in the United States have emphasized that unambiguous
public indentures should be interpreted within the four corners of
the indenture.  "To hold otherwise would require courts to go down
the dangerous and slippery slope of considering self-serving
declarations and non-contemporaneous documents that are all within
the control of only one side to the litigation.  Either the 1993
Indenture is unambiguous and says what it says without the need to
resort to extrinsic evidence, or it is ambiguous."

               Section 3.01 of the 1993 Indenture

Mr. Monaco cites PMI Investment v. Rose (In re Prime Motor Inns),
167 B.R. 261 (Bankr. S.D. Fla. 1994).  Prime Motor was involved a
dispute as to whether the language of Section 2.2 of a Prime
Motor subordination agreement applied only to a loan or also
applied to a guaranty of that loan.

Section 2.2 of the Prime Motor subordination agreement provided
that:

    "Anything in the Subordinated Indebtedness notwithstanding,
    all payments of or in connection with the Subordinated
    Indebtedness are and shall be expressly subordinate and junior
    in right of payment and exercise to the prior payment in full
    of the Senior Indebtedness to the extent and in the manner
    provided herein, and the Subordinated Indebtedness is hereby
    subordinated as a claim against the Borrowers or any of the
    assets of the Borrowers to the prior indefeasible payment in
    full of the Senior Indebtedness, whether or not such claim is
    in connection with a Reorganization.  In furtherance of the
    foregoing, the Borrowers will not make, and PMI [the
    subordinated creditor] will not accept, any payment of or on
    account of Subordinated Indebtedness, whether such payments
    are made or attributable to any Borrower or any successor in
    interest before, during or after a Reorganization and whether
    such payments are attributable to principal, premium, if any,
    interest or other amounts (including any fees, expenses
    distributions on a claim against any Borrower, payment in a
    Reorganization intended to protect the interest of PMI with
    respect to the Subordinated Indebtedness, or any distributions
    to PMI in a Reorganization with respect to the Subordinated
    Indebtedness), until all the Senior Indebtedness has been
    indefeasibly paid in full in cash."

While ordered differently, Law Debenture and Liverpool assert that
both Section 3.01 of the 1993 Indenture and Section 2.2 of the
Prime Motor subordination agreement are quite similar in
substance.

One substantial similarity is that neither Section 3.01 nor
Section 2.2 refers to "guarantees" by name.  The senior creditor
-- FSA -- in Prime Motor made the exact same argument that the
1994/96 Parties have made, Mr. Monaco says.  FSA placed heavy
emphasis on the phrases "in connection with" and "on account of
that are found in Section 2.2 and the phrase "as protection for"
which is found in Section 2.3.  FSA sought to explain the absence
of any direct reference to payments by Northeast, Universal or the
guarantors as unnecessary.  According to FSA, because any payment
by Northeast, Universal or the guarantors is either "in connection
with," "on account of," or "as protection for" the Subordinated
Indebtedness, then all those payments are to be covered.

However, the Prime Motor Court rejected FSA's argument and gave
exactly the same reasons that Law Debenture and Liverpool have
given as a basis for rejecting the 1994/96 Parties' erroneous
interpretation of Section 3.01 of the 1993 Indenture.

In particular, the Prime Motor Court found:

    -- FSA's interpretation to be impermissibly predicated upon a
       selective reading of the Intercreditor Agreement isolating
       some clauses in sentences while ignoring other clauses in
       the same sentence.  Moreover, the Court declared that FSA's
       interpretation appeared to be difficult to accept upon a
       reading of the Intercreditor Agreement in its totality;

    -- that the next sentence of Section 2.2 begins with the
       phrase, "[i]n furtherance of the foregoing, the (PMI)
       Borrowers will not make, and PMI will not accept, any
       payment of or on account of . . ." the Subordinated
       Indebtedness.  While FSA in its argument emphasizes the
       words "on account of," when examined in the context of the
       entire sentence it appears an awkward way to state that
       payments by a guarantor are being referred to, especially
       considering that the sentence begins with the phrase "the
       Borrowers will not make . . .";

    -- that FSA places great emphasis on the phrase "in connection
       with" that appears in the first sentence of Section 2.2.
       But FSA's interpretation ignores that this same sentence
       then goes on to expressly provide that the scope of the
       subordination being agreed upon is "to the extent and in
       the manner provided herein."  The terms used in the second
       phrase are words of limitation and required that one look
       to the following provisions and the entire document to
       determine exactly what the "extent" and "manner" of the
       subordination is; and

    -- that the phrase "on account of" appears more naturally to
       refer to the long list of payments that are included in the
       parenthetical at the end of this sentence, which are
       various types of payments that may be made in the context
       of a Reorganization proceeding.  These payments, like
       adequate protection payments or distributions on a claim,
       are payments not technically made by the Borrower, but most
       certainly are "on account of" the underlying debt and have
       as their source the assets and property of the Borrower's
       estate.

"The Prime Motor Court got it right," Mr. Monaco asserts.
Fundamentally, subordination provisions should be read in their
entirety and in the context of the agreement as a whole, and if
there is an intention (i) to subordinate a guaranty as well as the
guaranteed obligation, and (ii) bind subsidiaries as well as the
parent, the subordination agreement should say so explicitly
rather than purportedly rely on vague phrases like "on account of"
or "with respect to."

                       Senior Indebtedness

Law Debenture and Liverpool tells the Court that the 1993
Indenture contains literally scores of specific references to
"guarantees" to the 1993 Note Guarantees and to the Subsidiary
Guarantors, including elsewhere in the definition of "Senior
Indebtedness" and including an entire Article Sixteen dedicated to
the treatment of the 1993 Note Guarantees and the Subsidiary
Guarantors.

Mr. Monaco argues that if the drafters had intended to include
"upstream guarantees" in the definition of "Senior Indebtedness,"
they would have done so expressly, just as they did elsewhere in
the definition.  And if the drafters had intended to include the
1993 Note Guarantees and the Subsidiary Guarantors in Article
Three, they would have done so expressly, just as they did
throughout Article Sixteen.

                         The Commentaries

The Commentaries were published in 1971 as the third step in the
"Corporate Debt Financing Project" of the American Bar
Foundation, with the first two steps focusing on "Model Debenture
Indenture Provisions."  The purpose of the Commentaries, Mr.
Monaco explains, is not only to comment on the Model Provisions
but also to present material which will be of assistance to
lawyers and their clients in negotiating and preparing indenture
provisions of the types customarily subject to negotiation.
Mr. Monaco points out that the 1994/96 Parties' interpretations
consistently conflict with the model provisions and comments
provided in the Commentaries.

Mr. Monaco contends that the 1994/96 Parties do not cite a single
case, treatise, or other commentary in support of their statement
that indebtedness for money borrowed somehow includes guarantees
in respect of money borrowed by others.

The Commentaries provide that it is important to clarify by
definition the types of liabilities, which are to be comprehended
by the defined term "Debt".  Debt for money borrowed is invariably
included.  However, in the absence of specific language in the
covenant or in the definitions, there might be some question as to
the applicability of the covenants to liabilities like assumptions
or guaranties of indebtedness of other persons, Mr. Monaco says.

To the extent that any of the 1994/96 Parties' interpretations is
still "possible," Law Debenture and Liverpool assert that the
applicable rules of contract interpretation, the overwhelming case
authority, the Commentaries and the 1993 Indenture itself require
any ambiguities to be construed in favor of the 1993 Noteholders.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LAIDLAW INT'L: Moody's Rates Proposed $600 Million Debt at Ba2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Laidlaw
International Inc. senior implied to Ba2 from B1.  In a related
action, Moody's assigned Ba2 ratings to the company's proposed
$300 million Term Loan and $300 million Revolving Credit facility.  
The rating outlook is stable.  This completes the ratings review
opened on December 22, 2004.

The ratings reflect the company's:

   * successful sale of its healthcare businesses for
     $818 million;

   * its substantially lower balance sheet once cash proceeds from
     the healthcare sale are used to repay existing debt; and

   * the leadership position of Laidlaw in the school bus transit
     segment.

The ability of management to be more focused on the operational
management of its core school bus operations, which Moody's
believes to be the company's strongest and most stable business
line, also supports the rating.  The ratings are balanced by:

   * uncertainty about the level of cash flow from Greyhound Inc.,
     the company's next largest business unit, which is now
     included as a guarantor of the company's debt;

   * the inclusion of the Greyhound leases in calculating adjusted
     debt;

   * the sustainability of earnings from the paratransit
     operations; and

   * the potential for substantially increased capital spending at
     the school bus operation over time.

The stable outlook reflects:

   * the predictability of cash flow from the contractual nature
     of Laidlaw's Educational Services units;

   * Moody's expectations that Laidlaw will be able to generate
     sufficient amounts of free cash flow over the near term from
     its three core business units (Educational Services,
     Greyhound, and Transit Services) to amply cover debt service
     and maintain solid credit metrics; and

   * conservative financial policies to keep debt levels low.

The ratings upgrade takes into account the meaningful improvements
in credit profile that have resulted from the sale of the
healthcare units and the reduction in debt.  However, the ratings
are somewhat constrained from further upward revision by Moody's
concerns about the long-term sustainability of cash flow that
could be derived from the Greyhound and, to a lesser degree,
Transit Services business segments without meaningful capital
investment in each of those units.

Moody's believes that Laidlaw is following a sensible strategic
approach with respect to Greyhound, by harvesting cash from the
still-profitable aspects of a declining market segment, foregoing
growth while reducing capital investment in this business.

However, a potential ratings upgrade would require substantial
improvement in credit fundamentals coinciding with growth in and
diversification of the company's revenue base, which Moody's does
not anticipate from Laidlaw over the next few years.  The ratings
or outlook may be pressured down if the competitive nature of the
company's core markets were to change resulting in lower market
share or margin reduction, or if the company were to increase debt
levels to fund large acquisitions, unexpectedly high CAPEX levels
or unanticipated pension plan contributions, or for any aggressive
share repurchase or equity distribution program, such that free
cash flow falls below 15% of debt or adjusted debt exceeds 3 times
EBITDAR.

In Moody's view, Laidlaw's sale of its AMR ambulance and EmCare
emergency room management businesses addressed two major areas of
concern.  First, the sale reduced volatility in Laidlaw's cash
flows.  Historically, the cash flows of both these health care
units, while large operations, have been unpredictable in terms of
stable cash flow generation and receivables collection, owing to
the nature of the business as well as legislative changes.  
Second, the company reduced the high level of debt relative to the
company's revenue base.  While the health care units contributed
about $1.6 billion of revenue, the units only generated about
$120 million of EBITDA and required about $30 to $40 million in
annual CAPEX.  Promptly following completion of the February 2005
sale, Laidlaw reduced debt by about one-half, repaying
$574 million of a term loan due 2009.

The considerably reduced debt level, combined with the greater
predictability of cash flow support the two-notch senior implied
rating upgrade.  As Laidlaw intends to repay its costly senior
unsecured note with the balance of the sale proceeds and proceeds
from the Term Loan, Moody's notes that the ultimate result will be
a transformational restructuring of Laidlaw's debt.  Moody's
estimates pro forma leverage, including Greyhound operations, of
about 2.0 times lease-adjusted debt-to-EBITDAR (LTM February
2005), versus a level of about 2.9 times LTM February 2005
EBITDAR, prior to the sale of the medical businesses and
completion of all re-financing transactions.  

With $404 million of 10.75% Laidlaw notes and $150 million of
Greyhound's 11.5% notes (not rated by Moody's) proposed to be
retired in the proposed refinancing, EBIT-to-interest improves
from about 2 times to pro forma 8 times, while pro forma free cash
flow is a robust 20% of the $312 million of debt outstanding once
all transactions are completed.  This debt level represents only
about 10% of Laidlaw's revenue base.

Somewhat offsetting the more conservative financial structure and
more focused operating strategy is Moody's continued concern about
the prospects for growth and profitability at Greyhound,
particularly since Greyhound is now a restructured subsidiary and
a guarantor of all of Laidlaw's debt.  Moody's notes strides in
improving Greyhound's performance, including the rationalization
of route structures with a moratorium on new bus orders (leased or
purchased), which has produced a recent trend of lower operating
costs and a more focused marketing strategy.  This, in Moody's
opinion, should result in improved financial results at Greyhound
over the near term.  

However, as long-haul intra-city passenger bus operations is
likely to continue to steadily decline, Moody's is concerned over
Greyhound's ability to generate stable operating cash flow
streams.  As such, it will be important that Greyhound
demonstrates the ability to maintain market share and pricing
levels in its core routes going forward, without substantial
increases in maintenance expenses or having to step up levels of
new bus expenditures or leases.

The Ba2 rating assigned to the proposed $600 million of Credit
Facilities is at the same as the senior implied rating, reflects
the fact that these Credit Facilities are expected comprise a
substantial majority of the company's debt.  These Credit
Facilities are guaranteed by all subsidiaries of Laidlaw,
including Greyhound.  Moody's estimates asset coverage of all of
the company's debt, including the new unsecured Credit Facilities,
to be substantial, which is factored into the senior implied
rating.  Laidlaw reported total assets of $3.2 billion as of
February 2005, net of the sale of the health care units.  The
largest component of this is PP&E (about $1.44 billion), which is
comprised primarily of vehicles.  The company also has sizeable
balances of accounts receivable ($345 million), insurance
collateral ($375 million) and deferred income tax assets
($313 million) on its balance sheet.  Against the $600 million
total commitment under this facility, Moody's believes that the
company's asset base would provide substantial implied coverage
even under a distressed sale scenario.

The rating on the company's 10.75% senior unsecured notes, to the
extent that any amounts remain outstanding following completion of
the company's Tender Offer, has only been raised one notch, to B1.
The rating of the 10.75% senior unsecured notes is now two notches
below the senior implied rating, reflecting their junior claim
behind the existing and future senior debt facilities.  The
notching on these notes also reflects the elimination of all
covenant protection currently provided to bondholders under the
existing indenture, under terms prescribed by the tender process.

The Speculative Grade Liquidity Rating of SGL-2 continues to
reflect Moody's assessment of Laidlaw's good liquidity position.
Although cash balances will reduce from almost $300 million as of
February 2005 to about $13 million upon close, Moody's expects the
company's operating cash flow from its businesses will more than
adequately cover near term CAPEX and debt service requirements,
with little likelihood that the company will have to draw
substantially on its revolving credit facility.  The SGL rating
also reflects the size ($300 million) of the Revolving Credit
facility.  

This facility will be entirely undrawn upon close, and, after an
estimated $110 million in letters of credit required over the next
12 months, provides an average of an additional $190 million of
liquidity to Laidlaw for any unexpected cash shortfalls, which is
important considering the seasonality of the company's Educational
Services business segment.  This facility is governed by certain
restrictive financial covenants, maximum leverage and minimum
fixed charge coverage in particular, of which Laidlaw is estimated
to have ample cushion upon close of the re-financing transactions.

These ratings have been assigned:

   * $300 million senior bank revolving credit facility due 2010,
     Ba2; and

   * $300 million senior term loan due 2010, Ba2.

These rating has been confirmed:

   * Speculative Grade Liquidity Rating of SGL-2.

These ratings have been upgraded:

   * 10.75% senior unsecured notes to B1 from B2;

   * Senior secured revolving credit facility due 2008, to Ba2
     from Ba3;

   * Senior implied rating, to Ba2 from B1; and

   * Senior unsecured issuer rating to Ba3 from B2.

These rating has been withdrawn:

   * Senior secured term loan B due 2009, formerly rated Ba3

Laidlaw International, Inc., headquartered in Naperville, Ill., is
the leading private provider of school bus services in the US and
Canada and para-transit services in the US.  The company maintains
a fleet of 40,000 vehicles for use in this service, with contracts
in 38 states and six provinces of Canada.  In addition, the
company is the 100% owner of Greyhound Inc., North America's
leading provider of inter-city passenger bus services.


LAIDLAW INT'L: Soliciting Consents to Amend 10.75% Senior Notes
---------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI) commenced a cash tender
offer and consent solicitation for its outstanding $403.5 million
aggregate principal amount of 10.75% Senior Notes due 2011.  The
tender offer is scheduled to expire at 5 p.m. New York City time
on June 29, 2005, unless extended.  The consent solicitation is
scheduled to expire at 5 p.m. New York City time on June 15, 2005,
unless extended.  The tender offer is being made upon the terms,
and subject to the conditions, set forth in the Offer to Purchase
and Consent Solicitation dated June 1, 2005, and related Consent
and Letter of Transmittal, which more fully set forth the terms of
the tender offer and consent solicitation.  Holders may withdraw
their tenders prior to 5 p.m. New York City time on June 15, 2005,
but not thereafter, except as may be required by law or as may be
extended under the Offer to Purchase.

The total consideration per $1,000 principal amount of Notes
validly tendered and not withdrawn prior to the Consent Date will
be based on the present value on the Initial Payment Date of
$1,053.75 (the amount payable on June 15, 2007, which is the date
that the Notes may first be redeemed by Laidlaw), and the present
value of interest that would be payable on, or accrue from, the
last interest payment date until June 15, 2007, in each case,
determined based on a fixed spread of 75 basis points over the
yield at 2 p.m. New York City time on June 15, 2005, unless
extended, of the 4.375% U.S. Treasury Notes due May 15, 2007.  The
Initial Payment Date will occur after the Consent Date, promptly
following satisfaction of the financing condition, which is
expected to occur on June 23, 2005.  In connection with the tender
offer, Laidlaw is soliciting consents to certain proposed
amendments to eliminate substantially all of the restrictive
covenants and certain events of default in the indenture governing
the Notes.  Laidlaw is offering to make a consent payment of
$20.00 per $1,000 principal amount of Notes to holders who validly
tender their Notes and deliver their consents at or prior to the
Consent Date. The purchase price for the Notes will be announced
by news release promptly after its determination.

                     Consent Solicitation

Holders tendering Notes will be required to consent to proposed
amendments to the indenture governing the Notes, which will
eliminate substantially all of the affirmative and restrictive
covenants and certain events of default and related provisions
contained in the indenture.  Adoption of the proposed amendments
requires the consent of at least a majority of the outstanding
principal amount of the Notes.  The consummation of the tender
offer and consent solicitation is subject to the conditions set
forth in the Offer to Purchase, including the receipt of consents
of Noteholders representing the majority in aggregate principal
amount of the Notes and is conditioned on Laidlaw obtaining the
financing necessary to fund the tender offer and consent
solicitation.

The tender offer will expire at 5:00 p.m. New York City time on
June 29, 2005, unless the offer is extended or terminated by
Laidlaw.  Laidlaw may, subject to certain restrictions, amend,
extend or terminate the offer and consent solicitation at any time
in its sole discretion without making any payments with respect
thereto.  Tendered Notes may not be withdrawn and consents may not
be revoked after June 15, 2005, except in limited circumstances.

Laidlaw has engaged Citigroup Global Markets Inc. and UBS
Securities LLC as dealer managers for the tender offer and
solicitation agents for the consent solicitation.  Questions
regarding the tender offer and consent solicitation may be
directed to Citigroup at (800) 558-3745 or (212) 723-6106 or UBS
at (888) 722-9555 x 4210 or (203) 719-4210.  Requests for
documentation should be directed to D.F. King & Company at (800)
431-9645 or (212) 269-5550, the information agent for the tender
offer and consent solicitation.  This announcement is for
informational purposes only and is not an offer to purchase, a
solicitation of an offer to purchase or a solicitation of a
consent with respect to any of the Notes.  The tender offer is
being made solely by means of the Offer to Purchase.

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

                         *     *     *

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

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


LTX CORP: Inks New $60 Million Term Loan with Silicon Valley
------------------------------------------------------------
LTX Corporation (Nasdaq: LTXX) secured a 5-year, $60 million Term
Loan from Silicon Valley Bank, the primary subsidiary of SVB
Financial Group (Nasdaq: SIVB).

"Silicon Valley Bank has been a valuable financial partner for
LTX.  They have worked consistently for the last fifteen years to
understand our business strategy and market," said Mark
Gallenberger, chief financial officer, LTX Corporation.  "This
loan agreement enhances LTX's financial position and enables us to
continue building LTX's market share and Fusion family of
products."

"It is Silicon Valley Bank's mission to help technology and life
science companies of all sizes prosper and we are pleased to
continue to support LTX Corporation's growth through this new
financing," said Irina Case, senior relationship manager, Silicon
Valley Bank.  "LTX represents our portfolio of large, publicly-
traded clients that require the diverse financial services we
customize for companies large and small."

                  About Silicon Valley Bank

Silicon Valley Bank -- http://www.svb.com/-- provides diversified  
financial services to emerging growth and mature companies in the
technology, life science and private equity markets, as well as
the premium wine industry. Through its focus on specialized
markets and extensive knowledge of the people and business issues
driving them, Silicon Valley Bank provides a level of service and
partnership that measurably impacts its clients' success. Founded
in 1983 and headquartered in Santa Clara, Calif., the company
serves clients around the world through 27 domestic offices and
two international subsidiaries in the U.K. and India.

                    About LTX Corporation

LTX Corporation -- http://www.ltx.com/-- (Nasdaq: LTXX) is a    
leading supplier of test solutions for the global semiconductor  
industry.  Fusion, LTX's patented, scalable, single-platform test  
system, uses innovative technology to provide high performance,  
cost-effective testing of system-on-a-chip, mixed signal, RF,  
digital and analog integrated circuits.  Fusion addresses  
semiconductor manufacturers' economic and performance requirements  
today, while enabling their technology roadmap of tomorrow.  

                       *      *      *

As reported in the Troubled Company Reporter on March 9, 2005,  
Standard & Poor's Ratings Services lowered its corporate credit  
rating on Westwood, Massachusetts-based LTX Corporation to 'B-'  
from 'B', and its subordinated debt rating to 'CCC' from 'CCC+',  
based on expectations for lower earnings and cash flow for the  
April 2005 quarter.  The outlook remains negative.

"The downgrade also reflects increasing concerns that the  
company's use of cash will strain liquidity, in light of the
August 2006 maturity of $150 million," said Standard & Poor's  
credit analyst Lucy Patricola.


MM&G ASSOCIATES: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MM&G Associates, Inc.
        454 East Broadway Boulevard
        Jefferson City, Tennessee 37760-2903

Bankruptcy Case No.: 05-27131

Type of Business: The Debtor owns the Atlas Cement plant in
                  Penn Hills, Pennsylvania.

Chapter 11 Petition Date: June 2, 2005

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: David W. Ross, Esq.
                  Babst, Calland, Clements & Zomnir, P.C.
                  Two Gateway Center, 8th Floor
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 394-5400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Eckert Seamans Cherin &       Legal services             $10,996
Mellot, LLC
USX Tower
600 Grant Street,
44th Floor
Pittsburgh, PA

Territ & Associates           Surveyor                    $5,000
10925 Kelso Drive
North Huntington, PA 15642


MAGRUDER COLOR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Magruder Color Company, Inc.
             dba Radiant Color Company
             dba Aztech
             dba Magruder Dispersions
             1029 Newark Avenue
             Elizabeth, New Jersey 07208

Bankruptcy Case No.: 05-2834

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Magruder Dry Color Company, LLC            05-28355
      Lucent Color, LLC                          05-28360
      Graphic Vehicles, Inc.                     05-28375

Type of Business: The Debtors manufacture basic pigment.  The
                  Debtors also supply quality products to the ink,
                  paint, and plastics industries.  Products
                  include organic pigments supplied as dry color,
                  press cake and flushed color dispersions,
                  specialty varnishes, acrylic chip color
                  concentrates, liquid dispersions, and
                  polyolefinic concentrates.  
                  See http://www.magruder.com/

Chapter 11 Petition Date: June 2, 2005

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Bruce D. Buechler, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2308
                  Fax: (973) 597-2400

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
Magruder Color           $10 Million to     $10 Million to
Company, Inc.            $50 Million        $50 Million

Magruder Dry             $0 to $50,000      $10 Million to
Color Company, LLC                          $50 Million

Lucent Color, LLC        $100,000 to        $10 Million to
                         $500,000           $50 Million

Graphic Vehicles, Inc.   $500,000 to        $10 Million to
                         $1 Million         $50 Million

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
North Metal & Chemical Company                $735,600
Attn: Mr. Fred Fay
P.O. Box 1904
609 East King Street
York, PA 17405

Wolff & Samson                                $294,853
Attn: Mr. Daniel Schwartz, Partner
1 Boland Drive, NJ 07052

Essential Fine Ingredients                    $280,617
Attn: Mr. Harold Kroez, President
One Channel Drive
P.O. Box 468
Port Washington, NY 11050

Quimetal Industrial, S.A.                     $276,575
Attn: Mr. Alfredo Claro
Los Yacimientos 1301
Santiago, Chile

Pacific Coast Enterprise, Inc.                $266,434
Attn: Mr. Michael Wang
9555 West Sam Houston Parkway, Suite 425
Houston, TX 77099

Amerada Hess Corporation                      $210,410
Attn: Ms. Joanne Cozzo
P.O. Box 11508
Newark, NJ 07101-4508

Chem-Met Company                              $172,626

K. Patel Dye Chem Ind. Pvt., Ltd.             $135,800

Hebei Xingyu Chemical Factory                 $128,000

TCC Chem Company Ltd.                         $124,802

Allegheny Color Corporation                   $122,871

Biddle Sawyer Corporation                     $116,181

Lawter International, Inc.                    $110,531

Univar USA, Inc.                              $102,890

Uhlich Color Company, Inc.                    $100,085

Meadwestvaco Corporation                       $98,952

Lenape Industries, Inc.                        $96,895

Kearny Steel Container                         $96,653

Omni Specialty Corporation                     $96,088

Sun Chemical Corporation                       $91,411


MAJOR CONTRACTING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Major Contracting, Inc.
        20008 Sherwood Street
        Detroit, Michigan 48234-2925

Bankruptcy Case No.: 05-57847

Chapter 11 Petition Date: June 2, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Kenneth M. Schneider, Esq.
                  645 Griswold, Suite 3900
                  Detroit, Michigan 48226
                  Tel: (313) 237-0850

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


MARSULEX INC: Moody's Affirms $60.7M Sr. Subord. Notes' B2 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Marsulex Inc., a
provider of industrial services including outsourced environmental
compliance solutions to businesses in Canada and the United
States.  The affirmation reflects:

   * Marsulex's solid business fundamentals with established long
     term contracts (generally two to seventeen years in length);

   * improved capital expenditures profile and sequential cash
     flow generation; and

   * the initiation of earnings realization from a major project.

The latter refers to the company's completion of plant
construction in September 2003 for the Syncrude project at Fort
McMurray Alberta, Canada and the ramp- up of earnings from this
project realized in the company's first quarter ended
March 31, 2005.

These ratings were affirmed:

   * B2 subordinated debt rating for 9.625% US denominated
     $60.7 million senior subordinated notes due 2008; and

   * Ba3 Senior Implied rating.

The ratings outlook is stable.

The ratings reflect the company's:

   * strong competitive position within its key focus areas;

   * long standing customer relationships in excess of 30 years;
     and

   * sizeable growth opportunities with the Syncrude project
     and the Montreal expansion project.

The Syncrude project started generating fee income in January 2005
and is expected to add CAD 7.5 million in EBITDA per year over the
15 year life of the project.  The expansion at the Montreal plant
is underway and is expected to increase the capacity of the
facility by 50% and extend the service agreement to 2015 from
2010.  The ratings also benefit from the barriers to entry for the
majority of the company's business created by:

   * the need for significant capital investment;

   * Marsulex's leading position for 40% of its revenues; and

   * the close proximity of the company's plants with its
     customers.

However, Marsulex's ratings are constrained by the significant
amount of financial leverage.  For the twelve months ended
March 31, 2005, the ratio of total Debt to EBITDA (adjusted to add
back the CAD 4.3 million in one time cash charge during the fourth
quarter of 2004 associated with the senior management change) was
approximately 3.4 times.  Moody's believes the company's coverage
of interest is weak for its rating category based on the ratio of
EBITDA less capital expenditures to interest of approximately 1.18
for the twelve months ended March 31, 2005.

In addition, Moody's anticipates that the company may need to
borrow over the near term to finance long term project growth
initiatives.  Furthermore free cash flow historically has been
hindered by the sizeable capital expenditures required during the
early periods of new projects.  While free cash flow in 2004 was a
positive CAD 10.6 million, 9.3% of debt, Moody's expects free cash
flow in 2005 to be depressed due to the sizeable amount of capital
expenditures required for the Montreal expansion, which is
expected to come online in 2006.  The ratings are further limited
by the company's significant exposure to changes in commodity
prices (roughly 40% of 2004 revenues), which is somewhat mitigated
by the structure of the chemical contracts.

The company's liquidity profile while, limited by the lack of a
committed external credit facility, is sufficient to fund any
seasonal working capital needs and maintenance capital
expenditures with cash on hand of CAD 27 million as of
March 31, 2005.  Liquidity also benefits from the limited amount
of near term debt maturities of CAD 1.6 million.

The B2 rating on the U.S. denominated $60.7 million senior
subordinated 9.625% bonds reflects their subordinated position in
the capital structure to CAD 40 million of a secured long-term
loan incurred in June 2003 to finance the Syncrude project.
Moody's expects coverage under the senior subordinated notes to be
sufficient and expects a full recovery in a distress going concern
or liquidation scenario.

Marsulex's stable outlook reflects cushion in the company's
operating profile to absorb any modest adverse economic
conditions.  The ratings outlook could benefit from:

   * the sustained improvement of free cash flow generation in
     excess of 15% of total debt;

   * reduction in leverage; and

   * increased percentage of contracted fee based earnings, which
     in 2004 was approximately 59% of EBITDA.  

Conversely the ratings could be pressured by the inability of the
company to return to positive free cash flow in 2006 and
sustainable free cash flow to debt of at least 10% in the forward
years, as well as any material debt funded acquisitions.


METROPCS INC: Sr. Notes Offer Cues S&P to Withdraw Junk Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services has withdrawn its
CCC/Negative/-- corporate credit and senior unsecured debt ratings
of privately owned, Dallas, Texas-based wireless carrier MetroPCS
Inc. following the completion of the company's previously
announced tender offer relating to its $150 million 10.75% senior
notes due 2011 for $1,192.72 for each $1,000 principal amount of
notes outstanding.

"While the tender included a provision for eliminating restrictive
covenants and default provisions in the note indenture, the tender
was not considered a distressed exchange given that the company
was repurchasing the notes above par," said Standard & Poor's
credit analyst Allyn Arden.

Standard & Poor's corporate credit and senior unsecured ratings on
MetroPCS were lowered to CCC from CCC+ in March 2005 because of
the company's ongoing failure to file financial statements with
the SEC, a requirement under the note indenture, and the need to
obtain multiple waivers from its note holders.


METROPOLITAN MORTGAGE: Asset Decline Cues Fitch to Lower Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed and taken rating action on these
Metropolitan Mortgage & Securities issues:

  Series 1998-B

     -- Class X affirmed at 'AAA';
     -- Class M1 upgraded to 'AAA' from 'AA';
     -- Class M2 affirmed at 'A';
     -- Class B1 downgraded to 'B-' from 'B';
     -- Class B2 remains at 'C'.

The affirmation on $6,805,499 of the above classes reflect credit
enhancement consistent with future loss expectations.

The negative rating action on class B1 is the result of poor
collateral performance and the deterioration of asset quality
beyond original expectations, and affects $5,833,284, of
outstanding certificates.  The overcollateralization amount for
series 1998-B has been completely depleted as of November 2003.

Therefore, the only credit enhancement available for class B1 is
the $846,796 outstanding balance of class B2.  Class B2 had
started taking principal write-downs in November 2003, with write-
downs currently aggregating at $1,097,632.  The three month
average monthly gross excess spread is $15,516, which is not
enough to cover the three month average monthly gross loss of
$91,677.

The upgrade on $8,963,569 of the above classes is due to the
growth within credit enhancement (CE), comprising subordination
and OC relative to future loss expectations.  The CE level for
class M1 has increased by more than six times original enhancement
levels at the closing date (Nov. 24, 1998).  Class M1 currently
benefits from 60% subordination (originally 9%).

Series 1998-B, with 12% of original collateral remaining, is a
mixed asset transaction.  As of the September distribution, 91% of
the collateral is residential mortgages, and 9% is commercial,
including restaurant, retail property, vacant land, and mixed use
property.  Currently, 8% of the mortgage pool has MI down to 80%
loan to value, which will serve to somewhat mitigate the overall
loss numbers.

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


MID-STATE RACEWAY: TrackPower Shareholders to Vote on Acquisition
-----------------------------------------------------------------
TrackPower, Inc. (OTCBB:TPWR) intends to hold a shareholders
meeting as soon as possible to obtain approval on various
proposals.  Management has begun working on the necessary
preliminary documents to deliver to the Securities and Exchange
Commission in order to hold a meeting later during calendar 2005.

The Company has several proposals requiring shareholder approval
including:

    -- The acquisition of Tioga Downs racetrack,
    -- The acquisition of Vernon Downs racetrack, and;
    -- Renaming the Company Liberty Racing and Gaming Inc.

The Tioga Downs property is currently owned by Tioga Downs
Racetrack LLC, which is a joint venture of Asolare II LLC
(Asolare) and Southern Tier Acquisitions LLC (Southern Tier).  
John Simmonds and Kenneth Adelberg, directors of TrackPower, are
shareholders of Asolare.  Southern Tier is solely owned by Jeffrey
Gural.  The directors have determined that due to the non-arm's
length nature of the proposed transaction between TrackPower and
Asolare, it will be necessary to obtain shareholder's consent to
proceed with the transaction.

The Vernon Downs property is currently owned by Mid-State Raceway,
Inc., and it is intended that the property will be acquired by
TrackPower.  The Company has agreed in principle that the Vernon
Downs property should become a cornerstone of the new Company
however the specific terms and conditions of an acquisition have
not yet been completed.  The directors are of the opinion that if
negotiations result in a mutually acceptable proposal, the
transaction will have to be approved by the shareholders of the
Company.

As part of the evolution of the Company, the directors have
decided to change the name of the Company from TrackPower, Inc.,
to Liberty Racing and Gaming, Inc.  The name change is intended to
better reflect the direction of the Company in the future.  The
Company will have two main sources of revenue arising from
horseracing wagering and video lottery terminal (VLT) gaming.

Subsequent to year-end, the Company has raised approximately
$827,000 through equity private placements and has advanced
approximately $710,000 to fund either the development of Tioga
Downs or provide debtor in possession (DIP) financing to Vernon
Downs.  The Company's contributions have been matched by funding
provided by Southern Tier Acquisitions LLC.

As previously announced, Mr. Edward M. Tracy has been appointed
CEO of the TrackPower and will be directing the affairs of the
Company effective immediately.  On May 26, 2005, Mr. Tracy was
also appointed a director of TrackPower.

Mr. Gary N. Hokkanen has also been appointed Chief Financial
Officer of the Company effective May 26, 2005.  Mr. Hokkanen
serves as CFO of Wireless Age Communications, Inc., and Azonic
Corporation.  Mr. Hokkanen will be primarily responsible for
public company financial reporting, assisting in the preparation
of the necessary proxy material for the shareholders meeting and
generally supporting Mr. Tracy as the Company begins to grow.

Effective immediately, the Company is also reactivating its Web
site at http://www.trackpower.com/and will refresh information as  
required over the next several weeks.

Ed Tracy, CEO of TrackPower commented, "There are several good
opportunities in this sector at the current moment and financial
markets are excited about gaming in general.  We believe that we
can bring a number of parties together to capitalize on these
opportunities and create shareholder value.  We have identified
two initial acquisition targets that will form a base.  From that
base we believe we can move quickly to consolidate other racing
and gaming assets.  We look forward to announcing other
opportunities as they present themselves."

The principals of Tioga Downs Racetrack are currently the DIP
lenders and the lead bidders to purchase the assets.  The company
plans to complete the 2005 race season, post bankruptcy, and
complete the VLT facility.

                        About TrackPower, Inc.

TrackPower, upon completion of this transaction will own Tioga
Downs. Tioga Downs is located in Nichols, N.Y. on the new
Interstate 86 between Binghamton and Corning. Tioga Downs is
situated on 130 acres and was home to a state-sanctioned Quarter
Horse racetrack. This facility is being redeveloped into a harness
track and a 750-machine VLT casino.

                        About Vernon Downs

Headquartered in Vernon, New York, Mid-State Raceway, Inc., dba
Vernon Downs -- http://www.vernondowns.com/-- operates a  
racetrack, restaurant and gaming resort.  The Company and its
debtor-affiliate filed for chapter 11 protection on August 11,
2004 (Bankr. N.D.N.Y. Case No. 04-65746).  Lee E. Woodard, Esq.,
at Harris Beach LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection, they listed
estimated debts of $10 million to $50 million but did not disclose
its assets.


MIRANT CORP: $2.35 Billion Exit Financing Proposal Draws Fire
-------------------------------------------------------------
On May 12, 2005, Mirant Corporation and its debtor-affiliates made
a major step toward emergence from Chapter 11 protection by
obtaining a commitment letter, from:

    1. J.P. Morgan Securities Inc.,
    2. J.P. Morgan Chase Bank, N.A.,
    3. Deutsche Bank Securities Inc.,
    4. Deutsche Bank Trust Company Americas,
    5. Deutsche Bank AG Cayman Islands Branch, and
    6. Goldman Sachs Credit Partners L.P.

A full-text copy of the Commitment Letter and other related
financing documents is available at no cost at:

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

The $2.35 billion Commitment Letter is allocated among:

    (a) a senior secured revolving credit facility for $1 billion;
    (b) a term facility for $500 million; and
    (c) a bridge facility for $850 million.

Under a Fee Letter, JPMorgan Chase Bank, Goldman Sachs Credit
Partners and Deutsche Bank Trust are entitled to the payment of
certain fees as consideration for the agreements and commitments
under the Commitment Letter.  The aggregate fees payable will
depend on whether the financing closes, the length of time until
closing, the ultimate size of the facilities after giving effect
to any reduction in the Credit Facilities and the timing or any
refinancing of the Bridge Facility of any reduction.

The Debtors will not incur any fees under the Fee Letter unless
there is a Closing, other than the commitment fee in respect of
the Bridge Facility of 0.375% of the commitment amount of the
facility.

The fees and expenses associated with the Credit Facilities
include customary commitment, underwriting, arrangement,
administration and fronting fees.

The Fee Letter also contemplates a modest "tail" on the payment
of commitment fees.

The Debtors agree to pay to the Commitment Parties $15,000,000,
in the event that after entry into the Fee Letter, the Debtors:

    -- confirm a plan of reorganization that is materially
       different from the Plan described in the Commitment Letter;
       and

    -- consummate any Alternate Transaction in connection with the
       alternate plan without engaging the Commitment Parties to
       provide, arrange, place or underwrite the Alternate
       Transaction.

The Debtors sought the Court's permission to file the Fee Letter
under seal, and to keep confidential the Fee Letter indefinitely
-- not to be deemed unsealed 60 days after the final disposition
of the Debtors' bankruptcy proceedings.

             Court Allows Sealed Filing of Fee Letter

Judge Lynn permits the Debtors to file the Fee Letter under seal,
and to keep the Fee Letter confidential indefinitely.  The Fee
Letter will not be unsealed 60 days after the final disposition
of the Debtors' bankruptcy proceedings.

The Court will convene a hearing to consider approval of the
Debtors' Exit Financing Motion on June 1, 2005, at 10:30 a.m.

            Equity Committee Wants Seal Order Vacated

Section 107(b) of the Bankruptcy Code compels a bankruptcy court,
on request of a party-in-interest, to "protect an entity with
respect to a trade secret or confidential research, development,
or commercial information; or protect a person with respect to
scandalous or defamatory matter contained in a paper filed in a
case under this title."

According to Eric J. Taube, Esq., at Hohmann, Taube & Summers,
L.L.P., in Austin, Texas, the Fee Letter does not meet any of
these criteria.  The Seal Motion stated that the "Debtors seek to
file the Fee Letter under seal because the Fee Letter contains
certain terms relating to pricing alternatives, which if
disclosed publicly, would substantially impair the Debtors'
ability to achieve the best terms available from the
marketplace."  Mr. Taube contends that Section 107(b) does not
contain a provision allowing for the sealing of a document to
protect a debtor's ability to achieve the best terms available
from the marketplace.

The Official Committee of Equity Security Holders, therefore,
asks Judge Lynn to vacate the Seal Order and direct public
disclosure of the Fee Letter.

                Objections to Exit Financing Motion

(A) MAGi Committee

The Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, sought and obtained Judge Lynn's permission to
file its objection to the Debtors' Exit Financing Motion under
seal.

(B) MirMA Landlords and U.S. Bank

The MirMA Landlords and U.S. Bank National Association, as pass-
through and lease-indenture trustee, seek clarification that
Mirant Mid-Atlantic, LLC, Mirant Potomac River, LLC, and Mirant
Peaker, LLC, and their leases are unaffected by the proposed Exit
Financing.

While the Debtors assert that "no breach, impairment or
encumbrance in respect of MirMA is contemplated," Phillip L.
Lamberson, Esq., at Winstead Sechrest & Minick P.C., in Dallas,
Texas, tells the Court that the Exit Financing documents are
ambiguous with respect to Mirant Potomac River's and Mirant
Peaker's facilities.

"Potomac River and Peaker are obligors under certain notes to
MirMA, and obligated as well under a capital contribution
agreement," Mr. Lamberson relates.  "The Leases contain certain
covenants respecting Potomac River and Peaker and their
obligations in respect of the Leases."

Mr. Lamberson notes that the Debtors' request excludes MirMA and
its subsidiaries as obligors.  Mirant Potomac River and Mirant
Peaker are proposed to be transferred to MirMA under the Debtors'
First Amended Plan.

The MirMA Landlords and the Trustee ask the Court to deny the
Debtors' Exit Financing Motion to the extent that the proposed
Exit Financing would:

   (1) obligate MirMA or its subsidiaries;

   (2) encumber any assets of MirMA or its subsidiaries;

   (3) be inconsistent with, or cause any of the Debtors to
       violate, any covenant of the Leases.

(C) MAGi Bondholders

"The exit financing is premature at this time," Jeffrey W. Hurt,
Esq., at Hurt & Lilly, LLP, in Dallas, Texas, tells the Court, on
behalf of the Ad Hoc Committee of Bondholders of Mirant Americas
Generation, LLC.

The Debtors should first work to resolve the numerous issues
surrounding the structure of the Plan instead of rushing to seek
approval of the Exit Financing Motion and saddling the estate
with an obligation to pay the $15 Million Penalty Fee, Mr. Hurt
suggests.  The Plan is likely to change significantly, Mr. Hurt
says, pointing out that numerous objections to the Plan and
Disclosure Statement have been filed.  Additionally, the Plan is
based on critical assumptions about the value of the Debtors,
which are still being litigated.

The Debtors, according to Mr. Hurt, have not provided any
argument or evidence that financing will not be available at a
later date from the Commitment Parties or other lenders.

The Debtors have failed to adequately describe critical features
of the Exit Facility, thus depriving the Court and parties-in-
interest of the ability to properly evaluate its effect on the
Debtors, Mr. Hurt adds.  The Exit Financing Motion implies that
the additional borrowings would be used to finance a cash-payout
of the Short-term Noteholders in the event that the Short-term
Noteholders do not receive debt securities.

However, the Exit Financing Motion does not specify whether the
additional funds in fact would be used only in that event and for
that purpose.  Furthermore, the Exit Financing Motion, which
summarily states that "the Debtors" will pay the $15 Million
Penalty Fee, does not disclose whether the funds would be
distributed from one or multiple bankruptcy estates and, in the
latter case, how that payment obligation would be distributed.  
Without that information, Mr. Hurst says, the Court and parties-
in-interest cannot meaningfully evaluate the Exit Facility.

(D) New York

The State of New York asks the Court deny the Debtors' Exit
Financing Motion until the State and other parties are heard on
their objections to the Amended Disclosure Statement and Plan.

Maureen F. Leary, Esq., Assistant Attorney General of the New
York State Department of Law, contends that the Debtors' Exit
Financing Motion failed to adequately specify the provisions of
the Exit Financing Agreement that will affect certain Debtors,
including the New York Debtors.  Consequently, the question of
whether the Exit Financing Agreement is in the best interest of
all Debtors, including the New York Debtors, cannot be answered,
Ms. Leary notes.

The State also objects to the Debtors' filing under seal of the
"Fee Agreement Letter."  According to Ms. Leary, the Debtors made
no showing that the Fee Agreement Letter qualifies as a document
that should be sealed under the rigorous standard Section 107 of
the Bankruptcy Code.  Moreover, the State and other governmental
entities are not represented by the Committees appointed in the
case and are prejudiced in not having access to the Fee Agreement
Letter so that the full import of the motion and the Exit
Financing Agreement can be understood.  

The State joins in the Equity Committee's request to vacate the
order sealing the Fee Agreement Letter.

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: Gets Court Approval on Nine Settlement Agreements
--------------------------------------------------------------
Mirant Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Northern District of Texas'
approval of nine settlement agreements entered into with various
entities, thereby resolving certain claims asserted against them.

    Debtors                Claim No.    Claimant
    ------                 ---------    --------
    Mirant Corp.,            7586       San Francisco Bay Regional
    Mirant Potrero,          7587          Water Quality Control
    Mirant Delta, LLC        7588          Board

    Mirant Corp.,            7583       Massachusetts Department
    Mirant Kendall, LLC,     7584          of Environmental
    Mirant Canal, LLC        7585          Protection

    Mirant Corp.,            6594       Burns & McDonnell
    Mirant Sugar Creek LLC,  6616          Engineering Company,
    Mirant Zeeland                         Inc.

    Mirant Corp.             7265       Gil Wisniak, on behalf of
                             7811          himself and all persons
                                           who had purchased the
                                           MAG Bonds

    Mirant Potrero, LLC,   7522-7525    California Department of
    Mirant Delta, LLC      7630,7631       Toxic Substances
                           7631            Control

    Mirant Corp.,          6217,6692    Gas Transmission
    MAEM                   7915,7916,      Northwest, Corporation
                           7917

    Mirant Corp.             2173       NSTAR Gas Company,
                             2174          Cambridge Electric
                             6259          Light Company,
                                           Commonwealth Electric
                                           Company, Boston Edison
                                           Company, NSTAR Steam
                                           Corporation

    Mirant Corp.               47       Arena Operations, LLC,
                                           successor-in-interest
                                           to Turner Arena
                                           Operations, Inc.

    Mirant Corp.,            4608       Edison Mission Energy, and
    Mirant EcoElectrica      4609          EME del Caribe
    Investments I, Ltd.,     4610
    Puerto Rico Power        4611
    Investments, Ltd.        4612

A. San Francisco Bay Settlement

The San Francisco Regional Water Quality Control Board is a
governmental entity in the State of California that regulates
water quality pursuant to state environmental laws and certain
provisions of the California Health and Safety Code.

On January 13, 2004, the SF Water Board filed Claim Nos. 7586,
7587 and 7588 due to alleged groundwater contamination at the
Mirant power plants in Potrero and Pittsburg.

The Debtors objected to the Claims since they were filed late,
and on the ground that Mirant Corp. is not the owner or operator
of both plants.  Additionally, Mirant asserted that the SF Water
Board has not alleged a basis for holding it, as parent, liable
for any claims that might be sustained as to Potrero or Delta.

The parties agree that the three claims are withdrawn.

B. Massachusetts Settlement Agreement

On January 13, 2004, Massachusetts Department of Environmental
Protection filed Claim Nos. 7583, 7584 and 7585 against Mirant
Corporation, Mirant Kendall, LLC and Mirant Canal, LLC.
Massachusetts asserts, among other things, that the Debtors have
liability to it under the Massachusetts Oil and Hazardous
Material Release Prevention and Response Act, G.L. c. 21E and 310
C.M.R. Section 40.0000. et seq., as a result of certain
activities at the Kendall Facility and the Canal Facility.

The Debtors are allegedly liable for a release of oil and
hazardous material at the Kendall Facility, and the
manufacturing, processing, or otherwise use of toxic or hazardous
substances at the Canal Facility.

The Debtors objected to the Claims asserting, among others, that
the claims were filed late.

After negotiations, the parties agreed that Claim No. 7584
against Mirant Kendall is allowed for $26,650.  Claim No. 7585
against Mirant Canal is allowed for $14,800.  Claim No. 7583
asserted against Mirant Corp. is disallowed.

C. Burns & McDonnell Engineering Company, Inc.

In March 2001, Mirant Zeeland entered into an agreement with
Burns in connection with the Zeeland Power Plant.  Mirant Sugar
Creek also entered into an agreement with Burns in connection
with the Sugar Creek Combined Cycle Power Plant on May 10, 2002.

Burns filed Claim No. 6616 for $584,949 against Mirant Zeeland
and Claim No. 6594 for $12,133,576 against Mirant Sugar Creek.
The Claims are alleged secured claims based on Burn's recorded
mechanic's lien for certain damages suffered under the
Agreements.

The Debtors sought disallowance of the Claims.  Mirant Sugar
Creek asserted that Claim No. 6594 should be reclassified as a
general unsecured claim, and disallowed because Burns failed to
provide documentation in support of the Sugar Creek Claim.
Mirant Zeeland, on the other hand, asserted that Claim No. 6616
should be reclassified as a secured claim to the extent of its
$13,645 lien and as an unsecured claim for any remaining amounts
on the ground that the amount of the claim exceeded the amount of
its lien.  The Debtors also want the Court to disallow Burns'
Zeeland Claim for $34,845 for alleged construction services.

As a result of arm's-length negotiations, the parties agreed,
among others, that Claim Nos. 6594 and 6616 are allowed as fully
secured claims for $3.2 million and $550,000 for all purposes and
will be paid in cash by Mirant to Burns on or before the Debtors'
plan confirmation date.

D. Wisniak, et al. Settlement Agreement

On June 11, 2003, Gil Wisniak filed a class action on behalf of
himself and all persons who had purchased the bonds of Mirant
Americas Generation, LLC, in 2002.  The Action styled Gil Wisniak
v. Mirant Americas Generation, LLC, et al., Civil Action No.
2003-CV-71095, was lodged in the Superior Court of Fulton County,
Georgia.

On July 22, 2003, the action was removed to the United States
District Court for the Northern District of Georgia, Atlanta
Division and designated as Civil Action No. 1:03-CV-2049.

In the complaint, Mr. Wisniak alleged claims for violations of
Sections 11 and 15 of the Securities Act of 1933.  The defendants
include MAGi, Richard J. Pershing, J. William Holden III, Stephen
G. Gillis, S. Marce Fuller, and Raymond D. Hill.

On November 19, 2003, the Bankruptcy Court stayed the Litigation,
barely a month after the District Court administratively closed
the Litigation.

Mr. Wisniak filed Claim No. 7265 in his individual capacity and
Claim No. 7811 on behalf of himself and a putative class for
liability arising out of the Litigation.

The Debtors commenced negotiations with the Claimants and reached
a compromise.  The parties agreed, among others, that:

    a. The Defendants will pay $2,250,000 in principal amount that
       will be placed in an interest bearing escrow account;

    b. An unsecured claim for $2 million will be allowed; and

    c. In the event that the Class Members who choose to opt out
       of the Settlement own more than 1%, in the aggregate, of
       the total number of MAGi Bonds purchased, the Defendants
       will have the option to withdraw from the Settlement.

E. California Department of Toxic Substances Control

The California Department of Toxic Substances Control is a
governmental entity in the State of California that is
responsible for enforcing state environmental laws.  Pursuant to
the Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. Section 9601, et seq., the Department
can seek recovery of its response costs from responsible parties.

In January 2004, the Department filed six proofs of claim against
Mirant Delta and Mirant Potrero, relating to potential
environmental response costs, hazardous waste fees, and
penalties, among others.

The Debtors investigated the Claims and subsequently entered into
negotiations with the Department.  The parties agreed that Claim
Nos. 7522 and 7523 are allowed as general unsecured claims
against Mirant Delta.  Claim Nos. 7524 and 7525 are allowed as
general unsecured claims against Mirant Potrero.  Claim Nos. 7630
and 7631 are withdrawn.

G. Gas Transmission Northwest Corporation Settlement Agreement

GTN Corporation filed Claim Nos. 6217, 6692, 7915, 7916 and 7917.
GTN asserts liability for breach of contract against Mirant
Americas Energy Marketing, and an unsecured claim for $53,123,400
in rejection damages plus all costs and fees.  Claim No. 7917
asserts liability for $32,843,000 based on a Guarantee Agreement.

The Debtors objected to the GTN Claims.

To avoid the cost of litigation, the Debtors and GTN agreed to
settle.  Judge Lynn accordingly approves the parties' Settlement
Agreement.

GTN will therefore have a final present value allowed claim
against MAEM equal to $25,000,000, and another $25,000,000
against Mirant based on the Guarantee, subject to reduction by
the value of any consideration paid or distributed to GTN from
MAEM on the Allowed Claim.  GTN will retain the Guarantee Claim
for any amount that remains unsatisfied.  Claim Nos. 6217, 6692
and 7915 are withdrawn.  The claim amount for Claim No. 7916 and
7917 are deemed modified and amended.

Judge Lynn also rules that the Order approving the Settlement
Agreement will impact the claims asserted by Credit Suisse First
Boston, as agent, and Wachovia Bank, N.A., only to the extent of
otherwise applicable non-bankruptcy law.

H. Arena Operations Settlement Agreement

On May 2, 2000, Mirant Corp. and Arena Operations, LLC,
successor-in-interest to Turner Arena Operations, Inc., entered
into a Suite License Agreement.  The License Agreement was deemed
rejected on September 15, 2003.

On September 11, 2003, Turner Arena filed Claim No. 47, a general
unsecured proof of claim against Mirant for $1,447,924 for the
unpaid fees under the License Agreement.  Mirant agrees that
Turner is the holder of an unsecured claim against Mirant's
estates.

The parties agreed that Turner Arena's successor-in-interest will
have an allowed general unsecured claim for $500,000 against
Mirant Corp.

I. Edison Mission Energy Settlement Agreement

Mirant sought to obtain the controlling interest in EcoElectrica
L.P., whose principal asset was a 540-megawatt electric
generation facility in Puerto Rico in 2001.  The acquisition was
pursuant to two separate, but cross-contingent, stock purchase
agreements.

Mirant terminated the stock purchase agreements because certain
closing conditions had not been satisfied or waived as of
December 31, 2001.  Edison Mission contended that Mirant was not
entitled to terminate the stock purchase agreements.

On March 8, 2002, Edison Mission filed a complaint for damages
for breach of contract against Mirant in the Superior Court of
the State of California, County of Orange -- Edison Mission
Energy, et al. v. Mirant Corp., et al., Case No. 02CC00059.
Edison Mission amended the Complaint asserting claims for breach
of contract, fraud, conspiracy to defraud, and negligent
misrepresentation.

On October 29, 2003, Edison Mission filed Claim Nos. 4608, 4609,
4610, 4611, 4612, and 4613.  The Debtors objected to the proofs
of claim.

On November 22, 2004, venue of the Claims and Objection was
transferred to the United States Bankruptcy Court for the
Southern District of New York before Judge Arthur J. Gonzalez in
In re Enron Corp., Case No. 01-160304.

On January 3, 2005, Mirant asked the Texas Bankruptcy Court to
estimate the Claims.

Subsequently, the parties informed the Bankruptcy Courts that
they have reached an agreement in principle with respect to the
Claims.  As a result, Judge Lynn stayed all further proceedings
relating to the Estimation Application.

The substantive part of the Settlement Agreement provides that
Claim No. 4612 will be allowed as a prepetition general unsecured
claim against Mirant Corp. for $7,000,000.  Claim Nos. 4608,
4609, 4610, 4611 and 4613 will be disallowed in their entirety.

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: Bayerische Opposes Substantive Consolidation
---------------------------------------------------------
Bayerische Hypo-und Vereinsbank AG holds a claim for not less than
$222.9 million against Mirant Americas Energy Marketing, LP,
which is unconditionally guaranteed by Mirant Corporation.
Bayerische Hypo-und's claims against MAEM and Mirant arise under
a series of related agreements that effectuated a prepaid forward
commodity transaction with MAEM.  The transaction closed on
October 11, 2001, after more than six months of careful
negotiation among the parties.

Jack R. Bird, Esq., at Bergman & Bird, L.L.P., in Dallas, Texas,
believes that MAEM cannot be substantively consolidated with
Mirant.  Consolidation cannot be imposed to alter the contractual
rights of objecting creditors where the parties understood that
they were dealing with separate companies, prepetition rights are
clear, MAEM itself warranted the validity and enforceability of
its contractual obligations, and its assets and liabilities are
not hopelessly entangled, Mr. Bird contends.

Mr. Bird adds that the Debtors' disclosures regarding substantive
consolidation lack the necessary information required under
Section 1125 of the Bankruptcy Code.  In attempting to eviscerate
more than $600 million of claims against Mirant's affiliates, Mr.
Bird says, the Disclosure Statement addresses substantive
consolidation in a mere 3 pages of cursory discussion.  "The
Debtors' failure to elaborate is a fatal flaw because there is no
way that either creditors can vote on or the Court can approve
the Plan without further disclosure."

Mr. Bird points out that the proposed substantive consolidation
will impermissibly strip Bayerische Hypo-und of its fundamental
and substantive right to recover from both of its contractual
counterparties -- MAEM and Mirant.

In essence, Mr. Bird contends that substantive consolidation
cannot be used to reduce Bayerische Hypo-und's direct claims
against MAEM and Mirant to a single recovery, because:

    a. MAEM and Mirant are not substantially identical;

    b. MAEM and Mirant are not hopelessly commingled -- the
       Debtors can and should provide a reasonable estimate of
       MAEM's inter-company assets and liabilities;

    c. The Debtors, both before and after Bayerische Hypo-und
       entered into its transaction with MAEM and Mirant,
       repeatedly assured investors through their public filings
       that MAEM was a separate and independent entity conducting
       commercial transactions;

    d. Bayerische Hypo-und relied on the separate credit of MAEM
       and Mirant as evidenced by, among other things, the
       structure of the prepaid forward commodity transaction and
       the separate and express representations and warranties of
       MAEM and Mirant;

    e. Bayerische Hypo-und will be severely prejudiced by the
       proposed substantive consolidation because it will reduce
       its recovery by millions of dollars; and

    f. The Debtors' proposed substantive consolidation is
       inequitable and violates Sections 1122 and 1129 of the
       Bankruptcy Code.

Mr. Bird notes that there is an alternative to the Debtors' Plan
-- compensate Bayerische Hypo-und in additional New Mirant Common
Stock, cash or even preferred shares for its claim against MAEM,
allowing the Debtors to move forward with their Plan without
severely prejudicing Bayerische Hypo-und.

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)


MONADNOCK VIEW: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Monadnock View Holdings, LLC
        P.O. Box 682
        Peterborough, New Hampshire 03458

Bankruptcy Case No.: 05-12250

Type of Business: The Debtor operates a restaurant and a spring
                  water transfer station.

Chapter 11 Petition Date: June 2, 2005

Court: District of New Hampshire Live Database (Manchester)

Judge: Mark W. Vaughn

Debtor's Counsel: Grenville Clark, Esq.  
                  Gray, Wendell & Clark, PC  
                  The Center of NH  
                  650 Elm Street  
                  Manchester, New Hampshire 03101  
                  Tel: (603) 625-4100  
                  Fax: (603) 625-4154

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MOUNT SINAI: Moody'a Affirms $664 Million Bond Rating at Ba1
------------------------------------------------------------
Moody's Investors Service has affirmed its Ba1 rating assigned to
Mount Sinai-NYU Medical Center Health System's outstanding Series
2000 bonds ($664 million outstanding).  The outlook has been
revised to stable from negative.  

The affirmation is in conjunction with annual surveillance,
receipt of audited fiscal year 2004 financial statements and
discussions with management at Mount Sinai Hospital and NYU
Medical Center.  The rating is based on financial performance and
balance sheet measures of the system that stabilized in fiscal
year 2004 after a multi-year decline and individual strategies put
into place by the two AMCs that are anticipated to result in
improved financial profiles for each AMC.

Currently, the strategic initiatives and group dynamics of the
obligated group are geared towards an eventual separation and
operating even more independently from each other (see legal
discussion below).  The outlook has been revised to stable from
negative as we believe the system is demonstrating that it has
stabilized its operations and implemented initiatives to stem the
large losses that have plagued the system since its formation.  
The obligated group is comprised of:

   * Mount Sinai Hospital,
   * NYU Medical Center, and
   * Hospital for Joint Diseases.

LEGALS: The obligated group includes both Mount Sinai Hospital and
NYU Medical Centers/HJD, who are jointly and severally liable for
the total Series 2000 debt.  Each obligated group member has
additional debt that is outside of the obligated group and not
jointly secured.

Bondholders should be aware that the system is revising certain
MTI covenants in conjunction with the remarketing of its Series B
and C bonds ($120 million) and a portion of its Series A bonds
($50 million) to broaden the options for a withdrawal from the
obligated group.  By purchasing the remarketed bonds, it will be
assumed that these bondholders consent to the changes to these
covenants.  It is also assumed that once approval by 51% of
bondholders is attained, that the changes will be deemed to be
legally amended and that DASNY will consent to the changes to the
MTI.  

These changes are being included in the remarketing agreements:

   1) a withdrawal from the obligated group would be permitted  
      only if that entity's pro rata debt is repaid in full
      (currently no member of the OG can withdraw from it);

   2) withdrawal is permitted if the rating for the remaining OG
      members is not downgraded when one member leaves the OG; and

   3) the debt service coverage for the remaining OG members for
      each of the last two years (based on audited financial    
      statements) is not less than 1.25 times and either 1.50
      times for the remaining members if such withdrawal had
      occurred at the beginning of the 12 month period or the
      ratio of long term debt to capital is not greater that it
      would have been had the withdrawal not occurred, or net
      assets of the OG is not less than 60% of the net assets of
      the OG at the end of the fiscal year immediately preceding
      the withdrawal of that member from the OG.

A change to the loan agreement has also been proposed that would
allow DASNY to release the mortgage of the member leaving the
obligated group once that member's pro rata debt is repaid.  This
change would also be effective with 51% approval of bondholders.

Swaps

MSU is not party to any swaps.  NYUMC is party to a floating to
fixed rate swap with HSBC Bank USA, NA in the notional amount of
$54.5 million that expires in 2008.

Fiscal 2004's Deficit Greatly Improved From 2003

The system completed another year of deficit operating financial
performance (fiscal year ending December 31, 2004); however the
$52.2 million operating loss was significantly improved from the
$91.3 million operating loss incurred in fiscal 2003 which
significantly missed the budgeted 2003 loss levels (Moody's
excludes one time nonrecurring items from revenue).  

The 2004 operating deficit on total operating revenue of $1.93
billion resulted in operating cashflow of $95.5 million (69.5%
increase over 2003 levels) resulting in an improved operating
cashflow margin of 5.0%, and improved MADS coverage of 2.05 times
from 1.56 times (Moody's included investment income normalized at
6%).  The system's debt increased by $67.5 million in 2003 with
the addition of a working capital loan, construction loan and
accounts receivable financing.  As a result, the system remains
leveraged as evidenced by its above average debt-to-cashflow of
9.1 times and cash to debt of 48% but we do note that these
indicators are improved from the prior year and halt the spiraling
downward trend.

The improved financial performance was particularly evident at
Mount Sinai which decreased its 2003 deficit from $82.1 million to
$45.3 million through disciplined expense controls, major revenue
cycle improvement that increased top line revenue including the
benefits derived from improved contract terms realized through
determined negotiations.  Increased volume (admissions were up 4%
to 49,725 admissions) and acuity were also key contributors to the
turnaround.  A change in the culture at MSH to one of
accountability, new personnel in the finance and billing
departments and adherence to productivity improvement benchmarks
can be credited with the significant improvement at that campus.

Moody's believes the controls and financial oversight now evident
have been effective as the turnover in financial leadership was
detrimental to establishing a pattern of budgeting consistency and
confidence in meeting budget expectations.  The new volume has
created capacity issues but growth is still anticipated from
targeted physician recruitments and strengthened affiliations with
its affiliated hospitals.  Controlling the growth of expenses to
below revenue growth remains the critical factor to the
maintaining the improved performance going forward.  MSH also
restructured its accounts receivable lending program during 2004,
replacing GMAC with an improved accounts receivable lending
agreement ($400,000 annual savings expected) with General Electric
Capital Corporation.

NYUMC reduced its deficit from $11.3 million in 2003 to $7.8
million in 2004 and is anticipating a 1% positive operating margin
in 2005 following improved contract negotiations that concluded in
2004 for its eight largest contracts (93% of managed care revenue)
which included rate increases that are expected to generate
$44 million of improved revenue over the 3 year contract terms.  
Cap Gemini is helping with revenue cycle initiatives that in
conjunction with length of stay reductions and performance
management are anticipated to keep NYUMC on an improving financial
trend.

                   Balance Sheet Improved In 2004
                  With Performance And Asset Sales

Cash increased during 2004 by $87.5 million at the system, largely
due to the $59.5 million gain on the sale of real estate (1200
Fifth Avenue) by MSH and favorable reduction in days in accounts
receivables at both AMCs.  Total cash at fiscal year end 2004 of
$351.2 million equates to an improved 69 days from 56 days but is
still light for a system of this size (Moody's excludes
alternative investments from unrestricted cash due to the limited
immediate access to these funds).  MSH holds the majority of the
system's cash although all of it is available for total system
obligations.

           2005 Financial Performance Anticipated To Improve

Management's goal for the system is to break even from operations
in 2005.  MSH is budgeting similar results for 2005 compared to
2004 performance although the expectation is for improved
performance from last year's results.  Increasing labor costs and
a payer mix that is heavily weighted toward Medicare and Medicaid
(62% of gross revenue) will temper the gains expected from:

   * the volume increases,
   * service line developments in oncology,
   * rehabilitation,
   * cardiology and neurology, and
   * strengthened affiliation relationships.  

Through March 31, 2005 (1Q05), MSH is reporting a $785,000
operating gain compared to an $8.9 million operating deficit in
the comparable 2004 period.  A 3% increase in volume and increased
acuity are key drivers of this material improvement in
performance.  NYUH is also demonstrating an improved financial
trend, recording an operating profit of $1.2 million through March
31, 2005 compared to a $2.5 million operating deficit for the
first quarter of fiscal 2004, aided by volume and acuity increases
and improved payer rates.

           Initiative Underway To Continue Financial Trend

The turnaround plans begun in 2004 have identified several key
areas of focus that will increase patient revenue and cashflow and
we believe the individualized strategic plans of MSH and NYUMC
indicate continued movement toward dissolving the merger between
these two academic medical centers.  Cardiology has been
identified as a service line that could be expanded at MSH and
additional catheterization labs have been added to maintain the
growth now being experienced in this important service line.

Similarly, improving relationships with voluntary physicians who
have admitting privileges but do not use MSH regularly and a new
clinical relationship with North General Hospital for tertiary
services are expected to result in new admissions to MSH over
time.  Revenue cycle improvements continue and improved
contracting arrangements with payers are expected to generate
improved revenue at MSH over the intermediate term.  Early results
are promising and similar efforts are also being directed at
supply chain opportunities.

NYUMC management has been equally busy identifying ways to improve
the financial health of that institution.  A reduction of 90 FTEs
mid-year and implementation of revenue initiatives (including
renegotiated managed care contracts) and other expense reductions
have been identified to return NYUMC to profitability.  NYUMC
opened a new ambulatory cancer center at the end of fiscal 2003
and new volume is already being generated there.  

A full asset merger with Hospital for Joint Diseases is underway
which may deflect the potential 15% reduction in revenue to HJD if
legislation regarding admission criteria for inpatient
rehabilitation facilities is passed and improve the coordination
(and retention of revenue) of orthopedic business between the two
facilities.  NYU and NYU Downtown Hospital have agreed to separate
rather than for NYU Downtown to continue as an affiliate hospital.
The sale of a parking lot for $84 million will provide NYU
Downtown with the funds needed to repay a note due to NYUMC
(approximately $13 million) although the terms and timing of this
have not been completed.

We believe that initiatives under way, coupled with volume growth
and improved financial positions, could get the obligated group
closer to the ultimate goal of separating into two distinct legal
borrowers.  We are relying on the relatively new CFO at MSH,
renewed focus on data driven management decisions and inherent
benefits of one management team responsible for the hospital and
medical school at MSH to continue reducing the losses at MSH which
have a disproportionate effect on the system's overall financial
performance.  Similarly, the initiatives underway at NYUMC to
stabilize its operations are equally important to demonstrating
overall stability and the potential to return to investment grade.

Key Facts:

(Based on audited financial results of the system dated
December 31, 2004)

   * Admissions: 94,618 admissions

   * Total operating revenue: $1.93 billion

   * Net revenue available for debt service: $133.8 million
     (Moody's normalizes investment income at 6%)

   * Total unrestricted cash: $351.2 million

   * Total debt outstanding: $726.2 million (includes short term
     debt)

   * Operating cashflow margin: 5.4%

   * Cash-to-debt: 48.4%

   * Debt-to-cashflow: 8.18 times

   * Days cash on hand: 68.6 days

   * Maximum annual debt service: $60.9 million

   * Maximum annual debt service coverage with actual investment
     income as reported: 2.03 times

   * Maximum adjusted annual debt service coverage with investment
     income normalized at 6%: 2.20 times


NORVERGENCE INC: State Court Dismisses Unfair Trade Practices Suit
------------------------------------------------------------------
In a case with national ramifications, the Honorable Russell A.
Cole Jr., a State of Florida Circuit Judge in Tallahassee,
Florida, rejected a lawsuit filed by the State that accused twelve
national finance companies of violating the Florida Deceptive and
Unfair Trade Practices Act.

Albert F. Tellechea, the Akerman Senterfitt shareholder in charge
of the case for Popular Leasing U.S.A., Inc., a subsidiary of
Banco Popular North America, explained that Judge Cole's ruling
upholds three of the four pillars relied on by the commercial
equipment leasing sector:

   -- the unconditional obligation to pay or "hell or high water"
      clause;

   -- the waiver of defenses and warranties clause; and

   -- the law and forum selection clause.  

"An adverse ruling would have had a chilling effect on the
secondary financing market and increased the amount businesses
would pay for new leases in Florida," Mr. Tellechea explained.   
"This is the first definitive ruling in the country involving the
leasing companies as defendants that deals squarely with the
equipment leases sold to third parties."  Mr. Tellechea also
stated that Judge Cole's ruling was significant because the
Attorney Generals in other states had been monitoring the outcome
of this case.

The case arose out of the sale of discounted phone services to
businesses throughout the United States by NorVergence.  
NorVergence leased telephone equipment to these businesses.  After
the equipment leases were signed, NorVergence sold and assigned
only the payment stream but none of its obligations and warranties
(these remained with NorVergence) to:

   -- Commerce Commercial Leasing, LLC;
   -- Court Square Leasing Corp.;
   -- Dolphin Capital Corp.;
   -- IFC Credit Corp.;
   -- National City Commercial Capital Corp.;
   -- Irwin Business Finance;
   -- Patriot Leasing Co., Inc.;
   -- Liberty Bank Leasing,
   -- Popular Leasing U.S.A., Inc.;
   -- Preferred Capital LLC; and
   -- Sterling National Bank;

most of which are subsidiaries of large national banks.  Different
from the other defendants, Wells Fargo Financial Leasing, Inc.
contracted directly with the Florida businesses.  Patriot Leasing
Co., Inc. and Wells Fargo settled with Florida and were not
covered by Judge Cole's dismissal.
     
In June 2004, NorVergence filed bankruptcy in New Jersey and
ceased phone service.  The leased telephone equipment remained
with its customers.  After the bankruptcy filing, the State of
Florida filed the now dismissed law suit seeking to invalidate the
leases purchased by the ten remaining defendants, have them
disgorge all the payments received, and impose treble damages and
penalties and attorneys' fees and costs.  The complaint asked the
Court to rule that three major clauses in the lease agreements
signed by NorVergence's customers made these leases unconscionable
and contrary to public policy.

In dismissing the case with prejudice, Judge Cole ruled that the
three clauses attacked by the State were specifically authorized
by the laws of the State of Florida and therefore not
unconscionable or contrary to public policy.  The Court also ruled
that because the defendants are regulated by federal and state
agencies, Florida's unfair trade practices law does not apply to
them.  The Court found the equipment leases in question were not
consumer leases.

"NorVergence's clients voluntarily signed contracts that clearly
spelled out these terms and their obligations," said Mr.
Tellechea.  "The defendant equipment finance companies that
purchased these contracts from NorVergence are entitled to rely on
the written word and representations contained in the contracts.  
Without those protections, the secondary equipment financing
market would dry up or interest rates would soar to compensate for
the higher risk."

According to Mr. Tellechea, the value of the contracts Popular
Leasing is seeking to enforce amounts to approximately $3 million
in Florida and $30 million nationally.  The other defendants
covered by Judge Cole's ruling have an estimated $250 million in
equipment lease payments at risk nationally.  At the time of its
bankruptcy, NorVergence still had in its possession a portfolio of
equipment leases amounting to $50 million not sold to third
parties.

The Akerman Senterfitt team of shareholders representing all the
defendant finance companies was composed of Bruce Culpepper in
Tallahassee and Albert F. Tellechea and William C. Turner in
Orlando.

Judge Cole's dismissal with prejudice means that the State cannot
file another amended complaint.

With more than 400 attorneys, Akerman Senterfitt --
http://www.akerman.com/-- has offices in Orlando, Miami, Fort  
Lauderdale, Tampa, Jacksonville, West Palm Beach, Tallahassee and
Washington, D.C.  The firm represents private and public
companies, governmental entities, educational establishments and
high net-worth individuals in a wide range of practice areas.

Headquartered in Newark, New Jersey, NorVergence, Inc., is a
reseller of wireless telecommunications services.  The Company
filed a chapter 11 petition on June 30, 2004 (Bankr. D. N.J.
04-32079).  The Court converted the Debtor's chapter 11 case to a
chapter 7 proceeding at the behest of the Company's creditors.
Popular Leasing USA, Inc., OFC Capital, a Division of ALFA
Financial Corp., and Partners Equity Capital Company, LLC,
asserted total claims amounting to $1.3 million.  Inez M.
Markovich, Esq., and Peter J. Deeb, Esq., at Frey, Petrakis, Deeb,
Blum, Briggs et al., represents the Petitioners in their
restructuring efforts.

NorVergence closed its stores located at 550 and 570 Broad St. and
laid off all of its employees.  This followed 1,300 firings
earlier in July 2004.


NUNET INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: NuNet, Inc.
        dba NuNet Fiber Technologies
        7535 Windsor Drive, Suite A305
        Allentown, Pennsylvania 18195

Bankruptcy Case No.: 05-21633

Type of Business: The Debtor provides Internet dial-up access, web
                  hosting, full e-mail service, bandwidth
                  connections and customer service.  NuNet Fiber
                  Technologies is NuNet's latest and most advanced
                  division, providing state-of-the art, fiber-
                  optic TV entertainment, high-speed Internet
                  access, and telephone services.
                  See http://www.nunetfiber.com/

Chapter 11 Petition Date: March 24, 2005

Court: Eastern District of Pennsylvania (Reading)

Judge: Thomas M. Twardowski

Debtor's Counsel: Aris J. Karalis, Esq.
                  Robert W. Seitzer, Esq.
                  Ciardi, Maschmeyer & Karalis, P.C.
                  1900 Spruce Street
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 546-4500

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Magpage                                       $1,197,296
c/o John J. Quinn, III, Esquire
Potter, Anderson & Corroon LLP
P.O. Box 951
Wilmington, DE 19899-0951

Intergrafix                                     $978,189
c/o David Glassberg, Esquire
Glassberg & Klemow
81 North Laurel Street
Hazleton, PA 18201

Adelphia Business Solutions                     $400,437
401 City Line Avenue, Suite 509,
5th Floor
Bala Cynwyd, PA 19004

Communications Consulting Services, Inc.        $305,632
RR3, Box 3249-A
Factoryville, PA 18419

D&L Realty                                      $254,818
c/o Brice C. Paul, Esquire
Nogi, Applleton, Weinberger & Wren, P.C.
415 Wyoming Avenue
Scranton, PA 18503

John Keown                                      $165,111

AT&T                                            $106,780

XO Communications                               $130,063

NOLN                                            $100,000

Broadwing Telecom, Inc.                          $88,676

Sprint                                           $80,717

RSA Partners                                     $74,000

MCI Worldcom Comm., Inc.                         $53,407

Broughal & DeVito, LLP                           $48,534

Lucent Technology/Ascend Communications          $37,550

Covad Communications Co.                         $25,329

CTSI                                             $21,369

Verizon Cabs                                     $21,100

NovaStor Corporation                             $20,000

Bell Atlantic Directory Services                 $19,999


OWENS CORNING: Selling Texas Asphalt Unit to Pelican for $3.15M
---------------------------------------------------------------
Owens Corning and its debtor-affiliates seek the U.S. Bankruptcy
Court for the District of Delaware's permission to sell 4.836
acres of land and a manufacturing facility located in Channelview,
Texas, pursuant to an Asset Purchase Agreement entered into with
Pelican Refining Company, LLC.

Jeremy W. Ryan, Esq., at Saul Ewing, LLP, in Wilmington,
Delaware, relates that in 2004, the Debtors re-assessed the
assets utilized in their asphalt business.  As a result of that
re-assessment, the Debtors developed and implemented a program to
improve utilization and reduce freight costs.  Under the program,
capacity utilization would be improved and freight costs reduced
by targeting freestanding asphalt manufacturing facilities for
closure, in favor of facilities co-located with Owens Corning's
shingle manufacturing facilities.

The Channelview Facility was among the freestanding facilities
closed in 2004 that were marketed for sale.

According to Mr. Ryan, the Debtors solicited over 40 potential
purchasers for their interest in the Channelview Facility.

After completion of due diligence and competitive negotiations,
Pelican Refining's proposal was selected as the highest and best
offer.

The principal terms of the Asset Purchase Agreement are:

    Purchase Price:     $3,150,000 cash

    Assets to be Sold:  Real property on which the Facility is
                        located and personal property in the
                        Facility.

    Represenations:     Other than the environmental
                        representations, Owens Corning's
                        representations are to be in effect for
                        one year after Closing.  Environmental
                        representations are in effect for three
                        years subsequent to Closing.  Owens
                        Corning's indemnification obligations in
                        the event of a breach of its
                        representations are capped at $500,000 for
                        non-environmental representations and
                        $1,000,000 for environmental
                        representations.

    Closing Conditions: At Closing, Pelican Refining will execute
                        a non-compete agreement that will prohibit
                        it from competing with Owens Corning in
                        the asphalt roofing products industry
                        within a 750-mile radius of the Facility
                        for three years subsequent to Closing.

    Closing Date:       the later of July 1, 2005, or five
                        business days after the Bankruptcy Court
                        approves the Purchase Agreement.

Mr. Ryan relates that the Channelview Independent School District
and Harris County/City of Houston have asserted claims for
$200,000 on account of allegedly unpaid taxes owed with respect
of the Debtors' real and personal property in the Taxing
Authorities' jurisdiction.  The Taxing Authorities have asserted
that their claims are secured by liens against the Facility.  Mr.
Ryan notes that the Debtors are in the process of reconciling the
asserted claims against their books and records to determine the
proper amount of property taxes owing.

The Debtors believe that the sale of the Facility is in the
exercise of their sound business judgment and the purchase price
of the Facility represents a fair and reasonable value for the
Facility.

                      Channelview ISD Objects

Channelview ISD is a subdivision of the State of Texas authorized
to levy and assess ad valorem taxes on the value of property
located within its taxing jurisdiction as of January 1 of each
tax year.

Yolanda M. Humphrey, Esq., at Perdue, Brandon, Fielder, Collins &
Mott, L.L.P., in Houston, Texas, asserts that Channelview ISD
holds a secured claim for the year 2000 prepetition ad valorem
property taxes amounting to $24,716 against the Channelview
Facility.   According to Ms. Humphrey, the claim is secured by
prior perfected continuing enforceable tax liens on the Debtors'
property as provided by Sections 32.01 and 32.05(b) of the Texas
Property Tax Code.

Channelview ISD objects to the Debtors' request because the
Debtors seek to sell certain assets -- which are encumbered by
its secured tax liens -- free and clear of all liens and
interests.  The Debtors, Ms. Humphrey alleges, seek to extinguish
Channelview ISD's secured tax liens.

Ms. Humphrey further asserts that as a first priority secured
lien, Channelview ISD's lien for all taxes must be paid at the
Closing.  Thus, Channelview ISD asks the Court to direct the
Debtors to pay its secured tax liens at Closing and to approve
the retention of their 2005 ad valorem tax liens as adequate
protection for those secured tax liens.

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)


PARKVIEW APARTMENTS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Parkview Apartments Non-Profit Housing
        596 Hamilton Street
        Ypsilanti, Michigan 48197

Bankruptcy Case No.: 05-57708

Chapter 11 Petition Date: June 1, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Frederick L. McDonald, Esq.
                  Hamiton, McDonald & Carter, PLLC
                  2750 South State Street
                  Ann Arbor, Michigan 48104
                  Tel: (734) 769-8750

Total Assets: Unknown

Total Debts:  Unknown

The Debtor's List of its 20 Largest Unsecured Creditors was not
available at press time.


PETROVIC CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Petrovic Construction Company Inc.
        24225 Riverside Drive
        Channahon, Illinois 60410

Bankruptcy Case No.: 05-21942

Type of Business: The Debtor is a contractor.

Chapter 11 Petition Date: June 2, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Gregory K. Stern, Esq.
                  Gregory K. Stern, P.C.
                  53 West Jackson Boulevard, Suite 1442
                  Chicago, Illinois 60604
                  Tel: (312) 427-1558
                  Fax: (312) 427-1289

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Mid American Water, Inc.         Trade Credit           $237,624
1500 East Mountain
Aurora, IL 60505

Internal Revenue Service         Taxes                  $217,736
Mail Stop 5010 CHI
230 South Dearborn Street
Chicago, IL 60604

Metropolitan Industries, Inc.    Trade Credit           $130,151
37 Forestwood Drive
Romeoville, IL 60446

Terra Cotta Truck Service, Inc.  Trade Credit            $72,877
P.O. Box 1502
Rockford, IL 61110-0002

Material Service                 Trade Credit            $68,810
222 North LaSalle Street
Chicago, IL 60601-1090

Northwind Concrete Products      Trade Credit            $68,239
Company
4633 Prairie Hill Road
South Beloit, IL 61080

Laborers Pension & Welfare       Employee Benefits       $67,767
Funds
33367 Treasury Center
Chicago, IL 60694-3300

Hill Concrete Products           Trade Credit            $62,405
P.O. Box 157
Hazel Crest, IL 60429

Heritage FS, Inc.                Trade Credit            $59,978
P.O. Box 339
Gilman, IL 60938

Brandolino Construction          Trade Credit            $51,118
Company, Inc.
26140 Airport Road
Minooka, IL 60447

J. Lucas & Sons, Inc.            Trade Credit            $45,200
805 Richard Street
P.O. Box 907
Joliet, IL 60434

Midwest Operating Engineers      Benefit Fund            $38,069
Fringe Benefit Funds (Local 150)
6150 Joliet Road
Countryside, IL 60525-3994

Joliet Sand & Gravel Company     Trade Credit            $37,643
1250 Larkin Avenue
Elgin, IL 60123

US Pipe & Foundry Company        Trade Credit            $33,125
98056 Collections Center Drive
Chicago, IL 60693-8056

Procision Boring, Inc.           Trade Credit            $32,325
P.O. Box 69
Elk Grove Village, IL 60009

K & R Electric Construction      Trade Credit            $28,168
P.O. Box 729
New Lenox, IL 60451

Vulcan Construction Materials    Trade Credit            $27,459
Company
747 East 22nd Street, Suite 200
Lombard, IL 60148

Roland Machinery Company         Trade Credit            $26,465
NW 7899
P.O. Box 1450
Minneapolis, MN 55485-7899

East Jordan Iron Works, Inc.     Trade Credit            $26,109
Department 59601
P.O. Box 67000
Detroit, MI 48267-0978

State of Illinois                Taxes Disputed          $25,637
Department of Employment
Security
401 South State Street
Chicago, IL 60605


PNM RESOURCES: SEC Approves TNP Enterprises Acquisition
-------------------------------------------------------
The U.S. Securities and Exchange Commission approved on June 1,
2005, PNM Resources' (NYSE: PNM) acquisition of Fort Worth-based
TNP Enterprises -- the final regulatory approval needed to
complete the transaction.

Officials of both companies are expected to finalize the
acquisition within the next three business days.

In July 2004, PNM Resources reported a proposed $1.024 billion
acquisition of TNP Enterprises and its subsidiaries, Texas-New
Mexico Power and First Choice Power.  TNMP serves 49,000 electric
customers in southern New Mexico and 207,000 transmission and
distribution customers in Texas.  First Choice Power is a
competitive retail electric provider in Texas, serving an
additional 56,000 electric customers.

The acquisition is expected to generate at least $40 million in
annual pre-tax savings through the refinancing of high-cost TNP
debt and preferred stock, and $10 million of annual pre-tax
synergy savings.

                       About PNM Resources  

PNM Resources -- http://www.pnmresources.com/-- is an energy  
holding company based in Albuquerque, New Mexico.  PNM, the
utility subsidiary of PNM Resources, serves about 471,000 natural
gas customers and 413,000 electric customers in New Mexico.  The
company also sells power on the wholesale market in the Western
U.S. PNM Resources stock is traded primarily on the NYSE under the
symbol PNM.    

                         *     *     *  

As reported in the Troubled Company Reporter on March 8, 2005,  
Moody's Investors Service has assigned a rating of Baa3 to PNM  
Resources, Inc.'s (PNMR) $400 million five-year unsecured bank  
credit facility.  Moody's also assigned prospective ratings of
(P)Baa3 and (P)Ba2 for PNM Resources' shelf registration for the   
issuance of senior unsecured debt and preferred stock.   This is  
the first time that Moody's has assigned ratings to PNM Resources.


PRESIDENT CASINOS: Asset Sales Prompt Financial Filing Delay
------------------------------------------------------------
Despite President Casinos, Inc.'s diligent efforts, completion of
the Company's Annual Report for the year ended February 28, 2005
has been delayed due to the timing of recent developments relating
to the Company's pending voluntary petition for reorganization
under Chapter 11 of the Bankruptcy Code.

As a result of the sale of President Casinos' Biloxi, Mississippi  
operations on April 15, 2005, and the anticipated sale of its St.
Louis, Missouri operations, the Company anticipates that the
consolidated financial statements included in its Annual Report
for the year ended February 28, 2005 will reflect a
reclassification of President Casinos' operating subsidiaries'
results of operations to discontinued operations.  Accordingly, no
operating revenues will be included in income or loss from
continuing operations for each of the three fiscal years ended
February 28, 2005.  In light of the Company's sale of its Biloxi,
Mississippi operations, President Casinos anticipates that its  
consolidated statement of operations for the year ended the
February 28, 2005 will reflect net income attributable to
recognition of certain deferred tax assets and the recognition of
gains from restructuring certain debt instruments pursuant to its
reorganization plan.

President Casinos, Inc., owns and operates a dockside gaming
facility in downtown St. Louis, Missouri, north of the Gateway
Arch.

At Nov. 30, 2004, President Casinos' balance sheet showed a
$54,412,000 stockholders' deficit, compared to a $52,349,000
deficit at Feb. 29, 2004.


PRESTWICK CHASE: Robert J. Rock Approved as Bankruptcy Counsel
--------------------------------------------------------------          
The U.S. Bankruptcy Court for the Northern District of New York
gave Prestwick Chase, Inc., permission to employ Robert J. Rock,
Esq., as its general bankruptcy counsel.

Mr. Rock will:

   a) assist and advise the Debtor of its duties and obligations
      as a debtor-in-possession in the continued operation and
      management of its business and property; and

   b) provide all other legal services to the Debtor that are
      necessary and appropriate for the proper administration of
      its estate under chapter 11.

Mr. Rock discloses that he received a $20,000 retainer.  Mr. Rock
charges $195 per hour for his services.

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

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing and  
independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  When the Debtor filed for protection
from its creditors, it estimated assets and debts of $10 million
to $50 million.


PRESTWICK CHASE: APC Partners Objects to Use of Cash Collateral
---------------------------------------------------------------          
APC Partners II, LLC, asks the U.S. Bankruptcy Court for the
Northern District of New York to enter an order prohibiting
Prestwick Chase, Inc., from using its Cash Collateral securing
repayment of pre-petition obligations pursuant to 11 U.S.C.
Section 363(c)(2), and to enter an order lifting the automatic
stay to allow it to foreclose on equity interests pledged by
shareholders to secure repayment of the loan.  

APC Partners is a secured creditor of the Debtor by virtue of its
assignment of certain loan documents delivered by the Debtor and
others to Ballston Spa National Bank.

The loan documents are:

   a) a Promissory Note dated Dec. 1, 2001, in the original
      principal amount of $3,500,000

   b) an assignment of Rents, dated June 30, 1999, and recorded on
      March 6, 2003, in Volume 01639, Page 00433 at the Saratoga
      County Clerk's Office; and

   c) numerous other loan documents, including Mortgages, Mortgage
      Consolidation and Extension Agreements, a Forbearance
      Agreement and Personal Guarantees.

APC Partners tells the Court that on March 4, 2005, it obtained a
judgment against the Debtor and its primary shareholder, Frederick
J. McNeary in the New York State Supreme Court, County of Saratoga
in the amount of $4,214,174.

              Request to Prohibit Use of Cash Collateral
                   & Lift the Automatic Stay

Because APC Partners has an interest in its cash collateral by
virtue of its Assignment of Rents, it wrote a letter dated
March 14, 2005, informing the Debtor's initial bankruptcy counsel
of that interest and that APC Partners has not consented to the
Debtor's use of its cash collateral.  Since that letter was
written and despite APC Partners counsel's oral inquiry to the
Debtor's initial bankruptcy counsel and successor bankruptcy
counsel, the Debtor has not submitted any official proposal for
the use of the cash collateral.

Consequently, APC Partners believes it is entitled to prohibit the
Debtor from using the cash collateral as adequate protection of
its interest pursuant to 11 U.S.C. Section 361.  

APC Partners also asks the Bankruptcy Court to recognize its State
Court judgment and allow immediate enforcement and execution of
that judgment against Mr. McNeary's equity interest in the Debtor
because it believes that he is using the Debtor's cash flow to pay
for non-corporate debts.

APC Partners explains that if it can execute on Mr. McNeary's
stock interest in the Debtor, it can gain majority ownership of
the Debtor and successfully reorganize the Debtor's debt
structure.

The Court will convene a hearing today, Monday, June 6, 2005, at
1:00 p.m., to consider the merits of APC Partners' request.

Headquartered in Saratoga Springs, New York, Prestwick Chase, Inc.
-- http://www.prestwickchase.com/-- offers senior housing and  
independent living as an alternative to home ownership.  The
Company filed for chapter 11 protection on March 11, 2005 (Bankr.
N.D.N.Y. Case No. 05-11456).  Robert J. Rock, Esq., at Albany, New
York, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.
               

RAMP CORP: Files for Chapter 11 Protection in S.D. New York
-----------------------------------------------------------
Ramp Corporation filed for chapter 11 protection in the United
States Bankruptcy Court for the Southern District of New York in
Manhattan on June 2, 2005.  The Debtor is named as a defendant to
five lawsuits commenced by:

   -- Minicucci and Prufeta;
   -- Mark Lerner;
   -- Warshaw Burstein Cohen;
   -- SLG Graybar Sublease LLC; and
   -- e-Healthcare Solutions.

Approximately 550 investors hold 15,299,365 of the Company's
outstanding common shares as of record date.  The Debtor estimates
$240,000 of additional operating expenses following the
commencement of the chapter 11 petition and expects a $400,000
loss of operations for a thirty-day period following the petition.

                     Auditor Resignation

On May 21, 2005, BDO Seidman informed the Company of its
resignation as its independent registered accounting firm, and
advised the Company that its audit reports with respect to the
years ended Dec. 31, 2004, and 2003, could not be relied upon.  
BDO Seidman did not specifically indicate reasons for its
resignation.

The Company's audit committee has not discussed with BDO Seidman
the matters concerning their resignation.  As a result, the
Company notified the AMEX of its inability to timely file its Form
10-Q for the quarter ended March 31, 2005.  AMEX rules require
timely filing of all SEC periodic reports of a company's
securities to remain listed.  The Company is working to complete
and file the March 31 10-Q as soon as possible in order to comply
with AMEX rules.

                           Default

The Company's failure to file its 10-Q report constitutes an event
of default under securities purchase agreements that it entered
into in January and March 2005.  As a result of such default, the
holders of debentures issued under these agreements may declare
the total amount issued to become due and payable.  The Company's
payment of such outstanding principal amount would have a material
adverse effect upon the Company's financial condition.

In addition, as a result of the Company's failure to timely file
the March 31, 2005 10-Q, the Company will be ineligible for at
least one year to register its securities with the SEC under Form
S-3.  This could potentially lead the Company to owe monthly
liquidated damages based on outstanding principal amount provided
under these securities purchase agreements from May 18, 2005,
until such registration statement is filed, and for the period
from Aug. 11, 2005, until such registration statement is declared
effective.  The Company's payment of such penalty would have a
material adverse effect on the Company's financial condition.

                           Delisting

On May 26, 2005, the American Stock Exchange advised the Company
that as a result of its failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005, as well
as the defective status of the Company's Annual Reports on Form
10-K for the years ended Dec. 31, 2004, and Dec. 31, 2003,
(resulting from the Company's former auditors informing the
Company that the audit reports in respect thereof can no longer be
relied upon), the Company is in violation of Sections 134, 1101
and 1003(d) of the continued listing standards set forth in Part
10 of the AMEX Company Guide.  The letter stated that the Company
must submit a revised plan of compliance by June 2, 2005, advising
AMEX of the action it has taken, or will take, that would bring
the Company into compliance, by no later than July 11, 2005, with
the aforementioned Sections of the AMEX Company Guide.

The letter further advised that the Company may be subject to
delisting proceedings from AMEX if it does not submit a plan or
submits a plan that is not accepted by AMEX.  In addition, the
letter indicated that if the Company is not in compliance with
Sections 134, 1101 and 1003(d) of the AMEX Company Guide by
July 11, 2005 or does not make progress consistent with the plan
during the plan period, the AMEX staff will initiate delisting
proceedings as appropriate.  Furthermore, the letter stated that
if the Company regains compliance with the aforementioned Sections
of the AMEX Company Guide by July 11, 2005, it will remain subject
to the requirements set forth in the AMEX letter to the Company
dated December 16, 2004.

The letter indicated that within five days of the date thereof,
the Company would become subject to the indicators ".BC" and ".LF"
to denote its noncompliance with the AMEX continued listing
standards.

Ramp Corporation -- http://www.Ramp.com/-- through its wholly   
owned HealthRamp subsidiary, develops and markets the CareGiver
and CarePoint suite of technologies.  CareGiver enables long term
care facility staff to easily place orders for drugs, treatments
and supplies from a wireless handheld PDA or desktop web browser.
CarePoint enables electronic prescribing, lab orders and results,
Internet-based communication, data integration, and transaction
processing over a handheld device or browser, at the point-of-
care. HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies.  The Company filed for chapter 11 protection on June 2,
2005 (Bankr. S.D.N.Y. Case No. 05-14006).  Howard Karasik, Esq.,
at Sherman, Citron & Karasik, P.C., represents the Debtor in its
restructuring efforts.  As of May 31, 2005, the Debtor reported
$6 million in total assets and $13 million in total debts.


RAMP CORPORATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ramp Corporation
        fka Medix Resources
        33 Maiden Lane, Fifth Floor
        New York, New York 10038

Bankruptcy Case No.: 05-14006

Type of Business: The Debtor, Ramp Corporation, through its wholly
                  owned subsidiary, HealthRamp, develops and
                  markets the CareGiver and CarePoint suite of
                  technologies.  CareGiver allows long-term care
                  facility staff to easily place orders for drugs,
                  treatments and supplies from a wireless handheld
                  PDA or desktop Web browser.  CarePoint allows
                  electronic prescribing, lab orders and results,
                  Internet-based communication, data integration,
                  and transaction processing over a handheld
                  device or browser, at the point-of-care.
                  See http://www.ramp.com/

Chapter 11 Petition Date: June 2, 2005

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Howard Karasik, Esq.
                  Sherman, Citron & Karasik, P.C.
                  152 West 57th Street
                  New York, New York 10019
                  Tel: (212) 582-7800
                  Fax: (212) 582-5354

Financial Condition as of May 31, 2005:

      Total Assets:  $6,000,000

      Total Debts:  $13,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
DKR Soundshore Oasis Holding Fund Ltd.      $1,682,439
c/o DKR Capital Partners L.P.
1281 East Main Street
Stamford, CT 06902
Attn: Daniel Saks

Harborview Master Fund LP                   $1,261,829
Harbor House Waterfront Drive
P.O. Box 972
Road Town
Tortola, British Virgin Islands
Attn: Richard Rosenblum

Double U Master Fund LP                     $1,279,171
Harbor House Waterfront Drive
P.O. Box 972
Road Town
Tortola, British Virgin Islands
Attn: David Sims

Platinum Partners Value Arbitrage Fund LP     $752,293
152 West 57th Street, 54th Floor
New York, NY 10019
Attn: Mark Nordlight

Alpha Capital AG                              $624,586
Pradafant 7
Furstentums 9490
Vaduz, Liechtenstein
Attn: Conrad Ackerman

Troutman Sanders LLP                          $603,483
405 Lexington
New York, NY 10019
Attn: John Stowe

Harbor Healthcare Consultants, LLC            $468,660
7491 West Oakland Park Boulevard
Tamarac, FL 33319-4989

Warshaw Burstein Cohen & Kah, LLP             $366,000
555 Fifth Avenue, 11th Floor
New York, NY 10017
Attn: Kathleen Jenson

Ellis International Ltd.                      $291,473
20 East Sunrise Highway, Suite 302
Valley Stream, NY 11581
Attn: Wilhelm Ungar

Olshan Grundman Frome Rosenzwe                $243,000

Darryl Cohen                                  $231,000

Olive Cox Sleeper Trust                       $221,213

Mark Lerner                                   $203,000

IBM Hosting, L/R & ATL Accounts               $177,660

SL Green Management, LLC                      $170,413

BDO Seidman, LLP                              $170,010

Clinton Group, Inc.                           $156,001

Briarwood Investments Ltd.                    $132,673

Lowenstein Sandler PC                         $115,000

American Express Credit Card                   $77,594


RAMP CORP: Faces Possible Delisting Due to Reporting Delays
-----------------------------------------------------------
Ramp Corporation (Amex:RCO) received a letter from the American
Stock Exchange advising the Company that as a result of its
failure to timely file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005, as well as the defective status of
the Company's Annual Reports on Form 10-K for the years ended
December 31, 2004, and December 31, 2003 (resulting from the
Company's former auditors informing the Company that the audit
reports in respect thereof can no longer be relied upon), the
Company is in violation of Sections 134, 1101 and 1003(d) of the
continued listing standards set forth in Part 10 of the AMEX
Company Guide.  The letter stated that the Company must submit a
revised plan of compliance by June 2, 2005, advising AMEX of the
action it has taken, or will take, that would bring the Company
into compliance, by no later than July 11, 2005, with the
aforementioned Sections of the AMEX Company Guide.

The letter further advised that the Company may be subject to
delisting proceedings from AMEX if it does not submit a plan or
submits a plan that is not accepted by AMEX.  In addition, the
letter indicated that if the Company is not in compliance with
Sections 134, 1101 and 1003(d) of the AMEX Company Guide by July
11, 2005 or does not make progress consistent with the plan during
the plan period, the AMEX staff will initiate delisting
proceedings as appropriate.  Furthermore, the letter stated that
if the Company regains compliance with the aforementioned Sections
of the AMEX Company Guide by July 11, 2005, it will remain subject
to the requirements set forth in the AMEX letter to the Company
dated December 16, 2004.

The letter indicated that within five days of the date thereof,
the company would become subject to the indicators ".BC" and ".LF"
to denote its noncompliance with the AMEX continued listing
standards.

The letter also requested the Company to provide, by June 2, 2005,
certain information and documentation relating to the resignation
of its independent auditor, the resignation of its Chairman,
President and Chief Executive Officer, Andrew Brown, an event of
default under the Company's January and March securities purchase
agreements, and the initiation by the Company's Board of Directors
of an investigation into certain actions taken by Mr. Brown.

                      Auditor Resignation

As reported in the Troubled Company Reporter on May 30, 2005, BDO
Seidman informed the Company of its resignation as the Company's
independent registered accounting firm, and advised the Company
that its audit reports with respect to the years ended Dec. 31,
2004, and 2003, could not be relied upon.  BDO Seidman did not
specifically indicate reasons for its resignation.

The Company's audit committee has not discussed with BDO Seidman
the matters concerning their resignation.  As a result, the
Company notified the AMEX of its inability to timely file its Form
10-Q for the quarter ended March 31, 2005.  AMEX rules require
timely filing of all SEC periodic reports of a company's
securities to remain listed.  The Company is working to complete
and file the March 31 10-Q as soon as possible in order to comply
with AMEX rules.

                           Default

The Company's failure to file its 10-Q report constitutes an event
of default under securities purchase agreements that it entered
into in January and March 2005.  As a result of such default, the
holders of debentures issued under these agreements may declare
the total amount issued to become due and payable.  The Company's
payment of such outstanding principal amount would have a material
adverse effect upon the Company's financial condition.

In addition, as a result of the Company's failure to timely file
the March 31, 2005 10-Q, the Company will be ineligible for at
least one year to register its securities with the SEC under Form
S-3.  This could potentially lead the Company to owe monthly
liquidated damages based on outstanding principal amount provided
under these securities purchase agreements from May 18, 2005,
until such registration statement is filed, and for the period
from Aug. 11, 2005, until such registration statement is declared
effective.  The Company's payment of such penalty would have a
material adverse effect on the Company's financial condition.

                        About the Company

Ramp Corporation -- http://www.Ramp.com/-- through its wholly   
owned HealthRamp subsidiary, develops and markets the CareGiver
and CarePoint suite of technologies.  CareGiver enables long term
care facility staff to easily place orders for drugs, treatments
and supplies from a wireless handheld PDA or desktop web browser.
CarePoint enables electronic prescribing, lab orders and results,
Internet-based communication, data integration, and transaction
processing over a handheld device or browser, at the point-of-
care. HealthRamp's products enable communication of value-added
healthcare information among physician offices, pharmacies,
hospitals, pharmacy benefit managers, health management
organizations, pharmaceutical companies and health insurance
companies.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
BDO Seidman, LLP, expressed substantial doubt about Ramp
Corporation's ability to continue as a going concern after it
completed an audit of the company's financial statements for the
fiscal year ended Dec. 31, 2004.  The Company's independent
auditors issued the going concern qualification due to the
Company's recurring operating losses.  The Company has had a going
concern opinion each year for the past 3 years.

"The Company has incurred operating losses for the past several
years, the majority of which are related to the development of the
Company's healthcare connectivity technology and related marketing
efforts," Ramp disclosed in its Annual Report.  "These losses have
produced operating cash flow deficiencies, and negative working
capital."

At Dec. 31, 2004, Ramp Corporation's balance sheet showed a
$3,229,000 stockholders' deficit, compared to $5,997,000 of
positive equity at Dec. 31, 2003.


RECYCLED PAPERBOARD: Taps Keen to Dispose of Property in 363 Sale
-----------------------------------------------------------------
Recycled Paperboard, Inc. retained Keen Realty, LLC, to market the
company's 209,975+/- square foot industrial facility set on
5.54+/- acres in Clifton, N.J. for higher and better offers,
pursuant to Section 363 of the U.S. Bankruptcy Code.  Keen Realty
is a real estate firm specializing in selling excess assets and
restructuring real estate and lease portfolios.

"The property is currently under contract for $3.5 million subject
to higher and better offers," said Mike Matlat, Keen Realty's Vice
President.  "We expect there to be a tremendous amount of interest
in this property, as it is located just off of the main
thoroughfare of Route 21 in Clifton providing easy access to all
major highways.  Additionally, investors and developers will be
all over this property because of the endless possibilities,"
Matlat added.

The building is one and three-story and consists of 209,975+/-
square feet set on 5.54+/- acres.  The building contains
approximately 5,970 square feet of office space and 204,005+/-
square feet of warehouse/production space.  Ceiling heights range
from 8' in the office areas and are as high as 35' in the
warehouse areas.  The facility includes approximately 10 loading
doors of both grade level and drive-in quality.

                        About Keen Realty

For over 22 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses.  Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with thousands of clients nationwide, evaluated and disposed of
over 225,000,000 square feet of properties and repositioned nearly
13,000 properties across the country.  Recent clients include:
Spiegel/Eddie Bauer, Arthur Andersen, Service Merchandise,
Warnaco, Cable & Wireless, Fleming, Pillowtex, Parmalat, FOL
Liquidation Trust (former Fruit of the Loom facilities) and
financial institutions like JP Morgan Chase and CIBC.

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
& bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


SECURITY CAPITAL: Has Until June 30 to File Financial Statements
----------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) received a letter from
the American Stock Exchange, citing the Company's lack of
compliance with the AMEX's continued listing standards and
accepting the Company's plan to regain compliance with the AMEX's
continued listing standards by June 30, 2005, which the Company
delivered to the AMEX on May 18, 2005.

AMEX advised the Company that it is not in compliance with the
AMEX's continued listing standards because the Company failed to
timely file its Form 10-K for the fiscal year ended Dec. 31, 2004
and its Form 10-Q for the quarter ended March 31, 2005, as
required pursuant to Section 1101 of the AMEX Company Guide.  The
May 23, 2005, AMEX letter noted that the Company's failure to
timely file the 2004 Form 10-K and the First Quarter Form 10-Q is
a material violation of the Company's listing agreement with the
AMEX and, therefore, pursuant to Section 1003(d) of the Company
Guide, the Company's securities are subject to suspension and
delisting from the AMEX.  In addition, the Company is subject to
the procedures and requirements of Section 1009 of the Company
Guide.

The AMEX's letter notified the Company that the AMEX determined
that the Plan makes a reasonable demonstration of the Company's
ability to regain compliance with the AMEX's continued listing
standards by June 30, 2005.  If the Company does not regain
compliance by June 30, 2005, or otherwise make progress consistent
with the Plan, the AMEX will initiate delisting proceedings, as
appropriate.  As previously announced, the Plan provides, among
other things, that the Company will retain a new independent
registered public accounting firm to replace Ernst & Young LLP,
the Company's principal accountant by May 31, 2005, and file the
2004 Form 10-K and the First Quarter Form 10-Q by May 31, 2005 and
June 30, 2005, respectively.

According to the AMEX's letter, beginning within five days of the
AMEX's letter, the Company will be included in a list of issuers
who are not in compliance with the AMEX's continued listing
standards, which is posted daily on http://www.amex.com/ In  
addition, until such time that the Company regains compliance with
the AMEX's continued listing standards, the AMEX will use the
indicator ".LF" in the financial status indicator fields in the
Consolidated Quote System and Consolidated Quote Systems Low Speed
and High Speed Tapes to denote the Company's non compliance.

                           Delisting

The Company continues to work diligently to finalize the 2004
Form 10-K, but anticipates that the 2004 Form 10-K will not be
filed by the May 31, 2005 extended due date.  The Company also
anticipates that the First Quarter Form 10-Q will not be filed by
the June 30, 2005 extended due date.  The Company currently
believes that it will file the 2004 Form 10-K and the First
Quarter Form 10-Q by June 17, 2005, and July 29, 2005,
respectively.  As required pursuant to the AMEX's letter, the
Company will continue to provide the AMEX with updates to its
Plan.  As a result of such further delayed filings, however, it is
possible that the AMEX may initiate delisting proceedings with
respect to the Company's securities.

The Company also announced that, due to the late filing of the
2004 Form 10-K, it will be unable to timely file by amendment to
its Form 8-K, filed April 6, 2005, the financial statements
relating to the acquisition of Managed Care Holdings Corporation.  
As disclosed in the April 6 Form 8-K, the Company is required to
file such financial statements within 75 days after March 31,
2005.  The Company currently expects to file the amendment to the
April 6 Form 8-K by June 27, 2005.

In addition, the Company says it will not be able to retain an
independent registered public accounting firm to replace Ernst &
Young LLP until immediately following the filing of the 2004 Form
10-K.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith. The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast and Southwest.

                       About the Company

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.


SENIOR CHOICE: Taps Thorp Reed as Bankruptcy Counsel
----------------------------------------------------
Senior Choice, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for permission to retain Thorp
Reed & Armstrong, LLP, as counsel.

Thorp Reed is expected to:

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

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c) take all necessary action to protect and preserve the
      Debtor's estates;

   d) prepare all motions, applications, answers, orders, reports
      and papers necessary to the administration of the Debtor's
      estates;

   e) take any necessary action on behalf of the Debtor to obtain
      approval of a disclosure statement and confirmation of the
      Debtor's plan of reorganization; and

   f) perform all other necessary legal services and provide all
      other necessary legal advise to the Debtor in connection
      with the chapter 11 case.

Kimberly Luff Wakim, Esq., a partner at Thorp Reed, discloses her
Firm's professionals' hourly billing rates:

            Designation             Hourly Rate
            -----------             -----------
            Partners                $200 - $415
            Associates              $150 - $230
            Legal Assistants        $ 85 - $155
            Law Clerks              $110
            Project Assistants      $ 40 - $ 75   

To the best of the Debtor's knowledge, Thorp Reed doesn't hold any
interest materially adverse to the Debtor and its estate.

Headquartered in Philadelphia, Pennsylvania, Senior Choice, Inc.,
is a multi-campus provider of personal care and nursing services
to the elderly.  The Debtor operates three facilities: (i) The
Atrium, a Choice Community, located in Johnstown, Pennsylvania,
(ii) Beacon Manor, a Choice Community, located in Indiana,
Pennsylvania, and (iii) The Patriot, a Choice Community, located
in Somerset, Pennsylvania.

The Company filed for chapter 11 protection on June 1, 2005
(Bankr. W.D. Pa. Case No. 05-71227).  When the Debtor filed for
protection from its creditors, it estimated $50 million in assets
and debts.


SENIOR CHOICE: Wants Access to Bondholders' Cash Collateral
-----------------------------------------------------------
Senior Choice, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for authority to use cash
collateral securing repayment of bonds issued in 1996.  First
National Trust Company, serves as the successor Trustee under the
Bond Indenture.

The Debtor tells the Court it needs immediate access to cash,
deposit accounts or other cash equivalents to finance its ordinary
and necessary operating expenses.  Without the use of cash
collateral, the Debtor says it can't continue to operate its
business and propose a plan of reorganization.

Court records show that the Debtor didn't file a budget governing
the use of the cash collateral.  

To protect the interest of the bondholders, the Debtor proposes to
grant replacement liens in its postpetition property of the same
nature, extent and priority as the Trustee had in the collateral
prior to the bankruptcy filing.

                   Prepetition Indebtedness

The Debtor operates three facilities:

               i) The Atrium, a Choice Community, located in
                  Johnstown, Pennsylvania,

              ii) Beacon Manor, a Choice Community, located in
                  Indiana, Pennsylvania,

             iii) The Patriot, a Choice Community, located in
                  Somerset, Pennsylvania.

To finance its acquisition of Patriot Manor and Atrium nursing
care facilities, the Debtor issued Series 1996A Bonds in the
principal amount of $13,690,000 and Series 1996B Bonds in the
principal amount of $740,000.  BT Management Trust Company acted
as Trustee under the Trust Indenture.  

The Debtor financed the purchase of the Beacon Manor facility
through the issuance of First Mortgage Revenue Bond, Series 1996C
in the principal amount of $9,845,000 and Series 1996D in the
principal amount of $545,000.  

The Trustee holds all mortgages to the three properties.

As of the petition date, the Series 1996A and Series 1996C Bonds
have an aggregate outstanding balance of $22,455,000.  The Series
1996B and Series 1996D have been paid in full.

Headquartered in Philadelphia, Pennsylvania, Senior Choice, Inc.,
is a multi-campus provider of personal care and nursing services
to the elderly.  The Company filed for chapter 11 protection on
June 1, 2005 (Bankr. W.D. Pa. Case No. 05-71227).  Patrick W.
Carothers, Esq., at Thorp Reed Armstrong LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated $50 million in assets
and debts.


SILGAN HOLDINGS: Moody's Rates Proposed $1 Bil. Facility at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Silgan Holdings
Inc.'s proposed $1 billion senior secured credit facility and
concurrently affirmed the company's other ratings (including the
Ba3 senior implied rating).  Moody's actions reflect the continued
strong performance of each of Silgan's businesses despite
challenges from high raw material (e.g. tinplate steel and plastic
resins) and energy costs as well as increased competition --
notably in plastics.  The ratings acknowledge Silgan's solid and
consistent cash flow, which is expected to continue to reduce
financial leverage and to bolster enterprise value throughout the
intermediate term.

The positive ratings outlook expresses the expectation of further
improvement during the near term in cash flow leverage (free cash
flow to debt adjusted to include pension and postretirement
medical liabilities) to a sustainable level of over 15% (over 12%
when free cash flow is adjusted to include dividends).  
Achievement of these hurdles could result in an upgrade of the
ratings.  However, the ratings outlook is sensitive to changes in
business strategy, such as meaningful international expansion,
that might be debt funded or require attention away from core
operations.  While Moody's expectations remain favorable, any
prolonged softness in credit statistics could result in a change
of the ratings outlook to stable.

Proceeds from the proposed senior secured facility are intended
to:

   * refinance the existing credit facility (rated Ba3 and
     prospectively withdrawn for the discussed refinancing);

   * to finance working capital and general corporate purposes;
     and

   * to pay related fees.

Silgan's proposed facility consists of a $450 million revolver, at
least $325 million term A loans, and up to $225 million term B
loans.  Moody's has prospectively withdrawn the ratings of the
existing $1 billion credit facility

The Ba3 rating assigned to the proposed reflects the priority
position in the capital structure and the expectation of
collateral coverage under a distress scenario.  The facility
accounts for the preponderance of total debt and therefore
precludes notching above the Ba3 senior implied rating.
Outstandings are to be secured by a first priority perfected lien
on assets and stock of Silgan and the guarantor subsidiaries,
subject to defined exemptions.  Guarantees by each borrower,
Silgan, and each existing or newly created or acquired subsidiary
of Silgan shall provide an unconditional guaranty of all amounts
owed under the proposed credit facility.  Financial covenants are
expected to address maximum leverage, minimum interest coverage,
and maximum capital expenditures.

The credit facility rating also incorporates the benefits from
this early refinancing, which include improved interest rates,
extended debt maturities, and proposed term amortization that is
acceptable relative to free cash flow.  Proposed amortization for
2005 and 2006 totals $2.25 million, consisting only of term B
mandatory amortization.  There is none required on term A loans
for those periods.  During 2007 and 2008, total amortization jumps
to approximately $51 million, consisting of $48.75 million due in
each year for the term A loans plus $2.25 million for the term B
loans, respectively.

The affirmation of the B1 rating for the existing senior
subordinated notes reflects the contractual and structural
subordination to a sizable amount of senior liabilities at Silgan
and at its operating subsidiaries, respectively.  The company's
maintenance of strong enterprise value continues to support the
expectation of full recovery under a distress scenario.

Moody's took these ratings actions:

   -- assigned Ba3 to the proposed $1 billion senior secured
      credit facility;

   -- affirmed B1 rating for the $200 million 6.75% senior
      subordinated notes, due 2013, no guarantee from the
      operating subsidiaries; and

   -- affirmed B1 senior unsecured issuer rating (non-guaranteed
      exposure).

Headquartered in Stamford, Connecticut, Silgan Holdings Inc. is a
leading North American manufacturer of metal and plastic consumer
goods packaging products used in numerous industries including:

   * food,
   * personal care,
   * healthcare,
   * pharmaceutical,
   * automotive,
   * agricultural, and
   * chemical products.

For the twelve months ended March 31, 2005, consolidated net
revenue was approximately $2.4 billion.


SIRVA INC: Amends Receivable Sales Agreement with GECC & CIT
------------------------------------------------------------
SIRVA, Inc. (NYSE: SIR), through certain subsidiaries, entered
into a second amendment to its Amended and Restated Receivables
Sale Agreement with General Electric Capital Corporation, The CIT
Group/Business Credit, Inc., and LaSalle Bank National
Association.  The amendment took effect on May 31, 2005.

As previously disclosed, an affiliate of LaSalle sold all of the
issued and outstanding stock of Executive Relocation to a
subsidiary of SIRVA in December 2004.  Affiliates of LaSalle and
GECC are lenders on SIRVA's credit agreement, and may continue in
the future to provide funding to SIRVA and its affiliates.

Among other things, the amendment revised the definition of
"Eligible Receivables" and the maximum permitted Default Ratio
that would trigger a Termination Event.  The Maximum Permitted
Default Ratio for any calendar month is:

                               Maximum Permitted
    Month                      Default Ratio
    --------------------       -----------------
    April 2005                       20%
    May 2005                         20%
    June 2005                        17.5%
    July 2005 - October 2005         15%
    November 2005                    20%
    December 2005                    20%
    January - April
       of each year thereafter       20%
    May - October
       of each year thereafter       15%
    November and December
       of each year thereafter       20%
    

SIRVA RELOCATION CREDIT, LLC, as Seller, SIRVA RELOCATION LLC and
EXECUTIVE RELOCATION CORPORATION, GENERAL ELECTRIC CAPITAL
CORPORATION, THE CIT GROUP/BUSINESS CREDIT, INC. and LASALLE BANK
NATIONAL ASSOCIATION, as Purchasers, under a SECOND AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT dated as of
May 31, 2005, arranged by LaSalle, as Agent.

SIRVA, Inc. -- http://www.sirva.com/-- is a leader in providing  
relocation solutions to a well-established and diverse customer
base around the world.  The company is the leading global provider
that can handle all aspects of relocations end-to-end within its
own network, including home purchase and home sale services,
household goods moving, mortgage services and insurance.  SIRVA
conducts more than 365,000 relocations per year, transferring
corporate and government employees and moving individual
consumers.  The company operates in more than 40 countries with
approximately 7,500 employees and an extensive network of agents
and other service providers.  SIRVA's well-recognized brands
include Allied, northAmerican, Global, and SIRVA Relocation in
North America; Pickfords, Huet, Kungsholms, ADAM, Majortrans,
Allied Arthur Pierre, Rettenmayer, and Allied Varekamp in Europe;
and Allied Pickfords in the Asia Pacific region.  

                        *     *     *

As reported in the Troubled Company Reporter on March 17, 2005,
Standard & Poor's Ratings Services placed its ratings on SIRVA
Inc., including the 'BB' corporate credit rating, on CreditWatch
with negative implications.  

The CreditWatch placement follows SIRVA's announcement:

   -- that charges related to its insurance and European
      businesses will be higher than previously anticipated;

   -- that its year-end financial statement will be delayed; and

   -- that it will incur significant expenses in 2005 to address
      financial control weaknesses.

"The CreditWatch placement reflects SIRVA's disclosure of
additional extraordinary charges, significant costs related to
improved financial control to be incurred in 2005, and recent
earnings pressure, which will likely delay anticipated
improvements in earnings and cash flow," said Standard & Poor's
credit analyst Kenneth L. Farer.  


TELESYSTEM INT'L: Completes $3.5 Billion Asset Sale to Vodafone
---------------------------------------------------------------
Telesystem International Wireless Corporation N.V., a wholly owned
subsidiary of Telesystem International Wireless Inc., completed
the sale of its interests in ClearWave N.V. to Vodafone
International Holdings B.V., a wholly owned subsidiary of Vodafone
Group Plc, for a cash consideration of approximately
US$3.5 billion.  

These proceeds along with other net cash at TIW are intended to be
distributed to its shareholders pursuant to a court-supervised
Plan of Arrangement approved by shareholders at a special meeting
held on May 19, 2005.

                         About Vodafone

Vodafone -- http://www.vodafone.com/-- is the world's leading   
mobile telecommunications company with operations in 26 countries
across 5 continents with 416 million customers and 152 million
proportionate customers worldwide as at December 31, 2004.

              About Vodafone International Holdings B.V.

Vodafone International Holdings B.V. is an indirectly wholly-owned
subsidiary of Vodafone, incorporated in the Netherlands. It acts
as a holding company within the Vodafone Group and currently holds
interests in a number of Vodafone subsidiaries.

                        About the Company

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,   
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                        *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
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.


TELESYSTEM INT'L: Common Shares Continue Trading on TSX
-------------------------------------------------------
Telesystem International Wireless Inc. disclosed that its common
shares will continue to be listed on the Toronto Stock Exchange
until shortly after the Company declares and pays the first
distribution to its shareholders under its plan of arrangement.  
The Company has received conditional approval for the listing of
its common shares on the TSX Venture Exchange once its securities
cease to be listed on the TSX.

TIW is currently in discussions with the NASDAQ with regards to
the continuing listing requirements of its common shares on that
market.

                        About the Company

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,   
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                         *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
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.


TELESYSTEM INT'L: Gets Final Court Nod on Plan of Arrangement
-------------------------------------------------------------
The Superior Court for the District of Montreal, Province of
Quebec, has issued a final order approving Telesystem
International Wireless Inc.'s (TSX:TIW) (NASDAQ:TIWI) Plan of
Arrangement under the Canada Business Corporations Act.  As
previously announced, TIW shareholders approved the arrangement at
a meeting held on May 19, 2005.

TIW will operate under a court supervised Plan of Arrangement to
complete the transaction with Vodafone announced on March 15,
2005, proceed with its liquidation, including the implementation
of a claims process and the distribution of net cash to
shareholders, cancel its common shares and proceed with its final
distribution and be dissolved.

As part of the Plan of Arrangement, TIW will seek, under the
supervision of the Court, the expeditious identification and
resolution of claims as of May 20, 2005 against the Company in
order to accelerate distributions to shareholders.  A claims bar
date has been set at July 8, 2005.

The Court has appointed KPMG Inc. as monitor to perform the duties
provided in the claims identification process approved by the
Court, including the identification and valuation of claims, and
the reporting to the Court and the Company on the claims received
and as to any further steps required for dealing with such claims.

                        About the Company

Telesystem International Wireless Inc. (B+/Watch Pos/--)
-- http://www.tiw.com/-- is a leading provider of wireless voice,   
data and short messaging services in Central and Eastern Europe
with over 6.1 million subscribers.  TIW operates in Romania
through MobiFon S.A. under the brand name Connex and in the Czech
Republic through Oskar Mobil a.s. under the brand name Oskar.

                        *     *     *

As reported in the Troubled Company Reporter on June 3, 2005,
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.


TRAVELCENTERS: S&P Rates Proposed $805 Mil. Credit Facility at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating to TravelCenters of America Inc.'s proposed $805 million
senior secured credit facility, comprised of a $125 million
revolving credit facility due 2008 and a $680 million term loan
due 2011.  A recovery rating of '1' was also assigned to this
facility, indicating a high expectation for full (100%) recovery
of principal in the event of a default.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'BB-' corporate credit rating, on Westlake, Ohio-
based TravelCenters. The outlook is negative.

"The rating and outlook affirmation reflects Standard & Poor's
expectations that credit protection measures remain somewhat weak
for the rating pro forma for the refinancing of the existing bank
loan and subordinated notes," said Standard & Poor's credit
analyst Ana Lai.

The ratings on the proposed credit facility are based on a review
of preliminary documentation.  TravelCenters will use proceeds of
the proposed term loan to refinance its existing $475 million term
loan and its $190 million subordinated notes due 2009.  The
company owns, operates, and franchises 159 full-service truck
stops in 40 states and Ontario, Canada.

The ratings on TravelCenters reflect the company's high debt
leverage, participation in the competitive truck stop industry,
the volatility of diesel fuel prices, and marginal growth
prospects for the industry.


TRAVELCENTERS OF AMERICA: Launches Cash Tender Offer for Sr. Notes
------------------------------------------------------------------
TravelCenters of America, Inc., commenced a cash tender offer and
consent solicitation for any and all of the $190,000,000 aggregate
outstanding principal amount of its 12-3/4% senior subordinated
notes due May 1, 2009.  The tender offer and consent solicitation
are subject to the terms and conditions set forth in the Company's
Offer to Purchase and Consent Solicitation Statement dated June 2,
2005.  The consent solicitation will expire at 5:00 p.m., New York
City time, on June 15, 2005, unless extended.  The tender offer
will expire at 12:00 midnight, New York City time, on June 29,
2005, unless extended.

Holders tendering their Notes will be required to consent to
certain proposed amendments to the Notes and to the indenture
governing the Notes, which will eliminate substantially all of the
restrictive covenants, certain events of default and certain other
related provisions from the indenture governing the Notes.  The
tender offer and consent solicitation are conditioned on:

     (1) the consummation of the refinancing of the Company's
         credit facilities; and

     (2) the receipt of consents from holders of at least 50% of
         the outstanding principal amount of the Notes, among
         other conditions.

Holders may not tender their Notes without also delivering
consents or deliver consents without also tendering their Notes.

The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered prior to the Consent Date will be
a price equal to:

     (i) the present value, determined in accordance with standard
         market practice, on a date promptly following the
         Expiration Date, of $1,063.75 per $1,000 principal amount
         of the Notes on the earliest redemption date, November 1,
         2005, and all future interest payments payable up to the
         earliest redemption date, determined on the basis of a
         yield to the earliest redemption date equal to the sum
         of:

         (x) the yield on the 1-5/8% (1.625%) U.S. Treasury Note
             due Oct. 31, 2005, as calculated by the Dealer
             Managers and Solicitation Agents in accordance with
             standard market practice, based on the bid price of
             such reference security as of 2:00 p.m., New York
             City time, on the second business day immediately
             preceding the Expiration Date, as displayed on the
             Bloomberg Government Pricing Monitor on "Page PX3" or
             any recognized quotation source selected by the
             Dealer Managers and Solicitation Agents in their sole
             discretion, plus:

         (y) 50 basis points, minus:

    (ii) accrued and unpaid interest on such $1,000 principal
         amount to, but not including, the date of payment.  All
         holders whose Notes are accepted for purchase will also
         be paid accrued and unpaid interest.

In the event that any Notes are accepted for purchase pursuant to
the tender offer and consent solicitation and the proposed
amendments to the indenture become operative, the Company will
make a consent payment of $30.00 per $1,000 principal amount of
the Notes for which consents have been validly delivered on or
prior to the Consent Date.  The Consent Payment is included in
Total Consideration.  Holders who validly tender their Notes after
the Consent Date but prior to the Expiration Date will be eligible
to receive only the Tender Offer Consideration, which equals the
Total Consideration less the Consent Payment.  The Company may
amend, extend or terminate the tender offer and consent
solicitation at any time.

J.P. Morgan Securities Inc. and Lehman Brothers Inc. are the
Dealer Managers and Solicitation Agents for the tender offer and
the consent solicitation.  The depositary and information agent is
D.F. King & Co., Inc.

Questions or requests for assistance may be directed to J.P.
Morgan Securities Inc. (telephone: (212) 834-3424 (collect) or
(866) 834-4666 (toll free)) or to Lehman Brothers Inc. (telephone:
(212) 528-7581 (collect) or (800) 438-3242 (toll free)).  Requests
for documentation may be directed to D.F. King & Co., Inc., the
Information Agent (telephone: (212) 269-5550 (for banks and
brokers only) and (800) 488-8075 (for all others toll free)).

                  About TravelCenters of America

TravelCenters of America -- http://www.tatravelcenters.com/--  
headquartered in Westlake, Ohio, is the largest network of full-
service travel centers and heavy truck repair facilities in North
America.  The Company has more than 11,500 employees at 159
locations in 40 states and Canada.  With more than 30 years of
experience, TravelCenters of America has established itself as a
leader in serving professional drivers and motorists alike.

                        *     *     *

TravelCenters of America's 12-3/4% senior subordinated notes due
2009 carry Moody's Investors Service's Caa1 rating and Standard &
Poor's 'B' rating.


U.S. ENERGY: Completes $18.8 Mil. Rocky Mountain Sale to Enterra
----------------------------------------------------------------
U.S. Energy Corp. (Nasdaq: USEG) and its majority-owned
subsidiary, Crested Corp., (OTC Bulletin Board: CBAG) d/b/a USECC
closed the agreement to sell their natural gas subsidiary, Rocky
Mountain Gas, Inc., and RMG's subsidiary RMG I, LLC, to Enterra
Energy Trust (Nasdaq: EENC; TSX: ENT.UN) (Enterra) for
$18.8 million in cash and stock.   The agreement closed on June 1,
2005.  The $3.3 million in debt with Petrobridge Investment
Management of Houston, Texas, which remained at RMG, has been
refinanced and is no longer a USECC obligation.

Enterra paid for the acquisition with $500,000 cash, $5,234,000 in
freely tradable trust units and $14 million in exchangeable shares
which are restricted for sale and will be exchanged for freely
tradable trust units on June 1, 2006.  USECC received $18.8
million for its percentage of RMG.

USECC formed Rocky Mountain Gas, Inc. in 1999 to take advantage of
the growing coal bed methane (CBM) play in the Powder River Basin
of Wyoming and Montana.  Enterra has acquired all of the stock of
RMG and will retain certain employees and RMG's office in
Gillette, Wyoming.

RMG's properties produced 728,051 mcf of CBM in 2004.  RMG
established significant leaseholds in the Oyster Ridge area of
southwestern Wyoming and in the Powder River Basin of Wyoming and
southeastern Montana.  By mutual consent, the sale agreement
excludes RMG's equity interest in Pinnacle Gas Resources, Inc.,
which has been assigned to USEG and CBAG.  USEG owns 70% of
CBAG.

Mark J. Larsen, former president of RMG, said, "We are pleased to
have concluded this transaction with Enterra, a highly respected
oil and gas entity.  I firmly believe that the consideration we
have received through our equity ownership in Enterra will be of
great value to the USEG and CBAG shareholders.  This transaction
came at an opportune time.  It has allowed us to improve our
liquidity, and at our discretion, to add value to our other
significant natural resource assets.  It also allows us to remain
in the gas, oil and CBM arenas through an equity position in both
Enterra and Pinnacle."

U.S. Energy President Keith G. Larsen added, "USEG management has
stated that we, as a company, are moving 'back to our future,'
back to the mining and milling of molybdenum, uranium and gold
commodities upon which this company was founded.  Prices for
uranium, vanadium and molybdenum are at their highest levels in
decades.  Gold has also been trading at over $400 per ounce.  
USECC has significant holdings in uranium and gold and expects to
receive a 'world class' molybdenum asset from Phelps Dodge in the
near future," he added.  The consummation of the RMG transaction
is expected to provide USEG with the opportunity to:

    (1) complete the retirement of $3.0 million of USEG debt
        ($500,000 paid on June 1, 2005 and the $2,500,000 balance
         over 10 months);

    (2) initiate exploration and development of uranium properties
        in Wyoming and Utah.  Primary among them are mines at
        Sheep Mountain, in south central Wyoming, and more than
        12,000 acres of uranium lode mining claims in central and
        southeastern Utah.  Many of the Utah claims show evidence
        of extensive vanadium mineralization, as well as uranium;

    (3) continue changing the status of the Shootaring Canyon
        Uranium Mill from reclamation to operational; and

    (4) initiate the evaluation of the Mt. Emmons (Colorado)
        molybdenum property that USECC anticipates receiving from
        Phelps Dodge Corporation before year's end.

                    About U.S. Energy Corp

U.S. Energy Corp. and its majority owned subsidiary, Crested Corp.
are engaged in a joint venture to conduct various business
operations as USECC.  Through their subsidiaries, Sutter Gold
Mining Inc., Plateau Resources Limited., U.S. Moly Corp and USECC,
they own interests or properties prospective for gold, uranium,
vanadium and molybdenum.

                     Going Concern Doubt

U.S. Energy Corp. and Crested Corp., d/b/a USECC reported that
that their independent auditor, Epstein, Weber & Conover, PLC of
Scottsdale, Ariz., has issued a going concern opinion qualifying
the financial statements of both companies for the year ended
December 31, 2004.  This is consistent with the qualified opinions
issued by Grant Thornton for the year ended December 31, 2003, the
seven months ended December 31, 2002, and the (former) fiscal year
ended May 31, 2002.


U.S. MICROBICS: Recurring Losses Trigger Going Concern Doubt
------------------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP, expressed substantial
doubt about U.S. Microbics, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Sep. 30, 2004.  The auditing firm points to the
Company's recurring losses from operations and working capital
deficiency.

U.S. Microbics incurred a net loss of $1,378,249 and $763,714, for
the six months, and three months ended March 31, 2005, had
negative cash flows from operations of $979,491 for the six months
ended March 31, 2005 compared to a net loss of $1,788,933, and
$820,897 for the six months, and three months ended March 31,
2004, and had negative cash flows from operations of $521,772
for the six months ended March 31, 2004.

The Company is expecting the revenues for the year ended September
30, 2005, to be more than the prior fiscal year due primarily to a
remediation contract in Mexico.  In order to continue implementing
the Company's strategic plan, the Company is planning on raising
up to $2,000,000 in equity financing and an additional $2,000,000
from a private placement through its subsidiary Sub Surface Waste
Management of Delaware, Inc., during the second and third quarters
of fiscal 2005.  The funds are targeted primarily for funding
contract costs, expansion of the marketing effort and for the
acquisition of companies that will increase revenues, cash flow
and profits.  There can be no assurance that the Company or SSWM
will be able to raise such capital on acceptable terms.  Failure
to obtain such capital or generate such revenues would have an
adverse impact on the Company's financial position and results of
operations and ability to continue as a going concern.

The Company believes that it may generate sufficient cash to
continue its operations through September 30, 2005, and
anticipates that cash generated from planned private placements
and projected revenues for consulting and during the
next three quarters of fiscal 2005 will enable it to fulfill cash
needs through fiscal 2005 operations.

Although financing efforts are continuing, there can be no
assurance that additional private or public financing, including
debt or equity financing, will be available as needed, or, if
available, on terms favorable to the Company.  Any additional
equity financing may be dilutive to shareholders and such
additional equity securities may have rights, preferences or
privileges that are senior to those of the Company's existing
common or preferred stock.  Furthermore, debt financing, if
available, may require payment of interest and may involve
restrictive covenants that could impose limitations on the
operating flexibility of the Company.  The failure of the Company
to successfully obtain additional future funding may jeopardize
the Company's ability to continue its business and operations.

                        About the Company

U.S. Microbics, Inc., is a business development and holding
company that acquires, develops and deploys innovative
environmental technologies for soil, groundwater and carbon
remediation, air pollution reduction, modular drinking water
systems and agriculture enhancement.  For more information on the
company visit the website at http://bugsatwork.com/

At Mar. 31, 2005, U.S. Microbics, Inc.'s balance sheet showed a
$5,972,467 stockholders' deficit, compared to a $5,223,835 deficit
at Sep. 30, 2004.


US AIRWAYS: Wants Exclusive Plan Period Stretched to June 30
------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates ask Judge Mitchell of
the U.S. Bankruptcy Court for the Eastern District of Virginia to
extend their exclusive period for filing a plan of reorganization
to June 30, 2005, and their exclusive period for soliciting
acceptances of that plan to October 31, 2005.

According to Brian P. Leitch, Esq., at Arnold & Porter, in
Denver, Colorado, the merger agreement with America West Holdings
Corporation will form the basis of a plan of reorganization.  The
Debtors hope to file that plan and accompanying disclosure
statement no later than June 30, 2005.

The extensions are consistent with the timeline contemplated in
the Debtors' merger with America West.  Mr. Leitch tells Judge
Mitchell that the extensions will provide a buffer for any
contingencies that may arise.  The extra time will allow the
Debtors to obtain input from the other major stakeholders.

Since the next hearing is not until June 23, 2005, the Debtors
also ask the Court for a bridge order to avoid violating the
previous grant of exclusivity.

                          *     *     *

Judge Mitchell extends the Debtors' Exclusive Periods on an
interim basis until the time as the Court enters a final order
with respect to 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)


USG CORP: Says Settlement Data Won't Predict Asbestos Liability
---------------------------------------------------------------
USG Corporation tells Judges Fitzgerald and Conti that its
asbestos claimants' desire to focus solely on personal injury
claims settlement history is misguided.  USG says the Official
Committee of Asbestos Claimants' belief that there's a long
history of trials testing the Debtors' defenses to asbestos claims
is flawed.  

"To the contrary," USG says, "more than 99% of U.S. Gypsum's
claims history consists of settlements.  The majority of
settlements were for less than $1,000 (after adjusting earlier
settlement amounts upward for inflation).  This is less than a
single day of attorney time.  Ninety-percent of U.S. Gypsum's
settlements were for $5,000 or less.  At these values, U.S. Gypsum
was economically better off settling the most baseless claim
rather than litigating the actual claim merits and value.  This
economic reality lead U.S. Gypsum to join, and remain for over a
decade in, the Asbestos Claims Facility and the Center for Claims
Resolution.  These claim settlement 'values' can provide no
information as to claim validity."

The asbestos claimants are urging the bankruptcy court to estimate
USG's asbestos-related liability following the methodologies
deployed in the Eagle-Picher and Owens Corning cases.  In those
cases, estimation was based solely on claims settlement history.  
USG says that's the wrong way to estimate liability in its cases.  

"While the claimants present the method as monolithic and easily
applied," USG says, "[i]t is neither.  Rather than being a
straightforward mathematical exercise, settlement history has been
applied to different asbestos bankruptcies in significantly
different ways for purposes of estimation."

USG reminds the judges that Dr. Mark Peterson's pre-bankruptcy
settlement valuation method was used recently in Owens Corning's
chapter 11 cases, and over-estimated Owens Corning's liability by
more than $4 billion.  See Owens Corning v. Credit Suisse First
Boston, 322 B.R. 719, 721, 725 (D. Del. 2005).  USG doesn't want
to see that result in its chapter 11 cases.  

USG does not dispute that it has asbestos-related liability.  USG
wants to pay what's really owed to claimants who have really been
injured.  USG doesn't want to see a 524(g) trust established under
a chapter 11 plan used to pay $1,000 to anybody who mails in a
claim form.  

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


VENTURE HOLDINGS: Committee to Prosecute Adversary Proceedings
--------------------------------------------------------------
Venture Holdings Company, LLC, its debtor-affiliates and the
Official Committee of Unsecured Creditors appointed in their
chapter 11 cases ask the Honorable Thomas J. Tucker of the U.S.
Bankruptcy Court for the Eastern District of Michigan to make the
Committee the sole plaintiff in lawsuits pending against:

     Adversary   
     Proceeding
     Number      Target Defendant
     ----------  ----------------
      05-4972    Larry J. Winget, Sr.,
      03-5359    Deluxe Pattern Acquisition Corp.
      03-5358    Harper Properties of Clinton Township Ltd.
      03-5357    Venture Automotive Corp.
      03-5356    Venture Sales & Engineering Corp.
      04-4125    Carroll Shelby, et al.
      04-4373    Larry J. Winget, Sr., et al.
      05-4969    M&M Flor Through Systems, LLC
      05-4968    Linden Creek Real Estate, LLC
      05-4966    Mast Services, LLC
      05-4964    Millard Design Australia Pty. Ltd.
      05-4963    Venco Management Canada, Ltd.

The Committee is comprised of these holders of significant trade
claims, 11% Senior Notes due 2007, 9.5% Senior Notes due 2005, 12%
Senior Subordinated Notes due 2009, and the Indenture Trustee for
the Noteholders:

     * AIG Global Investment Corp.
     * E.I. du Pont de Nemours and Company
     * Eaton Vance CDO II Limited
     * Findlay Industries
     * Mr. Gabriel Elias
     * The Huntington National Bank
     * Multimatic, Inc.
     * Rohm and Haas Automotive Coatings and
     * Solvay Engineered Polymers.

The Debtors' creditors are the real parties with an economic stake
in the outcome of these lawsuits, the Debtors and the Committee
tell Judge Tucker, making the substitution appropriate.

Based in Fraser, Michigan, Venture Holdings Company and its
debtor-affiliates filed for chapter 11 protection (Bankr. E.D.
Mich. Case No. 03-48939) on March 28, 2003.  Deluxe Pattern
Corporation and its debtor-affiliates filed for chapter 11
protection on May 24, 2004 (Bankr. E.D. Mich. Case No. 04-54977).  
As of March 31, 2002, the Debtors had total assets of
$1,459,834,000 and total debts of $1,382,369,000.  Venture's
prepetition lenders acquired Venture's assets during the chapter
11 proceeding.  John A. Karaczynski, Esq., and Robert M. Aronson,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Creditors' Committee.  


VERIFONE HOLDINGS: Apr. 30 Balance Sheet Upside Down by $120 Mil.
-----------------------------------------------------------------
In its first earnings report as a public company, VeriFone
Holdings, Inc. (NYSE: PAY) reported financial results for the
three months ended April 30, 2005.

Net revenues, for the three months ended April 30, 2005, were
$117.9 million, an increase of 32% over net revenues of $89.5
million for the comparable period of 2004.  The increase was
driven by a 68% increase in net revenues from VeriFone's
international business and a 16% increase in net revenues from its
North America business.  VeriFone's acquisition of GO Software,
which closed on March 1, 2005, contributed 1% of net revenues for
the three months ended April 30, 2005.  Systems Solutions net
revenues rose 34% versus the prior year while Services net
revenues rose 14%.

Net income, under generally accepted accounting principles, for
the three months ended April 30, 2005 was $8.8 million, compared
to $1.1 million, for the second quarter of 2004.  Net Income as
Adjusted, which excludes non-cash amortization of purchased
intangibles and debt issuance costs, as well as the interest on
debt retired out of VeriFone's IPO proceeds, for the three months
ended April 30, 2005 was $12.3 million, compared to $6.2 million,
for the comparable period of 2004.

Douglas G. Bergeron, Chairman and Chief Executive Officer stated,
"Our business continued to exhibit strong growth in the fiscal
2005 second quarter.  In North America, the ongoing upgrade cycle
has been driven by the migration from dial-up to IP and the
expanding need for PIN-based debit solutions.  In Western Europe,
growth continued to be fueled by enhanced EMV security standards
and IP and wireless communications.  Emerging markets demand was
strong across the board."

"VeriFone's industry leading certification and product portfolio,
brand, global scale and substantial investment in research and
development has enabled us to fully participate in industry
growth," continued Bergeron.  "We are extremely pleased with our
second quarter results."
                  
                       About the Company

VeriFone Holdings, Inc. (NYSE: PAY) -- http://www.verifone.com/--  
is a global leader in secure electronic payment technologies,
provides expertise, solutions and services for today with a
migration strategy for tomorrow.  VeriFone delivers solutions that
add value to the point of sale, resulting in improved merchant
retention and the generation of new sources of revenue for its
partners and customers.  VeriFone solutions are specifically
designed to meet the needs of vertical markets including
financial, retail, petroleum, government and healthcare.

At Apr. 30, 2005, VeriFone Holdings, Inc.'s balance sheet showed a
$120,436,000 stockholders' deficit, compared to a $135,387,000
deficit at Oct. 31, 2004.


WILD ABOUT HARRY'S: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Wild About Harry's, Inc.
        3113 Knox Street
        Dallas, Texas 75205

Bankruptcy Case No.: 05-36078

Type of Business: The Debtor operates restaurants that
                  serve frozen custards and hotdogs.  
                  See http://www.wildaboutharrys.com/

Chapter 11 Petition Date: June 2, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Gregory M. Bair, Esq.
                  Mark C. Alfieri, Esq.
                  The Curtis Law Firm, PC
                  901 Main Street, Suite 6515
                  Dallas, Texas 75202
                  Tel: (214) 752-2222
                  Fax: (214) 752-0709

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
U.S. Foodservice                 Trade Debt             $132,000
Attn: Kaye Hennington
P.O. Box 843202
Dallas, TX 75284-3202

I-Dine Rewards Network           Credit Card             $70,819
11900 Biscayne Boulevard         Factor
Miami, FL 33181

Internal Revenue Service         Taxes                   $65,000
Attn: Evelyn Meyer
75-2771664
4050 Alpha Road
Dallas, TX 75244

Advanced Restaraunt Finance      Credit Card             $60,899
3 Waters Park Drive, Suite 231   Factor
San Mateo, CA 94403

Hughes & Luce, LLP               Trade Debt              $54,485
Attn: Renee Adame
1717 Main Street, Suite 2800
Dallas, TX 75201

Little Pederson & Fankhouser                             $33,263
Attn: Bob Pettey
901 Main Street, Suite 4110
Dallas, TX 75202

Advance Me                       Factor Loan             $30,000
600 Town Park Lane, Suite 500    Against Credit
Kennesaw, GA 30144               Cards

Los Leones - Bill Lyons          Fixture Loan &          $28,000
430 East Commerce                Trade Debt
San Antonio, TX 78205

State Comptroller                Sale Tax                $25,000
Attn: Salena Thomas
111 East 17th Street
Austin, TX 78774

Meadowvale, Inc.                 Trade Debt              $19,600
Attn: Steve Steinwart
106 East Beaver
Yorkville, IL 60560-1703

Herbelin & Company               Trade Debt              $19,493
Attn: J. Herbelin
325 North St. Paul, Suite 600
Dallas, TX 75201

Lane-Link Group                  Trade Debt              $19,000
Attn: D. Lane
205 East Interstate 30
P.O. Box 2499
Rockwall, TX 75087

TXU Energy                       Electric Service        $13,098
P.O. Box 100001
Dallas, TX 75310-0001

JR Black Properties              Lease                   $10,827
Attn: Lauri Miller
7632 Campbell Road #308
Dallas, TX 75248

J.B. Bickford                    Trade Debt               $8,295
P.O. Box 20630
Oklahoma City, OK 73156

Almcoe Ice Machine Service       Trade Debt               $6,828
4050 Crest Hill Road
Dallas, TX 75227

David Childs                     Taxes                    $3,583
Tax Assessor & Collector
County of Dallas
P.O. Box 139033
Dallas, TX 75313-9033

Hutchinson & Gray, LLC           Trade Debt               $2,500
2425 North Central Expressway
Suite 530
Richardson, TX 75080

Muzak                                                     $1,056
P.O. Box 673020
Dallas, TX 75287-3020

Dunhill Partners                 Lease                   Unknown
Attn: Steve Hagara
3100 Monticello
Dallas, TX 75205


WORLDCOM INC: Balks at Donald Hewitt's Motion to Lift Stay
----------------------------------------------------------
Dan Shaked, Esq., at Shaked & Posner, in New York, relates that on
August 6, 2001, Donald Hewitt, on behalf of himself and all other
similarly situated individuals, commenced an action in the United
States District Court for the Southern District of Mississippi
against SkyTel Corp. and MCI WorldCom, alleging job racial
discrimination and retaliation pursuant to Title VII of the Civil
Rights Act of 1964.

The Mississippi Court dismissed the class claim in February 2002
because Mr. Hewitt failed to respond.  Mr. Hewitt's individual
allegations remained.  Based on lost wages totaling $200,000 and
the potential punitive damages for retaliation by WorldCom, Inc.
and its debtor-affiliates, Mr. Hewitt asserts that he may be
entitled to an award in excess of $1 million.

Due to the Debtors' bankruptcy filing, the Mississippi Action was
stayed.

Mr. Hewitt filed Claim No. 30907 for $10,047,000, which
purportedly represents $47,000 of asserted compensatory damages
and $10,000,000 of alleged punitive damages.

By this motion, Mr. Hewitt asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow
him to pursue recovery for his prepetition claim against the
Debtors and their insurance carrier in the Mississippi Court.

Mr. Shaked asserts that Mr. Hewitt's request is warranted for
these reasons:

    (a) Permitting Mr. Hewitt to prosecute his claim in the
        Mississippi Court will result in a complete resolution of
        his claim against the Debtors.

    (b) The resolution of Mr. Hewitt's claim is not necessary to
        effectuate the Debtors' reorganization, but will only
        result in a liquidation of the claim.

    (c) Mr. Hewitt assumes, but is not certain, whether the
        Debtors' insurer has or will assume full or partial
        responsibility for defending the action or for payment of
        the contingent claim.

    (d) Mr. Hewitt's request will in no way prejudice the
        interests of the Debtors' other creditors.  The Plan of
        Reorganization is already in effect and the rate of
        distribution for allowed claims has been set.  Whether
        Mr. Hewitt's claim is liquidated at $1 or $10 million will
        not affect the distribution for other creditors.

    (e) Based on its involvement and familiarity with the case,
        the Mississippi Court is well-positioned to resolve the
        legal and factual issues fully and more expeditiously
        than the Bankruptcy Court.

    (f) Failure to vacate the automatic stay and removing the case
        to the Bankruptcy Court will mean that the parties and the
        Bankruptcy Court will have to duplicate their efforts all
        over again, wasting valuable time and money.

                           Debtors Object

The automatic stay terminated upon the discharge of the Debtors,
no later than the Effective Date of the Plan on April 20, 2004,
Mark A. Shaiken, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates.  The stay was replaced by a Section
524(a)(2) permanent injunction.  Thus, Mr. Shaiken says, Mr.
Hewitt would have to obtain relief from the effect and operation
of the Confirmation Order, not relief from the automatic stay.

Even if the automatic stay were still in place, Mr. Shaiken tells
the Court that Mr. Hewitt's request does not satisfy the standard
to lift the stay:

    (a) The Mississippi Action has not proceeded.  No discovery
        has been taken, no case management or scheduling order has
        been entered, it does not appear the initial disclosures
        have been made pursuant to Rule 26 of the Federal Rules of
        Civil Procedure.  Nothing, other than Mr. Hewitt's default
        with respect to the class claim issues, has occurred.

    (b) The resolution of the amount the Debtors owe to Mr. Hewitt
        is a core proceeding under Section 157(b)(2)(B) & (C) and
        is necessary to determine how much the Debtors will pay to
        Mr. Hewitt under the Plan.

    (c) There is nothing unique about the Mississippi Court's
        expertise that would qualify it as a specialized tribunal.
        The New York Bankruptcy Court is equally qualified and
        capable as the Mississippi Court to decide the issues
        presented in the Action.

    (d) The Debtors would be harmed by the resolution of the Claim
        Objection in the Mississippi Court.  If claim objections
        are to be resolved in forums other than the Bankruptcy
        Court, the Debtors and their creditors will be prejudiced
        by the added cost and difficulty in obtaining claim
        objection resolutions in many forums.

    (e) The resolution of the Mississippi Action will not
        necessarily resolve and finally liquidate the amount of
        Mr. Hewitt's claim in the bankruptcy cases.  The only way
        to resolve all of the issues presented by the Claim is in
        context of the Claim Objection in the Bankruptcy Court.

Thus, the Debtors ask Judge Gonzalez to deny Mr. Hewitt's request
and permit the issues with respect to the Claim to be resolved in
the Bankruptcy Court.

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)


* Alvarez & Marsal Hires Chuck Bedsole as Managing Director
------------------------------------------------------------
Alvarez & Marsal, a global professional services firm, announced
that Embree C. "Chuck" Bedsole, a seasoned executive with
expertise in hospitality, tourism and real estate projects in the
U.S., Europe and Latin America, has joined the firm's Real Estate
Advisory Services Group as a managing director.  He is based in
the firm's Dallas office.

Mr. Bedsole has substantial domestic and international experience
with a variety of hospitality properties including hotels, mixed-
use resort developments, hotel condominiums, interval ownership,
all-inclusive resorts, and marinas.  He also has significant
experience with residential, commercial and industrial projects in
Latin America.

Prior to joining A&M, Mr. Bedsole served as a practice leader in
the Hospitality & Leisure group of PricewaterhouseCoopers LLP and
for seven years as the practice leader for Latin America in Ernst
& Young LLP's Real Estate Advisory Services Group.  Before that,
he was director of development for Jack Tar Village Resorts, Inc.
and was responsible for new resort development and acquisition in
Latin America and the Caribbean.  

"Since forming A&M's Real Estate Advisory Services group nearly
two years ago, we have attracted a highly sophisticated team of 40
veteran professionals with deep and diverse backgrounds," said
Biff McGuire, an A&M managing director and head of the firm's Real
Estate Advisory Services group.  "Chuck's broad experience working
with scores of hospitality and leisure companies strengthens our
impressive roster of talent and industry-specific expertise.  In
addition, his extensive understanding of the Latin America market
is an ideal complement to the restructuring practice we have
established in Sao Paolo, Brazil."  

Mr. Bedsole earned a bachelor's degree in business administration
from the University of Texas at Austin and is fluent in Spanish
and conversant in Portuguese.  He is a member of the US-Mexico
Chamber of Commerce, the International Advisory Committee of the
Greater Dallas Chamber and the Urban Land Institute.  He is also a
frequent speaker at key industry conferences on lodging and real
estate development in the US and Latin America and has authored
numerous articles for industry publications.  

                       About Alvarez & Marsal

Alvarez & Marsal (A&M) is a leading global professional services
firm with expertise in guiding companies and public sector
entities through complex financial, operational and organizational
challenges.  Employing a unique hands-on approach, A&M works
closely with clients to improve performance, identify and resolve
problems and unlock value for stakeholders.  Founded in 1983,
Alvarez & Marsal draws on a strong operational heritage in
providing services including turnaround management consulting,
crisis and interim management, performance improvement, creditor
advisory, financial advisory, dispute analysis and forensics, tax
advisory, real estate advisory and business consulting.  A network
of 400 seasoned professionals in locations across the US, Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.   
For more information, visit http://www.alvarezandmarsal.com.


* Construction Litigators Join Sheppard Mullin in San Francisco
---------------------------------------------------------------
Sheppard, Mullin, Richter & Hampton LLP welcomes the arrival of
two attorneys in its San Francisco office: Edward Lozowicki and
Mathew Troughton.  Both lawyers join Sheppard Mullin's
Construction Litigation practice group from Coudert Brothers in
San Francisco, Mr. Lozowicki as a partner and Mr. Troughton as
special counsel.

Mr. Lozowicki has more than thirty years of experience in complex
commercial contract litigation; construction law and litigation;
and energy/public utility law and related litigation and
regulatory proceedings.  He has tried numerous cases before
federal and state courts, juries, arbitrators, and administrative
agencies.  In the construction industry, he represents
contractors, subcontractors, owners and developers in claims and
litigation on diverse private and public projects, such as high-
rise buildings, freeways, bridges, hospitals, power plants and
high-end condominiums.  In the energy industry, Mr. Lozowicki
represents independent energy companies and industrial users in
litigation of power purchase agreements, fuel contracts and other
contract disputes, and regulatory proceedings before the
California Public Utilities Commission.  Mr. Lozowicki's project
experience includes highways, bridges and military installations;
nuclear, geothermal, hydroelectric, fossil and cogeneration power
plants; gas pipeline and power transmission lines; prisons,
hospitals, schools and other institutional structures; refineries,
chemical and industrial plants; high-rise office and condominium
projects; undersea tunnels, ship-building and missile projects.

Mr. Troughton has represented clients on numerous disputes
concerning public hospital, bridge and school projects, power
plant and transmission line projects and office and manufacturing
complex projects.  His technology practice experience includes
cases for patent and trademark infringement, false advertising and
related antitrust issues.

Guy Halgren, firm chair, said, "We are very pleased to welcome Ed
and Mat, who bring decades of litigation experience to the firm.  
Their substantial background in construction law and litigation
will dovetail well with the San Francisco office's real estate
practice and the growth of the firm's Construction practice
group."

"Ed and Mat are skilled practitioners whose particular experience
in representing clients in the construction sector is a natural
compliment to Sheppard Mullin," said Betsy McDaniel, managing
partner of the firm's San Francisco office.  "Their arrival
further strengthens the firm's real estate practice, with Ed being
the second partner who specializes in the industry to join the San
Francisco office in the past month."

Commented Mr. Lozowicki, "It is a great pleasure to join Sheppard
Mullin.  I am excited about practicing with a top-notch firm, and
look forward to reuniting with several partners in the San
Francisco office with whom I practiced with at a prior firm."

Mr. Lozowicki earned his law degree from Santa Clara University
School of Law in 1969 and an AB from St. Joseph's College in 1966.  
Mr. Troughton earned his law degree, magna cum laude, from Santa
Clara University School of Law in 1990 and a BA from University of
California at Berkeley in 1987.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax/Employee Benefits/Trusts & Estates; and White Collar Defense.
The firm was founded in 1927.


* BOND PRICING: For the week of May 30 - June 3, 2005
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    48
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     5
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    40
Amer. Color Graph.                    10.000%  06/15/10    66
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    61
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    70
American Airline                       7.379%  05/23/16    69
American Airline                       8.839%  01/02/17    73
American Airline                       8.800%  09/16/15    74
American Airline                      10.180%  01/02/13    69
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
AMR Corp.                              9.200%  01/30/12    70
AMR Corp.                              9.750%  08/15/21    68
AMR Corp.                              9.800%  10/01/21    63
AMR Corp.                              9.880%  06/15/20    63
AMR Corp.                             10.000%  04/15/21    63
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    70
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anadigics                              5.000%  10/15/09    69
Apple South Inc.                       9.750%  06/01/06     6
Archibald Candy                       10.000%  11/01/07     2
AT Home Corp.                          0.525%  12/28/18    24
AT Home Corp.                          4.750%  12/15/06    29
ATA Holdings                          12.125%  06/15/10    42
ATA Holdings                          13.000%  02/01/09    42
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    29
Autocam Corp.                         10.875%  06/15/14    51
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     8
BBN Corp.                              6.000%  04/01/12     0
Broadband Tech.                        5.000%  05/15/01     0
Burlington Northern                    3.200%  01/01/45    63
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.000%  12/26/06    73
Calpine Corp.                          4.750%  11/15/23    61
Calpine Corp.                          7.750%  04/15/09    58
Calpine Corp.                          7.875%  04/01/08    60
Calpine Corp.                          8.500%  07/15/10    72
Calpine Corp.                          8.500%  02/15/11    60
Calpine Corp.                          8.625%  08/15/10    59
Calpine Corp.                          8.750%  07/15/07    61
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    72
Charter Comm Hld.                      8.625%  04/01/09    75
Charter Comm Hld.                      9.625%  11/15/09    74
Charter Comm Hld.                     10.000%  05/15/11    72
Charter Comm Hld.                     10.250%  01/15/10    74
Charter Comm Hld.                     11.125%  01/15/11    75
Charter Comm Inc.                      5.875%  11/16/09    62
Chic East ILL RR                       5.000%  01/01/54    55
Coeur D'Alene                          1.250%  01/15/24    72
Collins & Aikman                      10.750%  12/31/11    44
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Continental Airlines                   7.461%  04/01/13    73
Covad Communication                    3.000%  03/15/24    73
Cray Research                          6.125%  02/01/11    43
Curagen Corp.                          4.000%  02/15/11    64
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    56
Delta Air Lines                        7.711%  09/18/11    51
Delta Air Lines                        7.779%  01/02/12    50
Delta Air Lines                        7.900%  12/15/09    37
Delta Air Lines                        7.920%  11/18/10    52
Delta Air Lines                        8.000%  06/03/23    41
Delta Air Lines                        8.300%  12/15/29    28
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        9.000%  05/15/16    28
Delta Air Lines                        9.200%  09/23/14    41
Delta Air Lines                        9.250%  03/15/22    27
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    29
Delta Air Lines                       10.000%  08/15/08    42
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    32
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    38
Delta Air Lines                       10.375%  12/15/22    33
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.500%  04/30/16    45
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  03/26/14    30
Delta Air Lines                       10.790%  03/26/14    37
Delphi Auto System                     7.125%  05/01/29    70
Delphi Corp.                           6.500%  08/15/13    74
Delphi Trust II                        6.197%  11/15/33    41
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    74
Dura Operating                         9.000%  05/01/09    69
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    68
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Epic Resorts LLC                      13.000%  06/15/05     2
Evergreen Intl. Avi.                  12.000%  05/15/10    70
Exodus Comm. Inc.                      5.250%  02/15/08     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Fedders North Am.                      9.875%  03/01/14    61
Federal-Mogul Co.                      7.375%  01/15/06    24
Federal-Mogul Co.                      7.500%  01/15/09    23
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    20
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    20
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    23
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     1
Foamex L.P.                            9.875%  06/15/07    53
Fruit of the Loom                      8.875%  04/15/06     0
GMAC                                   5.250%  01/15/14    74
GMAC                                   5.350%  01/15/14    74
GMAC                                   5.850%  06/15/13    71
GMAC                                   5.900%  01/15/19    69
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  02/15/19    73
GMAC                                   5.900%  10/15/19    65
GMAC                                   6.000%  02/15/19    74
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  04/15/19    73
GMAC                                   6.000%  09/15/19    69
GMAC                                   6.000%  09/15/19    74
GMAC                                   6.050%  08/15/19    71
GMAC                                   6.050%  08/15/19    68
GMAC                                   6.050%  10/15/19    72
GMAC                                   6.100%  09/15/19    70
GMAC                                   6.125%  10/15/19    66
GMAC                                   6.150%  08/15/19    72
GMAC                                   6.150%  09/15/19    72
GMAC                                   6.150%  10/15/19    71
GMAC                                   6.200%  04/15/19    72
GMAC                                   6.250%  12/15/18    73
GMAC                                   6.250%  01/15/19    72
GMAC                                   6.250%  04/15/19    71
GMAC                                   6.250%  05/15/19    73
GMAC                                   6.250%  07/15/19    75
GMAC                                   6.300%  08/15/19    70
GMAC                                   6.350%  04/15/19    73
GMAC                                   6.350%  07/15/19    73
GMAC                                   6.400%  11/15/19    73
GMAC                                   6.500%  12/15/18    69
GMAC                                   6.500%  01/15/20    74
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.600%  08/15/16    73
GMAC                                   6.650%  02/15/20    74
GMAC                                   6.800%  10/15/18    73
GMAC                                   6.850%  05/15/18    74
GMAC                                   7.000%  09/15/21    73
GMAC                                   7.000%  06/15/22    72
GMAC                                   7.150%  01/15/25    75
GMAC                                   7.150%  03/15/25    72
Golden Books Pub                      10.750%  12/31/04     0
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    64
GST Network Funding                   10.500%  05/01/08     0
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth.                        9.625%  03/15/06    31
Holley Perf. Prod.                    12.250%  09/15/04     0
Icon Health & Fit                     11.250%  04/01/12    74
Icos Corp.                             2.000%  07/01/23    73
Idine Rewards                          3.250%  10/15/23    74
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    64
Inland Fiber                           9.625%  11/15/07    48
Integrated Elec. Sv                    9.375%  02/01/09    60
Intermet Corp.                         9.750%  06/15/09    47
Intermune Inc.                         0.250%  03/01/11    73
Iridium LLC/CAP                       10.875%  07/15/05    15
Iridium LLC/CAP                       11.250%  07/15/05    15
Iridium LLC/CAP                       13.000%  07/15/05    14
Iridium LLC/CAP                       14.000%  07/15/05    14
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03    10
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    73
Kmart Corp.                            9.350%  01/02/20    26
Kmart Funding                          8.800%  07/01/10    75
Kulicke & Soffa                        0.500%  11/30/08    68
Lehman Bros. Holding                   7.500%  09/03/05    32
Level 3 Comm. Inc.                     2.875%  07/15/10    51
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    60
Liberty Media                          4.000%  11/15/29    62
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
Metaldyne Corp.                       11.000%  06/15/12    73
Metamor Worldwide                      2.940%  08/15/04     1
Mississippi Chem.                      7.250%  11/15/17     4
Molten Metal Tec                       5.500%  05/01/06     0
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    44
MSX Intl. Inc.                        11.375%  01/15/08    60
Natl Steel Corp.                       8.375%  08/01/06     0
North Atl Trading                      9.250%  03/01/12    72
Northern Pacific Railway               3.000%  01/01/47    64
Northwest Airlines                     7.626%  04/01/10    69
Northwest Airlines                     7.875%  03/15/08    55
Northwest Airlines                     8.070%  01/02/15    53
Northwest Airlines                     8.130%  02/01/14    51
Northwest Airlines                     8.700%  03/15/07    60
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    63
Northwest Airlines                    10.000%  02/01/09    52
Northwest Airlines                    10.500%  04/01/09    72
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    70
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    17
Oakwood Homes                          8.125%  03/01/09    24
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    37
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Pegasus Satellite                      9.625%  10/15/05    59
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    56
Pegasus Satellite                     12.500%  08/01/07    56
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    62
Penn Traffic Co.                      11.000%  06/29/09    46
Piedmont Aviat                         9.900%  11/08/06     8
Piedmont Aviat                        10.000%  11/08/12     0
Pixelworks Inc.                        1.750%  05/15/24    73
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     2
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    64
Primedex Health                       11.500%  06/30/08    50
Primus Telecom                         3.750%  09/15/10    26
Primus Telecom                         5.750%  02/15/07    33
Primus Telecom                         8.000%  01/15/14    52
Primus Telecom                        12.750%  10/15/09    46
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    73
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    18
Reliance Group Holdings                9.750%  11/15/03     4
Rite Aid Corp.                         7.700%  02/15/27    74
RJ Tower Corp.                        12.000%  06/01/13    59
Salton Inc.                           10.750%  12/15/05    45
Salton Inc.                           12.250%  04/15/08    44
Scotia Pac Co.                         6.550%  01/20/07    64
Scotia Pac Co.                         7.110%  01/20/14    68
Scotia Pac Co.                         7.710%  01/20/14    75
Solectron Corp.                        0.500%  02/15/34    71
Specialty Paperb.                      9.375%  10/15/06    69
Syratech Corp.                        11.000%  04/15/07    30
Tekni-Plex Inc.                       12.750%  06/15/10    67
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    50
Triton PCS Inc.                        8.750%  11/15/11    68
Triton PCS Inc.                        9.375%  02/01/11    69
Tropical SportsW                      11.000%  06/15/08    35
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    18
United Air Lines                       6.932%  09/01/11    54
United Air Lines                       7.270%  01/30/13    41
United Air Lines                       7.762%  10/01/05    10
United Air Lines                       7.811%  10/01/09    44
United Air Lines                       8.030%  07/01/11    26
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    51
United Air Lines                       9.000%  12/15/03     9
United Air Lines                       9.020%  04/19/12    32
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12     9
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    37
United Air Lines                       9.750%  08/15/21     8
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21     9
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.670%  05/01/04     9
United Air Lines                      11.210%  05/01/14     5
Univ. Health Services                  0.426%  06/23/20    67
United Homes Inc.                     11.000%  03/15/05     0
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.900%  01/01/08     3
US Airways Inc.                        7.960%  01/20/18    48
Utstarcom                              0.875%  03/01/08    65
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    69
Werner Holdings                       10.000%  11/15/07    74
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Wheeling-Pitt St.                      6.000%  08/01/10    71
Winn-Dixie Store                       8.875%  04/01/08    50
Winsloew Furniture                    12.750%  08/15/07    28
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    47



                          *********

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 Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***