TCR_Public/050607.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, June 7, 2005, Vol. 9, No. 133     

                          Headlines

AFC ENTERPRISES: Board Names K. Keymer Chief Executive Officer
ALLEGHENY ENERGY: Moody's Upgrades Sr. Unsec. Debt Rating to Ba2
ALLIED HOLDINGS: Amends Senior Secured Credit Facility
ALLIED HOLDINGS: Hires Miller Buckfire for Financial Advice
ANC RENTAL: NFL Properties Holds $610,069 Allowed Unsecured Claim

APARTMENT AT TIMBER: Case Summary & 20 Largest Unsecured Creditors
ASTORIA ENERGY: Fitch Puts Low-B Ratings on $279M Certificates
ATA AIRLINES: Lenders Require Plan Confirmation by Dec. 31
ATA AIRLINES: John Hancock Wants Discovery and Hearing Continued
AVANI INTERNATIONAL: Recurring Losses Trigger Going Concern Doubt

BANYAN CORP: Accumulated Deficit Triggers Going Concern Doubt
BEA CBO 1998-1: Fitch Affirms Junk Ratings on 2 Classes
BEA CBO 1998-2: Fitch Affirms Junk Ratings on 3 1198-2 Classes
BEAZER HOMES: Fitch Rates Senior Unsecured Debt at BB+
BIOVEST INT'L: Significant Losses Trigger Going Concern Doubt

BELLAIRE GENERAL: Medical Building Foreclosure Sale Set for Today
BRASOTA MORTGAGE: Ch. 11 Trustee Taps Abel Band as Special Counsel
BRASOTA MORTGAGE: Trustee Taps Rivero Gordimer as Accountants
BRIGHTPOINT INC: Lisa Kelley Resigns as Senior Vice-President
CHOICE COMMUNITIES: Gets Court Nod to Ink $350K DIP Facility

COLLINS & AIKMAN: Wants to Hire Ordinary Course Professionals
COLLINS & AIKMAN: U.S. Trustee Appoints Creditors' Committee
COLLINS & AIKMAN: Ex-Officers Face Class Action Lawsuits in N.Y.
CONSTAR INTERNATIONAL: Poor Performance Prompts S&P to Cut Ratings
CREDIT SUISSE: Moody's Reviews 6 Security Classes & May Downgrade

CREDIT SUISSE: Rising Monthly Losses Cue Fitch to Downgrade Certs.
CRI RESOURCES: Files Plan of Reorganization in C.D. California
DATAPLAY INC: Chap. 7 Trustee Hires Howard & Howard as Accountants
DETROIT MEDICAL: Good Performance Prompts S&P to Upgrade Ratings
DILLARD'S INC: Increases Senior Secured Facility to $1.2 Billion

DPAC TECHNOLOGIES: Faces Possible Nasdaq Delisting
ENRON CORP: Asks Court to Okay Forest Oil & Wiser Oil Settlement
ENRON CORP: District Court Okays Enron Employees' $85M Settlement
ENRON CORP: Wants to Recover $26 Million from Bear Stearns Units
EPOCH 2001-1: Fitch Holds Default Rating on $15 Million Notes

EXIDE TECH: Jerome York Acquires 10,000 Shares of Common Stock
GMAC COMMERCIAL: Fitch Affirms $20 Million Junk Certificates
GREAT NORTHERN: Chap. 7 Trustee Wants to Sell Bark Piles for $1MM
HAYES LEMMERZ: Seven Directors & Officers Acquire 71,783 Shares
HAPPY KIDS: Exclusive Plan Filing Period Extended Until June 28

HIGH VOLTAGE: U.S. Trustee Picks 3-Member Equity Committee
HIGH VOLTAGE: Trustee Has Until Aug. 9 to Make Lease Decisions
HORSEHEAD INDUSTRIES: Gets Court Approval to Amend Sale Documents
INTERSTATE BAKERIES: 292 Creditors Sell $17.9 Million of Claims
KAISER ALUMINUM: Court Amends Misc. Asset Sale Procedures Order

KAISER ALUMINUM: Court Extends Removal Period to September 10
LAIDLAW INT'L: Discloses Plan to Re-Capitalize Balance Sheet
L-3 COMMS: Buying Titan Corp. in $2.65 Billion Merger Transaction
L-3 COMMS: Moody's Reviews Ba2 Debt Rating for Possible Downgrade
L-3 COMMUNICATIONS: Fitch Could Place Bonds on Negative Watch

MEDICAL SERVICES: S&P Rates Proposed $150 Mil. Senior Notes at B-
MEDICAL SERVICES: Moody's Rates Proposed $150M Notes at Ba3
MERCANTILE & GENERAL REINSURANCE: Section 304 Petition Summary
METROMEDIA INT'L: Will Restate Annual Report Due to Acctg. Errors
MIRANT CORP: Court Okays California Parties' Settlement Agreement

MIRANT CORP: Defends Plan's Unimpaired Treatment of MAGi Notes
MIRANT CORP: Selling Gas Turbines to Mitsubishi Power for $23MM
MSX INT'L: Weak Credit Measures Cue S&P to Junk $205.5 Mil. Notes
NEW CENTURY: Moody's Reviews Class B Certificates' Ba2 Rating
NEW WEATHERVANE: Court Okays Stipulation Settling Escrow Dispute

NORTHWEST AIRLINES: Fitch Downgrades Trust Certificates
ON SEMICONDUCTOR: Debt-Protection Measures Cue S&P to Up Ratings
OWENS CORNING: Selling Ga. Property to Douglas Metal for $550K
PATHMARK STORES: Yucaipa Co. Proposes to Buy 40% of Common Stock
RAFAELLA APPAREL: S&P Junks Proposed $160 Million Notes

REDDY ICE: Extends 8-7/8% Sr. Sub. Debt Tender Offer Until June 24
SOUPER SALAD: Case Summary & 20 Largest Unsecured Creditors
STUDIO INN: Files Plan & Disclosure Statement in M.D. Florida
TECO ENERGY: Fitch Assigns BB+ Rating to $100M Senior Notes
TITAN CORP: Inks $2.65 Billion Merger Pact with L-3 Communications

TITAN CORP: Postpones Annual Shareholder Mtg. Due to Merger Deal
TITAN CORP: Moody's May Downgrade B2 Rating Following Merger
TITAN CORP: L-3 Comms. Merger Sale Prompts S&P's Watch Positive
UAL CORP: Interim Relief Under IAM Pacts Extended Until June 17
UAL CORP: IAM Wants District Court Judgment on Right to Strike

US AIRWAYS: Amends Transaction Retention Plan Due to Objections
WEIRTON STEEL: Liquidating Trustee Inks Settlement with Retirees
WESTPOINT STEVENS: Gets OK to Sell Rosemary Property to Spealman
WILD OATS: S&P Junks $115 Million 3.25% Convertible Bonds
WINN-DIXIE: Court Extends Reclamation Deadline to June 30

WINN-DIXIE: Court Grants Sale of Three Store Leases to Food Lion
WINN-DIXIE: Court Directs Dwyer to Release $240,000 in Escrow

* Large Companies with Insolvent Balance Sheets

                          *********

AFC ENTERPRISES: Board Names K. Keymer Chief Executive Officer
--------------------------------------------------------------
AFC Enterprises, Inc.'s (Nasdaq: AFCE) Board of Directors has
appointed Kenneth Keymer, the current President of Popeyes, as the
Company's Chief Executive Officer effective September 1, 2005.   
Mr. Keymer will succeed Frank Belatti, the Company's founder, who
will continue as Chairman of the Board of Directors.

Keymer, age 57, is a 25-year restaurant industry veteran who has
served as President of Popeyes since June 1, 2004.  Since joining
Popeyes, Keymer has been instrumental in driving the brand's
improved performance including positive comparable same-store
sales, building a new management team to execute and accelerate
the brand's growth initiatives, reducing development costs for new
units by over 10 percent and re-imaging expenses by approximately
30 percent, and improving the pipeline predictability for new
restaurant openings.

"Ken is a highly regarded leader with an impressive track record
of growing brands through his extensive operational and strategic
experiences.  Popeyes continues to benefit from Ken's sector
expertise, proven commitment to franchisees and overall business
success. We have great confidence in his ability to lead the
Company into the future," stated Frank Belatti.

Prior to Popeyes, Keymer served as Co-chief Executive Officer and
Member of the Board of Directors of Noodles & Company.  From 1996
to 2002, he held the title of President and Chief Operating
Officer at Sonic Corporation and was a member of the Board of
Directors.  He also held senior positions at Taco Bell, Boston
Chicken and Perkins Family Restaurants.

Frank Belatti will continue his role as AFC's Chairman of the
Board.  Belatti founded AFC in 1992 and navigated the Company
through significant new unit growth, the acquisition of Cinnabon
and Seattle Coffee Company in 1998, AFC's IPO in March 2001, the
comprehensive review of the Company's portfolio and the ultimate
closing of AFC's corporate center.  Over the past year, Belatti
led AFC's exploration of strategic alternatives for Church's
Chicken and Cinnabon resulting in the sale of these businesses
that contributed to AFC's declaration of a $12 per share dividend
payable on June 3, 2005 to stockholders of record at the close of
business on May 23, 2005.

"I look forward to working closely with Frank and the Board to
continue making Popeyes a highly differentiated brand with
significant growth opportunities," stated Ken Keymer. "We are well
positioned to succeed with our strong franchise system, focused
leadership, extensive unit expansion opportunities, low capital
requirements and unique brand positioning with strong product
elasticity."


                       About the Company  

AFC Enterprises, Inc. -- http://www.afce.com/-- is the  
franchisor and operator of Popeyes(R) Chicken & Biscuits, the
world's second-largest quick-service chicken concept based on
number of units.  As of April 17, 2005, Popeyes had 1,818
restaurants in the United States, Puerto Rico, Guam and 25 foreign
countries.  AFC's primary objective is to be the world's
Franchisor of Choice(R) by offering investment opportunities in
its Popeyes Chicken & Biscuits brand and providing exceptional
franchisee support systems and services.   

                         *     *     *  

As reported in the Troubled Company Reporter on April 21, 2005,
Standard & Poor's Ratings Services assigned its 'B+' rating to  
Atlanta, Georgia-based AFC Enterprises Inc.'s planned $250
million secured bank loan.  

A recovery rating of '4' was also assigned to the loan,
indicating the expectation for marginal recovery of principal
(25%-50%) in the event of a payment default. Borrowings, along
with the proceeds from the sale of Church's Chicken, will be used
for a shareholder transaction and to repay the company's debt.  

At the same time, Standard & Poor's raised its corporate credit  
rating on AFC to 'B+' from 'B'.  The rating was removed from  
CreditWatch, where it was previously placed with positive  
implications.  S&P says the rating outlook is stable.


ALLEGHENY ENERGY: Moody's Upgrades Sr. Unsec. Debt Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Allegheny Energy, Inc.'s senior
unsecured debt rating to Ba2 from B1.  Moody's also upgraded the
ratings of affiliates:

   * Allegheny Energy Supply Company, LLC,
   * Allegheny Energy Supply Statutory Trust 2001,
   * Allegheny Generating Company,
   * Monongahela Power Company,
   * The Potomac Edison Company, and
   * West Penn Power Company.  

This concludes the review for possible upgrade that was initiated
on February 24, 2005.  The rating outlook is stable for AYE and
its affiliates.

The upgrades are prompted by:

   1) AYE's continued progress in reducing debt and the
      expectation that the company will achieve its stated debt
      reduction target of at least $1.5B by year end 2005;

   2) The upgrade incorporates substantial expected improvement in
      financial ratios over the next 2 to 3 years, driven by
      rising funds from operations, the use of free cash flow and
      asset sales to repay debt, the winding down of unfavorable
      hedging transactions, and the expectation of reasonable rate
      relief for AYE's regulated utility subsidiaries;

   3) A lower business risk profile resulting from the focus on
      lower risk core utility operations;

   4) AYE's improving liquidity profile.

The company's credit profile has been strengthened by significant
debt reduction resulting from the sale of higher risk unregulated
assets, such as the recent sale of OVEC and the Lincoln Generating
Station, and the utilization of free cash flow for debt repayment.
AYE recently announced the sale of the Wheatland generating
facility, and the company intends to sell Mountaineer Gas Company
by the end of 2005 and Midwest peaker Gleason in early 2006.  AYE
has already reduced debt by approximately $1.3 billion since
December 1, 2003, and Moody's expects AYE to exceed its debt
reduction target of at least $1.5 billion by the end of 2005,
through a combination of funds from operations and additional
asset sales.

For the year 2005, Moody's expects that the ratio of funds from
operations (FFO) to debt, on an adjusted basis, will exceed 9%,
the ratio of FFO to interest will be approximately 2 times, and
the ratio of adjusted debt to capitalization will improve to about
70%.  The upgrade prospectively considers substantial further
improvement in these ratios that is expected in 2006 and 2007,
with Moody's calculation of projected FFO to debt improving to the
range of 12% to 15% in 2006 and exceeding 15% thereafter.  There
could be negative consequences for the ratings if the company
fails to demonstrate this expected improvement while maintaining
or reducing its business risk profile.  On the other hand,
indications that the company is likely to exceed these ratios
while maintaining or reducing its business risk profile could have
positive consequences for the ratings.

AYE's ratings incorporate the relatively strong and stable source
of cash flow from AYE's three regulated utility subsidiaries.  The
credit metrics of WPP and PE would support higher ratings on a
stand alone basis, but the ratings for the utility subsidiaries
are constrained by the overall credit profile of the group in the
context of the financial and operational interrelationship of the
family of companies.  AYE effectively manages all of its regulated
operating subsidiaries as a single system, and the utility
subsidiaries share their resources through a regulated money pool
borrowing arrangement.

The upgrade of AYE's ratings also considers the improved liquidity
position of the consolidated enterprise, which includes cash on
hand of about $175 million (as of March 31, 2005), and expected
availability of approximately $250 million under revolving credit
facilities (at closing) that the company is currently negotiating,
which are expected to have a term of 5 years.

The ratings of AYE Supply consider the cost competitiveness of its
generating assets and the stability of its provider of last resort
contractual arrangements with the regulated utilities.  Its
relatively low-cost base load, coal-fired power generation fleet
provides a competitive advantage.  However, the rating of AYE
Supply also considers its high leverage and the below market
pricing of its contractual sales to its utility affiliates.  Since
the utility operations are subject to rate limitations, including
a rate cap in Pennsylvania, the AYE system as a whole does not
fully benefit from the cost competitiveness of AYE Supply's
generating fleet.  Moody's rating action incorporates the
expectation that AYE's consolidated profitability will improve due
to the expiry of power supply contracts and the reset of the
Pennsylvania rate cap.

The ratings continue to be constrained by negative factors that
include:

   * weak cash flow coverage ratios over the past several years;

   * very high balance sheet leverage that is largely a residue of
     unsuccessful legacy business investments such as natural gas-
     fired;

   * peaking generation plants and energy trading;

   * the overhang of uncertainty in relation to litigation with
     Merrill Lynch resulting from the energy trading business; and

   * the need for regulatory support for recovery of rising costs
     at the utility subsidiaries and environmental capital
     expenditures.

The outlook is stable and reflects the expectation that AYE's
credit profile will continue to improve substantially over the
next 2 to 3 years, with modest further debt reduction and
substantial improvement in cash flow, and that there will be a
reasonably supportive regulatory response to rate filings to
recover increased costs and outlays for environmental spending.

Ratings that are upgraded include the:

   1) AYE, senior unsecured to Ba2 from B1

   2) AYE Supply, senior secured to Ba2 from Ba3, senior unsecured
      and Issuer Rating to Ba3 from B2

   3) AGC, senior unsecured to Ba3 from B2

   4) Allegheny Energy Supply Statutory Trust 2001, senior secured
      to Ba2 from Ba3

   5) MP, senior secured to Baa3 from Ba1, senior unsecured and
      Issuer Rating to Ba1 from Ba2

   6) PE, senior secured to Baa2 from Ba1, senior unsecured and
      Issuer Rating to Baa3 from Ba2

   7) WPP, senior unsecured and Issuer Rating to Baa3 from Ba1

Headquartered in Greensburg, PA, Allegheny Energy, Inc. is an
integrated energy company that owns various regulated and
unregulated subsidiaries engaged in generation and distribution of
electricity, and other businesses.  Its utility subsidiaries
deliver electricity to customers in:

   * Maryland,
   * Ohio,
   * Pennsylvania,
   * Virginia, and
   * West Virginia,
   * and natural gas to customers in West Virginia.


ALLIED HOLDINGS: Amends Senior Secured Credit Facility
------------------------------------------------------
Allied Holdings, Inc. (Amex: AHI) reported that it has completed
an amendment to its senior secured credit facility.  The amendment
reduced the financial covenant relating to the minimum
consolidated earnings before interest, taxes, depreciation and
amortization, as defined in the credit facility, which must be
maintained for the twelve consecutive months ending on the last
day of April and May of 2005.  The amendment also amended the debt
incurrence ratio, as set forth in the credit facility, for the
period beginning May 31, 2005 and ending June 22, 2005.

As a result of this amendment, the Company was in compliance with
the requirements of the credit facility relating to the required
minimum consolidated earnings before interest, taxes, depreciation
and amortization as defined in the credit facility and the debt
incurrence ratio as of April 30, 2005.  The Company is required to
report as to compliance with the covenant relating to the required
minimum consolidated earnings before interest, taxes,
depreciation, and amortization, as defined in the credit facility
as of May 31, 2005 no later than June 30, 2005.

                        The Credit Facility

Allied Holdings and Allied Systems, Ltd. (L.P.) are the Borrowers
under an Amended and Restated Financing Agreement, dated as of
September 4, 2003, as amended three times, with Wells Fargo
Foothill, Inc., formerly known as Foothill Capital Corporation, as
administrative agent, and Ableco Finance LLC, serving as
collateral agent for a group of Lenders comprised of:

     * ABLECO FINANCE LLC
     * WELLS FARGO FOOTHILL, INC.
     * A3 FUNDING LP
     * STYX INTERNATIONAL, LTD.
     * THE LONG HORIZONS OVERSEAS FUND, LTD.
     * A4 FUNDING LP
     * ADAMS STREET CBO 1998-1, LTD.
     * FORTWIRTH CDO LTD.
     * MAGMA CDO LTD.
     * STELLAR FUNDING, LTD.
     * UPPER COLUMBIA CAPITAL COMPANY, LLC
     * FORTRESS CREDIT OPPORTUNITIES I LP
     * DB SPECIAL OPPORTUNITIES LLC
     * FORTRESS CREDIT OPPORTUNITIES II LP
     * CONGRESS FINANCIAL CORPORATION (CENTRAL)
     * STANDARD FEDERAL BANK NATIONAL ASSOCIATION
     * TEXTRON FINANCIAL CORPORATION
     * HCM/Z SPECIAL OPPORTUNITIES LLC,
     * BERNARD GLOBAL LOAN INVESTORS, LTD.,
     * BERNARD NATIONAL LOAN INVESTORS, LTD.

                      About the Company  

Allied Holdings, Inc. is the parent company of several
subsidiaries engaged in providing distribution and transportation
services of new and used vehicles to the automotive industry.  
The services of Allied's subsidiaries span the finished vehicle  
distribution continuum and include car-hauling, intramodal
transport, inspection, accessorization and dealer prep.  Allied,
through its subsidiaries, is the leading company in North America
specializing in the delivery of new and used vehicles.  

At Mar. 31, 2005, Allied Holdings, Inc.'s balance sheet showed a  
$51,869,000 stockholders' deficit, compared to a $41,549,000  
deficit at Dec. 31, 2004.


ALLIED HOLDINGS: Hires Miller Buckfire for Financial Advice
-----------------------------------------------------------
Allied Holdings, Inc. has engaged Miller Buckfire to provide
investment banking and advisory services to the Company.  Miller
Buckfire is evaluating strategic and financial options which may
be available to the Company.  The Company anticipates that Miller
Buckfire will make its preliminary recommendations to the Company
on or before June 22, 2005.

Allied Holdings and Allied Systems, Ltd. (L.P.), as Borrowers
under an Amended and Restated Financing Agreement, dated as of
September 4, 2003, inked a third amendment to that agreement last
month.  A 20-lender consortium under that credit facility is led
by Wells Fargo Foothill, Inc., and Ableco Finance LLC.

                      About the Company  

Allied Holdings, Inc. is the parent company of several
subsidiaries engaged in providing distribution and transportation
services of new and used vehicles to the automotive industry.  
The services of Allied's subsidiaries span the finished vehicle  
distribution continuum and include car-hauling, intramodal
transport, inspection, accessorization and dealer prep.  Allied,
through its subsidiaries, is the leading company in North America
specializing in the delivery of new and used vehicles.  

At Mar. 31, 2005, Allied Holdings, Inc.'s balance sheet showed a  
$51,869,000 stockholders' deficit, compared to a $41,549,000  
deficit at Dec. 31, 2004.


ANC RENTAL: NFL Properties Holds $610,069 Allowed Unsecured Claim
-----------------------------------------------------------------
On Jan. 10, 2003, NFL Properties LLC timely filed a proof of
claim for $630,069 -- $60,418 was asserted as an administrative
expense claim and $569,652 as a general unsecured claim.  The ANC
Liquidating Trust objected to the administrative expense portion
of the Claim filed by NFL Properties.

The Trust relates that on the Petition Date, the Debtors' general
counsel contacted and informed NFL Properties that the Debtors
have stopped using the NFL trademark and intended to reject the
contract.

To resolve their dispute, the parties stipulate and agree that
NFL Properties' claim will be allowed as:

    -- an administrative claim for $20,000; and

    -- a general unsecured non-priority claim for $610,069.

Judge Walrath approves the parties' stipulation.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200).  On April 15, 2004, Judge Walrath
confirmed the Debtors' 3rd Amended Chapter 11 Liquidation Plan, in
accordance with Section 1129(a) and (b) of the Bankruptcy Code.
Upon confirmation, Blank Rome LLP and Fried, Frank, Harris,
Shriver & Jacobson LLP withdrew as the Debtors' counsel.  Gazes
& Associates LLP and Stevens & Lee PC serve as substitute
counsel to represent the Debtors' post-confirmation interests.
When the Company filed for protection from their creditors, they
listed $6,497,541,000 in assets and $5,953,612,000 in liabilities.  
(ANC Rental Bankruptcy News, Issue No. 70; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


APARTMENT AT TIMBER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Apartments at Timber Ridge LP
        aka Timber Ridge Apartments
        c/o AHM Development
        8411 Preston Road #711
        Dallas, Texas 75225

Bankruptcy Case No.: 05-82135

Type of Business: The Debtor operates a residential
                  apartment building in Omaha, Nebraska.

Chapter 11 Petition Date: June 3, 2005

Court: District of Nebraska (Omaha Office)

Debtor's Counsel: Howard T. Duncan, Esq.
                  Duncan Law Office
                  1910 South 72nd Street, Suite 304
                  Omaha, Nebraska 68124-1734
                  Tel: (402) 391-4904
                  Fax: (402) 391-0088

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                      Claim Amount
------                                      ------------
AHM Development Inc.                          $1,395,887
8411 Preston Road
Dallas, TX 75225

AHM Partners LP                                 $300,408
c/o AHM Development Inc
8411 Preston Road
Dallas, TX 75225

Complete Carpet Care                             $19,008
c/o John J Reefe III
1904 Farnam Street #700
Omaha, NE 681021998

Lehman Housing Capital                           $15,928
3 World Financial Center, 20th Floor
New York, NY 102852000

Jetz Midwest                                     $14,484
4505 South 76th Circle
Omaha, NE 68127

NIFA                                             $12,178
200 Commerce Court
1230 O Street
Lincoln, NE 685081402

Kellys Carpet                                    $11,602
2619 S 90th Street
Omaha, NE 68124

Thrifty Nickel                                   $10,365
c/o Dennis J Green
11605 Arbor Street
Omaha, NE 68144

MUD                                              $10,119
P.O. Box 3600
Omaha, NE 68103

Rod Kushs Furniture/Mattressland                  $9,602
4911 South 72nd Street
Omaha, NE 68127

Storm King                                        $8,451
8609 I Street
Omaha, NE 68127

40th St Carpet Mart                               $7,842
4002 Hamilton Street
Omaha, NE 68131

RotoRooter                                        $6,488
7941 Drexel Street
Omaha, NE 681273915

Merchants Credit Adjustment                       $5,968
6818 Grover Street, #200
Omaha, NE 681063632

GKL/Yard Market                                   $4,402
7116 Irvington Road
Omaha, NE 68122

Lacy and Sharkey Monteith                         $4,400
8502 West Center Road
Omaha, NE 68124

Heavenly Clean Janitorial Service                 $3,745
7012 South 128th Street
Omaha, NE 68138

Floor Fashions                                    $3,434
11257 John Galt Boulevard
Omaha, NE 68137

Odermatt Floor Covering Inc.                      $3,375
7222 S 142nd Street
Omaha, NE 68138

Bellaire Nursery                                  $3,346
10650 N 168th Street
Bennington, NE 68007


ASTORIA ENERGY: Fitch Puts Low-B Ratings on $279M Certificates
--------------------------------------------------------------
Fitch Ratings has assigned final ratings to certificates issued by
Astoria Power Project Pass-Through Trust.  The rated certificates
are:

     -- $515 million 5.774% series A due 2016 'BBB-';
     -- $210 million 8.144% series B due 2021 'BB';
     -- $69.5 million 7.902% series C due 2021 'BB-'.

Astoria Energy LLC was formed to develop, construct, own, and
operate a 1,000-MW gas-fired power plant in the Astoria section of
Queens, N.Y.  The facility will provide electric generating
capacity for the New York City market (Zone J), which is one of
the most capacity-constrained markets in the country.  The
facility is being developed in two phases of 500 MW each.   
Development of the second phase, which will be separately
financed, is not yet underway.

The ratings reflect Astoria's projected financial performance,
asset quality and financing arrangements.  Financial performance
will be driven by the receipt of contractual revenues under the
power purchase agreement with Consolidated Edison Co. of New York,
Inc. (Con Ed, rated 'A+' by Fitch).  These revenues will be
indexed to local market prices and will also be a function of
facility availability. Con Ed has the right to renew the PPA after
the scheduled expiration in 2016.

Under the sponsor's base case, projected debt service coverage
ratios for the series A certificates average 2.42 times (x).  
Through 2016, DSCRs on the series B and C certificates average
1.85x and 1.75x, respectively.  After 2016 and the maturity of the
series A certificates, projected DSCRs on the series B and C
certificates are meaningfully greater under either a PPA extension
or merchant scenario.  Accordingly, the merchant tail is not
currently viewed as a rating constraint on the series B and C
certificates.

Several stress scenarios were considered to assess the impact of
market and operational factors.  These scenarios and the projected
financial performance under these scenarios are fully described in
research reports available at FitchResearch, Fitch's subscription-
based web site, at http://www.fitchratings.com


ATA AIRLINES: Lenders Require Plan Confirmation by Dec. 31
----------------------------------------------------------
As previously reported, pursuant to the December 23, 2004 Bid
Proposal executed between Southwest Airlines, Inc., and ATA
Airlines, Inc. and its debtor-affiliates, Southwest agreed to:

  (i) provide ATA Airlines, Inc., with DIP loan facility; and

(ii) codeshare with ATA Airlines out of specified airports.

Under the Bid Proposal, the corresponding DIP Credit and Security
Agreement, and the ATA-Southwest Codeshare Agreement, the Debtors
were required to have a plan of reorganization confirmed by the
U.S. Bankruptcy Court for the Southern District of Indiana by
September 30, 2005.

In a regulatory filing with the Securities and Exchange
Commission, Brian T. Hunt, senior vice president and general
counsel of ATA Holdings Corp., discloses that the parties have
entered into:

   -- a letter of amendment to the Bid Proposal dated May 23,
      2005;

   -- a Fifth Amendment to Credit Agreement dated May 30, 2005;
      and

   -- a First Amendment to the Codeshare Agreement dated May 30,
      2005.

The Amendments extends the time period by which the Debtors must
have a confirmed plan of reorganization to December 31, 2005.

The Air Transportation Stabilization Board and the Official
Committee of Unsecured Creditors have approved the Amendments.

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: John Hancock Wants Discovery and Hearing Continued
----------------------------------------------------------------
On January 3, 2005, the U.S. Bankruptcy Court for the Southern
District of Indiana approved ATA Airlines, Inc. and its debtor-
affiliates' request to reject a Boeing 727-290 Lease entered into
between ATA Airlines, Inc., and John Hancock Leasing Corporation.  
The Rejection Order provided that the rejection is effective as of
the later of:  

   (i) date of the order; and

  (ii) the date of actual surrender and return of the Leased
       Aircraft, Leased Engines and other rejected aircraft
       equipment.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines has not flown the Aircraft for
several years.  It has been parked in the desert at AAR Aircraft
Services in Roswell, New Mexico, since October 20, 2001.  The
Debtors advised John Hancock on the rejection and the location of
the Aircraft on or before November 30, 2004.

After inspection of the Aircraft, John Hancock complained, among
others, that the engines were not properly installed, defective
parts were attached, and appropriate documentations, including the
"current manuals" were absent.  John Hancock insisted that the
Debtors have not consummated the rejection and are bound to
administrative expenses until they complied with the Federal
Aviation Administration "installation" regulations.

At the May 3, 2005 Hearing, the Court made two legal
determinations:

   (1) the return of the Current Manuals and reinstallation of
       the Leased Engines were not conditions precedent to the
       occurrence of the Rejection Effective Date, but rather it
       occurred when the Debtors surrendered possession and
       returned the Aircraft; and

   (2) John Hancock is entitled to an administrative expense
       claim pursuant to Section 365(d)(10) of the Bankruptcy
       Code for all of the Debtors' Lease obligations first
       arising from or after December 24, 2004, through the
       Rejection Effective Date.

Mr. Nelson notes, however, that a number of legal and factual
issues have yet to be decided, including:

    -- The date on which the Debtors surrendered and returned the
       Aircraft to John Hancock.

    -- The serviceability of parts attached to the Leased Engines
       and the serviceability of the Leased Engines both before
       and after reinstallation.

    -- The facts as to any benefit to the Debtors' estates of the
       Debtors' "use" of the Aircraft during the first 59 days
       following the Petition Date.

    -- The completeness of the reinstallation of the Leased
       Engines.

According to Mr. Nelson, those issues cannot be resolved until the
parties have been afforded an opportunity to conduct the discovery
in accordance with Rule 9014 of the Federal Rules of Bankruptcy
Procedure.

Hence, the Debtors ask the Court to set John Hancock's Motion for
an evidentiary hearing and enter a scheduling order providing a
timeline for the parties to conduct appropriate discovery.

The Debtors proposed that motions for summary judgment be filed by
August 1, 2005, and discovery be completed by August 21, 2005.

                     John Hancock Responds

John Hancock Leasing Corporation ask the Court to clarify that the
Debtors must:

   (a) surrender and return all documents and records relating
       to the Rejected Aircraft Equipment; and

   (b) reinstall the Leased Engines in the Leased Aircraft
       at the Debtors' own expense, in a manner that the Leased
       Engines, following reinstallation, are in either:
  
         -- in proper working condition; or

         -- installed in accordance with applicable FAA
            standards.

John Hancock asserts that the Debtors' failure to do so entitles
it to administrative expenses under Section 503(b)(1)(A) of the
Bankruptcy Code in the amount necessary to bring the Debtors into
compliance with their obligations.  

               Debtors Must "Substantially Comply"

According to George E.B. Maguire, Esq., at Debevoise & Plimpton
LLP, in New York, contrary to the Debtors' claims, the Court did
not rule that the Debtors' "surrender and return obligations" were
limited to items in their possession.

What the Court stated was that the surrender and return of records
and documents relating to the Rejected Aircraft Equipment would
trigger the Rejection Effective Date if it "substantially
complied" with the conditions in the Rejection Order.

The difference between the Court's "substantial compliance"
standard and the Debtors' "possession" standard is apparent, Mr.
Maguire notes.  Under the Rejection Order, the Debtors must at
least substantially comply with the Documentation Requirement in
order for the Rejection Effective Date to occur.  Non-compliance
is not excused by the Debtors' negligent or other failure to
maintain possession of the requisite records and documents.  
Neither did the Debtors raise the "possession" limitation at the
Hearing nor did the Court address it.

                     Clarification of Issues

Mr. Maguire argues that a clarification of the Court's rulings on
the issues of law discussed is needed before the parties undertake
the months of litigation the Debtors proposed.  Many of the
factual issues the Debtors seek to litigate may be obviated:

    -- If the Debtors' reinstallation of the Leased Engines is
       governed only by their own "best practical way under the  
       circumstances" test, then there is no need to determine
       whether the reinstallation met any other standard.

    -- If John Hancock is not entitled to an administrative
       expense claim for the Debtors' failure to return the
       current manuals, then the parties should be able to
       resolve the claim on a prepetition unsecured basis without
       litigation.

                         Scheduling Order

John Hancock prefers that the parties stipulate to the Rejection
Effective Date rather than undergo the months of discovery and an
evidentiary hearing.  According to Mr. Maguire, the parties
apparently agree that:

   (a) the records and documents related to the Rejected Aircraft
       Equipment asserted by the Debtors at the Hearing to be
       complete were surrendered and returned to Hancock Leasing
       on February 14, 2005; and

   (b) the surrender and return of the Leased Engines occurred at
       some point during the 44-day period between February 1 and
       March 16, 2005.

Mr. Maguire, however, says that the Debtors' handling of the
issues is cause for concern that the limited factual issues raised
will be over-litigated absent management by the Court.  In
addition, John Hancock is wary that the Debtors' proposal that the
summary judgment motion be submitted three weeks prior to the
close of discovery could subvert the entire summary judgment
process by allowing parties to produce new evidence after motions
have been submitted.

In this regard, John Hancock requests that the discovery and
hearing proceed in accordance with its proposed schedule.

John Hancock wants the Court to approve a faster timetable for
discovery and summary judgment motions, concluding in July 2005.

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)


AVANI INTERNATIONAL: Recurring Losses Trigger Going Concern Doubt
-----------------------------------------------------------------
BDO Dunwoody LLP expressed substantial doubt about Avani
International Group Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.  The auditing firm points to the Company's
recurring losses from operations.

The Company has incurred accumulated losses through March 31,
2005, of $7,928,307.  The continuation of the Company is dependent
upon the continuing financial support of creditors and
stockholders, obtaining additional long-term financing, as well as
achieving and maintaining a profitable level of operations.  The
Company plans to raise additional equity and debt capital as
necessary to finance the operating and capital requirements of the
Company.  Amounts raised will be used to provide financing for the
marketing and promotion of the Company's business, capital
expansion and for other working capital purposes.  While the
Company is expending its best efforts to achieve the above  
plans, there is no assurance that any such activity will generate  
sufficient funds for operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.  These financial statements do not include any
adjustments that might arise from this uncertainty.

                        Avani O2 Update

Avani O2 was incorporated in July 1999 in Malaysia mainly to
explore the opportunities of developing and marketing bottled
water in South East Asia.  In 2000, Avani O2 entered into a joint-
venture agreement with the Company for the world-wide rights and
licenses, except in Canada, to access and use, for all purposes,
the Company's technology of producing oxygen enriched bottled
water.  Avani O2 is considered a VIE of the Company because,
pursuant to the original joint-venture agreement, the Company is
entitled to, among other things, receive a 2% royalty on all  
revenue from all Avani O2 licensed products, 30% of the before tax  
profits generated by the bottling line contributed by the Company
to Avani O2, and appoint two of the three directors on the Board
of Directors of Avani O2.  As a result, the equity investors of
Avani O2 do not have a controlling financial interest in Avani O2
and the Company is the primary beneficiary of Avani O2, the VIE.

Accordingly, the Company commenced consolidating Avani O2 in 2004.
The cumulative effect of the change in accounting policy of
$91,664 was recorded in the Statement of Operations and
Comprehensive Loss at January 1, 2004 and included in accumulated
deficit.  Subsequent to the elimination of intercompany balances
and transactions, Avani O2 had net assets of $1,935,483 (December
31, 2004 - $1,825,229) as at March 31, 2005 and net income of  
$110,254 (2003 - $28,935) for the three-month period then ended.
These amounts were recorded as non-controlling interests.

Subsequent to March 31, 2005, in connection with a dispute between
the Company and Avani O2 over, among other matters, the payment of
$951,675 in amounts recognized and owing to the Company, the
Company obtained a Garnishing Order against Avani O2's bank
account in the amount of $692,728.  While the outcome of this
dispute is not presently determinable, management is of the
opinion that the Company's financial position and results of
operations will not be adversely affected by the eventual
settlement.

Net loss for the three-month period ended March 31, 2005 was
$171,216 compared with a net loss of $107,764 for the prior
period.  The Company had a foreign currency transaction adjustment
of a minus $30,378 in 2005 compared with $153,682 for the 2004
period. Comprehensive loss for the 2004 period was $201,594
compared with a loss of $45,746 for the same period in 2004.

As of March 31, 2005, the Company had working capital of $668,942.  
Working capital as of December 31, 2004 was $702,917. The decrease
in working capital is principally a result of the consolidated
loss of the Company.

Property, plant and equipment, net of accumulated depreciation, as
of March 31, 2005 totaled $1,301,790, which consists of $1,084,134
in Company assets located in Canada and $217,656 in Avani O2
assets located in Malaysia.  Property, plant and equipment of the
Company, net of accumulated depreciation, as of December 31, 2004
totaled $1,357,893 which consists of $1,063,125 in Company assets
located in Canada and $294,768 in Avani O2 assets located in
Malaysia.  The reduction is due to amortization that occurred
during the period.

The Company continues to experience significant losses from
operations.  The Company is uncertain as to when it will achieve
profitable operations.  Avani has entered into an Asset Sale
Agreement to sell all of its assets related to its water business
to Avani O2.  However, Avani O2 has failed to make the required
payments under the agreement.  The Company expects to continue to
promote its water products both domestically and internationally
until such time as the matters related to the transfer of assets
to Avani O2 and future business arrangement have been resolved.  
If Avani continues its water business for the foreseeable future,
it expects to achieve break even cash flow from operations from
these efforts (excluding any intercompany sales to Avani  
O2) during the next 12 months.  The Garnishing Order Before
Judgment against Avani O2 Water Sdn. Bdn., was filed in the  
Supreme Court of British Colombia, Canada which seeks to garnish  
$692,728 (C$863,950) in funds of Avani O2 held in HSBC Bank
Canada.

If the Company is unable to collect on its trade receivables from
Avani O2, its available cash and cash equivalents and other
accounts receivable will be sufficient to fund its ongoing
operations for a period of approximately three months.
Irrespective of the outcome of its discussions with Avani O2, the
Company intends to raise approximately $500,000 in the next three
to six months to finance its ongoing bottled water operations or
for other operations through the private placement of its capital
stock or through debt financing.  If the Company is successful in
its endeavors, it believes that the money raised together with
cash flow from operations (excluding intercompany transactions)  
will be sufficient to support its operations for a period of 12
months.  

The private placement of its capital stock may result in
significant dilution to shareholders.  At this time, the Company
has no commitments for any such financing, and no assurances can
be given that the Company will be successful in these endeavors.
If the Company is unsuccessful in these endeavors, it will have a
material adverse impact on the Company and its ability to conduct
its business in the future.  

                       About the Company

Since its inception, Avani International Group Inc.'s has
constructed a bottling facility and has been engaged in the
business of bottling and distributing bottled water product under
the trade name "Avani Water."  The product is an oxygen enriched,
purified bottled water produced from proprietary technology
developed by Avani.

At Mar. 31, 2005, Avani International Group Inc.'s balance sheet
showed a $312,105 working capital deficit, compared to a $110,511
deficit at Dec. 31, 2004.


BANYAN CORP: Accumulated Deficit Triggers Going Concern Doubt
-------------------------------------------------------------
Schwartz Levitsky Feldman, LLP, expressed substantial doubt about
Banyan Corporation's ability to continue as a going concern after
it audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm points to the Company's
accumulated deficit and working capital deficiencies.

The Company has incurred operating losses for several years.  
These losses have caused the Company to operate with limited
liquidity and have created stockholders' deficit and working
capital deficiencies of $384,418 and $561,751, respectively, as of
March 31, 2005.  These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

Management's plans to address these concerns include the
conversion of outstanding debt to equity, additional equity
financing, sales of franchises, increasing collections of
receivables from franchisees and acquisition of a diagnostic
imaging business, which management believes to have a positive
cash flow and in addition selling the company-owned clinics that
had a negative cash flow.

The management of Banyan expects the Company to be in a positive
cash flow position by the end of the 2005 as a result of the rapid
rise in its franchise revenue, coupled with the acquisition of a
diagnostic imaging business that is believed will generate
positive cash flow, plus the disposition of the Company-owned
clinics that had a negative cash flow.  Management expects that
the additional revenue and cash flow will generate sufficient
liquidity to defray ongoing expenses and additional expenses
resulting from expansion.

The Company does not expect to need additional financing to
continue in operation after the proceeds from its sale of
convertible notes are expended.  If revenue does not materialize
as expected or as business continues to expand, however, it may be
necessary to take steps to increase liquidity and capital
resources, mainly by selling shares.  The exercise of outstanding
stock options (22,120,000 at a weighted average exercise price of
$.13 per share at the end of 2004) is one possible source of such
financing.  The Company does not expect to obtain financing though
additional borrowing.

  
                         Assets Sale

Effective December 31, 2004 Banyan disposed of the former Company-
owned chiropractic clinics by selling their assets and
discontinuing their operations, operations that had a loss of
$414,833 in 2004.  The assets disposed of, mainly accounts
receivable, were valued at approximately $926,000.  As a result of
the disposition, there was a significant decrease in the number of
employees.  A consultant, six chiropractors and ten support staff
from these clinics are no longer on the payroll.  Banyan gained
$242,187 on the sale.  The disposition of the clinics eliminates
an operation that was being supported by franchise operations.
Under deferred payment terms of a ten-year note issued by  
the purchaser, the Company expects to receive $24,481 in 2005,  
increasing to more than $100,000 in principal and interest for
2006 and the remaining term of the note.  These clinics also
signed franchise agreements that are expected to generate
significant royalties beginning in the last quarter of 2005.

                    Equity Acquisition

The Company intends to acquire all the equity securities of a
diagnostic imaging business from its shareholders.  Banyan is
advised that the business has been profitable and has entered an
agreement for the acquisition to be completed by May 31, 2005.  
The assets of the business to be acquired are primarily customer
accounts.  Banyan is committed to a payment of $700,000 at closing
provided the due diligence being conducted on the company is
favorable.  The source of funds for the down payment will be
substantially all the proceeds remaining from the sale of
convertible notes.

To date Banyan's operations have not been self-sustaining.

                           Defaults

Six unsecured promissory notes in the aggregate principal amount
of $210,700 together with accrued interest became due and payable
on April 30, 2005.  The notes bear interest at rates between 8%
and 12%, except for one note for $45,000, which  has a default
interest rate of 21%.  The Company is incurring late penalties of
$20 per day.  As of March 31, 2005, the total arrearage with
respect to these notes was approximately $319,636.  Banyan is
negotiating payment with the legal representative of four of the
note holders, who have threatened to commence legal proceedings
unless the notes are paid.

                       About the Company

Banyan Corporation, an Oregon corporation, was incorporated on
June 13, 1978.  The Company primarily franchises Chiropractic USA
chiropractic clinics in the health care industry.  All clinics are
operated by independent entrepreneurs under the terms of franchise
arrangements.

At Mar. 31, 2005, Banyan Corporation's balance sheet showed a
$384,418 stockholders' deficit, compared to a $1,397,205 deficit
at Dec. 31, 2004.


BEA CBO 1998-1: Fitch Affirms Junk Ratings on 2 Classes
-------------------------------------------------------
Fitch affirms the ratings of two classes of notes issued by BEA
CBO 1998-1, Ltd./Corp. (BEA 1998-1), which closed May 21, 1998.  
These rating actions are effective immediately:

     -- $70,945,313 class A-2A notes 'B-';
     -- $12,403,027 class A-2B notes 'B-'.

Additionally:

     -- $26,000,000 class A-3 notes remain at 'CC';
     -- $45,000,000 class B notes remain at 'C'.

BEA 1998-1 is a collateralized bond obligation backed
predominantly by high yield bonds.  Payments are made semi-
annually in June and December and the reinvestment period ended in
December 2002.  Included in this review, Fitch discussed the
current state of the portfolio with the asset manager, Prudential
Investment Management, Inc.

According to the April 4, 2005 trustee report, the portfolio
includes $13.21 million (15.4%) in defaulted assets.  
Additionally, the class A overcollateralization test is failing at
67.70% with a trigger of 128%, and the class B OC test is failing
at 46.77% with a trigger of 110%.  Considering the portfolio
deterioration to date, it is possible that the class A-2A and A-2B
notes will incur a nominal loss.

The ratings of the class A-2A and A-3 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the stated maturity date.  The rating of the class A-
2B notes addresses the likelihood that investors will receive the
aggregate outstanding amount of principal by the stated maturity
date.  The rating of the class B notes addresses the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the stated maturity date.

Fitch will continue to monitor BEA 1998-1 closely to ensure
accurate ratings.  Deal information and historical data on BEA
1998-1 is available on the Fitch Ratings web site at
http://www.fitchratings.com/


BEA CBO 1998-2: Fitch Affirms Junk Ratings on 3 1198-2 Classes
--------------------------------------------------------------
Fitch affirms the ratings of two classes of notes issued by BEA
CBO 1998-2, Ltd./Corp. (BEA 1998-2).  These rating actions are
effective immediately:

     -- $71,000,000 class A-1 notes 'AAA';
     -- $100,000,000 class A-2 notes 'AAA'.

Additionally:

     -- $20,000,000 class A-3 notes remain at 'C';
     -- $22,000,000 class B-1 notes remain at 'C';
     -- $8,500,000 class B-2 notes remain at 'C'.

BEA 1998-2 is a collateralized bond obligation backed
predominantly by high yield bonds.  The class A-1 and A-2 notes
are affirmed due to an insurance wrap that is provided by
Financial Securities Assurance, Inc. Payments are made semi-
annually in June and December and the reinvestment period ended in
July, 2003.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager, BEA Associates,
Inc.

According to its May, 2, 2005 trustee report, BEA 1998-2's
collateral includes a par amount of $ 27.5 million (20.41%) in
defaulted assets.  The class A overcollateralization test is
failing at 84.45% with a trigger of 117%, and the class B OC test
is failing at 62.95% with a trigger of 106%.

The ratings of the class A notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the stated balance of
principal by the stated maturity date.  The ratings of the class B
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the
stated maturity date.

Fitch will continue to monitor this transaction.  Deal information
and historical data on BEA CBO 1998-2 Ltd. is available on the
Fitch Ratings web site at http://www.fitchratings.com/


BEAZER HOMES: Fitch Rates Senior Unsecured Debt at BB+
------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Beazer Homes USA,
Inc. (NYSE: BZH) $300 million, 6.875% senior unsecured notes due
July 15, 2015.  The Rating Outlook is Stable.  The issue will be
ranked on a pari passu basis with all other senior unsecured debt,
including the company's unsecured bank credit facility.  A portion
of the offering proceeds will be used to repay the company's
existing $200 million term loan due 2008, with the remainder to be
used for general corporate purposes.

Ratings for Beazer are influenced by the company's operational
record during the past decade and the financial progress that the
company has achieved.  Since Beazer went public in 1994, it has
been an active consolidator in the homebuilding industry which has
contributed to its above average growth.  As a consequence, it has
realized higher debt levels than its peers in recent years,
especially following the Crossmann Communities acquisition.

Management has generally exhibited an ability to quickly and
successfully integrate its acquisitions, although Crossmann was an
exception to the pattern.  In any case, as Beazer has significant
geographic breadth there should be less use of acquisitions going
forward and acquisitions are likely to be moderate relative to the
company's current size.  Beazer's focus will be on organic growth
in the company's existing markets by increasing depth and breadth
within those markets.  Beazer is committed to maintaining a debt
to capitalization ratio of 45-50%.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry.  The ratings also
manifest Beazer's historic aggressive growth strategy, moderate
exposure to the sluggish Midwest, limited warranty issues in the
Midwest, below peer margins and the company's size.

Earlier this year, Beazer took a non-cash goodwill impairment
charge of $130.2 million as the company and its board concluded
that substantially all of the goodwill allocated to certain
operations in Indiana, Ohio, Kentucky and Charlotte, NC, which was
recorded upon the acquisition of Crossmann Communities, was
impaired.  Beazer remains committed to those markets.  The charge
does not affect Beazer's ability to generate cash flow in the
future or its compliance with debt covenants.

Beazer's EBITDA and EBIT to interest ratios tend to be lower than
the average public homebuilder, while its inventory turnover is
similar to its peers.  Beazer's leverage is somewhat higher and
debt to EBITDA ratio is above the peer averages.  

Although Beazer has certainly benefited from the generally strong
housing market of recent years, a degree of profit enhancement is
also attributed to purchasing design and engineering, access to
capital and other scale economies that have been captured by the
large national and regional public homebuilders in relation to
non-public builders.  These economies, Beazer's presale operating
strategy and a return on equity and assets orientation provide the
framework to soften the margin impact of declining market
conditions in comparison to previous cycles.  Beazer's ratio of
sales value of backlog to debt during the past five years has
ranged between 1.7 times (x) to 2.5x and is currently 2.5x - a
comfortable cushion.

Beazer has grown rapidly since going public in 1994, making eight
acquisitions since its IPO.  They have varied in size, but
cumulatively have contributed meaningfully to Beazer's growth.  
The acquisitions have helped the company to build its position in
certain markets, but primarily have enabled the company to enter
new markets.  The acquisitions typically were funded by cash on
the balance sheet and debt and to a lesser degree by stock.  Now
that Beazer is in most of the markets it covets, it has
appropriate geographic diversity.

As a corporate entity Beazer now has good scale.  Future
acquisitions are likely to be bolt on purchases of smaller,
private companies in existing Beazer markets as it looks to
increase metropolitan market scale so that it leverages its fixed
costs.  The key analysis is return on capital as to whether an
acquisition will be made.  Beazer believes that dominant size
(typically top 5-10 ranking) in major metropolitan markets offers
key competitive advantage, especially in a consolidating industry.

A number of Beazer's major markets rank in the top 20 markets in
size in the U.S. and are among the faster growing markets in the
country.  In certain key markets, notably Las Vegas, metro
Washington D.C. and California, in general land is in short
supply, largely because of government constraints.  But Beazer is
very well-positioned in those markets as to current land reserves
and access to new land.

In most cases Beazer options or purchases land only after
necessary entitlements have been obtained so that development or
construction may begin as market conditions dictate.  The use of
non-specific performance rolling options gives the company the
ability to renegotiate price/terms or void the option which limits
down side risk in market downturns and provides the opportunity to
hold land with minimal investment.  At the end of Beazer's 2005
second quarter 48% of lots were owned while 52% were controlled
through options. Total lots controlled represented 6.2 years of
land based on LTM deliveries of 16,335.

Beazer's closings, orders and land position (lots) are reasonably
well dispersed among its major markets/regions.  Traditionally
Beazer has emphasized true starter entry level (economy) product,
a position reinforced by the Crossmann acquisition, as well as
first and second move-up buyers (value).  Since fiscal 2003,
Beazer has scaled up its offerings at higher price points within
entry level and above. There should be a more noticeable
contribution to revenues and profits from this segment of the
market in fiscal 2005.

Beazer's corporate margins trail many of its peers.  Some of this
is attributable to Crossmann Communities (acquired in early 2002)
which had lower margins than Beazer and then was affected by the
soft Midwest housing market.  The company's focus on entry level
customers tended to keep margins lower.

Also, Beazer is not as active off balance sheet as certain of its
peers.  However, the company's on-going efforts to broaden price
points, especially in the Midwest, and a more aggressive corporate
pricing stance where possible should benefit margins.  The effort
to boost volume out of existing markets should leverage costs.

Beazer's shift to a unified consumer brand across all operations
has the potential of aiding margins.  Beazer's efforts to leverage
its size should lead to further economies of scale in materials
purchasing and construction.  Beazer is also undertaking an
aggressive effort to simplify and standardize best practices and
product designs.

As of March 31, 2005, Beazer had $15.9 million in cash and
equivalents and the company had no outstanding borrowings and
available borrowings of $466.6 million under the revolving credit
facility at that date.  The credit facility includes a $550
million four-year revolving credit facility and $200 million four-
year term loan.  The revolving credit facility and term loan
mature in June 2008. The company has irregularly purchased modest
amounts of its stock in the past.  Remaining share repurchase
authorization at March 31, 2005 was 692,200 shares.  Beazer pays a
modest dividend.


BIOVEST INT'L: Significant Losses Trigger Going Concern Doubt
-------------------------------------------------------------
Aidman, Piser & Company, P.A., expressed substantial doubt about
Biovest International, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Sept. 30, 2004.  The auditing firm points to the
Company's significant losses and working capital deficit.

During the six months ended March 31, 2005, Biovest International
Inc. incurred a net loss of $5,340,000.  At March 31, 2005, the
Company had an accumulated deficit of $32,504,000 and working
capital deficit of approximately $1,466,000.  The Company has been
meeting its cash requirements through the use of cash on hand,
short-term borrowings (primarily from affiliates), the collection
of and advances on the Accentia Biopharmaceuticals, Inc.
Stockholder note receivable, and by managing its accounts payable.

The Company plans to fund its ongoing operational and development
costs through the receipt of Stockholder note receivables
($3,045,000 of which was received in this quarter), including its
anticipation of potential advances against the subscription
receivable remaining of $4,618,000 and through as yet unidentified
equity and debt financing transactions.  The Company has no  
commitment for its required funding.  There is no assurance that
the required funds can be obtained on terms acceptable or
favorable to the Company, if at all.  

The Company operates in four identifiable industry segments:

    (1) the Company's Cell Culture products and services and
        National Cell Culture Center segments are engaged in the
        production and contract manufacturing of biologic drugs
        and cell production for research institutions worldwide;

    (2) the National Cell Culture Center segment performs the same  
        services, but only in connection with the NIH grant;

    (3) the Instruments and Disposables segment is engaged in the
        development, manufacture and marketing of patented cell
        culture systems, equipment and consumable parts to
        pharmaceutical, diagnostic and biotechnology companies, as
        well as leading research institutions worldwide; and

    (4) the Therapeutic Vaccine segment, which has generated no
        revenues to date, is focused on developing Biovaxid.

During the six months ended March 31, 2005 Biovest incurred a loss
of $5.3 million, consisting of $6.4 million cash flow used for
operations, reduced by a $400,000 write-down of non-current
inventory and $300,000 of depreciation and amortization.  The
Company has incurred significant losses and cash flow deficits in
previous years.  During fiscal year 2004 and 2003 it incurred
losses of $9 million and $6 million.  During fiscal year 2004 and
2003, the Company used $5.4 million and $3.2 million of cash flow
for operations.  The Company considers its liquidity and capital
resource situation to be critical.  Any inability to obtain
required funds or any substantial delay in obtaining required  
funds would have an adverse effect on Biovest's ability to
continue to conduct its business.   

                     About the Company

BioVest International, Inc. -- http://www.biovest.com/-- is a  
biotechnology company that provides cell culture services to
research institutions and the biopharmaceutical industry. BioVest
also develops, manufactures and markets cell culture systems. For
over 10 years the company has been designated, by the National
Institutes of Health, as the National Cell Culture Center.  
Through its proprietary technology, BioVest provides cell culture
services to research institutions, biotechnology companies and the
pharmaceutical industry.  The company is the holder of a
Cooperative Research and Development Agreement with the National
Cancer Institute for the commercialization of a personalized
biologic therapeutic cancer vaccine for the treatment of non-
Hodgkin's lymphoma currently in its phase III pivotal trial.

At Mar. 31, 2005, Biovest International Inc.'s balance sheet
showed a $3,305,000 stockholders' deficit, compared to a
$4,337,000 deficit at Sep. 31, 2004.


BELLAIRE GENERAL: Medical Building Foreclosure Sale Set for Today
-----------------------------------------------------------------
Bellaire General Hospital LP dba Bellaire Medical Center is going
to the auction block today in a foreclosure sale to be held at the
Harris County Courthouse, Anne Belli at the Houston Chronicle
reports.

The company's chapter 11 case was converted to a chapter 7
liquidation proceeding on April 29, 2005.  Ben Floyd, Esq., in
Houston, Texas, was appointed to serve as the chapter 7 trustee
but he resigned after learning of potential conflicts of interest.

According to the Chronicle, the hospital received numerous demands
from former patients who wanted to get their medical records.

"We receive 10 to 20 subpoenas a day from patients and other
parties looking to obtain medical records," Mr. Floyd told the
Chronicle before his resignation.  "But we have no cash.  I can't
fund this kind of thing. . . .  This has festered. It is not an
insignificant problem."

Mr. Floyd believes a new trustee will likely submit a plan which
will allow patients access to their records.  He estimates the
center has medical records for 10,000 patients, the Chronicle
relates.

Danile Patchin, Esq., at McClain, Leppert & Maney, P.C., counsel
for American MedTrust, Bellaire's parent company, told the
Chronicle that early on Bellaire helped patients obtain their
records.  But as the money wore thin, patients were asked to bring
their own copy machines "because there wasn't even enough money
for toner."

Bellaire tried to sell the hospital at an auction but no one
submitted a bid.

The hospital's secured creditors -- Columbia Hospital of Houston
and GE Credit Corp. -- decided to foreclose after the auction
failed.

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.  
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. D. Tex. Case No. 05-30089).  Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of
$10 million to $50 million.


BRASOTA MORTGAGE: Ch. 11 Trustee Taps Abel Band as Special Counsel
------------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee overseeing the
restructuring of Brasota Mortgage Company, Inc., and its debtor-
affiliate asks the U.S. Bankruptcy Court for the Middle District
of Florida for permission to employ Mark D. Hildreth, Esq., and
the law firm Abel Band Russell Collier Pitchford & Gordon,
Chartered as special litigation counsel.

Abel Band will primarily handle state court litigation in Sarasota
and Manatee Counties.  There are numerous foreclosure actions
pending in those counties and avoidance actions will likely be
filed in Bankruptcy Court.

Mr. Hildreth, a shareholder of Abel Band, discloses that his
Firm's professionals bill:

      Designation                  Hourly Rate
      -----------                  -----------
      Attorneys                    $125 - $295
      Paralegals                    $50 - $100

Mr. McHale believes Abel Band is disinterested as that term is
defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Bradenton, Florida, Brasota Mortgage Company,
Inc., is a full service mortgage lender.  The Company and Funding
Management Corporation 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.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than $100
million.  The Court appointed Gerard A. McHale, Jr., as the
Debtors' Chapter 11 Trustee.  Michael C. Markham, Esq., and
Angelina E. Lim, Esq., at Johnson, Pope, Bokor, Ruppel & Burns,
LLP represent the Chapter 11 Trustee.


BRASOTA MORTGAGE: Trustee Taps Rivero Gordimer as Accountants
-------------------------------------------------------------          
The U.S. Bankruptcy Court for the Middle District of Florida gave
Gerard A. McHale, the chapter 11 Trustee for the estate of Brasota
Mortgage Company, Inc., and its debtor-affiliate, permission to
employ Rivero Gordimer & Company as his accountants.

Mr. McHale explains that he employed Rivero Gordimer as his
accountants because of the Firm's familiarity with the Debtors'
bankruptcy case, having represented John R. Ray, III, the State
Appointed Receiver for the Debtors prior to the appointment of the
chapter 11 Trustee.

Rivero Gordimer will:

   a) test key accounting records to verify the Debtors' material
      assets and their liabilities;

   b) reconcile the Debtors' receipts and expenses, sample
      mortgage and notes, and set up accounting procedures for the
      Debtors; and

   c) perform all other accounting services for the chapter 11
      Trustee that are necessary in the Debtors' bankruptcy cases.

Rene J. Zarate, C.P.A., a Member at Rivero Gordimer, reports that
the Firm will charge the Debtors $3,000 for outstanding fees and
expenses for services performed to them and the State Receiver.

The chapter 11 Trustee has not yet received Rivero Gordimer's
hourly billing rates for its professionals performing services for
him.

Mr. McHale believes Rivero Gordimer is disinterested as that term
is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Bradenton, Florida, Brasota Mortgage Company Inc.
is a full service mortgage lender.  The Company and its affiliate
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.  Michael C Markham, Esq., at Johnson,
Pope, Bokor, Ruppel & Burns LLP represents the chapter 11 Trustee.  
When the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.


BRIGHTPOINT INC: Lisa Kelley Resigns as Senior Vice-President
-------------------------------------------------------------
Brightpoint, Inc. (NASDAQ:CELL) reported that Lisa M. Kelley has
resigned from her position as the Company's Senior Vice President,
Corporate Controller and Chief Accounting Officer.  As previously
reported on March 13, 2005, Ms. Kelley had also been appointed by
the Board of Directors to be the acting Chief Financial Officer
and Principal Financial Officer during the period that Mr. Frank
Terence, the Company's Executive Vice President and Chief
Financial Officer, is incapacitated due to a stroke he experienced
following a medical procedure.

The Company's Board of Directors has appointed Anthony W. Boor,
Brightpoint Americas Senior Vice President and Chief Financial
Officer, as acting Chief Financial Officer and acting Principal
Financial Officer of the Company during the period that Mr.
Terence is incapacitated.  Mr. Boor joined Brightpoint North
America in August 1998 as the Director of Operations Finance, was
promoted to Vice President and Controller in July 1999 and was
further promoted to his current position as the Senior Vice
President and Chief Financial Officer for Brightpoint Americas in
July 2001.  Prior to Brightpoint, Mr. Boor was employed by
Macmillan Publishing, Day Dream, Inc., Ernst and Young, LLP, New
Mexico State Fairgrounds, The Downs at Albuquerque and KPMG, LLP.

The Company also appointed Gregory L. Wiles, Brightpoint Americas
Vice President and Controller, as the acting Chief Accounting
Officer of the Company.  Mr. Wiles joined the Company in January
1998 as its Manager of External Reporting and has held a number of
positions with the Company including Director of External
Reporting and Internal Control, Director of Financial Reporting
and Vice President and Corporate Controller.  Mr. Wiles joined
Brightpoint Americas in July 2003 in his current role as Vice
President and Controller.

In addition, the Company's Board of Directors has formed a Finance
Committee comprised of:

    (1) Richard W. Roedel, Chairperson of the Company's Audit
        Committee;

    (2) Jerre L. Stead, Lead Independent Director; and

    (3) V. William Hunt, member of the Audit Committee;

to support the on-going review and restructure of the Company's
global finance organization.

                       About the Company

Brightpoint is one of the world's largest distributors of mobile
phones.  Brightpoint supports the global wireless
telecommunications and data industry, providing quickly deployed,
flexible and cost effective solutions.  Brightpoint's innovative
services include distribution, channel management, fulfillment,
eBusiness solutions and other outsourced services that integrate
seamlessly with its customers.  Additional information about
Brightpoint can be found on its website at
http://www.brightpoint.com/

                          *     *    *

As reported in the Troubled Company Reporter on February 9, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Indianapolis, Indiana-based Brightpoint Inc., and
revised its outlook on the company to positive from stable.

"The outlook revision reflects the company's consistent operating
performance over the past two years, and a good financial profile
for the rating," said Standard & Poor's credit analyst Martha
Toll-Reed.

Brightpoint does not have any outstanding rated debt.

The rating on Brightpoint Inc. reflects:

   -- modest but stable profitability,
   -- narrow product base, and
   -- significant supplier concentration.

These factors partly are offset by Brightpoint's good market
position and modestly leveraged balance sheet.


CHOICE COMMUNITIES: Gets Court Nod to Ink $350K DIP Facility
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland allowed
Choice Communities, Inc., to enter into a debtor-in-possession
financing facility with Senior Care Management Services, Inc., for
$350,000.  The Debtor initially requested authority to borrow up
to $500,000.

The DIP Lender is the manager of the Nursing Facility under a
Management Agreement dated as of January 1, 2003.  In addition,
the DIP Lender is the Debtor's secured creditor, having advanced
money to the Debtor under the terms of a Revolving Loan and
Security Agreement dated as of January 1, 2004.  Under the terms
of the Prepetition Agreement, the Debtor granted the DIP Lender a
lien and security interest in its accounts receivable.  As of the
Debtor's bankruptcy petition date, $71,000 remains outstanding
under the Prepetition Agreement.

The Debtor will use the initial proceeds of the DIP Facility to
retire its prepetition loan to the DIP Lender.  The Debtor will
use the rest of the money to pay for operating expenses.

                    Terms of the DIP Facility

Advances on the DIP Facility will accrue interest at 6% per annum.  
There are no fees being charged in connection with the DIP
Facility.  The interest rate does not increase in the event of a
default.

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.


COLLINS & AIKMAN: Wants to Hire Ordinary Course Professionals
-------------------------------------------------------------
The Debtors regularly utilize the services of various attorneys,
accountants and other professionals in the ordinary course of
their business operations.  The OCPs provide services to the
Debtors in a variety of discrete matters unrelated to the
Debtors' Chapter 11 cases, including, general corporate,
accounting, auditing, tax and litigation matters.

A list of the Debtors' current OCPs is available for free at:

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

The Debtors seek the Court's authority to continue to utilize the
services of the OCPs after the Petition Date without the necessity
of filing formal applications for the employment and compensation
of each OCP, pursuant to Sections 327, 328, 329, 330 and 331 of
the Bankruptcy Code.

"Due to the number and geographic diversity of the OCPs who are
regularly retained by the Debtors, it would be unwieldy and
burdensome to both the Debtors and the Court to request each such
OCP to apply separately for approval of its employment and
compensation," Joseph M. Fischer, Esq., at Carson Fischer,
P.L.C., in Birmingham, Michigan, tells the Court.

The Debtors represent that:

   (a) they wish to employ the OCPs as necessary for the day-to-
       day operations of their businesses;

   (b) the fees and expenses incurred by the OCPs will be kept to
       a minimum; and

   (c) the OCPs will not perform substantial services relating to
       bankruptcy matters without Court permission.

The Debtors ask the Court to approve uniform procedures for the
retention and compensation of the OCPs:

   (1) The Debtors will pay an OCP 100% of its fees and expenses,
       provided that the fees -- excluding expenses -- do not
       exceed $30,000 per month on average over the prior rolling
       three-month period.

   (2) If the fees exceed the cap, the OCP will be required to
       seek Court approval.

   (3) Each OCP will file with the Court and serve on parties-in-
       interest an affidavit within 30 days of commencing
       postpetition services to the Debtors.  

   (4) The Notice Parties have 10 days after receiving an
       affidavit to object to the Debtors' retention of an OCP.  
       The parties are encouraged to resolve their dispute before
       seeking Court intervention.

   (5) Beginning on August 15 and November 15, 2005, and on each
       August 15, November 15, February 15 and May 15 of every
       year thereafter in which the Debtors' cases are pending,
       the Debtors will file with the Court and serve on the
       Notice Parties a statement that provides information about
       the OCPs retained.

   (6) The Debtors are free to supplement or revise their list of
       OCPs, as applicable.

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: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
Pursuant to Sections 1102(a) and (b) of the Bankruptcy Code, Saul
Eisen, the United States Trustee for Region 9, appoints nine
creditors willing to serve on the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases:

      1. BNY Midwest Trust Company
         c/o Gary Bush, Vice President
         The Bank of New York
         Corporate Trust Default Group
         101 Barclay Street
         Floor 8 West
         New York, NY
         Tel. No. (212) 815-2747
         Fax: (212) 815-5704

      2. Law Debentures Trust Company of New York
         as successor Trustee to the Bank of New York
         c/o Patrick Healy and Daniel Fisher, Esqs.
         767 Third Avenue, 31st Floor
         New York, NY 10017
         Tel. No. (212) 750-6474
         Fax: (212) 750-1361

      3. Pension Benefit Guaranty Corporation
         Office of the Chief Counsel
         Sara B. Eagle, Esq.
         1200 K. St., N.W., Ste. 340
         Washington, D.C. 20005
         Tel. No. (202) 326-4020 ext. 3881
         Fax: (202) 326-4112

      4. United States Steel Workers of America, AFC-CIO
         c/o Kirk Davis
         5 Gateway Center, Room 807
         Pittsburgh, PA 15222
         Tel. No. (412) 562-2545
         Fax: (412) 562-2429

      5. MacKay Shields, LLC
         c/o Neal Goldman
         9 W. 57th Street
         New York, NY 10019
         Tel. No. (212) 230-3874
         Fax: (212) 754-9187

      6. International Union, UAW
         c/o Niraj R. Ganatra, Esq., Associate General Counsel
         800 East Jefferson Avenue
         Detroit, MI 48214
         Tel. No. (313) 926-5216
         Fax: (313) 926-5240

      7. Third Avenue Trust on behalf of the
         Third Avenue Value Fund Series
         c/o David Barse
         622 Third Avenue, 32nd Floor
         New York, NY 10017
         Tel. No. (212) 888-5222
         Fax: (212) 888-6704

      8. The Brown Corporation of America
         c/o Ray Vanderkoai
         401 South Steele St.
         Iona, MI 48846
         Tel. No. (616) 523-9105
         Fax: (616) 527-3385

      9. Delphi Corporation
         c/o Matthew Paroly
         5825 Delphi Drive
         Troy, MI 48098
         Tel. No. (248) 813-3366
         Fax: (248) 813-3445

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: Ex-Officers Face Class Action Lawsuits in N.Y.
----------------------------------------------------------------
Three law firms have commenced class action lawsuits before the
United States District Court for the Southern District of New York
against present and former officers of Collins & Aikman
Corporation:

   1.  Jerry L. Monsingo, who served as Collins & Aikman's
       president and CEO until August 11, 2003;

   2.  David A. Stockman, who served as Collins & Aikman's CEO
       from August 11, 2003, until May 12, 2005;

   3.  J. Michael Stepp, Collins & Aikman's vice president and
       CFO until October 13, 2004; and

   4.  Bryce M. Koth, Collins & Aikman's CFO since October 13,
       2004.

The Class Actions purport to represent all persons who purchased
Collins & Aikman securities between May 15, 2003 and March 17,
2005.

The law firms are:

   (a) Wolf Haldenstein Adler Freeman & Herz LLP;
   (b) Murray, Frank & Sailer LLP; and
   (c) Stull, Stull & Brody

The Complaints allege that the defendants violated the federal
securities laws by issuing materially false and misleading
statements throughout the Class Period that had the effect of
artificially inflating the market price of Collins & Aikman
securities.

The Complaints said during the Class Period, statements made by
the defendants were materially false and misleading when made
because they failed to disclose or misrepresented that:

     (1) Collins & Aikman improperly accounted for certain
         supplier rebates;

     (2) Collins & Aikman's financial statements required net
         adjustments of approximately $10 million to $12 million;

     (3) Collins & Aikman's financial statements were not
         prepared in accordance with GAAP;

     (4) Collins & Aikman lacked adequate internal controls and
         was therefore unable to ascertain the company's true
         financial condition; and

     (5) as a consequence of the foregoing, Collins & Aikman's
         net income and financial results were materially
         overstated.

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)


CONSTAR INTERNATIONAL: Poor Performance Prompts S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Constar International Inc. to 'B' from 'B+'.  The
downgrade follows the company's disappointing operating
performance in the first quarter of 2005, and lower than expected
trend in earnings and cash generation for the remainder of 2005,
which is likely to further weaken the company's very aggressive
financial profile.

Other ratings were also lowered.  The outlook is negative.
Philadelphia, Pennsylvania-based Constar had approximately $393
million in total debt outstanding at March 31, 2005.

"Constar's operating results and cash flows for 2005 have been
negatively affected by the ongoing impact of pricing concessions
granted to extend customer contracts, lower European volumes, and
increased transportation costs," said Standard & Poor's credit
analyst Liley Mehta.

Constar provided earnings and cash flow guidance for 2005 with an
estimated EBITDA range of $58 million to $65 million and $10
million of negative free cash from operations (before working
capital changes).  The company's new custom products-related
projects (expected to start up in the second half of 2005) are a
key driver for achieving expected earnings, and would partially
offset significant pricing concessions granted under customer
contracts.  In the backdrop of higher growth-related capital
spending and increased working capital requirements owing to
elevated plastic resin prices, negative free cash generation in
2005 would necessitate further revolving facility utilization and
potentially eliminate prospects for improvement to the financial
profile during the near term.

The weak business profile recognizes Constar's dependence on a
narrow product line (containers for soft drinks and water account
for 80% of sales) and a high level of customer concentration.  The
largest customer -- PepsiCo Inc. -- accounts for about 30% of
revenues, and the top 10 customers contribute about 75% of
revenues, limiting pricing flexibility.  The company's planned
expansion in the value-added, custom PET container segment
(currently about 15% of its sales) for food, noncarbonated
beverages, beer and flavored alcoholic beverages has been slower
than expected.  This is due to the dominance of a few well-
entrenched players and Constar's less established competitive
position in this market segment, and intensified competition from
recent entrants.


CREDIT SUISSE: Moody's Reviews 6 Security Classes & May Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade six classes of mezzanine and subordinated tranches from
three mortgage securitizations issued by Credit Suisse First
Boston Mortgage Securities Corp. in 2002.  The actions are based
on the fact that the bonds' current credit enhancement levels,
including excess spread where applicable, are low compared to the
current projected loss numbers for the current rating level.

The securitizations being placed under review for possible
downgrade suffer primarily from the performance of the underlying
loans with cumulative losses exceeding our original expectations.

The complete rating actions are:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.

Review for Downgrade:

   * Series 2002-9; Class I-B-3, current rating Baa3, under review
     for possible downgrade

   * Series 2002-9; Class I-B-4, current rating B1, under review
     for downgrade

   * Series 2002-9; Class I-B-5, current rating Caa2, under review
     for downgrade

   * Series 2002-10; Class I-B, current rating B1, under review
     for downgrade

   * Series 2002-19; Class II-M-1, current rating A2, under review
     for downgrade

   * Series 2002-19; Class II-M-2, current rating Caa1, under
     review for downgrade


CREDIT SUISSE: Rising Monthly Losses Cue Fitch to Downgrade Certs.
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Suisse
First Boston Mortgage Securities Corp.'s issues:

   CSFB mortgage backed pass-through certificates, series 2001-1
     
     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'A'.

   CSFB mortgage backed pass-through certificates, series 2001-2

     -- Class 1A, 2A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Classes B-3 and B-4 downgraded to 'B' from 'BB';
     -- Class B-5 downgraded to 'C' from 'B';
     -- Class B-6 remains at 'C'.

   CSFB mortgage backed pass-through certificates, series 2001-9

     -- Class IA, IIA, IIIA affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed 'BB';
     -- Class B-5 downgraded to 'CCC' from 'B'.

   CSFB mortgage backed pass-through certificates, series 2002-5
   G1, 2, &3;

     -- Class IA, IIA, PPA affirmed at 'AAA';
     -- Class CB1 affirmed at 'AAA';
     -- Class CB2 affirmed at 'AAA';
     -- Class CB3 affirmed at 'A+' ;
     -- Class CB4 affirmed at 'BBB+';
     -- Class CB5 affirmed at 'BB+'.

   CSFB mortgage backed pass-through certificates, series 2002-5
   G4;

     -- Class IVA affirmed at 'AAA';
     -- Class IVB1 affirmed at 'AA';
     -- Class IVB2 affirmed at 'A';
     -- Class IVB3 affirmed at 'A';
     -- Class IVB4 affirmed at 'BBB';
     -- Class IVB5 downgraded to 'CCC' from 'B';
     -- Class IVB6 downgraded to 'C' from 'CC'.

   CSFB mortgage backed pass-through certificates, series 2002-18
   G2;

     -- Class IIA affirmed at 'AAA';
     -- Class IIB1 affirmed at 'AA';
     -- Class IIB2 affirmed at 'A';
     -- Class IIB3 affirmed at 'BBB+';
     -- Class IIB4 downgraded to 'BB' from 'BBB';
     -- Class IIB5 remains at 'CCC';
     -- Class IIB6 remains at 'C'.

   CSFB mortgage backed pass-through certificates, series 2002-24
   G1;

     -- Class IA affirmed at 'AAA';
     -- Class IB1 affirmed at 'AA';
     -- Class IB2 affirmed at 'A';
     -- Class IB3 affirmed at 'BBB';
     -- Class IB4 downgraded to 'CCC' from 'B-' ;
     -- Class IB5 remains at 'C'.

   CSFB mortgage backed pass-through certificates, series 2002-24   
   G2&3;

     -- Class IIA, IIIA affirmed at 'AAA';
     -- Class CB1 affirmed at 'AAA';
     -- Class CB4 affirmed at 'A';
     -- Class CB5 affirmed at 'BBB'.

   Washington Mutual Mortgage Securities, mortgage backed pass-
   through certificates, series 2002-AR1

     -- Classes IA, IIA, and IIIA affirmed at 'AAA'
     -- Class CB1 affirmed at 'AAA';
     -- Class CB2 upgraded to 'AAA' from 'AA';
     -- Class CB3 upgraded to 'AA' from 'A';
     -- Class CB4 upgraded to 'BBB' from 'BB';
     -- Class CB5 affirmed at 'B'.

   Washington Mutual Mortgage Securities, mortgage backed pass-
   through certificates, series 2002-S4

     -- Classes A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 upgraded to 'AAA' from 'AA';
     -- Class B3 upgraded to 'A+' from 'BBB+';
     -- Class B4 upgraded to 'BBB' from 'BB-';
     -- Class B5 affirmed at 'B'.

The upgrades, affecting approximately $4.82 million of outstanding
certificates, are being taken as a result of low delinquencies and
losses, as well as increased credit support levels.

The affirmations, affecting approximately $412.42 million of
outstanding certificates, are due to credit enhancement and
collateral performance generally consistent with expectations.

The downgrades, affecting approximately $5.16 million of the
outstanding certificates, reflect the deterioration of credit
enhancement relative to consistent or rising monthly losses.

The series 2001-1 transaction is backed by fixed-rate mortgage
loans.  Credit enhancement for this transaction consists of excess
spread, overcollateralization, and subordination.  The current
pool factor is only 3.03%.  As of the May 2005 distribution date,
the credit enhancement levels for all the classes in this
transaction have increased from the original credit enhancement
levels.  Current OC is at $638,996.16 (versus a target OC of
$914,584).  The monthly excess interest was $8,142 in May 2005.

The above deals have pool factors (i.e., current mortgage loans
outstanding as a percentage of the initial pool) ranging from 3%
to 6%.  The collateral consists of conventional, 15 to 30-year
fixed-rate, mortgage loans secured by first liens on one to four-
family residential properties.

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


CRI RESOURCES: Files Plan of Reorganization in C.D. California
--------------------------------------------------------------
CRI Resources, Inc., filed its plan of reorganization with the
U.S. Bankruptcy Court for the Central District of California on
March 24, 2005.  

                        Terms of the Plan

The Plan provides for the issuance of the Reorganized Debtor's new
common stock on the effective date.  Administrative and priority
tax claim holders will receive full payment of their claims in
cash on the effective date.

Cleveland Wrecking Company has an allowed secured claim for
$26,017,048.  On the effective date, Cleveland Wrecking's secured
claim will be reinstated for $13.2 million.  

General unsecured claimholders will have the option to receive on
the effective date either:

     (i) a pro rate share of the new common stock; or

    (ii) a cash distribution equal to a pro rata share of a
         $100,000 fund but not to exceed the allowed amount of the
         claim plus the interest from March 1, 2005, at the
         federal judgment rate in effect on the confirmation date.

Each holder of the Debtor's old common stock takes nothing under
the Plan.

A full-text copy of CRI Resources, Inc.'s Plan of Reorganization
is available for a fee at http://ResearchArchives.com/t/s?7

Headquartered in Los Angeles, California, CRI Resources Inc.
provides demolition services.  The Company filed for chapter 11
protection on March 1, 2005 (Bankr. C.D. Calif., L.A. Div., Case
No. 05-13899).  Stephen F. Biegenzahn, Esq., at Biegenzahn
Weinberg represents the Debtor's restructuring.  When the Company
filed for protection from its creditors, it listed total assets of
$5,243,614 and total debts of $43,078,461.


DATAPLAY INC: Chap. 7 Trustee Hires Howard & Howard as Accountants
------------------------------------------------------------------
Jeanne Y. Jagow, the chapter 7 Trustee overseeing DataPlay, Inc.'s
bankruptcy estate, sought and obtained permission from the U.S.
Bankruptcy Court for the District of Colorado to employ Damon L.
Kaplan, C.P.A., and the accounting firm Rubottom & Kaplan, P.C.,
as her accountants.

Mr. Kaplan will provide advice concerning the tax liabilities of
the estate and prepare all necessary tax returns.  Mr. Kaplan will
bill $145 per hour for his services.  His associate, Harley
Rubottom, will charge $185 per hour.

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

DataPlay, Inc., filed for chapter 11 protection on October 18,
2002 (Bankr. Colo. Case No. 02-26846).  In April 2003, the Court
converted the Company's case to a chapter 7 liquidation
proceeding.  Glenn W. Merrick, Esq., at Brega & Winters P.C.,
represents the Debtor as it winds up its operations.


DETROIT MEDICAL: Good Performance Prompts S&P to Upgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Michigan
State Hospital Finance Authority's outstanding bonds to 'BB-' from
'B', issued for Detroit Medical Center, reflecting substantial
operational improvement, a return to growing business volumes, and
elimination of reliance on direct government support.

At the same time, Standard & Poor's revised the rating outlook to
positive from stable.

"The positive outlook reflects that, after years of restructuring,
including consultant-led turnarounds, management changes, and
consolidation of facilities, DMC is finally benefiting from all
the change," said Standard & Poor's credit analyst Liz Sweeney.
She continued, "The 2005 budget does not rely on any significant
operational improvement initiatives, and is conservative on
forecasting volumes.  Significantly, DMC is projecting to break
even in 2005, with no direct government support (DMC has no
intention of seeking additional direct government subsidies).  The
more conservative budgeting techniques and lack of reliance on
improvement initiatives makes the budget more achievable.  Further
rating improvement will depend on an appropriate combination of
continued and sustained operational improvement, liquidity growth,
and limited additional debt."

In 2003, DMC received a commitment from local, state, and federal
sources for $50 million in subsidies through May 2004, and
strengthened governance, changed senior management, and went
through a number of operational improvement initiatives.  New
management also implemented a number of customer-friendly policies
that have helped boost volumes, which had been lackluster for
several years.

With all of these initiatives in place, operations improved in
2004 to a $9 million loss (excluding investment income) from a
$122 million loss in 2003, driving a solid 2.3x coverage of
maximum debt service.  The bottom line was a $2.8 million profit.

Operations have been positive through April 2005, a significant
achievement, especially given the expiration of the government
support in 2004.

Credit challenges continue to include very thin liquidity (35
days' cash at Dec. 31, 2004), high leverage (debt-to-capital of
175% at Dec. 31, 2004), potential state Medicaid cuts, and
economic challenges in Detroit, including weakness in the American
automotive industry.

DMC's credit strengths have not changed and include a substantial
business base ($1.7 billion in revenue) as the third largest
health system in the highly-consolidated southeast Michigan
market, a low debt burden, with maximum debt service at only 2.6%
of revenue, and more realistic budgeting procedures beginning in
2004.

DMC has approximately $563 million in long-term debt.  The bonds
are secured by a revenue pledge of the obligated group, which
includes the hospitals and the parent company, representing about
90% of system-wide revenues.


DILLARD'S INC: Increases Senior Secured Facility to $1.2 Billion
----------------------------------------------------------------
Dillard's, Inc. (NYSE:DDS) amended and extended its senior secured
revolving credit facility, taking advantage of favorable market
conditions to increase liquidity, improve pricing and reduce
commitment fees.  The amendments include an increase to the amount
of the facility to $1.2 billion from the previous amount of $1.0
billion, with no change in the amount of inventory pledged.  In
addition, the facility has been extended to provide an additional
2 years of term and will now expire on December 12, 2010.

The amended facility is available to the Company for general
corporate purposes including, among other uses, working capital
financing, the issuance of letters of credit, capital expenditures
and, subject to certain restrictions, the repayment of existing
indebtedness and share repurchases.  There are no financial
covenant requirements under the credit agreement provided
availability exceeds $100 million.  The credit facility was
arranged by JPMorgan Securities.

                        About the Company

Dillard's, Inc. ranks among the nation's largest fashion apparel
and home furnishings retailers with annual revenues exceeding $7.8
billion.  The Company focuses on delivering maximum fashion and
value to its shoppers by offering compelling apparel and home
selections complemented by exceptional customer care.  Dillard's
stores offer a broad selection of merchandise and feature products
from both national and exclusive brand sources.  The Company
operates 329 Dillard's locations spanning 29 states, all with one
nameplate - Dillard's.

                        *     *     *

Dillard's, Inc.'s 6-5/8% Notes due Apr. 15, 2018 carry Standard &
Poor's BB rating.


DPAC TECHNOLOGIES: Faces Possible Nasdaq Delisting
--------------------------------------------------
DPAC Technologies Corp. (NASDAQ:DPAC) received a Nasdaq Staff
Determination on June 2, 2005 indicating that DPAC failed to
comply with the minimum stockholders' equity requirement for
continued listing set for in Marketplace Rule 4310(c)(2)(B) and
the minimum bid price requirement of Marketplace Rule 4450(a)(5),
and that the Common Stock is, therefore, subject to delisting from
the Nasdaq SmallCap Market.

DPAC has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  There can
be no assurance the Panel will grant DPAC's request for continued
listing.  DPAC gave written notice to Nasdaq on May 20, 2005 to
request a hearing on that determination among other things.  At
DPAC's request, Nasdaq scheduled a hearing for June 16, 2005 to
reconsider the determination.

DPAC believes that, by completing the QuaTech transaction, it can
satisfy the Nasdaq SmallCap Market minimum requirements for
continued listing of the Common Stock.  At this time, DPAC's
shareholders' equity and bid price are insufficient for continued
listing, and DPAC has requested a hearing for Nasdaq to consider
permitting DPAC time to regain compliance with those requirements,
through its acquisition of QuaTech, concurrent financing and
reverse stock split.

Concerning DPAC's agreement to acquire QuaTech, Inc., the Nasdaq
Staff has previously determined to characterize the transaction as
a "reverse merger" and therefore apply to DPAC the standards for
initial listing on the SmallCap Market.  Initial listing standards
are higher than continued listing standards in many respects, most
importantly in requiring a $4 per share stock price compared to $1
per share for continued listing.  If the Nasdaq initial listing
qualifications are applied, DPAC believes it may be impracticable
to maintain its listing on the Nasdaq SmallCap Market and may
forgo doing so in favor of completion of that transaction.

DPAC will request approval for the contemplated transaction from
its stockholders during its fiscal year 2005 annual meeting.  At
that time, DPAC also intends to seek shareholder approval for a
reverse stock split.  DPAC intends that the resultant stock price
would be above the minimum bid price compliance level, whatever
that may be.  However, whether it is practicable to comply with
the numeric listing qualifications will depend upon many factors,
including whether the initial listing standards are indeed
applicable.  Therefore, DPAC's plans concerning a reverse stock
split may change depending upon the results of the hearing to
reconsider the Nasdaq Staff's determination.

If DPAC is delisted for any reason, DPAC currently intends that
its common stock would trade on the over-the-counter bulletin
board.

                          About QuaTech

QuaTech, a privately-held company, is an industry performance
leader in device networking and connectivity solutions.  Through
design, manufacturing and support, QuaTech maintains the highest
levels of reliability and performance.  Satisfied customers
include OEMs, VARs and System Integrators, as well as end-users in
many industries, including banking, retail/POS, access control,
building automation and security, and energy management.  QuaTech
is a leading supplier of data connectivity products to financial
institutions, serving five of the top 10 U.S. banks.  Founded in
1983 and headquartered in Hudson, Ohio, QuaTech sells and supports
its solutions both directly and through a global network of
resellers and distributors. See http://www.quatech.com/

                      About DPAC Technologies

Located in Garden Grove, California, DPAC Technologies provides
embedded wireless networking and connectivity products for
machine-to-machine communication applications.  DPAC's wireless
products are used by major OEMs in the transportation,
instrumentation and industrial control, homeland security, medical
diagnostics and logistics markets to provide remote data
collection and control.  The Company's web site address is
http://www.dpactech.com/
                 
                       Going Concern Doubt

DPAC Technologies reported that its Form 10-K for the fiscal year  
ended February 28, 2005 will include, when filed, a report from  
its registered independent public accounting firm that contains a  
going-concern emphasis paragraph.  The going concern emphasis  
paragraph is due to the company's recurring operating losses,  
negative cash flows and anticipated need for additional capital  
in the next twelve months.  Because of DPAC's going concern  
challenges DPAC also concluded that its goodwill was impaired  
and recorded a $4,528,000 non-cash charge to its income statement  
for the write-off of all the goodwill on its balance sheet at  
February 28, 2005.   

On April 26, 2005 the company announced it has entered into a
definitive agreement to merge with QuaTech Inc., which is subject
to shareholder approval and other conditions.  "We believe the
completion of the merger with QuaTech is the best means to address
our need for additional capital, while gaining a broader revenue
base and the continuation of our expansion into the growing
machine to machine connectivity market," said Kim Early, DPAC's
CEO.


ENRON CORP: Asks Court to Okay Forest Oil & Wiser Oil Settlement
----------------------------------------------------------------
Prior to its chapter 11 petition, Enron Corporation and its
debtor-affiliates entered into various contracts with Forest Oil
Corporation and Wiser Oil Company.  As credit support for the
Contracts, Enron Corp. issued guarantees.

The parties negotiated a settlement agreement for a mutual
release of claims in connection with the Contracts and for the
withdrawal of the avoidance action filed by Enron Corp. against
Forest Oil.  The release and withdrawal are contingent upon:

    1. Forest's Claim No. 2011 allowed as unsecured claim against
       ENA Upstream Company, LLC, for $4,150,000;

    2. Forest's Claim No. 2012 allowed as unsecured guarantee
       claim against Enron for $2,326,752;

    3. Forest's Claim No. 2013 allowed as unsecured claim against
       Enron North America, Inc., for $7,159,236;

    4. Wiser's Claim No. 15844 allowed as unsecured claim against
       ENA for $5,345,529;

    5. Wiser's Claim No. 15845 allowed as unsecured guarantee
       claim against Enron for $5,345,529; and

    6. Wiser's Claim No. 15841 disallowed in its entirety.

Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the Settlement.

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

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


ENRON CORP: District Court Okays Enron Employees' $85M Settlement
-----------------------------------------------------------------
Judge Melinda Harmon of the U.S. District Court for the Southern
District of Texas has approved the Enron Corp. employees'
$85 million settlement of claims against Enron's directors and
retirement plan administrators.  The $85 million settlement will
be funded by Enron's insurance covering its officers and
directors.

Judge Harmon finds the Settlement as fair, reasonable and
adequate under the unusual circumstances of the case.

Bloomberg News reports that the Settlement does not resolve
claims against Enron, and former Enron executives Kenneth Lay and
Jeffrey Skilling.  The employees claimed that they lost more than
a billion dollars in pension funds because of directors'
wrongdoing.

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

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


ENRON CORP: Wants to Recover $26 Million from Bear Stearns Units
----------------------------------------------------------------
In May 2000, Enron Corp. and Enron North America Corp. entered
into a transaction with Bear Stearns International, Limited, and
Bear Stearns Securities Corp.  The terms of the transaction were
recorded on an Equity Forward Confirmation document.

The Equity Confirmation provided that the Debtors would purchase
323,000 shares of its own publicly traded common stock from the
Bear Stearns Entities at a certain per-share price.

Accordingly, pursuant to the Equity Confirmation, the Debtors
made payments to the Bear Stearns Entities aggregating
$25,904,602 in return for which it received 323,000 shares of
Enron common stock.

                        Debtors' Complaint

Enron and ENA seek to recover the $25,904,602 it paid to the Bear
Stearns Entities.  According to Frank A. Oswald, Esq., at Togut
Segal & Segal LLP, in New York, the payments was a transfer of
interests of the Debtors' property -- Enron illegally purchased
its own stock from Bear Stearns while insolvent, in violation of
Sections 544 and 548 of the Bankruptcy Code and the Oregon State
Law.

The Debtors assert that the payment is avoidable as a fraudulent
transfer and must be returned to the Enron estate pursuant to
Sections 541, 542(a) and 550(b).

                     Bear Stearns Seek Dismissal

The Bear Stearns Entities ask Judge Gonzalez to dismiss the
adversary proceeding for failure to state a claim.  Bear Stearns
contends that the "safe harbor" provisions of Section 546 of the
Bankruptcy Code bar the relief sought by the Debtors.

Specifically, the Bear Stearns Entities argue that, pursuant to
Section 546(e), the transfers qualify both as a "settlement
payment" made by or to a stockbroker and as a "settlement
payment" made by or to a forward contract merchant.

Moreover, the Bear Stearns Entities assert that the agreement
with the Debtors was a "swap agreement."  Thus, pursuant to
Section 546(g), the payment is excepted from avoidance as a
transfer under a swap agreement that was "made by or to a swap
participant, in connection with a swap agreement," the Bear
Stearns Entities contend.

                          Debtors Respond

The Debtors tell Judge Gonzalez that the transfer is not
protected by the safe harbor provisions because the transfer does
not qualify as a settlement payment.

Enron notes that pursuant to Oregon Revised Statutes, "agreements
by a corporation to repurchase its own stock entered into when
the corporation is insolvent, under a statutory solvency test,
are illegal and unenforceable."  Because the transaction is
considered void under Oregon Law, Enron says, the parties
actually did not "settle" and, therefore, is not protected by the
safe harbor provision of Section 546.  No common trade usage
would consider an illegal payment to constitute a bona fide
settlement payment, Enron points out.

                           *     *     *

The Court concludes that if the payment to Bear Stearns is
determined to be a violation of Oregon Revised Statutes Section
60.181, the transaction by Enron to acquire its own shares was
void under Oregon state law.  "If rendered void and a nullity,
there was no securities transaction to complete and no settlement
payment could result," Judge Gonzalez says.  "Therefore, the
payment could not be considered a settlement payment that
qualifies for protection from avoidance under Section 546(e) of
the Bankruptcy Code."

Judge Gonzalez adds that the Bear Stearns Entities could not also
avail of the protection from avoidance provided for transfers in
connection with swap agreements pursuant to Section 546(g).

Since the Bear Stearns Entities base its request under Section
546, Judge Gonzalez denies the Dismissal Motion.

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

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


EPOCH 2001-1: Fitch Holds Default Rating on $15 Million Notes
-------------------------------------------------------------
Fitch Ratings affirms three tranches of EPOCH 2001-1, Ltd.:

     -- $25,000,000 class I notes at 'AA-';
     -- $16,000,000 class II notes 'BBB';
     -- $15,000,000 class III notes 'B'.

Additionally, these ratings are unaffected:

     -- $13,000,000 class IV notes remain at 'CC';
     -- $15,000,000 class V notes remain at 'D'.

EPOCH 2001-1, Ltd., incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. and to issue the above-
referenced note liabilities.  The notes are supported by the cash
flows of the collateral, as well as the credit default swap
premium paid by MSCPL.  The credit default swap currently
references a portfolio of 96 entities, down from 100 reference
entities at origination.  The ratings assigned to the notes
address the timely payment of interest and ultimate payment of
principal.

In conjunction with the review, Fitch stressed the underlying
asset portfolio with a variety of default scenarios derived from
Fitch's VECTOR model, which utilizes a multi-period Monte Carlo
simulation.  

Fitch has reviewed the credit quality of the individual reference
entities comprising the portfolio.  Since Fitch's last rating
action in June 2004, the portfolio has not experienced any
additional credit events.  Some negative credit migration has
occurred within the portfolio, thus lowering the overall weighted
average rating factor.  However, Fitch has determined that the
current ratings assigned to all rated securities, as indicated
above, still reflect the current risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments as needed.  Additional deal information
and historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


EXIDE TECH: Jerome York Acquires 10,000 Shares of Common Stock
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Jerome B. York discloses that on April 22, 2005, he
acquired 10,000 shares of Exide Technologies Common Stock at
$12.207 per share.  Mr. York is a member of Exide's Board of
Directors.

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

                        *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


GMAC COMMERCIAL: Fitch Affirms $20 Million Junk Certificates
------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 1999-C1, are affirmed by Fitch Ratings:

    -- $38.5 million class A-1 at 'AAA';
    -- $680.7 million class A-2 at 'AAA';
    -- Interest only class X at 'AAA';
    -- $66.7 million class B at 'AAA';
    -- $66.7 million class C at 'AAA';
    -- $86.7 million class D at 'A';
    -- $20.0 million class E at 'A-';
    -- $83.4 million class F at 'BB';
    -- $13.3 million class G at 'BB-';
    -- $26.7 million class H at 'B';
    -- $20.0 million class J at 'CCC'.

The $15.4 million class K-1 is not rated by Fitch.

The rating affirmations reflect the transactions current stable
performance and scheduled loan amortization.  As of the May 2005
distribution date, the transaction's aggregate principal balance
has decreased 16.2%, to $1.1 billion from $1.3 billion at
issuance. In addition, 19 loans (10.9%) have defeased.

Currently, nine loans (3.9%) are in special servicing and
significant losses are expected. Of the nine loans, one (0.4%) is
real-estate owned REO, one (0.7%) is in foreclosure and four
(1.1%) are 90+ days delinquent.

The REO loan is secured by a multifamily property located in
Greensboro, NC.  The declines in occupancy are a result of flood
damage to several units at the property.  The loan in foreclosure
is secured by an office property located in Pontiac, MI.  The
special servicer is proceeding with a deed-in-lieu once the
assessment is completed for the soil/groundwater contamination.

The largest 90+ day delinquency is secured by a multifamily
property located in Charlotte, NC.  The decline in performance is
a result of excessive crime and violence at the property.  The
special servicer is proceeding with foreclosure and the
appointment of a receiver at the property.


GREAT NORTHERN: Chap. 7 Trustee Wants to Sell Bark Piles for $1MM
-----------------------------------------------------------------
Gary M. Growe, the chapter 7 trustee overseeing the liquidation of
Great Northern Paper, Inc., asks the U.S. Bankruptcy Court for the
District of Maine for authority to sell piles of tree bark located
in Millinocket and East Millinocket, Maine, to Katahdin Mulch Inc.
for $1 million.

The Trustee decided to sell the bark piles because he lacks
expertise or the equipment necessary to mine the bark piles.  
Also, the Trustee doesn't want to risk violating environmental
laws which might cause more harm to the estate.

The Trustee proposes to hold a court-approved auction on June 17,
2005, at 9:00 a.m.  Any competing bid must be no less than
$1,050,000.  Bidding will proceed in $20,000 increments.

Great Northern Paper, Inc., one of the largest producers of
groundwood specialty papers in North America, filed for chapter
11 protection on January 9, 2003 (Bankr. Maine Case No. 03-
10048).  On May 22, 2003, the Company's case was converted to a
chapter 7 liquidation proceeding and Gary M. Growe was appointed
trustee.  Danile Amory, Esq., and Jeffrey T. Piampiano, Esq., at
Drummond Woodsum & MacMahon represent the Trustee.  When the
Company filed for protection from its creditors, it listed debts
and assets of more than $100 million each.


HAYES LEMMERZ: Seven Directors & Officers Acquire 71,783 Shares
---------------------------------------------------------------
In separate Form 4 reports filed with the Securities and Exchange
Commission in April 2005, seven officers of Hayes Lemmerz
International, Inc., disclosed that they acquired 71,783 shares of
the Company's common stock:

                   Date     Securities           Securities Owned
  Name           Acquired     Acquired   Price   After Transaction
  -------       ----------  ----------   -----   -----------------
  Curtis J.     04/20/2004        600    $4.89       127,729
  Clawson,      04/20/2004      6,800     4.90       134,619
  Director,     04/20/2004        600     4.86       135,219
  Chairman,     04/20/2004      1,000     4.81       136,219
  President     04/20/2004        200     4.76       136,419
  & CEO         04/20/2004        800     4.67       137,219
                04/21/2004        900     4.87       138,119
                04/21/2004      4,100     4.85       142,219
                04/28/2005      2,000     4.96       144,219
                04/26/2005      2,000     5.40         2,000*

  George T.
  Haymaker,     04/26/2005     10,000     5.00        14,849
  Director

  Henry D.      04/27/2005      3,707     5.05        10,056
  Wallace,      04/27/2005        800     5.04        10,856
  Director      04/27/2005        393     5.02        11,249
                04/27/2005      1,100     5.01        12,349

  William       04/20/2005        600     4.76         5,449
  Cunningham,   04/20/2005        700     4.77         6,149
  Director      04/20/2005        200     4.78         6,349
                04/20/2005      2,100     4.79         8,449
                04/20/2005      6,400     4.80        14,849
                04/27/2005      1,700     4.96        16,549
                04/27/2005      1,700     5.00        18,249
                04/27/2005      1,600     5.01        19,849
                04/28/2005      5,000     4.95        24,849

  Sohi Mohsen,  04/20/2005     10,000     4.95        11,812
  Director

  James Yost,   04/22/2005      5,000     5.09        23,022
  VP, Finance
  & CFO

  Laurie        04/15/2005      1,783                  3,565**
  Siegel,
  Director

    * Mr. Clawson indirectly owns 2,000 shares of common stock
      on behalf of his wife.

   ** Restricted Stock Units were granted to Ms. Siegel pursuant
      to the Hayes Lemmerz International, Inc. Long Term Incentive
      Plan.  Each RSU is convertible into one share of common
      stock or the fair market value of a share of common stock,
      as determined by the Compensation Committee of the Board of
      Directors of Hayes Lemmerz.  On April 15, 2005, 1,783 RSUs
      were converted into an equal number of shares of Hayes
      Lemmerz International, Inc. common stock. The remaining 1
      1,782 RSUs will be converted into cash or shares of Hayes
      Lemmerz common stock on April 15, 2006.

Hayes Lemmerz has 37,865,962 shares of common stock outstanding as
of April 15, 2005.

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).


HAPPY KIDS: Exclusive Plan Filing Period Extended Until June 28
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of New York
extended, on an interim basis, the time period within which Happy
Kids Inc. and its debtor-affiliates have the exclusive right to
file a chapter 11 plan through and including June 28, 2005.  The
Debtors have until Aug. 29, 2005, to solicit acceptances of that
plan from their creditors.

The Debtors explain that since their bankruptcy cases are large
and complex, the interim extension is necessary to give the
Official Committee of Unsecured Creditors, creditors and other
parties in interest more time to work with the Debtors in
negotiating and formulating a consensual chapter 11 plan.

The Debtors relate that the interim extension is in the best
interest of their estates and creditors and it will not prejudice
those creditors and other parties in interest.

The Court will convene a hearing at 10:00 a.m., on June 28, 2005,
to consider the Debtors' request to further extend their
exclusivity periods.

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


HIGH VOLTAGE: U.S. Trustee Picks 3-Member Equity Committee
----------------------------------------------------------          
The United States Trustee for Region 1 appointed three creditors
to serve on the Official Committee of Equity Interest Holders in
High Voltage Engineering Corp. and its debtor-affiliates' chapter
11 cases:

    1. Basso Multi-Strategy Holding Fund, Ltd.
       Attn: Dixon Yee
       1266 E. Main Street
       Stamford, Connecticut 06302
       Phone: 203-352-6129, Fax: 203-352-6193
       Email: dyee@bassocap.com

    2. IFC Acquisition Group, LLC
       Wilfrid Aubrey Growth Fund, LP.
       Wilfrid Aubrey International, Ltd.
       Attn: Nicholas W. Walsh, CFA
       3 Sheridan Square, Suite #11E
       New York, New York 10014
       Phone: 212-675-4906, Fax: 212-255-6624
       Email: walshn@wilfridaubrey.com

    3. J. Goldman Master Ltd. Partnership
       Attn: Ravi Chachra
       152 West 57th Street, 48th Floor
       New York, New York 10019
       Phone: 212-262-5998, Fax: 212-262-9550
       Email: ravi@jgoldman.net

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 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).  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.


HIGH VOLTAGE: Trustee Has Until Aug. 9 to Make Lease Decisions
---------------------------------------------------------------          
The U.S. Bankruptcy Court for the District of Massachusetts
extended until Aug. 9, 2005, the period within which Stephen S.
Gray, the chapter 11 Trustee for High Voltage Engineering
Corporation and its debtor-affiliates, must elect to assume,
assume and assign, or reject the Debtors' unexpired nonresidential
real property leases.

Mr. Gray explains that the Debtors are currently parties to three
unexpired nonresidential real property leases located in
California, Massachusetts and Minnesota.  Those unexpired leases
and the business operations conducted on those leased premises are
essential to the Debtors' businesses.

Mr. Gray relates that one of his primary objectives as a chapter
11 Trustee is to sell the Debtors' businesses as a going concern.  
Mr. Gray says that he is still in the process of analyzing the
importance of the three unexpired leases to determine which of
those leases should be assumed or rejected and whether the
property should be included in a possible asset sale.

Mr. Gray assures the Court that the extension will not prejudice
the landlords as he is current on all post-petition rent
obligations.

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).  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 INDUSTRIES: Gets Court Approval to Amend Sale Documents
-----------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York authorized Horsehead Industries,
Inc., and its debtor-affiliates to enter into amendments to the
sale documents executed in connection with the sale of
substantially all of their assets to Horsehead Acquisition Corp.

The Court also ordered Horsehead Acquisition to compensate the
Debtors' professionals for work in amending the sale documents and
asking the Court to approve the amendments.

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

                        Terms of the Sale

Horsehead Acquisition paid and assumed the Debtors' secured debts
to these lenders in exchange for all of the Debtors' assets:

   * DIP Lenders -- J.P. Morgan Chase Bank, CIT Group/Business
     Credit, Inc., Fleet National Bank, and LaSalle Business
     Credit, Inc.:

     -- $1,400,000 for the cash collateral account; and

     -- assumption of the Debtors' existing letters of credit
        aggregating $29,238,565;

   * Viacom International, Inc.:

     -- $6,000,000 cash; and

     -- a Promissory Note in the amount of $12,000,000;

   * Teachers Insurance and Annuity Association of America:

     -- Teachers' Estate Note in the amount of $2,500,000; and

     -- a Sinter Facility Note in the amount of $16,000,000.

Horsehead Acquisition also paid $2,000,000 in cash minus cure
costs related to assumption and assignment of executory contracts
and unexpired leases and an Estate Note in the amount of
$4,500,000.

The transferred assets secure Horsehead Acquisition's assumed
liabilities.

                   The Need for the Amendments

After the Sale Closing and during 2004, Horsehead Acquisition
transferred certain real estate securing various obligations
arising from the Sale to a wholly owned affiliate named Chestnut
Ridge Railroad Corp.  Horsehead Acquisition was not able to notify
the Secured Parties nor did the Secured Parties consent to the
transfer.  The transfer, while inadvertent by Horsehead
Acquisition, constituted a default of certain covenants under the
Letter of Credit Agreement and various secured notes by and
between Horsehead Acquisition and certain of the Secured
Parties.

Instead of declaring a default, which would have accelerated the
payment obligations due to the Secured Parties, Horsehead
Acquisition and the Secured Parties rectified the problems created
by the transfer by entering into the Amendments to the Closing
Documents.  Principally, the intended purpose of the Amendments
was to give the Secured Parties liens on the real estate given to
Chestnut Ridge to place all of the parties in the same position
the parties would have been in had the transfer not occurred.  

                         The Amendments

The Amendments, all of which are dated April 12, 2005, are:

   * First Amendment and Waiver to the Letter of Credit Assumption
     Agreement between Horsehead Acquisition and the DIP Lenders;

   * Assumption Agreement and schedules, adding Chestnut Ridge as
     party to a Security Agreement dated December 23, 2003;

   * Separate guarantees by Chestnut Ridge in favor of the DIP
     Lenders, Viacom, TIAA, and the Debtors;

   * Amendment and Waiver to Promissory Note dated December 23,
     2003 between Horsehead Acquisition and Viacom;

   * Amendment and Waiver to Promissory Note dated December 23,
     2003 between Horsehead Acquisition and TIAA;

   * Amended and Restated Palmerton Intercreditor Agreement among
     Horsehead Acquisition, Chestnut Ridge, the DIP Lenders,
     Viacom, Teachers, Wilmington Trust Company and the Debtors;

   * Global Amendment to the various Closing Documents among
     Horsehead Acquisition, Chestnut Ridge, the DIP Lenders,
     Viacom, Teachers, Wilmington Trust Company and the Debtors;
     and

   * Open-End Mortgage, Security Agreement and Assignment of
     Leases and Rents between Chestnut Ridge and Wilmington Trust
     Company.

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.  
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.  When the Company filed for protection from its creditors,
it listed $215,579,000 in assets and $231,152,000 in debts.


INTERSTATE BAKERIES: 292 Creditors Sell $17.9 Million of Claims
---------------------------------------------------------------
From January 3 to January 31, 2005, the Clerk of the Bankruptcy  
Court recorded 292 claim transfers to:

(a) ASM Capital II, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Holiday Inn Express                      $5,990

(b) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Arctic Heating & Cooling                    $79
           Buzz Oates Air Conditioning Inc.             65
           Circuit Electric Co. Inc.                    56
           City Ruston 1876-01                         971
           Dickerson Tire Service                       71
           Dodds Printing                               67
           Eaker Heat & Air Inc.                       228
           Elko Sanitation                              58
           Greater Ouachita Water 01-011953             52
           Grey Enterprises Inc.                        81
           Kent's Tire Service                          96
           Leading Technology Services                  75
           Midland Davis Corporation                   175
           Miracle Wash                                647
           Oxford Inn - Seminole                       576
           Quality Inn                                 487
           Recalltotal Information MGM                 636
           Robin Hughes                                218
           TPC The Pest Control Store                   91
           Wasatch Overhead Door LC                     65

(c) Deutsche Bank Securities, Inc.

           Creditor                           Claim Amount
           --------                           ------------
           Cereal Food Processors, Inc.        $10,157,599
           General Mills, Inc.                   2,000,194

(d) Fair Harbor Capital, LLC

           Creditor                           Claim Amount
           --------                           ------------
           All Hour Door                            $2,044
           CCC Truck Parts Company                   1,255
           Cherokee Kenworth Inc.                    3,400
           Cintas First Aid                            363
           General Courier                             993
           Lansing Board of Water & Light             1646
           Maust Transport Inc.                      4,560
           MH Equipment Company                      5,953
           Mission Wrecker Service                     751
           Mobile Wash                               2,155
           Rudy L. Allen                             1,208
           Russell Reid                              1,718
           Sparta Chem. Inc.                         2,320

(e) Halcyon Fund, L.P

           Creditor                           Claim Amount
           --------                           ------------
           Wasatch Energy                          $64,990

(f) Harbert Distressed Investment Master Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Deutsche Bank Securities, Inc.       $2,000,194

(g) KIA Factors, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Bettendorf Stanford, Inc.               $93,767
           Rock-Tenn Company and subsidiaries      924,681

(h) KS Capital Partners, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Davis Truck Service Inc.               $137,899
           Davis Truck Service Was Prepaid          33,817
           International Fiber Corporation         378,230

(i) Madison Liquidity Investors 123, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Accurate Air Engineering Inc.            $2,146
           Acrotech Industries Inc.                  2,337
           Advantage Technologies Inc.              14,102
           American Auto & Truck Electric Inc.       1,547
           Baltimore Spice Inc.                     30,603
           Bills Battery Co. Inc.                    1,290
           Capital City Ice                          2,488
           CCC Truck Parts Co.                       1,255
           Dave's Plumbing                          11,448
           Dick Laing Diesel Service Inc.            6,002
           Diverco                                  12,865
           Dunham Rubber                            12,400
           Dunham Rubber & Belting Corp.             6,773
           Electech                                 13,338
           Environmental Consulting                 59,798
           Erie Penny Saver                          1,410
           Foodliner Inc.                           28,740
           Fort Dearborn Mid South Supply           14,626
           Gleason Industries                       23,284
           Glenn E. Musser                           2,700
           Golden Valley Heating Air Cond.           1,904
           Grahams Truck Body & Paint                3,842
           Gulf Coast Fleet Maintenance              8,113
           G W Electrical                            9,938
           Hanson International Trucks               2,155
           Holiday Inn Express-Gillette              1,636
           HUB Truck Rental Corp.                    5,592
           Interstate Electrical Supply Co.          9,593
           JJ Galleher Co. Inc.                      2,694
           J & S Electrical Contractors             28,520
           Kansas Continental Express               13,827
           Key Refrigeration                         1,752
           Kleinfeld Kaplan & Beeker                 7,662
           LA Occupational Health                    2,440
           Laurel Group Recognition Prod & SE        7,866
           Lawless Electric Inc.                    10,783
           Lion Raisins Inc.                        48,944
           Lively Distributing Inc.                  1,899
           Marcus Dairy Inc.                         6,381
           Mattanuska Maid                           1,634
           McNaughton-McKay                         17,934
           Mel & Sons Glass Co.                      1,906
           Mid States Supply Co. Inc.                3,624
           Midtown Pallet Recycle                   23,068
           Modern Welding Co.                        3,445
           Moore & Patron Tires & Service            2,729
           Nancy Guide Service                       2,441
           North American Security Solutions         2,424
           Oberlander Electric                       6,773
           Otts Friction Supply Inc.                 1,272
           Overall Laundry Services Inc.             9,569
           Overall-Uniforms                            325
           Package Machinery Co. Inc.                2,458
           Packaging Innovators Corp.               12,268
           Parkhouse Tire Inc.                      25,516
           Pesce Bros Sanitation                     5,468
           Prestige Pak Inc.                       178,776
           Print Central                             1,970
           Reasonable Maintenance                    3,190
           Rescue Rooter                             1,673
           Rhodes Truck & Body Repair Inc.           1,884
           Richard Greene Co.                        7,549
           Rosiles Trucking                         56,362
           Security Fence Corp.                      2,687
           Schlueter Co.                             5,295
           Show Offs                                22,616
           Southeastern Freight Lines Inc.           1,582
           Southwest Missouri Truck Center Inc.      2,168
           Spring Valley Dairy                       5,078
           Sugar Supply Inc.                        38,416
           Susquehanna Motor Co. Inc.                2,819
           The Budget Saver                          1,300
           The Gold Clipper                          1,500
           Tinley Ice Co.                            3,715
           Truck Tire Service Corp.                 17,654
           Trucks Inc.                               2,453
           UTZ Quality Food                         37,408
           Volvo GMC Truck St. Louis                 3,476
           Watson Foods Co.                          2,738
           Watson Foods Co. Inc.                    60,106
           W C Wiedenmann & Son                      3,969
           Weldon & Cahill Associates                3,075
           WH Cooke & Co. Inc.                       1,640

(j) Madison Niche Opportunities, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Ambrose Packaging                       $10,888
           Aurora Power                              3,217
           Best Access Systems                       2,951
           Business Cards Ltd.                       4,259
           Empro Personnell, Inc.                      288
           Great Lakes International Trading Inc.  125,996
           Kings Land Svc Station                    5,198
           Maple Donut                               2,362
           MSI                                       1,958
           The Weather Center Co.                      737
           VCS/Vegetation Control Service            2,930

(k) Oasis Liquidity Fund, LLC

           Creditor                           Claim Amount
           --------                           ------------
           Automatic Fire Protection                  $743
           Blue Ridge Towing Inc.                      945
           Campbells Cleaning Service                  902
           H&H Steel Fabricating                       927
           Irey's Tree Services                        920
           Logic Air Inc.                              939
           Patterson Cleaning & Supply                 890
           Pepsi-Cola of Kalispell                     946
           Prater Industries                         1,138
           Support LA Hospital Service                 775

(l) Revenue Management

           Creditor                           Claim Amount
           --------                           ------------
           AAA Mobile Washing Svc.                  $8,308
           Aarhus United USA Inc.                  240,218
           ALS Automotive Supply Inc.                1,570
           A Plus Printing and Copy Center           1,152
           Aqualon Company                         116,279
           Audio Express Inc.                        1,288
           B & M Truck Washing                       1,260
           Bills Fleet Repair                        1,536
           Board of Public Utilities                 1,896
           Bob Sumerel Tire Co. Inc.                 3,567
           CEC Services                              3,460
           Clarksdale Janitorial                     1,070
           Clean Machine Powerwash                   2,621
           Commercial Landscape Management           1,600
           Commercial Refrigeration                  1,559
           Concentra Medical Center                  1,968
           Consulting & Testing Services Inc.       74,088
           Cummins Eagle International              10,934
           Curry's Truck Frame & Body Shop I         1,213
           CWIH                                      1,799
           Details Fleetwash Corp.                   1,717
           Economy Office Supply                     2,074
           Freightliner of South Alabama             8,773
           Froesel Tire Service & Auto Center        4,977
           Gary Ames Dollar Saver                    2,520
           Gas America Inc.                          1,407
           GC Electric Inc.                          1,371
           Gears Plus Inc.                           1,878
           Harrington Bottling 253353                1,404
           Hamilton Caster & Mfg. Co.                1,409
           Holiday Inn Express                        5,90
           Huber General Contracting                 1,924
           Irving Oil Corp.                        174,639
           KDC Trailer Repair Inc.                   2,504
           LaPrensa Newspaper                        1,285
           Liquid Handing Equipment                  2,705
           Milligan Diesel & Electric                3,998
           Modern Pest Services                      2,307
           M Welch & Sons Plumbing                   1,105
           New Beginning Landscaping LLC             4,108
           Onyx Waste Services                       1,479
           Orlo Auto Parts Inc.                      1,180
           Payless Office Products Corp.             7,681
           R-D Trucking Septic                      25,362
           Rentokil Pest Control                     2,111
           Santos Commercial Cleaning Inc.           1,181
           S & S Thermal Coating Inc.                5,760
           Stoops Freightliner                      41,370
           St. Vincent's Occupational Health Center  1,483
           Sundown Computers                         3,454
           Schwartz Steel Service                    1,241
           Thiele Technologies                      12,116
           TODCO                                     1,438
           Trinidad Motor Inn                        1,845
           Volusia Mechanical Htg & AC               1,348
           Westfall Company Inc.                     1,189

(m) Sierra Liquidity Fund, LLC.


           Creditor                           Claim Amount
           --------                           ------------
           ABZ Valves & Controls                    $4,867
           Cintas First Aid & Safety                 2,541
           Cross Midwest & Tire                      3,024
           Four Star Chemical                        1,628
           General Truck Sales & Service, Inc.       3,923
           Grands Tire Service                       1,058
           Gulfsouth Fleetwash Service               1,835
           HPS Enterprises, Inc.                     9,887
           Merkow Wholesale Dist.                    4,622
           Momar, Inc.                               1,106
           Post Co. d/b/a The Post Register          3,600
           Raymie Givens Tulsa Lawns of Perfection   1,395
           Scale Systems                             5,970
           Speakeasy Intercom & Electric             3,655
           The Steritech Group-Greensboro            1,074
           Village of Schiller Park                 17,681
           Wire Belt Company                         3,458

(n) Trade-Debt.net

           Creditor                           Claim Amount
           --------                           ------------
           A-1 Alabama Key & Locksmith                $118
           AB Lock and Safe Inc.                       109
           Advantage Cleaning & Floor Maintenance      475
           American Service Corp. Industrial Hard.     233
           Appeara                                     119
           Armstrongs Lighting & Electrical S.         238
           B & B Sewer Service                         160
           Basin Diesel Service Inc.                   676
           Bewick Pubs Times-Herald Newspapers         499
           Bline Food Mart                             159
           Bob's Transmission Service                4,380
           Buis Oil Company Inc.                       300
           Canteen                                     184
           Centura Centers for OCC Medicine            315
           Chapel                                      562
           Cintas Corp. 618                            841
           Cintas 723                                  677
           City of Greenville                          983
           Coastal Training Technologies Corp.         191
           Columbus Machine Works Ltd.                 157
           Columbus Security                           117
           Connie Seabaugh                             110
           Dimension Graphics Inc.                     171
           Eric's Lawn Service                         180
           Eric Sepeda                                 130
           Fairground Chevrolet Inc.                   161
           Faith Janitorial Service                    505
           Fyr_Fyter Sales & Service Inc.              313
           Glenn Long                                  260
           Great Lakes Data Systems                    518
           Hays Companies                            4,783
           Huber Supply Co. Inc.                       128
           Jeff's All Day Lock & Key                   907
           John's Heating & Air Inc.                   546
           Kings Hawaiian Bakery West                1,513
           L & L Guttering Services                    266
           LTR Inc. Towing & Recovery                  468
           Magnolia Fastner SPL                        174
           Mass Mobile Inspections                     561
           Medical Associates Clinic PC                256
           Miracle Wash                                647
           Moberly Monitor-Index                       638
           Monadnock Mountain Spring Water Inc.        213
           Morgan Miller                               208
           Occupational Health                         139
           Pekin Cleaning & Supply                     955
           Pep Boys                                    485
           Pepsi-Cola Bottling Co.                     414
           Prescotts AC & H.                           508
           Priority Communications Of Ohio             718
           Ralph Masters                               315
           Reliable Disposal                           180
           Rick Rice Rick Rice Lawn Service            160
           Russell Downward                            425
           Seminole Family Medical Clinic              196
           Shady Acres Landscaping                     220
           Silver Grove Motors Inc.                    315
           SMRMC Outpatient Clinics                    535
           Sprouse Distributing Inc.                   665
           St. Mary's Occupational Health              450
           Sterzing Foods                              455
           Sutton-Garten Co.                           166
           Tappahannock Auto Parts                     104
           Tech Masters                                148
           Tennessee Grocers Association               140
           Times Herald                                500
           Tri-State Carpet Cleaners                   200
           TYR Enterprixes LC                          346
           Valley Comp. Health                         130
           Vince Baker                                 390
           William Esposito                            184
           William Shawn Ballas Ballas Garde           180
           Woodward & Sons                             108

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

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


KAISER ALUMINUM: Court Amends Misc. Asset Sale Procedures Order
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on April
24, 2002, Kaiser Aluminum Corporation and its debtor-affiliates
asked the U.S. Bankruptcy Court for the District of Delaware to
authorize and approve procedures by which the Debtors may
consummate the sale of de minimis assets outside the ordinary
course of their businesses without the need for further Court
approval. They proposed to utilize the Miscellaneous Sale
Procedures to obtain more expeditious and cost-effective review by
interested parties certain sales involving these de minimis
assets. All other sale transactions would remain subject to
individual Court approval pursuant.

According to Patrick M. Leathem, Esq., at Richards, Layton &
Finger in Wilmington, Delaware, from time to time, the Debtors
will likely determine that certain of their assets no longer are
necessary for the successful operation and reorganization of their
businesses. As a result, the Debtors anticipate that, during the
pendency of these cases, they will attempt to sell assets
determined to be obsolete, surplus, unproductive or nonessential.
These sales involve non-core assets that, in most cases, are of
relatively de minimis value compared to the Debtors' total asset
base. Nevertheless, many of these asset sales may constitute
transactions outside of the ordinary course of the Debtors'
businesses that typically would require individual Court approval
pursuant to Section 363(b)(1) of the Bankruptcy Code.

Mr. Leathem explained that the Miscellaneous Sale Procedures apply
only to asset sale transactions.  These transactions involve, in
each case, transfer of less than $1,000,000, as measured by the
amount of net cash and other considerations to be received by the
Debtors for the assets to be sold.  In addition, there are
aggregate cure costs of less than $200,000 in connection with the
assumption and assignment of any related executory contracts and
unexpired leases. The Debtors will be permitted to sell assets
that are encumbered by liens, claims, encumbrances or other
interests only if those liens and other interests are capable of
monetary satisfaction.  The holders of those liens and interests
consent to the sale, or such sales are otherwise permitted under
the applicable security agreements and related documents. Further,
the Debtors will be permitted to sell assets co-owned by a Debtor
or a third party pursuant to the proposed sale procedures only to
the extent that the sale does not violate Section 363(h) of the
Bankruptcy Code.

*    *    *

The Court amends the order authorizing and approving uniform
procedures by which the Debtors may consummate the sale of de
minimis assets outside the ordinary course of their businesses
without the need for further Court approval.

Among other things, the Amended Order provides that for any asset
sale transactions involving (i) the transfer of less than
$150,000 in total consideration, (ii) no proposed assumption and
assignment of any executory contracts, and (iii) no known parties
other than the DIP Lenders' holding or asserting liens or other
interests in the assets that are the subject of a De Minimis
Sale, the applicable Debtor or Debtors will be authorized, without
following the notice procedures otherwise required under the
Miscellaneous Sale Procedures and without further notice and Court
approval, to consummate the De Minimis Sale.  The De Minimis Sale
will be deemed final and fully authorized by the Court.

Every three months, the Debtors will provide a report itemizing
the assets sold and consideration received for each of the De
Minimis Sale completed during the prior three months to:

    -- counsel for the DIP Lenders,
    -- counsel for the Creditors' Committee,
    -- counsel for the Asbestos Committee,
    -- counsel for the Asbestos Representative,
    -- counsel for the Silica Representative, and
    -- the U.S. Trustee.

De Minimis Sales to insiders or affiliates, other than De Minimis
Sales of tangible assets to operating affiliated entities, must
follow the notice procedures for larger asset sales.  In addition,
to the extent the Debtors consummate De Minimis Sales aggregating
more than $500,000 to any one person or entity or affiliated
entities in any six-month period, all future De Minimis Sales to
these persons or entities must follow the notice procedures for
larger asset sales.

A full-text copy of the Amended Order approving the Miscellaneous
Asset Sale Procedures is available for free at
http://ResearchArchives.com/t/s?9  

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: Court Extends Removal Period to September 10
-------------------------------------------------------------
As previously reported, Kaiser Aluminum Corporation and its
debtor-affiliates sought an additional 120-day extension of the
period within which they may remove numerous asbestos-related and
civil actions pending in multiple courts and tribunals pursuant to
Section 1452 of the Judiciary Procedures Code and Rule 9027 of the
Federal Rules of Bankruptcy Procedure.

At the Debtor's behest, the U.S. Bankruptcy Court for the
District of Delaware extended their Removal Period until the
later of:

   (a) September 10, 2005; or

   (b) 30 days after the entry of the order terminating the
       automatic stay with respect to the particular Action
       sought to be removed.

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: Discloses Plan to Re-Capitalize Balance Sheet
------------------------------------------------------------
Laidlaw International, Inc. (NYSE:LI), a holding company for North
America's largest provider of school and inter-city transport and
public transit services, disclosed a comprehensive plan to
recapitalize its balance sheet.  The company anticipates using
proceeds from a new bank facility and cash on hand to retire the
existing public debt of approximately $560 million issued by
Laidlaw and Greyhound Lines, Inc., a wholly owned subsidiary.

     The plan includes:

     -- Commencement of a cash tender and solicitation offer for
        Laidlaw $404 million 10.75% senior notes due 2011;

     -- Redemption of Greyhound Lines $150 million 11.5% notes
        due 2007;

     -- Redemption of Greyhound Lines $5 million 8.5% convertible
        debentures due 2007; and

     -- Replacement of Laidlaw's current revolving credit
        facility with a $600 million senior credit facility
        comprised of:

     -- $300 million term loan; and

     -- New revolving credit facility for up to $300 million
        replacing Laidlaw's $200 million revolving credit
        facility.

The new revolving credit facility is intended to provide seasonal
and interim borrowings for Laidlaw International, Inc., and its
subsidiaries, including Greyhound Lines.  Upon completion of the
new revolver, Laidlaw intends to assume the positions of
Greyhound's senior lenders.

"The sale of the healthcare companies earlier in the year enabled
us to focus on Laidlaw's core transportation businesses, while
also substantially strengthening the balance sheet," said Kevin
Benson, President and Chief Executive Officer of Laidlaw.  "The
transactions that we are outlining today take advantage of that
strength to further improve our financial position and our
profitability over the next several years.  Completion of our
financing plans will significantly reduce the cost of our debt
and put to work the cash we generated with the healthcare sale,"
added Mr. Benson.

Laidlaw International plans to launch a new $600 million senior
credit facility consisting of a $300 million term loan maturing
2010 and a $300 million revolving credit facility.  Citigroup
Global Markets Inc. and UBS Securities LLC have been chosen to be
joint lead arrangers of the facility.

The tender offer and consent solicitation for Laidlaw's
$404 million 10.75% senior notes is being made solely by means of
an Offer to Purchase and Consent Solicitation Statement which has
been prepared by Laidlaw in connection with the tender offer.  
The consent solicitation requests consent from noteholders to
eliminate substantially all of the restrictive covenants in the
indenture.

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.


L-3 COMMS: Buying Titan Corp. in $2.65 Billion Merger Transaction
-----------------------------------------------------------------
L-3 Communications (NYSE: LLL) signed a definitive agreement to
acquire The Titan Corporation (NYSE: TTN) under which Titan's
shareholders would receive $23.10 in cash per share of Titan
common stock.  The total transaction value on the completion date
of the acquisition is expected to be approximately $2.65 billion,
including assumed debt.  Titan's Board of Directors is unanimously
recommending that Titan's shareholders approve the transaction.

The transaction is expected to close in the second half of 2005,
pending the satisfaction of certain closing conditions, including
a majority of Titan's shareholders voting in favor of the
transaction, the execution and court filing of definitive
settlements of the lawsuits described below and customary
regulatory approvals.  The acquisition is expected to add
approximately $2.7 billion of sales and $0.25 of diluted earnings
per share to L-3's results of operations for the year ending
December 31, 2006.

L-3 plans to finance the transaction with a combination of
available cash, borrowings under its existing revolving credit
facility, and the issuance of new debt securities.  L-3 has
obtained commitments for $2.0 billion of interim debt financing
which, in addition to its cash on hand and available revolving
credit, will be sufficient, if needed, to complete the acquisition
prior to issuing the new debt securities.

Simultaneously with the execution of the acquisition agreement,
Titan has entered into memoranda of understanding to settle
securities law class actions and derivative suits pending in both
Federal and State courts in California and the Delaware Court of
Chancery.

"This acquisition is very strategic for L-3 because Titan is a
major provider of intelligence services to the DoD and key U.S.
intelligence agencies," said Frank C. Lanza, chairman and chief
executive officer of L-3 Communications.  "Additionally, Titan is
a major provider of information technology, engineering services
and products to the U.S. Army, Naval Air Systems Command (NAVAIR),
Naval Sea Systems Command (NAVSEA), Space and Naval Warfare
Systems Command (SPAWAR), U.S. Air Force Electronic Systems
Command (ESC), Special Operations Command (SOCOM) and U.S.
Northern Command."

"Titan's business mix is complementary to L-3's with its focus on
C3ISR, advanced and transformational products and enterprise
information technology for a number of government agencies,
including the DoD, Federal Aviation Administration (FAA) and
National Aeronautics and Space Administration (NASA), in addition
to its systems integration work."

"Titan also has significant special technology assets and
resources.  One of Titan's key differentiators and valuable assets
is its over 9,000 employees with U.S. Government clearances,
including over 5,000 employees with top secret and above
clearances and more than 2,400 employees with special clearances
-- focused on communications, networks, cryptology, signal
intelligence, electronic warfare, data fusion, electromagnetic
pulse science and analysis of weapons of mass destruction and
simulation."

"Titan also has meaningful synergies with L-3's existing
businesses, which should lead to growth opportunities in major
areas," said Mr. Lanza. Those areas include C3ISR, naval warfare
in both air and surface, technical services and network
communications. Titan's capabilities will also broaden and enhance
L-3's DHS participation in infrastructure protection and analysis
of weapons of mass destruction and expand L-3's operational
analysis and simulation offerings.

"Titan will enable L-3 to penetrate new customer areas, as well as
expand on existing ones," said Mr. Lanza. He said that those
customer areas include the National Reconnaissance Office (NRO),
National Security Agency (NSA), U.S. Marine Corps, Federal Bureau
of Investigation (FBI) and DoD Intelligence.

Some key Titan programs include:

   -- Titan's Integrated Broadcast Services (IBS) offers threat,
      targeting and situation awareness intelligence information
      to all levels of command. Its Joint Deployable Intelligence
      Support Systems (JDISS) III provides information sharing
      across the intelligence community. Titan also has the
      Enterprise Information Technology Contract (EITC) for U.S.
      Special Operations Command (USSOCOM) and provides
      Engineering Technical Support Services (ETSS) for the Air
      Force Information Warfare Center.

   -- For the Joint Range Extension, Titan's solution provided
      commanders with a view of the battle space at extended
      ranges, allowing forces to be coordinated, sequenced and
      deployed rapidly.

   -- Titan's Advanced Digital Waveform (ADW) provides increased
      data transport to support Unmanned Aerial Vehicles (UAVs)
      and to enhance weapons coordination and command and control
      of naval forces. Its Miniaturized Demand Assigned Multiple
      Access, "Mini-DAMA", terminals for the U.S. Navy are capable
      of passing information at three to four times previous
      rates.

   -- Titan also provides system-level solutions for a wide range
      of weapon, sensor, surveillance and reconnaissance systems
      and highly specialized information security and signal
      intelligence systems and services to the intelligence
      community. In addition, Titan conducts weapons effects
      analysis services and computer models for effects
      prediction.

   -- Titan is also the U.S. Government's leading supplier of
      linguists under U.S. Army Intelligence and Security
      Command's (INSCOM) Worldwide Linguist Support Contract.

   -- The company also is an industry leader in small, lightweight
      low-power signal intercept, direction finding and signal
      process systems for Signal Intelligence (SIGINT)
      applications.

   -- In Homeland Security, Titan provides command and control and
      information technology products as well as first responder
      vehicles. The company is also a first-tier subcontractor on
      the U.S. Visitor and Immigrant Status Indicator Technology
      (US VISIT) program.

   -- Additional Titan programs include:

      * Systems Engineering Support for NAVAIR at Patuxent River

      * Landing Craft Air Cushion Service Life Extension (LCAC)

      * Worldwide Automated Logistics Support

      * Technology for Homeland Security, Anti-Terrorism and
        Weapons of Mass Destruction

      * C3I system engineering and technical support for SPAWAR
        and the U.S. Air Force

"Titan is unique among defense companies of similar size because
it is broadly focused on several of the DoD transformation
priorities," continued Mr. Lanza, "and those priorities are
focused on technologies that give the military a quantum leap in
capability.  Over the years, Titan's scientists and engineers have
earned a fine reputation for supporting some of the DoD's key
Research and Development (R&D) efforts."

Mr. Lanza noted that Titan developed the X-Craft (Sea Fighter FSF
1) for the U.S. Navy, a high-speed, 262-foot aluminum catamaran
with a combined gas or diesel turbine propulsion plant, capable of
speeds greater than 50 knots. Titan is developing a "cruise-like"
loitering UAV, using commercial off-the-shelf (COTS) components
and designed to carry a 200-pound warhead at extended ranges while
remaining airborne and ready for rapid deployment for up to 24
hours.  "While the future of these programs beyond the development
stage is unknown," said Mr. Lanza, "the technology and concept of
operations experience will be substantial. In addition, Titan's
product base includes on-the-move SATCOM terminals, manpack
radios, Telemetry, Tracking and Command (TT&C), SIGINT systems,
electromagnetic pulse power products and irradiation systems."

"L-3's Government Services Group currently offers an impressive
list of high-value services and the acquisition of Titan adds
significantly to this base," said Mr. Lanza. Titan supports many
enterprise information technology and modernization efforts within
U.S. defense and intelligence communities, as well as mission
critical networks for civilian agencies. Approximately 15% of
Titan sales are non-DoD and 25% of sales are products.

Titan provides enterprise network management and engineering
services across all of the USSOCOM communication and network
infrastructures for data, voice and video. The company also
assists the U.S. Treasury, Naval Supply Systems Command and others
in providing a cashless environment on naval craft for sailors and
marines deployed around the world. In addition, Titan provides
systems and solutions for information assurance and e-government
services for government agencies.

"Homeland security systems, products and services are already a
significant part of L-3's growth strategy and the acquisition of
Titan will expand our portfolio in major areas," said Mr. Lanza.
He noted that L-3's existing portfolio for federal and local
governments and agencies and first responders includes aviation,
rail, cargo, port and maritime security, customs and border
protection, crisis management, vehicles for command and control
and bioterrorism, missile warning systems and communications for
Deepwater U.S. Coast Guard platforms.

Titan's portfolio of homeland security products and services
includes communications systems for first responders that greatly
facilitate interoperability and crisis response, emergency mobile
command vehicles, command vehicles, and realistic training and
exercise services for nationwide government customers. Titan also
provides engineering, analytical support, systems development and
integration of key systems to agencies, protecting the country
against the threat of chemical and bioterrorism.

Titan is in the forefront of developing new homeland security
technologies, including new digital data links between aircraft
and ground, concealed weapons detectors, through-the-wall
surveillance capabilities, buried mine detection devices, fissile
material detectors and radio frequency (RF) attack warning chips.

Protecting U.S. cyber borders is a major Titan endeavor, in
addition to working in the areas of intelligence information
distribution, which integrates and fuses near real-time correlated
intelligence data via satellite to intelligence agencies and
combatant commanders worldwide.

Headquartered in San Diego, The Titan Corporation --
http://www.titan.com/-- is a leading provider of comprehensive  
information and communications systems solutions and services to
the Department of Defense, intelligence agencies, and other
federal government customers. As a provider of national security
solutions, the company has approximately 12,000 employees and
expected revenues for the full calendar year 2005 of approximately
$2.4 billion.

Headquartered in New York City, L-3 Communications --
http://www.L-3Com.com/-- is a leading provider of Intelligence,  
Surveillance and Reconnaissance (ISR) systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.


L-3 COMMS: Moody's Reviews Ba2 Debt Rating for Possible Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of L-3
Communications Corporation ("L-3", senior implied Ba2) under
review for possible downgrade, and lowered the company's
Speculative Grade Liquidity rating to SGL-2 from SGL-1.  

In a related action, Moody's placed the B2 rating on the senior
subordinated notes of Titan Corporation under review for possible
downgrade and affirmed all the remaining debt ratings of Titan.
These rating actions were prompted by the announcement that L-3
had agreed to purchase Titan for $2.65 billion including assumed
debt.  The cash portion of acquisition is expected to be financed
with approximately $2 billion in new debt, cash on hand.

In the rating review, Moody's will:

   * focus on the impact of the acquisition on the company's
     consolidated cash flow metrics and overall financial
     leverage;

   * the integration risk and the amount and timing to realize the
     expected merger synergies; and

   * the final capital structure of the company including the
     relative claims of debtholders within the legal structure of
     the company.

The outcome of this review will consider the actual additional
debt that L-3 will take on for the acquisition and the ability of
L-3 to restore its credit metrics within approximately 18 months,
as well as the company's expected liquidity position after close.

Moody's ratings on L-3's debt considers the company's strong
liquidity position, expectations that the company will continue to
improve margins and operating cash flows during the current period
of substantial sales growth, both organic and related to recent
acquisitions, as well as the L-3's recent record of debt repayment
despite the company's heavy acquisition activity.  On LTM March
2005 revenues of $7.3 billion, L-3 had generated about $917
million of EBITDA and $513 million of free cash flow, before
acquisitions.  This results in lease-adjusted debt-to-EBITDAR of
approximately 2.2 times, and free cash flow representing about 23%
of the company's reported $2.2 billion of debt.

However, according to the company's initial financing plans, the
acquisition of Titan will entail a substantial increase in the
company's debt levels, and will likely result in increased pro
forma leverage.  Moody's estimates Titan's FY 2004 EBITDA at about
$162 million, net of certain non-recurring costs, implying pro
forma leverage in excess of 4 times lease-adjusted debt-to-EBITDAR
resulting from this transaction.

Moody's notes that this acquisition is consistent with L-3's
acquisitive nature.  The company has spent approximately $950
million over the LTM March 2005 period, while averaging between
$500 million and $1.8 billion in acquisitions over the past five
years.  Moody's believes that the Titan acquisition represents a
logical and executable strategic deal for L-3, as Titan's
operations seem to complement L-3's existing operations in the
government contract intelligence, surveillance, and reconnaissance
businesses.  Nonetheless, the Titan acquisition represents the
largest acquisition in L-3's history, which raises concerns about
integration risk, as well as risk relating to possible future
acquisition, particularly if subsequent acquisitions are
undertaken before the company is able to materially reduce the
debt levels that will ensue from the Titan acquisition.

Moody's also lowered L-3's Speculative Grade Liquidity rating to
SGL-2 from SGL-1, reflecting Moody's assessment of a good
liquidity profile going forward.  The rating anticipates a short
term reduction in liquidity that will result from the funding of
the Titan acquisition.  Although ultimate financing plans have not
yet been finalized, the company has noted that this transaction
will involve use of a substantial amount of the company's cash
balance ($286 million as of March 2005), as well as a short-term
use of the existing $1 billion revolving credit facility.  In
addition, as the Titan acquisition will likely result in increased
leverage at L-3, the company's existing substantial cushion to
covenant levels could be reduced.  However, the SGL rating also
considers Moody's continued expectation of significant cash flows
from its operations, augmented by the acquisition of Titan, which
should allow the company to quickly repay modest amounts of
borrowing under its revolving credit facility.

In reviewing the B2 senior subordinated debt rating of Titan for
possible downgrade, Moody's will consider the post-acquisition
capital structure and the extent of covenant protection for any
subordinated notes not refinanced in connection with the closing
of the acquisition.  If the transaction is consummated and all the
senior secured debt of Titan repaid, the remaining credit ratings
of Titan will be withdrawn

These ratings have been placed on review for possible downgrade:

L-3 Communications Corporation:

   * Senior subordinated notes due 2012-2015, rated Ba3
   * Senior implied rating of Ba2
   * Senior unsecured issuer rating of Ba3

Titan Corporation:

   * Senior subordinated notes due 2011, rated B2

These ratings have been affirmed:

Titan Corporation:

   * Senior secured revolving credit facility due 2008, rated Ba3;
   * Senior secured term loan B due 2009, rated Ba3;
   * Senior implied rating of Ba3; and
   * Senior unsecured issuer rating of B1.

These rating has been downgraded:

L-3 Communications Corporation:

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-1,


Headquartered in New York City, L-3 Communications is a leading
provider of:

   * Intelligence,
   * Surveillance and Reconnaissance systems,
   * secure communications systems,
   * aircraft modernization,
   * training and government services, and
   * is a merchant supplier of a broad array of high technology
     products.

Its customers include the Department of Defense, Department of
Homeland Security, selected U.S. Government intelligence agencies
and aerospace prime contractors.  L-3 had LTM March 2005 revenues
of $7.3 billion.

Headquartered in San Diego, California, Titan is a leading
technology developer, systems integrator and services provider for
the Department of Defense, The Department of Homeland Security and
intelligence and other key government agencies.  Titan had LTM
March 2005 revenues of $2.1 billion.


L-3 COMMUNICATIONS: Fitch Could Place Bonds on Negative Watch
-------------------------------------------------------------
L-3 Communications Corp. reached an agreement to acquire Titan
Corp. for approximately $2.65 billion in cash, including the
assumption of approximately $508 million in net debt.  While Fitch
Ratings does not anticipate that the approximately $2.3 billion in
additional debt needed to fund the transaction will negatively
affect Fitch's debt ratings for LLL, Fitch will likely revise
LLL's Outlook to Negative from Stable upon completion of the
transaction.  The likely Outlook revision will reflect the size of
the transaction, reduced financial flexibility as LLL's debt will
double, and LLL's continued appetite for acquisitions.

Fitch currently rates LLL as follows:

  -- Indicative senior unsecured 'BBB-';
  -- Senior subordinated 'BB';
  -- Rating Outlook Stable.

Approximately $2.2 billion in debt is covered by the ratings.

Fitch's ratings and Outlook for LLL incorporate expectations for
$3 billion to $4 billion of acquisitions and dividend increases in
the 2005-2007 period.  Fitch estimates that LLL has the debt
capacity to complete the TTN transaction while retaining a credit
profile consistent with the existing ratings.  With $500 million
in acquisitions already closed this year and $2.7 billion expected
for TTN, additional acquisitions will likely pressure the ratings
in the absence of offsetting factors such as better-than-expected
cash generation and/or equity issuances.

TTN, with 2004 revenues of approximately $2 billion, is a major
supplier of intelligence services to the U.S. government and a
major provider of information technology, engineering services and
products to the Department of Defense.  The acquisition will
enhance LLL's position in Command, Control, Communications,
Intelligence, Surveillance and Reconnaissance; enterprise
information technology; and homeland security programs.

Fitch has some concern regarding the price being paid for TTN at
more than 12 times (x) projected 2005 EBITDA.  Pricing is rich by
LLL standards, but not out of line with other recently announced
transactions in the defense industry.  Mitigating this concern are
TTN's high growth rates, its position within an area of the DoD
budget which is expected to grow faster than the overall
procurement budget, and its role in Homeland Security.  
Additionally, TTN has had margins lower than its peers and one of
LLL's strengths has been its ability to increase margins of
acquired companies.

LLL's ratings reflect high levels of defense spending, strong free
cash flow generation, financial flexibility with no debt coming
due before 2012 and none likely to come due before 2010 after the
acquisition, ability to increase margins at acquired companies,
and expected growth in homeland security spending.

The ratings also consider LLL's diversification within the defense
and homeland security arena, and the alignment between LLL's
products and expected Department's of Defense and Homeland
Security needs.  Fitch's concerns center on LLL's acquisition
strategy, potential changes within the DoD budget, and management
succession.  The former president of LLL announced his retirement
in late December 2004 and a replacement and potential successor to
Frank Lanza has yet to be identified.  This is partly mitigated by
a number of other experienced executives on LLL's management team.

Liquidity at March 31, 2005, was $1.2 billion, consisting of $286
million in cash and $910 million of credit facilities net of
outstanding letters of credit.  LLL's leverage, as defined by Debt
to EBITDAP and adjusted debt to EBITDAPR, was 2.2x and 2.6x,
respectively, for the twelve months ending March 31, 2005,
improving from 2.3x and 2.7x, respectively, for full year 2004.   
Interest coverage, as defined by EBITDAP/interest and
EBITDAPR/(interest plus rents) was 6.8x and 4.8x for the twelve
months ending March 31, 2005, improving from 6.5x and 4.6x,
respectively, for full year 2004.


MEDICAL SERVICES: S&P Rates Proposed $150 Mil. Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to workers' compensation-related ancillary products
and services provider MSC - Medical Services Company, the
operating subsidiary of holding company MCP-MSC Acquisitions, Inc.
The outlook is stable.

At the same time, MSC's proposed $150 million second-lien senior
secured notes due in 2011 were rated 'B-' with a recovery rating
of '3', indicating the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  Standard
& Poor's does not rate MSC's $40 million first-lien senior secured
revolving credit facility due in 2011 or MCP-MSC Acquisitions' $30
million 13.5% holding company paid-in-kind senior discount notes
due in 2013.

On March 31, 2005, Monitor Clipper Partners and MSC management
purchased MSC.  The $368 million acquisition was funded through a
$175 million senior secured bridge loan, $9 million of revolving
credit facility borrowings, and about $184 million of equity.  The
proposed $150 million of senior secured notes will be used to
retire most of the $175 million senior secured bridge loan.  The
balance of the bridge loan was already refinanced with the
proceeds from the company's $30 million of holding company paid-
in-kind notes.  Pro forma for the transactions, MSC will have
approximately $193 million of total debt outstanding.

"The ratings reflect MSC's narrow operating focus, potential
competition for its pharmacy benefits manager business, the
relatively low barriers to entry for its services, its reliance on
its large workers' compensation insurance clients, and its
significant debt burden," said Standard & Poor's credit analyst
Jesse Juliano.  "These concerns are only partially mitigated by
MSC's near-leading position in its industry, the trend by
insurance carriers and others to outsource the company's services,
and its growth momentum."

Jacksonville, Florida-based MSC is the second-largest procurement
provider of ancillary health care products and services to
workers' compensation payors in the U.S. The company's customers
include insurance carriers, the self-insured, third-party
administrators, and those customers covered under state funds.  
MSC provides pharmacy benefits manager (PBM) services
(approximately 50% of revenues), and coordinates and negotiates
for the delivery of medical devices, orthotics and prosthetics,
durable medical equipment, and medical supplies.  The company uses
more than 6,000 vendors and provides more than 19,000 health care
products and services.


MEDICAL SERVICES: Moody's Rates Proposed $150M Notes at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Medical Services
Company's proposed $150 million Senior Secured Second Lien Notes.  
Moody's also assigned a B3 senior implied rating to MSC.  The
rating outlook is stable.

New ratings assigned to Medical Services Company:

   * $150 million Senior Secured Second Lien Notes, due 2011,
      rated B3

   * Senior Implied Rating, rated B3

On March 31, 2005, the equity sponsor and management acquired
Medical Services Company for $358 million plus fees and expenses.
The sponsor and management funded the acquisition by contributing
$184 million in equity and issued a $40 million revolving credit
facility and a $175 million senior secured bridge facility.
Proceeds from the Senior Secured Second Lien Notes together with
approximately $30 million in holding company discount notes (not
rated) will refinance the bridge facility.

The B3 rating reflects the company's historic inability to
generate positive free cash flow and the increase in the leverage
associated with the acquisition of the company.  The ratings also
consider the competitive pressures that the company faces from
larger, better capitalized companies such as Express Scripts and
Amerisource and the high level of product and customer
concentration: the Pharmacy Benefit Management product accounts
for over 50% of revenue; the top three clients generated over 33%
of MSC's total revenues in the most recent quarter.  The ratings
are also negatively affected by the potential reimbursement risk,
the absence of formal contracts with its clients, and the
inability to directly control the provision of services to
patients.

Factors mitigating these concerns include:

   * the large and growing market for the provision of ancillary
     services to worker's compensation patients;

   * the increase in outsourcing of ancillary services from
     worker's compensation insurers to other companies such as
     MSC; and

   * the company's strong market share in the ancillary services
     segment.

MSC has been able to establish solid relationships with most of
the top tier worker's compensation insurance companies and third
party administrators through its full product offering, nationwide
network, and its ability to alleviate the administrative burden
and reduce the cost of treating worker's compensation patients.
The recent new contract wins along with the solid base of
recurring revenue from existing patients should result in strong
operating momentum in 2005.

Despite the listed credit strengths, Moody's is concerned that a
low turnover of receivables has resulted in negative free cash
flow in the past two years.  Further, leverage for a company of
this size and an emerging business model is quite high with Total
Debt to EBITDA over 7 times on a pro-forma basis.  As a result,
the company is weakly positioned in the B3 rating category.
Somewhat offsetting this risk is the projected increase in
operating income driven by double-digit revenue growth and margin
expansion.  MSC requires only a minimal amount of capital
expenditures to support future growth.

The stable outlook anticipates that the company will continue to
increase revenues through new contract wins, higher utilization of
its network by existing accounts and adding new programs.  The
stable outlook also assumes that gross margins will be stable over
the next few years and that the company should be able to leverage
its selling, general, and administrative expenses, and increase
operating margins.  If these anticipated operating improvements
translate into positive free cash flow, the company would
establish a stronger position within the B3 rating category.  
There is very limited upward pressure for higher rating.

Conversely, if the company continues to generate negative free
cash flow or if expected revenue growth and margin improvements
are considerably below plan and lead to a lower level of operating
cash flow, the outlook could change to negative.  A more
competitive environment or unfavorable reimbursement changes could
also pressure the rating as well.

The B3 rating on the Senior Secured Second Lien Notes reflects the
contractual subordination to the proposed $40 million revolving
credit facility (not rated) and any additional senior debt that
can be issued; the Notes have a second lien security on all of the
assets and capital stock of domestic subsidiaries and 65% of the
capital stock of all foreign subsidiaries, and have a parent
guarantee.  The Senior Secured Second Lien Notes are rated at the
same level as the senior implied rating because the Notes account
for almost all of the proposed debt.

Medical Services Company, based in Jacksonville, Florida, is the
largest independent procurement of ancillary healthcare products
and services to the U.S worker's compensation industry.  Medical
Services Company arranges for the provision of medical products
and services to injured workers on behalf of insurance companies,
third-party administrators, self-insured corporations, and
government entities.  For the twelve months ended
December 31, 2004, the company generated $264.9 million in revenue
and $22.0 million in adjusted EBITDA.


MERCANTILE & GENERAL REINSURANCE: Section 304 Petition Summary
--------------------------------------------------------------
Petitioners: Board of Directors
             Mercantile & General Reinsurance Company Limited
             Level 2, Saltire Court
             20 Castle Terrace
             Edinburgh, EH1 2ET
             Scotland

Debtor: Mercantile & General Reinsurance Company Limited
        Level 2, Saltire Court
        20 Castle Terrace
        Edinburgh, EH1 2ET
        Scotland

Case No.: 05-14076

Type of Business: The Debtor underwrote general, life and health
                  insurance policies in the London market from
                  1907, and reinsurance business worldwide from
                  1947 until 1997.  In 1997, the Debtor commenced
                  a solvent run-off to determine, settle and pay
                  all liquidated claims of their insureds as they
                  arise.

                  To shorten the Debtor's run-off period and
                  reduce administrative costs, Mercantile proposed
                  a Scheme of Arrangement.  In the Scheme, all
                  claims pertaining to insurance will be paid in
                  full.  The Scheme does not apply to trade
                  creditors or any liability of Mercantile to its
                  parent or subsidiary.

                  The Debtor asks the U.S. Bankruptcy Court for
                  the Southern District of New York to give full
                  force and effect to the Scheme and make it
                  binding and enforceable against all Scheme
                  Creditors in the United States.

Section 304 Petition Date: June 6, 2005

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Petitioner's Counsel: Sara M. Tapinekis, Esq.
                      Clifford Chance LLP
                      31 West 52nd Street
                      New York, New York 10019
                      Tel: (212) 878-8569
                      Fax: (212) 878-8375

Financial Condition as of December 31, 2004:

      Total Assets: $718,883,176

      Total Debts:  $383,973,900


METROMEDIA INT'L: Will Restate Annual Report Due to Acctg. Errors
-----------------------------------------------------------------
Metromedia International Group, Inc., reported that the Company,
in consultation with both KPMG Limited (the Russian member firm of
KPMG International), the Company's current independent auditor,
and KPMG LLP (the U.S. member firm of KPMG International), the
Company's independent auditor prior to July 9, 2004, determined
that it would restate certain reports made previously on Form 10-K
and Form 10-Q to reflect corrections of past accounting errors.
Accordingly, the financial statements contained in the Company's
periodic reports previously filed with the United States
Securities and Exchange Commission and the previously announced
unaudited financial results for the year and quarter ended
December 31, 2004 should no longer be relied upon.

These required adjustments do not have any impact on earnings per
share from continuing operations, cash flow, current assets and
liabilities; or the Company's actual ownership interest in
business ventures as originally stated; and the Company believes
that these adjustments do not affect the actual value of the
Company's past and present ownership interest in PeterStar or
Magticom.  Preparation of the restated financial statements will
further delay the Company's filing with the SEC of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2004,
its Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2005 and the preliminary proxy statement to provide the
necessary information in respect of, and to solicit the necessary
stockholder vote in favor of, the previously announced proposed
sale of PeterStar.

The Company cannot at this time provide any further guidance as to
when the restated financial statements, the annual audited
financial statements for fiscal year 2004 and the first quarter
2005 unaudited financial statements will be completed or when the
Current Annual Report, the Current Quarterly Report, the Proxy
Statement or amended historical periodic reports will be filed
with the SEC.

                             Default

As reported by the Company, the trustee of the Company's
outstanding $152.0 million 10 1/2 % Senior Notes Due 2007 issued a
notice that the Company's failure to deliver its Form 10-K to the
trustee is a default under the indenture governing these Senior
Notes and that the Company must deliver its Form 10-K, and certain
other annual certificates as required under the Indenture, to the
trustee no later than June 3, 2005, the sixtieth day following the
receipt of the trustee's notice, in order to avoid an event of
default on the Senior Notes.

The Company has concluded that it will be unable to deliver its
Form 10-K and the Certificates to the trustee on the June 3, 2005
deadline and therefore an event of default will occur.  Upon the
occurrence of an event of default, the trustee or holders of at
least 25% of the aggregate principal amount of the Senior Notes
outstanding can declare all Senior Notes to be due and payable
immediately.  If this were to happen, the Company would not have
sufficient corporate cash available to meet this obligation.

The Company and the holder of in excess of 80% of the aggregate
outstanding principal amount of the Senior Notes have reached an
agreement in principle, subject to preparation and execution of
definitive documentation, in respect of a waiver to prevent the
occurrence of an event of default under the Senior Notes as a
result the foregoing through July 15, 2005.  No event of default
in respect of the foregoing will exist during the period of the
waiver and the Senior Notes cannot be declared due and payable
immediately based on the foregoing during such period.

                   PeterStar Sale Update

The purchasers in the previously reported agreement concerning
sale of the Company's ownership interest in PeterStar have the
right to terminate the sale agreement, if the closing of the sale
does not occur on or before September 30, 2005.  One of the
conditions to closing the sale is an affirmative vote by holders
of a majority of the Company's stockholders in favor of the sale.

Unless and until the Company files its Form 10-K and is otherwise
current in filing its required periodic SEC filings, the Company
will not be able to finalize and mail a proxy statement to its
stockholders to provide information about, and to solicit the
necessary vote in favor of, the proposed sale transaction.  Given
the delay associated with the restatement of historical financial
statements, it may not be possible to complete these actions prior
to September 30, 2005.  Consequently, the Company and purchaser
have agreed in principle to extend the date, currently September
30, 2005, after which the sale agreement can be terminated, to a
date not earlier than December 31, 2005.  The Company remains
committed to recommending the PeterStar sale to its shareholders
and presenting this transaction for a vote by the shareholders at
the earliest possible date.

                        About the Company  

Through its wholly owned subsidiaries, the Metromedia
International Group, Inc. -- currently traded as: (PINK SHEETS:
MTRM)-Common Stock and (PINK SHEETS: MTRMP)-Preferred Stock --
owns interests in communications businesses in the countries of
Russia and Georgia.  Since the first quarter of 2003, the Company
has focused its principal attentions on the continued development
of its core telephony businesses, and has substantially completed
a program of gradual divestiture of its non-core cable television
and radio broadcast businesses.  The Company's core telephony
businesses include PeterStar, the leading competitive local
exchange carrier in St. Petersburg, Russia, and Magticom, Ltd.,
the leading mobile telephony operator in Tbilisi, Georgia.   

At Dec. 31, 2004, Metromedia International's balance sheet showed  
a $6,477,000 stockholders' deficit, compared to a $13,155,000  
deficit at Dec. 31, 2003.


MIRANT CORP: Court Okays California Parties' Settlement Agreement
-----------------------------------------------------------------
On April 15, 2005, Judge Lynn approved the settlement agreement
among the:

    a. Mirant Corporation and its debtor-affiliates;

    b. California Parties -- Pacific Gas and Electric Company,
       Southern California Edison Company, San Diego Gas &
       Electric Company, the California Public Utilities
       Commission, the California Attorney General, and the
       California Electricity Oversight Board;

    c. Federal Energy Regulatory Commission, acting through its
       Office of Market Oversight and Investigations;

    d. California Department of Water Resources, acting in its
       capacity as the State Water Resources Project; and

    e. California Independent System Operator.

As reported in the Troubled Company Reporter on Mar 22, 2005, the
parties were involved in various litigation including, without
limitation:

A. FERC Refund Proceedings

The FERC learned that certain prices charged for electric energy
by sellers in the California Power Exchange Corporation and the
California Independent System Operator Corporation markets from
October 2, 2000, through June 20, 2001, were unjust and
unreasonable.  The Debtors expect that the FERC will order Mirant
Americas Energy Marketing LP to refund approximately $150 to $230
million on account of energy sold into the PX and CAISO markets
by MAEM during the Refund Period.

As a result of a decision by the United States Court of Appeals
for the Ninth Circuit, the California Parties allege that MAEM
could owe additional refunds totaling $369 million for sales made
in the PX and CAISO markets before the Refund Period.  The
California Parties further allege that MAEM could owe more than
$1.2 billion in refunds for short-term electric energy sales to
the California Department of Water Resources.  MAEM disputes all
allegations and believes that its refund exposure is limited to
sales made through the PX and CAISO markets during the Refund
Period.

B. Adversary Proceedings

In June 2004, the Debtors filed adversary proceedings against
PG&E, Southern Edison, CAISO, PX and the California Department of
Water Resources, acting in both its "CERS" and "SWP" capacities,
seeking a determination from the U.S. Bankruptcy Court for the
Northern District of Texas that any set-off of MAEM Receivables --
$283,231,269 as reflected at June 20, 2001, by CAISO and PX as
owed to MAEM and a reversal of a "soft cap adjustment" of
$36,691,563 directed by the FERC, for a total of $319,922,833 --
against the Refunds would be improper.

The Adversary Defendants each filed motions to withdraw the
reference and to dismiss the Adversary Proceedings.  The Debtors,
on the other hand, moved for partial summary judgment on the
issue of whether set-off is permissible.  The U.S. District Court
for the Northern District of Texas has withdrawn the reference
with respect to the Adversary Proceedings, which have been
consolidated at the Texas District Court in the proceeding styled
Mirant Americas Energy Marketing, L.P. et al. v. Pacific Gas &
Electric Company, et al., 4:04-CV-557-A.

C. Other FERC Proceedings

The FERC initiated several proceedings involving MAEM other than
the FERC Refund Proceedings due to the high prices for energy in
the western wholesale electricity markets in 2000 and 2001.  
Certain of the Debtors and the FERC Staff have agreed to settle
the FERC Gaming Proceedings for approximately $4 million -- a
$332,411 payment and $3.67 million unsecured claim against MAEM
-- but certain California Parties have filed protests to the
Trading Practices Settlement requesting that the Settlement be
rejected by FERC.

D. The CERS Contract Litigation

CERS and MAEM entered into a bilateral long-term power purchase
agreement in mid-2001.  The CERS Contract provided for the sale
by MAEM to CERS of 500MW of energy from time to time between
June 1, 2001, and December 31, 2001.  The CPUC and the Oversight
Board commenced proceedings at FERC for rescission the CERS
Contract and other monetary damages.  Among other things, the
CPUC and the Oversight Board asserted in those proceedings -- the
"FERC Long-Term Contract Proceedings" -- that those contracts
should be rescinded by the FERC because they were entered into at
a time when the western wholesale electricity markets were being
manipulated by energy wholesalers such as MAEM.  The FERC ruled
that the CERS Contract is valid.  The FERC's ruling is currently
on appeal with the Ninth Circuit.

E. RMR Issues

Mirant Potrero, LLC and Mirant Delta, LLC are parties to three
separate Reliability-Must-Run or "RMR" agreements with the CAISO.
PG&E, the party ultimately responsible for paying amounts owed by
the CAISO under the RMR Agreements to Mirant Delta and Mirant
Potrero, has asserted that it is entitled to at least an
$18 million refund from Mirant Potrero and at least a $268
million refund from Mirant Delta under the RMR Agreements plus
interest through the Petition Date.  The claim is based on a
decision by a FERC administrative law judge, a rate case which,
if affirmed by the FERC, would require that refund.  Mirant Corp.
filed exceptions to the ALJ's non-final decision, and the FERC
has not issued a final order.  In addition to the potential
refund liability, various disputes have arisen between PG&E, the
CAISO and the Debtors concerning the other costs to be charged
for the years 2003 through 2005 and certain other RMR matters
asserted in PG&E's proofs of claim in the Debtors' Chapter 11
cases.

F. Clayton Act Action

The Attorney General filed People of the State of California ex
rel. Bill Lockyer, et al. v. Mirant Corporation, et al., Case No.
C-02-1787 on April 15, 2002, in the U.S. District Court for the
Northern District of California.  In the Clayton Act Action, the
Attorney General asserts that certain Debtors, including Mirant
Delta and Mirant Potrero, violated Section 7 of the Clayton Act
-- 15 U.S.C. Section 18 -- and California's Unfair Competition
Act, Section 17200 et seq. of the California Business and
Professions Code, in connection with the purchase and continued
ownership by Mirant Delta and Mirant Potrero of the Pittsburg,
Contra Costa and Potrero power plants from PG&E.  The complaint
seeks money damages and divestiture of the plants.  The
California District Court dismissed the Attorney General's claims
for money damages, finding that the damages were preempted by the
Federal Power Act.  The California District Court also stayed the
claims seeking divestiture pending the outcome of the Debtors'
Chapter 11 proceedings.  The Ninth Circuit Court of Appeals
dissolved the stay and ruled that the action was exempt from the
automatic stay as a police powers enforcement case.  The Attorney
General is expected to appeal the dismissal of its claims for
money damages on the entry of a final judgment by the California
District Court.

G. Ancillary Services Action

The Attorney General also filed People of the State of California
ex rel. Bill Lockyer, et al. v. Mirant Corporation, et al., Case
No. CGC-02-405429, on March 11, 2002, which was later removed to
the California District Court, alleging violations of the UCL as
a result of MAEM's provision of ancillary services in the
California Energy Markets.  The First UCL Action was dismissed by
the District Court on the grounds that it is preempted by the
FPA.  The District Court's dismissal was affirmed by the Ninth
Circuit Court of Appeals on July 6, 2004, and the Attorney
General has filed for reconsideration of that decision, and the
Ninth Circuit denied that motion on October 29, 2004.  The
Attorney General has petitioned for certiorari with the United
States Supreme Court.

H. Filed Rate Action

People of the State of California ex rel. Bill Lockyer, et al. v.
Mirant Corporation, et al., Case No. CGC-02-406461, was filed by
the Attorney General on April 9, 2002, and was later removed to
the California District Court, alleging that the market based
system adopted by the FERC in California violated the FPA and
certain violations of the UCL as a result of MAEM's activities in
the California Energy Markets, including MAEM's purported failure
to properly report market rates and other transactions to the
FERC.  The Second UCL action has been dismissed by the District
Court on the grounds that it too is preempted by the FPA.  The
Ninth Circuit Court of Appeals affirmed the California District
Court's order dismissing the Second UCL Action on October 12,
2004.

I. Commodities Action

People of the State of California ex rel. Bill Lockyer, et al.
v. Mirant Corporation, et al., Case No. CGC-04-433922, was filed
by the Attorney General on August 18, 2004, and was later removed
to the California District Court.  The Third UCL Complaint
alleges that certain Mirant Parties violated the UCL and certain
other California laws by engaging in unjust and illegal trading
practices during the California energy crisis.  The Debtors moved
to dismiss the Third UCL Complaint, but no hearing has been set
before the District Court with respect to the motion.

J. Attorney General FERC Actions

The Attorney General also asserted various causes of action at
the FERC alleging various forms of misconduct by certain Debtors
at least from January 1, 2000, through June 20, 2001.  Included
among the AG FERC Actions is a complaint filed on March 20, 2002,
at the FERC against certain of the Debtors and various other
market participants under Section 205 or Section 206 of the FPA
which alleges, among other things, that public utility sellers
who had made sales to CERS and into the PX and CAISO markets
violated the FPA by failing to properly report and file their
rates with the FERC.  The FERC dismissed that complaint, and in
September 2004, the Court of Appeals for the Ninth Circuit
reversed that dismissal.  The Ninth Circuit ordered that the
proceeding be remanded to the FERC, creating the possibility that
the FERC could order refunds for transactions occurring before
the October 2, 2000, to June 20, 2001, period addressed in the
FERC Refund Proceedings and for transactions outside the PX and
CAISO markets.  MAEM and others have sought reconsideration of
the Ninth Circuit's decision.

                       Settlement Agreement

Pursuant to the Settlement Agreement, MAEM will assign to the
Settling Participants the outstanding MAEM Receivables, estimated
at $283,231,269 -- which reflects the "soft cap" adjustments
directed by the FERC of $36,691,563.  In addition, MAEM will
assign to the Settling Participants any recoveries on account of
its "Fuel Cost Allowance" claims from Non-Settling Participants,
as well any rights the Debtors may have to receive refunds from
CERS as a result of the FERC Refund Proceedings.  The transfers
would be free and clear of all claims, interests, including
liens, and encumbrances pursuant to Section 363(f) of the
Bankruptcy Code.

If the Settlement Agreement has not become effective and the
assignment of the MAEM Receivables has not occurred prior to the
deadline for voting on a Plan of Reorganization, then so long as
no Termination Event has occurred, the California Parties, for
purposes of voting and feasibility, will share an allowed secured
claim under Section 506(a) based on their right to have the MAEM
Receivables assigned to them under the Settlement Agreement.  The
secured claim would be satisfied in full by the assignment of the
MAEM Receivables to the California Parties.  The California
Parties will determine through the "Allocation Matrix" how the
Settling Participants are to share the MAEM Receivables.

            Aggregate Allowed Unsecured Claim at MAEM

The California Parties will collectively share an "Aggregate
Allowed Claim" of $175 million against MAEM, which will be
allowed as a prepetition general unsecured claim.  The California
Parties will allocate that claim as they may agree among
themselves.  Pending the California Settlement becoming
effective, and so long as no Termination Event has occurred, the
allowed claim will be used for purposes of voting and feasibility
with respect to the any contemplated plan of reorganization
pertaining to MAEM, in lieu of other claims filed by the
California Parties.

The California Parties estimate that, excluding duplicative
claims, they hold greater than 90% of the claims at issue in the
FERC Refund Proceedings related to the California electricity
markets.  Additional Settling Participants opting into the
California Settlement pursuant to its terms would further reduce
the remaining exposure.  The California Parties have assumed the
risk of any liability imposed on the Debtors for refunds in the
FERC Refund Proceeding for transactions in the PX or CAISO
markets during the Refund Period for which the Debtors would
retain the risk of potential refunds.  The Debtors also retain
the risk of potential refunds related to bilateral transactions
with parties who are not California Parties.

                       Certain FERC Matters

The California Parties will withdraw their protests to the
proposed Trading Practices Settlement and will support the
approval by the FERC of the Trading Practices Settlement as
proposed by the Debtors and the FERC Trial Staff without
modification or condition.  If approved by the FERC and the
Court, the Trading Practices Settlement would result in payment
by MAEM to the FERC of $332,411, and the FERC having an allowed
prepetition unsecured claim against MAEM of $3.67 million.

The Trading Practices Settlement is already pending before the
FERC for its approval.

                        CERS Allowed Claim

The Debtors will settle various invoice disputes with CERS on
account of bilateral sales made by MAEM to CERS by agreeing to
provide CERS with an allowed unsecured claim against MAEM in the
amount of $2,250,000.

Prior to the California Settlement becoming effective, and so
long as no Termination Event has occurred, that amount would also
apply for voting and feasibility purposes with respect to the
Plan.

                   PG&E RMR and Related Claims

To settle the RMR Disputes and other disputes with PG&E, PG&E
would receive releases of certain California Debtor claims in
PG&E's Chapter 11 case, as well as:

   (a) RMR Claim

       An allowed, prepetition, unsecured claim against Mirant
       Delta in the amount that will produce a distribution of
       $43 million payable in cash or securities to be issued
       under a plan of reorganization applicable to Mirant Delta.
       PG&E will be entitled to vote the allowed amount of the
       RMR Claim and the allowed amount of the RMR Claim will be
       considered for determining feasibility of that plan of
       reorganization.

   (b) SO2 Claim

       An allowed prepetition unsecured claim against Mirant
       Delta in the amount that will produce a distribution of
       $20 million payable in cash or securities issued under a
       plan of reorganization applicable to Mirant Delta.  PG&E
       will be entitled to vote the allowed amount of the SO2
       Claim and the allowed amount of the SO2 Claim will be
       considered for determining feasibility of that plan of
       reorganization.

   (c) CC8 Asset Transfer and Alternative $70 million or $85
       million Payment

       Mirant Delta will satisfy the balance of the California
       Settlement obligations to PG&E by either:

       -- transferring to PG&E the "CC8 Assets" -- the
          unconstructed power plant facility, equipment, land,
          permits and related assets in the process of
          development; or

       -- paying through an escrow the "CC8 Alternate
          Consideration" -- $70 million in cash and plan
          securities except under certain circumstances, in which
          case the amount increases to $85 million.

       The CC8 Asset transfer requires CPUC approval, and is
       complicated by various permitting issues and by the
       difficulties inherent in separating the CC8 Assets from
       the adjacent, currently existing Contra Costa Power Plant.
       For voting and feasibility purposes, in connection with a
       Mirant Delta plan of reorganization PG&E will have an
       allowed claim in an amount equal to the applicable amount
       of the CC8 Alternate Consideration.

   (d) Existing Plant Option Agreement

       PG&E will have separate options to purchase (i) the
       existing Mirant Delta Pittsburg Power Plant, and (ii) the
       existing Mirant Delta Contra Costa Power Plant, under an
       Option Agreement to be negotiated as a future Implementing
       Agreement on or before April 30, 2005.

       Each option is exercisable only when Mirant Delta
       "retires" the subject existing plant from service.  While
       the terms of the option have not been finalized, the
       option price is expected to be equal to amounts for
       capital additions made at the subject plant that have not
       been fully recovered through RMR Agreements.

   (e) Wraparound Agreements

       Mirant Delta and Mirant Potrero executed a one-year
       agreement with PG&E, the "First Wraparound Agreement,"
       which was approved by the Court on January 14, 2005,
       independent of the Settlement Agreement, as well as a
       longer-term Second Wraparound Agreement -- or Follow-Up
       Wraparound Agreement -- for the years 2006 through 2012
       that is attached to the Settlement Agreement.

       The Wraparound Agreements entitle PG&E to dispatch and
       receive the output of those units of the Mirant Delta
       Power Plant that are designated annually by the CAISO as
       RMR units under the applicable RMR Agreements.  The
       Wraparound Agreements also allow PG&E to designate units
       of the Mirant Potrero Power Plant as meeting resource
       requirements set by the CPUC, but not to dispatch them.
       Those units will be designated by Mirant Delta and Mirant
       Potrero as Condition One under the RMR Agreements, and
       PG&E will pay Mirant Delta and Mirant Potrero the
       difference between the rates paid by the CAISO under
       Condition One and those paid under Condition Two, with the
       Condition Two annual rates being based on the annual rates
       in effect during 2004 reduced by $5 million.  The rates
       will remain in effect through 2008, allowing Mirant Delta
       and Mirant Potrero to avoid annual rate filings otherwise
       required under the RMR Agreements.

                  Conduct/Cooperation Agreements

Certain Debtors also agreed to comply with the FERC's market
behavior rules and the CAISO tariff provisions, and are also
undertaking cooperation obligations with respect to the
litigation of the California Parties against other generators and
other third parties.

                Settling Parties Execute Releases

The Settlement Agreement will resolve all claims against the
Debtors and their Related Parties by the Settling Participants,
and all claims against the Settling Participants and their
Related Parties by the Debtors, for damages, refunds,
disgorgement of profits, revocation of market-based rate
authority, or other monetary or non-monetary remedies, in the
FERC Refund Proceedings, the FERC Long-Term Contract Proceeding,
the FERC Gaming Proceeding, the FERC RMR Proceedings, the FERC
MBR Proceedings, which include the Adversary Proceedings, and to
the specified extent in the Bankruptcy Proceedings, in each case
during the Settlement Period, except for claims in the FERC RMR
Proceedings, which are released through September 30, 2004.  In
addition, the Settlement Agreement terminates all FERC
investigations against the Debtors insofar as they relate to
alleged conduct, acts or omissions by any Debtor.

The Settling Participants agree, to the extent their claims are
settled by the Settlement Agreement, to withdraw their proofs of
claim with prejudice.  Additional Settling Participants,
including the CAISO through the CAISO Side Letter, are expected
to opt-in to the California Settlement.  Additional Settling
Participants will provide substantially the same releases to the
Debtors as the California Parties.

              Avoiding Power Releases by the Debtors

The Debtors release certain claims and rights against the
California Parties, including (a) any and all avoidance claims
under Sections 542, 544, 545, 547, 548, 549, 550 and 553, (b) any
rights to subordinate the claims of any of the California Parties
under Section 510(c), and (c) any rights to object to the claims
of the California Parties under Section 502(d).

                           SO2 Credits

After the California Settlement becomes effective, Mirant Delta
and Mirant Potrero will own their SO2 credits free of the prior
disputes with PG&E over whether or not the pollution credits were
mistakenly transferred by PG&E to Mirant Delta and Mirant Potrero
in connection with PG&E's sale of the Mirant Delta Power Plants
and Mirant Potrero Power Plants.

                  Allowed Administrative Claims

Pursuant to the Settlement Agreement, MAEM will remain obligated
for any PX wind-up expenses associated with PX work performed
prior to the Settlement Effective Date, as may be determined in
FERC Docket Nos. ER02-2234, et al., and those amounts will not
constitute a part of the MAEM Receivables or be deductible from
the MAEM Receivables, and will be entitled to treatment in the
Bankruptcy Proceedings as an allowed administrative expense claim
under Section 503(b) of the Bankruptcy Code without the need to
file a request for payment under Section 503(a).  In addition, if
any part of the Estimated Receivables is paid to the Mirant
Parties after the Execution Date, then the Debtors receiving the
Estimated Receivables will pay an equal amount, plus associated
interest at the FERC Interest Rate, into the "Refund Escrow", or
other escrow fund as the California Parties may designate, within
two business days after the Settlement Effective Date.  That
obligation of the Debtors will be entitled to treatment in the
Bankruptcy Proceedings as an allowed administrative expense claim
under Section 503(b) without the need to file a request for
payment.

               Other Accommodations for the Debtors

The FERC Refund Proceedings involve a fuel cost audit, which
would likely cost Debtors $2 to 3 million.  Under the Settlement
Agreement, the California Parties will reimburse the Debtors for
the costs incurred after January 14, 2005, if the California
Settlement becomes effective.  The Wraparound Agreements set the
rates to be received for generating units on RMR status through
2008, avoiding the cost and uncertainty of the annual rate
filings at the FERC otherwise required under the RMR Agreements.

Moreover, Mirant Delta and Mirant Potrero would be provided
substantial protection during the term of the Wraparound
Agreements for regulatory "regime changes" that could negatively
impact Mirant Delta's and Mirant Potrero's RMR revenue stream.

                No Release of Intercompany Claims

Although the California Settlement contains releases among the
Debtors, on the one hand, and the California Parties, on the
other, the California Settlement does not release or otherwise
affect claims by and among the Debtors.  Notwithstanding anything
to the contrary in the Settlement Agreement, the Agreement is not
intended to affect obligations between or among any of the
Debtors.

              Parties Stipulate to Implement Settlement

To fully implement the Settlement Agreement, the parties are
required to withdraw certain proofs of claim filed against the
Mirant Parties, dismiss certain objections thereto and otherwise
dismiss certain litigation pending in the Bankruptcy Court.
Judge Lynn approves the parties' stipulation.

Thus, 66 proofs of claim are withdrawn with prejudice and deemed
satisfied.  The 66 claims are therefore expunged.

The Mirant Parties, the California Parties, the FERC and SWP, as
an additional settling participant, will enjoy all of the allowed
claims and rights under the Settlement Agreement and in the
related Implementing Agreements.

As a result of the withdrawal of the proofs of claim, the Mirant
Parties withdraw their objections to the claims with prejudice.

San Diego Gas & Electric Company also withdraws its proof of
claim.  The Mirant Parties and the Official Committee of
Unsecured Creditors' objections to SDG&E's proof of claim are
therefore moot.

The California Parties, the FERC, the CAISO and SWP withdraw
their motions to withdraw the reference with prejudice.

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: Defends Plan's Unimpaired Treatment of MAGi Notes
--------------------------------------------------------------
As reported in the Troubled Company Reporter on May 12, 2005, the
Official Committee of Unsecured Creditors of Mirant Americas
Generation, LLC, told the U.S. Bankruptcy Court for the Northern
District of Texas that the First Amended Disclosure Statement is a
confusing, incomprehensible and incomplete description of a
proposed scheme to reorganize Mirant Corporation and its
debtor-affiliates.  

Among other things, the MAGi Committee wants the Disclosure
Statement to state what efforts were made to include the MAG
Long-term Notes within the debt of New MAG Holdco, what financing
alternatives, if any, were considered, what alternatives were
available to put the MAG Long-term Notes in the same class as
other MAGI debt, and why those alternatives were rejected.

The MAGi Committee complained that the secured exit facility will
leave MAGi over-leveraged, unable to service its debt going-
forward, and without any protection against post-Effective Date
asset transfers or defaults at the New MAG Holdco level.  Efforts
by the Debtors to point to the Exit Facility as funding to cover
cash flow shortfalls at MAGi post-bankruptcy are disingenuous at
best.  The sole purpose of the Debtors' financing structure, the
MAGi Committee believed, is to put new creditors who will
facilitate transfers of MAGi value to Mirant creditors, ahead of
the interests of MAGi creditors.  No provision has been disclosed
by the Debtors as to the availability of this Exit Facility to
support MAGi post-bankruptcy because none exist.

If a true merger or consolidation is proposed, the MAGi Committee
contend that reinstatement of the MAG Long-term Notes is not
possible because pursuant to Section 801 of the MAGi note
indenture, which applies to each series of MAGI notes, all of the
MAGi subsidiaries, including New MAG Holdco, will need to assume
the obligations of the Indenture.

                          Debtors Respond

The Debtors want to address the issue of whether the class of
long-term notes claims against Mirant Americas Generation, LLC,
is left unimpaired by the Plan.

Michelle Campbell, Esq., at White & Case, LLP, in Miami, Florida,
asserts that the Objections are based on a misplaced and
seemingly deliberate misleading mischaracterization of the terms
of the Indentures and the Plan and the law concerning impairment.
The Objections, Ms. Campbell observes, only vaguely refer to the
alleged offending Plan provisions as they relate to applicable
Indenture covenants and lack the detailed analysis required to
determine whether the Plan complies with the express terms of the
Indentures.

The Debtors acknowledge that the Indentures contain restrictions
on debt incurrence, lien incurrence and asset transfers, among
others.  But, when each particular Plan provision is analyzed
with specificity against the Indenture restrictions, it becomes
patently clear that the Plan complies in all respects with the
terms of the Indentures as required by Section 1124 of the
Bankruptcy Code, Ms. Campbell points out.  This result should not
surprise anyone, Ms. Campbell says, as the Debtors were aware
fully of the terms of the Indentures when formulating the Plan
and painstakingly compared each and every Plan provisions to the
Indentures to ensure that the Plan would "unimpair" the MAG Long-
term Noteholders.

Additionally, Ms. Campbell notes that the Plan:

    -- cures all monetary defaults under the Indentures and the
       Notes;

    -- reinstates the maturity of the MAG Long-term Notes;

    -- compensates the holders of the MAG Long-term Note Claims
       for any damages incurred in reliance on acceleration
       provisions; and

    -- leaves unaltered the legal, equitable, and contractual
       rights of the holders of these claims.

The Debtors, therefore, believe that the Plan, on its face, meets
the test of Section 1124(2) with respect to the class of MAG
Long-Term Note Claims.

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: Selling Gas Turbines to Mitsubishi Power for $23MM
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates own two M501F
combustion turbine generators and auxiliaries in Wyandotte,
Michigan, and one steam turbine generator and auxiliaries located
in Nagasaki, Japan.  The Debtors, including Mirant Wyandotte, LLC,
purchased these gas turbines as part of their generation capacity
growth strategy.

As a result of a downturn in the merchant energy sector and the
need to focus on liquidity, the Debtors suspended construction on
these projects and marketed the Turbines for sale.  The Debtors
retain PennEnergy, Inc., as marketer and broker.  PennEnergy was
authorized to engage Thomassen Amcot International as a sub-
broker to assist PennEnergy in locating potential buyers of the
Equipment.

A number of interested parties approached the Debtors to discuss
the potential acquisition of the Turbines, but only Mitsubishi
Power Systems, Inc., the original manufacturer of the Turbines,
emerged as a serious acquirer.

On May 19, 2005, the Debtors and Mitsubishi Power entered into an
agreement for the purchase and sale of the Turbines, subject to
higher or otherwise better offers.  

                     Terms of the Agreements

The Debtors will sell the Turbines to Mitsubishi Power for
$23,000,000, subject to certain adjustments.  

Mitsubishi Power provided the Debtors $690,000 in earnest money
deposited in an escrow account.  If the Debtors terminate the
Agreement due to a material breach by Mitsubishi Power, the
Debtors will retain the Deposit Escrow Amount as their sole and
exclusive remedy.

The Debtors will seek Court approval of competitive bidding
procedures on or before June 10, 2005.

Mitsubishi Power is currently in negotiations with a third-party
purchaser who is interested in buying the Turbines.  Robin E.
Phelan, Esq., at Haynes & Boone, in Dallas, Texas, explains that
the third-party purchaser will only acquire the Turbines if they
are accompanied with the manufacturer's warranty, which only
Mitsubishi Power can give.  In addition, the third-party
purchaser has advised Mitsubishi Power that it must acquire the
Turbines on an expedited basis to complete a time-sensitive power
plant project.  Specifically, the third-party purchaser must be
able to acquire the Turbines from Mitsubishi Power by no later
than July 13, 2005, or that transaction may unwind.  If that deal
unwinds, then Mitsubishi Power will have no commercial use for
the Turbines.  Thus, Mr. Phelan says, a speedy resolution of the
auction process is necessary for the Debtors' sale to Mitsubishi
Power Power.

Additionally, if despite the exercise of commercially reasonable
efforts Mitsubishi Power is unable to sell the Turbines to the
third-party purchaser by July 29, 2005, Mitsubishi Power may
terminate the Agreement and pay the Debtors a $450,000
termination fee.

                     Proposed Bid Procedures

Only qualified bidders may submit bids for the Turbines or
otherwise participate in the Auction.  Qualified Bidders are
those entities who have delivered:

   (a) an executed confidentiality agreement in form and
       substance satisfactory to the Debtors and Mitsubishi Power
       and consistent with prior agreements between the parties;

   (b) financial disclosure acceptable to, and as requested by,
       the Debtors, in their sole discretion, which information
       will demonstrate the financial capability of the potential
       bidder to consummate the Asset Sale;

   (c) evidence that the potential bidder has the internal
       authorizations and approvals necessary to consummate the
       Asset Sale without the consent of any entity that has not
       already been obtained; and

   (d) an earnest money deposit in the form of a fully executed,
       irrevocable letter of credit issued to the Debtors or a
       cashier's check made payable to the Debtors, each as is
       satisfactory to the Debtors in their sole discretion, or
       cash, equal to 3% of the Proposed Consideration in the
       form of a deposit into an escrow account on the terms
       substantially similar to those set forth in the Deposit
       Escrow Agreement.  If the potential bidder delivers a
       letter of credit to the Debtors, the letter of credit must
       meet the requirements of the Bid Procedures.

Any Qualified Bidder who desires to make a competing offer for
the Turbines must submit a written copy of its bid to the
Debtors.  To constitute a qualified competing bid:

   (a) the bid must include an executed definitive purchase
       agreement, which will be for the purchase of the Turbines,
       and will contain terms and conditions substantially
       comparable to those contained in the Agreement and must
       be marked to show amendments and modifications to the
       Agreement including price and terms.  All amendments or
       modifications to the proposed Agreement that are contained
       in the Marked Agreement must be "red lined" against the
       Agreement to be enforceable against the Debtors;

   (b) the Marked Agreement must provide for total consideration
       to the Debtors of not less than $24,150,000, exclusive of
       any post-closing adjustments that do not guarantee
       additional consideration to the Debtors' estates;

   (c) the Marked Agreement must not be conditioned on the
       bidder's ability to obtain financing or the outcome
       of unperformed due diligence by the Qualified Bidder;

   (d) the Marked Agreement must not request or entitle the
       bidder to any topping fee, expense reimbursement,
       termination fee or similar type of payments;

   (e) the Marked Agreement must be accompanied by a letter
       affirmatively:

       1. setting forth the identity of the Qualified Bidder, the
          contact information for the bidder, and full disclosure
          of any affiliates or insiders of the Debtors involved
          in the bid;

       2. stating that the Qualified Bidder offers to purchase
          the Turbines on the terms and conditions set forth in
          the Marked Agreement;

       3. summarizing the proposed consideration the Qualified
          Bidder proposes to pay under the Marked Agreement;

       4. stating the aggregate value of the consideration the
          Qualified Bidder proposes to pay under the Marked
          Agreement;

       5. stating the form of the Deposit made by the Qualified
          Bidder; and

       6. further providing that the offer and any subsequent
          Overbid will be binding and irrevocable until the
          closing of the Asset Sale.

The Bid materials must be received on or before June 22, 2005, at
4:00 p.m. Prevailing Eastern Standard Time.

The proposed date for the Auction will be June 27, 2005, at 10:00
a.m. Prevailing Eastern Standard Time at the Miami offices of
White & Case LLP, or other place as the Debtors may designate.

At the Auction, the Debtors will:

   (a) review each Qualified Bid or Overbid on the basis of
       financial and contractual terms and the factors relevant  
       to the sale process, including those factors affecting
       the speed and certainty of consummating the sale and any
       obligations of the Debtors with respect to the Bid
       Protections; and

   (b) identify, in their reasonable discretion, which Qualified
       Bid or Overbid constitutes the highest or otherwise best
       bid for the Turbines at the Auction.

At the conclusion of the Auction and after the review and
consideration, the Debtors will inform each of the Qualified
Bidders of the decision regarding who is a Successful Bidder.  
The second highest or otherwise best bid for the Turbines will
remain open and irrevocable until the earlier of the closing of
the Asset Sale or 60 days after entry of the Approval Order.

If for any reason a Successful Bidder fails to consummate the
purchase of the Turbines, or any part thereof, the Second Highest
Bidder will be deemed to have automatically submitted the highest
and best bid.  The Debtors are authorized to effect the sale of
the Turbines to the Second Highest Bidder in their sole
discretion.

                         Bid Protections

In recognition of Mitsubishi Power's expense of time, energy and
resources, and the benefits of securing a stalking horse or
opening bid, the Debtors agree to provide customary bid
protections to Mitsubishi Power.

The Debtors propose to pay Mitsubishi Power a $690,000 topping
fee if they sell the Turbines to a Third-Party and reimburse up
to $450,000 in reasonable and documented out-of-pocket costs and
expenses Mitsubishi Power incurred in connection with the Asset
Sale.

The Expense Reimbursement will also be payable to Mitsubishi
Power if the Agreement is terminated by Mitsubishi Power due to a
material breach by the Debtors.

The Topping Fee and Expense Reimbursement will be payable to
Mitsubishi Power on the closing of a sale and from the first
proceeds thereof by the Debtors to a Third-Party, provided,
however, that the Agreement has not been terminated by the
Debtors due to a material breach by Mitsubishi Power.

Mr. Phelan informs Judge Lynn that Mitsubishi Power is unwilling
to commit to holding open its offer to purchase the Turbines
under the terms of the Agreement unless the Bid Procedures Order
authorizes payment of the Topping Fee and Expense Reimbursement.  
Absent the Bid Protections, the Debtors may lose the opportunity
to obtain what they believe as highest and best, and perhaps the
only, available offer for the Turbines.

To the extent that any taxing authority seeks to impose a
Transfer Tax in connection with the Asset Sale, Mr. Phelan
believes the Asset Sale should be exempt pursuant to Section
1146(c) of the Bankruptcy Code.

According to Mr. Phelan, a sound business reason exists for the
Asset Sale.

The Debtors ask U.S. Bankruptcy Court for the Northern District of
Texas to approve:

   (a) the bid procedures of the proposed sale;

   (b) the payment of an expense reimbursement and topping fee;

   (c) the terms and conditions of the purchase and sale
       agreement and the related transactions; and

   (d) the sale of the Turbines free and clear of liens, claims,
       encumbrances and interests to Mitsubishi Power or to other
       party or parties submitting the highest or otherwise best
       bid at an auction.

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)


MSX INT'L: Weak Credit Measures Cue S&P to Junk $205.5 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on MSX International Inc., a provider of engineering
services and human capital management services to the automotive
industry, to 'B-' from 'B'.

At the same time, the rating on MSX's $75.5 million of 11% senior
secured notes, with a second lien, were lowered to 'CCC+' from
'B-', and the rating on its $130 million of senior subordinated
notes was lowered to 'CCC' from 'CCC+'.  The outlook is negative.

The downgrade reflects MSX's continuing weak credit protection
measures, which provide little cushion within the company's
financial plan against underperformance.  Standard & Poor's is
concerned that, should the appetite of large automotive
manufacturing customers for outsourced services such as MSX's
wane, or should revenues and cash flow from new business
opportunities fail to materialize for the company in the near
term, MSX may be challenged to refinance intermediate-term debt
maturities and renew its unrated revolving credit facility
expiring in 2006.

While automakers' monthly production and sales levels are not a
direct driver of MSX's performance, performance pressures on these
automakers, Ford Motor Co. in particular, can hurt the company.
MSX's cost-side initiatives have enabled it to maintain margins
despite declining revenues in recent years; however, the company's
credit profile is characterized by persistently high leverage
because it generates a limited amount of cash for debt reduction.

"The ratings on Southfield, Michigan-based MSX reflect the
company's weak financial profile and participation in cyclical and
competitive markets," said Standard & Poor's credit analyst Nancy
C. Messer.  MSX had total balance sheet debt of $255 million as of
April 3, 2005.

MSX, which provides engineering services, human capital management
services, and other collaborative services to U.S. automakers,
generates revenues from design and product development activities
rather than production volumes.  However, its automotive revenues
have been eroded by severe competition among original equipment
manufacturers, which has led customers to reduce contract-staffing
levels such as those provided by MSX.  Notably, Ford, which
accounted for 36% of the company's 2004 revenues, is experiencing
a persistent negative market share trend.

MSX's revenues from continuing operations have declined 38% from a
peak in 2000 because of weak demand and pricing pressures in the
auto market (which provides about two-thirds of sales) as well as
the non-auto market.  To improve profitability in this difficult
operating environment, management has implemented a focused
business strategy.  MSX has already exited certain unprofitable
markets, and it plans to divest two underperforming businesses
-- the European engineering and staffing business and the Italian
technical and commercial publishing business -- in the near term.

The divestitures should generate modest proceeds for debt
reduction.  MSX's ongoing marketing initiatives aim to diversify
the revenue base away from the Detroit-based OEMs, but it is
unclear when or how much the company will benefit from these
efforts.


NEW CENTURY: Moody's Reviews Class B Certificates' Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade thirty-three certificates from eighteen deals originated
by New Century Mortgage Corporation.  The transactions, issued in
1999-2000, are backed by first lien adjustable- and fixed-rate
subprime mortgage loans.  The certificates are being placed on
review for upgrade based on the level of credit enhancement
provided by the excess spread, overcollateralization and
subordination.  The projected pipeline losses are not expected to
significantly affect the credit support for these certificates.
The seasoning of the loans and low pool factor reduces loss
volatility.

The most subordinate classes from Morgan Stanley Dean Witter
Capital I Inc, Series 2001-NC1 and CWABS, Inc, Series 2001-CB1
deals are placed on review for possible downgrade.  The review was
prompted by existing credit enhancement levels being low given the
current projected losses on the underlying pools.  The
transactions have taken losses and pipeline loss could cause
eventual erosion of the overcollateralization.

Moody's complete rating actions are:

Review for upgrade:

Issuer: Salomon Brothers Mortgage Securities VII

   * Series 1999-NC3; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC3; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 1999-NC4; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 1999-NC5; Class M2, current rating A2, under review
     for possible upgrade

Issuer: ABFC 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

   * Class M3, current rating Baa2, under review for possible
     upgrade

Issuer: New Century Home Equity Loan Trust

   * Series 2000-NC1; Class M2, current rating A2, under review
     for possible upgrade.

   * Series 2002-1; Class M2, current rating A2, under review for
     possible upgrade

   * Series 2002-1; Class M3, current rating Baa2, under review
     for possible upgrade

   * Series 2002-1; Class M4, current rating Baa3, under review
     for possible upgrade

Issuer: PaineWebber Mortgage Acceptance Corp IV, Series 2000-HE1

   * Class M1, current rating Aa2, under review for possible
     upgrade

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC3; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2001-NC4; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-NC4; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-NC4; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MASTR Asset Securitization Trust 2002-NC1

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: GSAMP 2002-NC1 Trust

   * Class M1, current rating Aa2, under review for possible
     upgrade

   * Class M2, current rating A2, under review for possible
     upgrade

Issuer: Asset Backed Securities Corporation

   * Series 2002-HE1; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE1; Class M2, current rating A2, under review
     for possible upgrade

   * Series 2002-HE2; Class M1, current rating Aa2, under review
     for possible upgrade

   * Series 2002-HE2; Class M2, current rating A2, under review
     for possible upgrade

Issuer: MESA Trust

   * Series 2001-1; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-1; Class B, current rating Ba2, under review for
     possible upgrade

   * Series 2001-3; Class M, current rating Baa2, under review for
     possible upgrade

   * Series 2001-3; Class B, current rating Ba2, under review for
     possible upgrade

Review for downgrade:

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC1; Class B1, current rating Baa3, under review
     for possible downgrade

Issuer: CWABS, Inc

   * Series 2001-BC1, Class B2, current rating Baa2, under review
     for possible downgrade


NEW WEATHERVANE: Court Okays Stipulation Settling Escrow Dispute
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation among:

   * New Weathervane Retail Corporation and its debtor-affiliates;

   * the Official Committee of Unsecured Creditors;

   * Wells Fargo Retail Finance II, LLC, as agent for the
     Debtors' prepetition lenders; and

   * Fair Vane Corp., Fairweather Ltd., the purchasers of
     substantially all of the Debtors' assets;

resolving the parties' dispute regarding an escrow agreement.  
That escrow agreement put a portion of the sale proceeds aside
when Fair Vane and Fairweather purchased the Debtors' assets.  

As reported in the Troubled Company Reporter on Feb. 8, 2005, the
Debtors asked the Court to enforce the sale agreement with Fair
Vane Corp.   Fair Vane bought the Debtors' assets including the
majority of its remaining non-residential real property leases for
$2.7 million.  The Court approved the sale on August 3, 2004.  The
Sale closed on August 30, 2004.

The Debtors asked the Court to direct the release a $250,000
Escrow Fund to their estates.  The amount was deposited by the
Debtors to cure payments to landlords under the assumed leases.

Fair Vane sent the Debtors a demand letter in October 2004
alleging breach of representation and warranty and demanded
payment of $944,148.66.  The Debtors say the allegation has no
basis since the assets were sold to Fair Vane on an "as is" basis.

The Debtors urged the Court to enforce the Bid Procedure Order,
the Sale Order and the Bill of Sale and release the Escrow Funds
to New Weathervane.

To resolve the dispute regarding the Escrow Agreement, the parties
agreed that:

   (1) Cohn Birnbaum & Shea P.C., the Escrow Agent, will release
       $75,000 of the Escrow Fund to Fair Vane in full and
       complete resolution of the demands asserted by Fair Vane
       against the Escrow Fund; and

   (2) The Escrow Agent will release $175,000 of the Escrow Fund
       to the Debtors.

Headquartered in New Britain, Connecticut, New Weathervane Retail
Corporation -- http://www.wvane.com/-- was a women's specialty   
retailer.  New Weathervane filed for chapter 11 protection on June
3, 2004 (Bankr. Del. Case No. 04-11649).  William R. Firth, III,
Esq., at Pepper Hamilton LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$28,710,000 in total assets and $24,576,000 in total debts.


NORTHWEST AIRLINES: Fitch Downgrades Trust Certificates
-------------------------------------------------------
Fitch Ratings downgrades six Northwest Airlines enhanced equipment
trust certificate transactions as outlined below.  These rating
changes are a result of the recent downgrade of Northwest Airlines
by Fitch.

On June 1, 2005, Fitch downgraded Northwest Airlines, Inc.'s
(Northwest) unsecured debt rating to 'CCC+' from 'B' and
maintained the Negative Rating Outlook for the issuer.  For more
information, refer to the press release available on the Fitch
Ratings website at http://www.fitchratings.com/ Fitch's EETC  
rating criteria relies on the credit quality of the underlying
obligor and the loan to value of the aircraft collateral
supporting the transaction.

The current ratings account for continued stress on the North
American commercial airline industry and its effect on the value
of collateral supporting these transactions.  In evaluating
collateral impairment, Fitch took into account market supply and
demand as well as vintages for the aircraft portfolio serving as
collateral for each transaction.

Collateral supporting NWA Trust No. 1, NWA Trust No. 2, and
Northwest 1996-1 transactions are subject to greater impairment
assumptions due to their older vintages (ranging from 1979-1996)
and aircraft types (757-200's, 747-200/500's, and older A320's).
These transactions may, however, benefit from the significantly
decreased level of remaining debt being supported by the
aforementioned impaired collateral.

The rating actions are outlined below:

   Northwest Airlines pass-through certificates, series 2003-1

    -- Class D is downgraded to 'CCC+' from 'B'.

   Northwest Airlines pass-through certificates, series 2002-1

    -- Class G-1 and G-2 are affirmed at 'AAA'*;
    -- Class C-1 and C-2 are downgraded to 'B' from 'BBB-'.

       * based on the strength of an MBIA policy

   Northwest Airlines European enhanced equipment trust
   certificates, series 2001-2

    -- Class A is downgraded to 'A-' from 'A';
    -- Class B is affirmed at 'BB-'.

  Northwest Airlines pass-through trusts, series 1996-1

    -- Class A is downgraded to 'BB' from 'BBB-';
    -- Class B is downgraded to 'B-' from 'BB-';
    -- Class C is downgraded to 'CCC+' from 'B+'.

  NWA Trust no.2

    -- Class A is downgraded to 'BBB+' from 'A-';
    -- Class B is downgraded to 'BB' from 'BBB-';
    -- Class C is downgraded to 'B+' from 'BB+';
    -- Class D is downgraded to 'CCC+' from 'B+'.

  NWA Trust no.1

    -- Class A is affirmed at 'BB-';
    -- Class B is affirmed at 'B'.


ON SEMICONDUCTOR: Debt-Protection Measures Cue S&P to Up Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating for Phoenix, Arizona-based ON Semiconductor Corp. to
B+/Stable/-- from B/Positive/--.

"The action recognizes the company's improved debt-protection
measures following a series of debt and equity refinancing actions
in the past several quarters, as well as expectations that
operating profitability, cash flows, and liquidity will remain
near recent levels," said Standard & Poor's credit analyst Bruce
Hyman.  The ratings continue to reflect its still-limited debt-
protection measures and the company's position as a supplier of
commodity semiconductors in a challenging operating environment,
and adequate operating liquidity.

ON Semiconductor is a major supplier of standard logic and analog
integrated circuits and discrete semiconductors, holding mid-
single digits percentage shares of several commodity markets;
industry conditions track the global economy, with little exposure
to any one customer or market.  The company has reduced its
operating costs through relocation to low-cost geographies;
nevertheless, commodity suppliers rarely can capture the savings
over the long term, although these cost reductions contribute to
competitiveness.

The company has refinanced essentially all of its high-coupon
cash-pay debt issues in a series of transactions since 2004, which
has substantially trimmed its once-onerous interest burden. EBITDA
interest coverage is now about 3x, and is likely to remain in that
area over the intermediate term.  Debt levels (including
capitalized operating leases and tax-adjusted pensions) remain
high, at $1.3 billion or nearly 5x the past 12 months' EBITDA, and
are unlikely to decline materially over the near to intermediate
term.  Still, this marks an improvement from the company's 7x
leverage in 2003, or 9x in 2002.

Capital expenditures are modest, about 7% of sales or $17 million
in the March 2005 quarter, and indicative of likely expenditures
in the future.  Resulting free operating cash flows average about
$20 million per quarter, and also are likely to remain modestly
positive.


OWENS CORNING: Selling Ga. Property to Douglas Metal for $550K
--------------------------------------------------------------
Exterior Systems, Inc., Owens Corning debtor-affiliates, owns a
real property located at 2141 Broxton Highway in Douglas, Georgia.  
The Property is comprised of 6.11 acres of land, which includes
two parcels -- one 5.47 acres and another .64 acres.  Situated on
the Five Acre Parcel is a 92,000-square foot manufacturing
facility, at which Exterior previously manufactured specialty-
roofing products.

In late 2002, the Debtors decided to close the Facility as a
result of an uncertain manufacturing housing market and the
Debtors' strategic business decision to exit the specialty-
roofing business.  All activity at the Property has ceased and
the Debtors no longer need or use the Property for their
operations.

Hence, the Debtors decided to sell the Property.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the Debtors marketed the Property by
mailing a marketing brochure to industrial prospects within a
50-mile radius of the Property and listing the Property on:

    * the Georgia Industry and Trade Web site,
    * the Multiple Listing Service, and
    * the local Chamber of Commerce Web site.

The Debtors also listed the Property with the local industrial
authority.

The Staubach Company, the Debtors' Court-approved real estate
brokers, helped in marketing the Property.

As a result, the Debtors received an initial offer from Douglas
Metal Roofing, Inc.  The Debtors and Douglas Metal then entered
into negotiations.  Douglas Metal significantly increased its
proposed purchase price for the Property to the appraised fair
market value of the Property.

The Debtors ask the Court to authorize Exterior Systems, Inc., to
sell the Property pursuant to a Purchase and Sale Agreement
between Exterior and Douglas Metal Roofing, Inc.  The Debtors also
ask Judge Fitzgerald to permit them to pay certain related
property taxes at Closing from the sale proceeds of the Five Acre
Parcel pursuant to Sections 105 and 363 of the Bankruptcy Code.

The salient terms of the Purchase Agreement are:

    1. The purchase price for the Property is $550,000 -- $543,600
       is attributable to the Five Acre Parcel and $6,400 is
       attributable to the One-Half Acre Parcel.  The Agreement
       requires a $5,000 security deposit, which is refundable if
       certain contingencies provided in the Agreement are not
       satisfied or waived by the Debtors.

       In the event that contingencies are satisfied or waived,
       the deposit will be applied to the purchase price.

    2. The assets to be sold includes personal property located in
       the facility.  The personal property will be conveyed "as
       is" without any warranties except warranties relating to
       title.

    3. The Agreement provides for an "Investigation Period,"
       commencing on May 2, 2005, and terminating 30 days after
       the Agreement is approved by the Bankruptcy Court.  During
       the Investigation Period, Douglas Metal, at its expense, is
       entitled to investigate certain matters regarding the
       Property, including:

          (i) the Property's zoning, any applicable use permits or
              any other governmental rules and regulations
              affecting the use of the Property;

         (ii) documents regarding environmental assessment data,
              real property leases, construction contracts,
              management contracts, real property tax bills, soil
              and building reports and engineering data; and

        (iii) the Property's environmental condition.

        During the Investigation Period, Douglas Metal must notify
        Exterior of any reasonable objections that it may have in
        connection with matters relating to zoning and
        entitlements, examination of documents, or environmental
        matters and inspection of the Agreement.

     4. During the Investigation Period, Douglas Metal is entitled
        to review the title commitment.  Douglas Metal may obtain
        a survey of the Property at its sole cost and expense.
        Douglas Metal is required to either approve the commitment
        and survey or notify Exterior of any objectionable items.

     5. Douglas Metal agreed to accept the Five Acre Parcel and,
        if applicable, the One-Half Acre Parcel in an "as is,
        where is" condition.

The parties, according to Ms. Stickles, are aware of a potential
title issue with respect to the One-Half Acre Parcel.  As of
May 18, 2005, Ms. Stickles says, it is unclear whether Exterior
has valid title to the One-Half Acre Parcel.  It appears that the
party that sold the One-Half Acre Parcel to Exterior may have
previously sold the same parcel to a third party.  Ms. Stickles
tells the Court that the Debtors are currently reviewing the
matter but have not completed their analysis.  But the parties
agreed to proceed with the sale of the Five-Acre Parcel.  The
sale of the One-Half Acre Parcel will follow if the title issues
regarding that parcel can be satisfactorily resolved within 12
months of approval of the Agreement by the Bankruptcy Court.

In the event the issues cannot be resolved, the Agreement
provides that the One-Half Acre Parcel will not be sold to
Douglas Metal.

In connection with the Agreement, Exterior and Douglas Metal have
entered into an "access agreement," which entitles Douglas Metal
to enter the Property for the purpose of conducting certain
investigations, including environmental studies and tests, prior
to acquisition of the Property.

Additionally, there are prepetition real and personal property
taxes owed to the Coffee County Tax Commissioner with respect to
the Property totaling $84,799 for which valid liens have been
asserted against the Property.

The Debtors believe that the Purchase Agreement represents a
sound and reasonable exercise of their business judgment and,
accordingly, should be approved by the Court.

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)


PATHMARK STORES: Yucaipa Co. Proposes to Buy 40% of Common Stock
----------------------------------------------------------------
Shareholders of Pathmark Stores Inc. will meet on Thursday,
June 9, 2005, to decide whether to accept an offer from Ron
Burkle, owner of The Yucaipa Cos., to buy a 40% equity stake in
the financially troubled grocer.  

Mr. Burkle extended an offer to Pathmark in March 2005 to invest
$150 million in the grocery chain in exchange for 20 million new
shares at $7.50 each, a package of warrants to buy 10 million
shares at $8.50 each, and 15 million 10-year warrants entitling
him to buy shares at $15 each.  Additionally, the deal proposes
that Yucaipa will control five of 11 seats on Pathmark's board of
directors.  

The investment would allow the company to shed $34 million in debt
and upgrade its stores, the Associated Press reports.  

The Los Angeles Business Journal reports that Lampe Conway & Co.
LLC, a New York-based hedge fund holding a 4.4% equity stake in
Pathmark, intends to vote against Mr. Burkle's offer.  Lampe
complains that Pathmark's not providing enough information about
alternative bids.

Pathmark Stores is a regional supermarket currently operating 142
supermarkets primarily in the New York - New Jersey and
Philadelphia metropolitan areas.  The Company filed for chapter 11
protection on July 12, 2000 (Bankr. Case 00-02963).  The Court
confirmed its prepackaged Plan of Reorganization on Sept. 7, 2004.

The company reported a $2.1 million net loss for the quarter
ending April 30, 2005.  For the fiscal year 2004, the company
suffered a $308 million loss.  As of April 30, 2005, the company
listed $1,254,000,000 in assets and $1,190,000,000 in debts.

S&P currently rates Pathmark's $350 million 8-3/4% Senior
Subordinated Notes due 2012 at CCC+.


RAFAELLA APPAREL: S&P Junks Proposed $160 Million Notes
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
corporate credit rating to Rafaella Apparel Group Inc.

At the same time, Standard & Poor's assigned its 'CCC' rating to
the company's proposed $160 million second-lien notes due 2011.
The outlook on New York, New York-based Rafaella is stable.

Proceeds will be used to recapitalize the company in connection
with Cerberus Capital Management L.P.'s acquisition of a majority
stake in the newly formed company, Rafaella Apparel Group Inc.,
the successor to privately held Rafaella Sportswear Inc.  The
transaction will involve a transfer of assets to the newly formed
company.  The above ratings are subject to Standard & Poor's
review of the final documentation.

The proposed $160 million notes are rated two notches below the
corporate credit rating because of significant amount of secured
bank debt in the capital structure.

Rafaella designs and markets women's casual and career apparel,
primarily tops, skirts, pants, and jackets.  The company
concentrates on these basic products, which have less fashion
risk, and are sold to department stores and specialty stores, off-
price channels, and mid-tier national chains.


REDDY ICE: Extends 8-7/8% Sr. Sub. Debt Tender Offer Until June 24
------------------------------------------------------------------
Reddy Ice Group, Inc., is extending the Expiration Date to its
previously announced tender offer and consent solicitation for its
outstanding 8-7/8% senior subordinated notes due 2011 to 5:00
p.m., New York City time, on June 24, 2005, unless further
extended or terminated.  Reddy Ice will pay the consent payment to
all holders of the Notes who validly tender their Notes prior to
5:00 p.m., New York City time, on June 24, 2005, the new
Expiration Date.

As of 5:00 p.m., New York City time, on June 2, 2005, tenders and
consents had been received with respect to approximately 99.9% of
the outstanding principal amount of the Notes.  The consent
condition has been satisfied with respect to the Notes.  The
Consent Date was 5:00 p.m., New York City time, on April 12, 2005,
and any Notes that were tendered prior to, or that are tendered
after, the Consent Date may not be withdrawn and the related
consents may not be revoked.

Reddy Ice also announced that assuming a Payment Date of June 27,
2005, the first business day after the new Expiration Date, the
Total Consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn prior to the Expiration
Date is $1,117.10.  In addition, each tendering holder of Notes
will be paid accrued and unpaid interest from the last interest
payment date up to, but not including, the Payment Date.  The
Total Consideration was determined based on the formula set forth
in the Offer to Purchase with a Price Determination Date of
April 13, 2005.  The Total Consideration may be higher or lower,
based on this formula, depending on the actual Payment Date.

The Notes are being tendered pursuant to Reddy Ice's Offer to
Purchase and Consent Solicitation Statement dated March 22, 2005,
as amended by the Supplement and Amendment to the Offer to
Purchase and Consent Solicitation Statement, dated April 5, 2005
which more fully sets forth the terms and conditions of the cash
tender offer to purchase any and all of the outstanding principal
amount of the Notes as well as the consent solicitation to
eliminate substantially all of the restrictive covenants and
certain events of default contained in the Indenture.

The tender offer and consent solicitation are subject to the
satisfaction of certain additional conditions, including Reddy Ice
having available funds sufficient to pay the aggregate Total
Consideration from the anticipated proceeds of a new senior credit
facility and from an offering of equity by Reddy Ice Holdings,
Inc. in connection with the initial public offering of its common
stock.  In the event that the tender offer and consent
solicitation are withdrawn or otherwise not completed, the Total
Consideration, including the consent payment, will not be paid or
become payable to holders of the Notes who have tendered their
Notes and delivered consents.

Credit Suisse First Boston LLC is the sole 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 LLC, Liability
Management Group, at (800) 820-1653 (US toll-free) and (212) 538-
0652 (collect).  Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from
the Information Agent for the tender offer and consent
solicitation, Morrow & Co., Inc., at (800) 654-2468 (US toll-free)
and (212) 754-8000 (collect).

Headquartered in Dallas, Texas, Reddy Ice Holdings, Inc., and its
subsidiaries manufacture and distribute packaged ice in the United
States serving approximately 82,000 customer locations in
32 states and the District of Columbia under the Reddy Ice brand
name.  The company is the largest of its kind in the United
States.  Typical end markets include supermarkets, mass merchants,
and convenience stores.  For the last twelve months ended
June 30, 2004, consolidated revenue was approximately
$260 million.

                          *     *     *

Reddy Ice Group's 8-7/8% senior subordinated notes due Aug. 11,
2011, carry Moody's B3 rating and Standard & Poor's B- rating.


SOUPER SALAD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Souper Salad, Inc.
        140 Heimer Road, Suite 400
        San Antonio, Texas 78232

Bankruptcy Case No.: 05-10160

Type of Business: The Debtor operates an all-you-care-to-eat soup
                  and salad bar restaurant chain.
                  See http://www.soupersalad.com/

Chapter 11 Petition Date: June 6, 2005

Court: District of Arizona (Phoenix)

Judge: Chief Judge Sarah Sharer Curley

Debtor's Counsel: Daniel P. Collins, Esq.
                  Collins, May, Potenza, Baran & Gillespie
                  2210 Bank One Center
                  201 North Central Avenue
                  Phoenix, Arizona 85004-0022
                  Tel: (602) 252-1900
                  Fax: (602) 252-1114

Total Assets: $16,115,715

Total Debts:  $50,383,179

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Torys LLP                     Legal                     $565,982
237 Park Avenue
New York, NY 10017-3142

DPI Epicurean Fine Foods      Food                      $308,956
246 South Robson Street
Mesa, AZ 85210

Ecolab Inc.                   Dishwasher                $303,563
370 Wabasha Street North
St. Paul, MN 55102-1390

Barry Feinberg                Stockholder               $275,165
c/o Consolidated Vision Grp.
7255 Crescent Road
Pennsauken, NJ 08110

Donsons Distributing          Food                      $250,396
8001 East 88th Avenue
Henderson, CO 80640

Institutional Jobbers         Food                      $145,444

Diversey Corporation          Dishwasher supplies       $133,303
Americlean Systems

Akin, Gump, Strauss           Legal services             $95,556
Hauer & Feld, LLP

Ropes & Gray                  Legal services             $90,210

BFI Waste Systems of North    Dumpster                   $67,392
America, Inc.

D&R Refrigeration & A/C       Repairs                    $61,687

Shefsky & Froelich Ltd.       Legal services             $61,427

G&K Services                  Linen                      $54,699

Duff & Phelps LLC             Professional services      $35,882

The Wasserstrom Co.           Restaurant equipment       $33,446
                              smallwares

The Ultimate Software Group   Software                   $33,431
Inc.

Coca-Cola Bottling            Beverage                   $27,046

AAA Arcticzona AC&R           Repairs                    $26,815

FG Air Conditioning & Heat    Repairs                    $23,457

Muzak LLC                     Music Support and          $23,021
                              rental equipment


STUDIO INN: Files Plan & Disclosure Statement in M.D. Florida
-------------------------------------------------------------
Studio Inn Westwood FL, LLC, delivered to the U.S. Bankruptcy
Court for the Middle District of Florida its Plan of
Reorganization and accompanying Disclosure Statement on
June 2, 2005.

                        Terms of the Plan

The Plan provides for Studio to continue to operate its hotels.  
However, the Interests of the Reorganized Debtor will be
transferred to a new owner.

The New Owner will purchase 100% of the Interests in the
Reorganized Debtor for $100,000 in capital contributions and
$466,000 in the form of a subordinated loan.  The Purchase Price
will be held in escrow on behalf of the New Owner and released to
the Debtor on the effective date of the Plan.  

As to the Subordinated Loan, the New Owner will be issued PIK
Notes.  The New Owner will be paid 6% annual interest, but only if
Studio has excess cash available for the interest payment.  In the
event that Studio does not have excess cash to pay interest due on
the Subordinated Loan, the interest payment will be added to the
total principal due.  The Subordinated Loan will mature in seven
years.

                Treatment of Claims and Interests

Holders of allowed administrative claims will be paid in full on
the effective date of the plan.  Holders of allowed priority tax
claims will be paid with interest, over a six-year period from the
date of assessment.

RHM Wynfield, LLC, a secured creditor, will be paid in full over
time with interest.  RHM Wynfield's Claim is secured by a mortgage
on the Hotels and RHM will retain its mortgage and liens to the
same extent, validity and priority as existed prepetition.  Studio
estimates RHM's Allowed Secured Claim will total approximately
$7,000,000.  Based on that amount, Studio will make monthly
$41,968.54 payments to RHM.  The remainder of RHM's Allowed Claim
will be treated as an allowed unsecured claim.

Orange County, Florida's tax claim, secured by a tax lien on the
Hotels, will retain its lien to the same extent, validity and
priority as existed prepetition.  Orange County will be paid in
full over time, with interest.

Holders of general unsecured claim will be paid a percentage of
their allowed claims on the Effective Date from the New Capital
contributed by the new owner.

Equity interest holders won't get anything under the plan.

Headquartered in Duluth, Georgia, Studio Inn Westwood FL, LLC,
operates hotels.  The Company filed for chapter 11 protection on
February 2, 2005 (Bankr. M.D. Fla. Case No. 05-00961).  Jimmy D.
Parrish, Esq., at Gronek & Latham LLP represent the Debtor in its
restructuring efforts.  When the Company sought protection from
its creditors, it reported $10 million to $50 million in assets
and debts.


TECO ENERGY: Fitch Assigns BB+ Rating to $100M Senior Notes
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to TECO Energy, Inc.'s
new $100 million issue of senior floating rate notes due May 1,
010.  The notes rank equally with TECO's existing senior unsecured
debt.  The net proceeds of this offering, together with cash on
and, is expected to be used to redeem or repurchase in full the
380 million of 10.5% notes due 2007.  The Rating Outlook of TECO
Energy, Inc. is Stable.

TECO is a holding company that owns electric and gas utilities in
Florida as well as coal, barge, Guatemalan power and other small
operations.  Together, the two regulated utilities are expected to
provide approximately 80% of income in 2005.  Tampa Electric
serves over 625,000 electric customers in West Central Florida and
Peoples Gas System serves over 310,000 gas customers throughout
Florida.


TITAN CORP: Inks $2.65 Billion Merger Pact with L-3 Communications
------------------------------------------------------------------
The Titan Corporation (NYSE: TTN) and L-3 Communications
(NYSE: LLL) entered into a definitive agreement for L-3 to acquire
Titan in an all-cash merger at a price of $23.10 per share.  The
total value of the transaction, including L-3's assumption of
Titan's debt, is expected to be approximately $2.65 billion at
closing.

The transaction, which has been approved by the boards of
directors of each company, is subject to approval by Titan
shareholders, the execution and court filing of definitive
settlements of the litigation described below, government
regulatory reviews and other closing conditions contained in the
merger agreement.  Titan's board of directors is unanimously
recommending that Titan's shareholders approve the transaction.

Dr. Gene W. Ray, Titan chairman, president and chief executive
officer, said, "I am confident that this transaction is in the
best interests of our shareholders, our customers, and our
employees.  During our 24-year history, Titan has grown by
providing our military and government agency customers with
effective, high-quality products, services and solutions tailored
to their specialized and ever-evolving needs.

"This merger with L-3 will create a company with greater resources
and the operational flexibility to offer our customers an even
broader spectrum of innovative systems and quality solutions," he
added.

Concurrently with entering into the merger agreement, Titan
entered into memoranda of understanding to settle securities law
class actions and derivative suits pending in both Federal and
State courts in California and the Delaware Court of Chancery.  
These settlements will become effective after the closing of the
merger and receiving court approvals.  Details of the settlements
may be found in Titan's 8-K to be filed with the SEC.

While no assurances can be made, Titan expects the merger to close
prior to year-end and possibly by the end of the third quarter.

Headquartered in New York City, L-3 Communications --
http://www.L-3Com.com/-- is a leading provider of Intelligence,  
Surveillance and Reconnaissance (ISR) systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

Headquartered in San Diego, The Titan Corporation --
http://www.titan.com/-- is a leading provider of comprehensive  
information and communications systems solutions and services to
the Department of Defense, intelligence agencies, and other
federal government customers. As a provider of national security
solutions, the company has approximately 12,000 employees and
expected revenues for the full calendar year 2005 of approximately
$2.4 billion.

Titan was advised by Lehman Brothers Inc. and Relational Advisors
LLC, each of which rendered a fairness opinion to the Titan Board
of Directors. Willkie Farr & Gallagher LLP served as legal advisor
to Titan on the transaction.

                        *     *     *

Following this announcement, Moody's placed the B2 rating on the
senior subordinated notes of Titan Corporation under review for
possible downgrade and affirmed all the remaining debt ratings of
Titan.

Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings, and 'B' subordinated
rating on San Diego, California-based Titan Corp. on CreditWatch
with positive implications.


TITAN CORP: Postpones Annual Shareholder Mtg. Due to Merger Deal
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) is postponing its annual
shareholder meeting previously scheduled today, June 7, 2005.   
As disclosed, Titan and L-3 Communications Corporation (NYSE: LLL)
have entered into a merger agreement, which shall be voted upon by
the shareholders of Titan at a special meeting on a date to be
announced.

As a result of the proposed merger, Titan will become a wholly
owned subsidiary of L-3, and accordingly, Titan has determined
that its annual shareholder meeting should be postponed pending
shareholder consideration of the proposed merger.

Headquartered in New York City, L-3 Communications --
http://www.L-3Com.com/-- is a leading provider of Intelligence,  
Surveillance and Reconnaissance (ISR) systems, secure
communications systems, aircraft modernization, training and
government services and is a merchant supplier of a broad array of
high technology products. Its customers include the Department of
Defense, Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

Headquartered in San Diego, The Titan Corporation --
http://www.titan.com/-- is a leading provider of comprehensive  
information and communications systems solutions and services to
the Department of Defense, intelligence agencies, and other
federal government customers. As a provider of national security
solutions, the company has approximately 12,000 employees and
expected revenues for the full calendar year 2005 of approximately
$2.4 billion.

Titan was advised by Lehman Brothers Inc. and Relational Advisors
LLC, each of which rendered a fairness opinion to the Titan Board
of Directors. Willkie Farr & Gallagher LLP served as legal advisor
to Titan on the transaction.

                        *     *     *

Following this announcement, Moody's placed the B2 rating on the
senior subordinated notes of Titan Corporation under review for
possible downgrade and affirmed all the remaining debt ratings of
Titan.

Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings, and 'B' subordinated
rating on San Diego, California-based Titan Corp. on CreditWatch
with positive implications.


TITAN CORP: Moody's May Downgrade B2 Rating Following Merger
------------------------------------------------------------
Moody's Investors Service placed the debt ratings of L-3
Communications Corporation ("L-3", senior implied Ba2) under
review for possible downgrade, and lowered the company's
Speculative Grade Liquidity rating to SGL-2 from SGL-1.  

In a related action, Moody's placed the B2 rating on the senior
subordinated notes of Titan Corporation under review for possible
downgrade and affirmed all the remaining debt ratings of Titan.
These rating actions were prompted by the announcement that L-3
had agreed to purchase Titan for $2.65 billion including assumed
debt.  The cash portion of acquisition is expected to be financed
with approximately $2 billion in new debt, cash on hand.

In the rating review, Moody's will:

   * focus on the impact of the acquisition on the company's
     consolidated cash flow metrics and overall financial
     leverage;

   * the integration risk and the amount and timing to realize the
     expected merger synergies; and

   * the final capital structure of the company including the
     relative claims of debtholders within the legal structure of
     the company.

The outcome of this review will consider the actual additional
debt that L-3 will take on for the acquisition and the ability of
L-3 to restore its credit metrics within approximately 18 months,
as well as the company's expected liquidity position after close.

Moody's ratings on L-3's debt considers the company's strong
liquidity position, expectations that the company will continue to
improve margins and operating cash flows during the current period
of substantial sales growth, both organic and related to recent
acquisitions, as well as the L-3's recent record of debt repayment
despite the company's heavy acquisition activity.  On LTM March
2005 revenues of $7.3 billion, L-3 had generated about $917
million of EBITDA and $513 million of free cash flow, before
acquisitions.  This results in lease-adjusted debt-to-EBITDAR of
approximately 2.2 times, and free cash flow representing about 23%
of the company's reported $2.2 billion of debt.

However, according to the company's initial financing plans, the
acquisition of Titan will entail a substantial increase in the
company's debt levels, and will likely result in increased pro
forma leverage.  Moody's estimates Titan's FY 2004 EBITDA at about
$162 million, net of certain non-recurring costs, implying pro
forma leverage in excess of 4 times lease-adjusted debt-to-EBITDAR
resulting from this transaction.

Moody's notes that this acquisition is consistent with L-3's
acquisitive nature.  The company has spent approximately $950
million over the LTM March 2005 period, while averaging between
$500 million and $1.8 billion in acquisitions over the past five
years.  Moody's believes that the Titan acquisition represents a
logical and executable strategic deal for L-3, as Titan's
operations seem to complement L-3's existing operations in the
government contract intelligence, surveillance, and reconnaissance
businesses.  Nonetheless, the Titan acquisition represents the
largest acquisition in L-3's history, which raises concerns about
integration risk, as well as risk relating to possible future
acquisition, particularly if subsequent acquisitions are
undertaken before the company is able to materially reduce the
debt levels that will ensue from the Titan acquisition.

Moody's also lowered L-3's Speculative Grade Liquidity rating to
SGL-2 from SGL-1, reflecting Moody's assessment of a good
liquidity profile going forward.  The rating anticipates a short
term reduction in liquidity that will result from the funding of
the Titan acquisition.  Although ultimate financing plans have not
yet been finalized, the company has noted that this transaction
will involve use of a substantial amount of the company's cash
balance ($286 million as of March 2005), as well as a short-term
use of the existing $1 billion revolving credit facility.  In
addition, as the Titan acquisition will likely result in increased
leverage at L-3, the company's existing substantial cushion to
covenant levels could be reduced.  However, the SGL rating also
considers Moody's continued expectation of significant cash flows
from its operations, augmented by the acquisition of Titan, which
should allow the company to quickly repay modest amounts of
borrowing under its revolving credit facility.

In reviewing the B2 senior subordinated debt rating of Titan for
possible downgrade, Moody's will consider the post-acquisition
capital structure and the extent of covenant protection for any
subordinated notes not refinanced in connection with the closing
of the acquisition.  If the transaction is consummated and all the
senior secured debt of Titan repaid, the remaining credit ratings
of Titan will be withdrawn

These ratings have been placed on review for possible downgrade:

L-3 Communications Corporation:

   * Senior subordinated notes due 2012-2015, rated Ba3
   * Senior implied rating of Ba2
   * Senior unsecured issuer rating of Ba3

Titan Corporation:

   * Senior subordinated notes due 2011, rated B2

These ratings have been affirmed:

Titan Corporation:

   * Senior secured revolving credit facility due 2008, rated Ba3;
   * Senior secured term loan B due 2009, rated Ba3;
   * Senior implied rating of Ba3; and
   * Senior unsecured issuer rating of B1.

These rating has been downgraded:

L-3 Communications Corporation:

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-1,


Headquartered in New York City, L-3 Communications is a leading
provider of:

   * Intelligence,
   * Surveillance and Reconnaissance systems,
   * secure communications systems,
   * aircraft modernization,
   * training and government services, and
   * is a merchant supplier of a broad array of high technology
     products.

Its customers include the Department of Defense, Department of
Homeland Security, selected U.S. Government intelligence agencies
and aerospace prime contractors.  L-3 had LTM March 2005 revenues
of $7.3 billion.

Headquartered in San Diego, California, Titan is a leading
technology developer, systems integrator and services provider for
the Department of Defense, The Department of Homeland Security and
intelligence and other key government agencies.  Titan had LTM
March 2005 revenues of $2.1 billion.


TITAN CORP: L-3 Comms. Merger Sale Prompts S&P's Watch Positive
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and senior secured debt ratings, and 'B' subordinated
rating on San Diego, California-based Titan Corp. on CreditWatch
with positive implications, following the announcement that it
will be acquired by L-3 Communications Corp. for $2.7 billion,
including $685 million of Titan's debt outstanding.  

Titan develops and deploys communication and information
technology solutions and services primarily for government
customers.

"L-3 Communications Corp. is rated 'BBB-' and has been placed on
CreditWatch with negative implications, although any potential
downgrade would likely be limited to one notch," said Standard &
Poor's credit analyst Ben Bubeck.

The transaction is subject to Titan shareholder approval,
satisfactory settlements of securities lawsuits and customary
regulatory approvals.  The transaction is expected to close in the
second half of 2005.

Our ratings on Titan will be reviewed along with those for L-3,
and we will consider the legal obligations and strategic and
economic incentives for L-3 to support this debt.


UAL CORP: Interim Relief Under IAM Pacts Extended Until June 17
---------------------------------------------------------------
UAL Corporation and its debtor-affiliates need long-term labor
savings and pension relief from all unions to attract exit
financing and leave Chapter 11, according to James H.M.
Sprayregen, Esq., at Kirkland & Ellis in Chicago, Illinois.  With
Section 1113(e) relief set to expire on May 31, 2005, the Debtors
and the International Association of Machinists and Aerospace
Workers engaged in marathon negotiating sessions.  As reported in
the Troubled Company Reporter on June 1, 2005, the International
Association of Machinists and Aerospace Workers disclosed an
agreement in principle with United Airlines on all outstanding
issues, including a follow-on pension plan, for new collective
bargaining agreements covering nearly 20,000 IAM members at
United.  Due diligence must be completed by June 17, 2005.  

To maintain the cooperative momentum and help the Debtors save
money, the United States Bankruptcy Court for the Northern
District of Illinois extends these modifications to the IAM
collective bargaining agreement through June 17, 2005:

  a) 11.5% reduction of pay in all pay factors for all longevity
     steps in all classifications;

  b) 70% pay for sick days; and

  c) postponement of all scheduled pay increases.

The Court will hold its ruling on the Section 1113(c) Motion in
abeyance until that date.

Judge Wedoff says the extension of the CBA modifications was in
the best interest of all stakeholders.  In the upcoming weeks,
the Debtors and the IAM will continue to clarify the
modifications to the collective bargaining agreements.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the    
holding company for United Airlines -- the world's second largest  
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,  
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $24,190,000,000  
in assets and $22,787,000,000 in debts. (United Airlines  
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,  
Inc., 215/945-7000)


UAL CORP: IAM Wants District Court Judgment on Right to Strike
--------------------------------------------------------------
Thomas E. Redburn, Jr., Esq., at Lowenstein Sandler, in Roseland,
New Jersey, appeared before the United States District Court for
the Northern District of Illinois, on behalf of the International
Association of Machinists and Aerospace Workers, for a
declaratory judgment and injunctive relief protecting the
federally guaranteed right of the IAM to strike against UAL
Corporation and its debtor-affiliates.

If the U.S. Bankruptcy Court for the Northern District of Illinois
grants the Debtors' request to reject the IAM's collective
bargaining agreement, the IAM will be lawfully permitted to
"resort to self-help remedies," Mr. Redburn says.  Since the
Debtors have labeled any strike as unlawful, the IAM needs a
judgment declaring that it may lawfully strike, and the issuance
of a temporary restraining order and preliminary and final
injunctive relief preventing the Debtors from interfering with any
peaceful strike by the IAM.

                         Debtors Respond

The IAM's request is "a transparent effort to maximize the
bargaining impact of its threat," Alexander Dimitrief, Esq., at
Kirkland & Ellis, in Chicago, Illinois, tells the District Court.  
The IAM is asking for a sweeping injunction to deprive the
Debtors of any and all legal recourse in the event of a strike.

Under the Railway Labor Act, the IAM may not strike until all
mandatory dispute resolution procedures have been exhausted.  If
the IAM wants to strike, it must wait until its collective
bargaining agreement is rejected, then negotiate with the
Debtors.  If no consensus can be reached, the IAM and the Debtors
must mediate the matter before the National Mediation Board and
the Presidential Emergency Board.  Any strike commenced before
these measures have been exhausted "would run afoul of both the
Bankruptcy Code and the RLA," Mr. Dimitrief says.

Mr. Dimitrief says the District Court must look at the
devastating consequences that would ensue if the IAM's request is
granted.  Any full-blown strike could spell the end of the
Debtors.  A strike would cost over 60,000 employees their jobs.  
The flying public, countless suppliers and business partners
would be irreparably harmed.  Unsecured creditors' claims would
be rendered worthless.  As a result, the balance of harms weights
against granting the IAM's request.

                        AFA Supports IAM

The Association of Flight Attendants-CWA, AFL-CIO, throws its
weight behind the IAM.  The Debtors' unilateral rejection of the
IAM collective bargaining agreements triggers a "major dispute"
under the Railway Labor Act, which permits employees to engage in
peaceful self-help in response.  AFA counsel Edward J. Gilmartin,
Esq., in Washington, D.C., says that the IAM has the right to
strike if its collective bargaining agreement is rejected.

Having chosen the crude path of Section 1113 over negotiations,
the Debtors cannot expect a federal court to insulate them from
the predictable consequences of their actions, according to Mr.
Gilmartin.  The District Court should grant the IAM's request.

                          *     *     *

The Debtors want the matter transferred to the Bankruptcy Court
before Judge Wedoff.

District Court Judge Rebecca Pallmeyer will convene a hearing
June 7, 2005, to consider the matter.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the    
holding company for United Airlines -- the world's second largest  
air carrier.  The Company filed for chapter 11 protection on  
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.  
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,  
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the  
Debtors in their restructuring efforts.  When the Debtors filed  
for protection from their creditors, they listed $24,190,000,000  
in assets and $22,787,000,000 in debts. (United Airlines  
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,  
Inc., 215/945-7000)


US AIRWAYS: Amends Transaction Retention Plan Due to Objections
---------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates' request for a
Transaction Retention Plan to retain essential management and
salaried employees during the entire strategic transaction process
or other change of control, faced further objections.  

As reported in the Troubled Company Reporter on May 25, 2005, the
Communications Workers of America, AFL-CIO, objected to the
Debtors' request.  CWA asserted that the payments are not
necessary and it sends a negative message.

                         More Objections

(1) AFA

After cutting employee wages and benefits, eliminating retiree
health benefits and terminating pension plans, the Debtors'
management pledged to "share the pain" with the unionized
workers, said Robert S. Clayman, Esq., at Guerrieri, Edmond &
Clayman, in Washington, D.C., on behalf of the Association of
Flight Attendants-CWA.  It is "preposterous and inequitable" for
the Debtors' to seek approval of this "unjustified management
windfall," Mr. Clayman contend.

The Debtors' managers have been trying to present a united front
with workers throughout this bankruptcy.  The AFA negotiated
under the express assumption that the viability of the airline
was the highest priority and all would sacrifice in furtherance
of this goal.  However, Mr. Clayman said the Transaction
Retention Plan is simply a means to take back savings that the
Debtors alleged would come from Salaried and Management
Personnel.  Mr. Clayman noted that the TRP would guarantee Bruce
Lakefield, the Debtors' CEO, a $2,550,000 severance benefit, plus
health insurance for two years.

Mr. Clayman said that the TRP is overly broad.  Employee
retention plans must target employees that are demonstrably
essential.  The Debtors failed to link the TRP to performance
goals, indicating that employees need only stay on the job to
receive cash payments.  

(2) ALPA

The Air Line Pilots Association, International, has repeatedly
stepped up to the plate to save the Debtors by conceding to
reductions in wages, benefits and employment conditions.  The TRP
"is an affront to the Debtors' pilots and the other bargaining
unit employees," said Richard M. Seltzer, Esq., at Cohen, Weiss
and Simon, in New York City.  Rank and file employees are
entitled to the severance included in their collective bargaining
agreements, which may not receive administrative priority in the
event of a shutdown.  Meanwhile, the TRP proposes to provide
severance for all Salaried and Management employees and elevate
that severance to administrative priority status.  This creation
of two classes of the Debtors' employees "is unjustified and
grossly inequitable," Mr. Seltzer argued.  The TRP "is the wrong
program providing the wrong people with the wrong benefits at the
wrong time," Mr. Seltzer said.

The proposed severance payments are too large and constitute a
wasting of the assets of the estate, Mr. Seltzer asserted.  The
method of severance payment calculation will result in amounts
two to three times an employee's annual earnings.  The Debtors
could pay out up to $55,000,000 in the event of a shutdown.  The
creation of a large administrative claim would have a negative
impact on the recovery for other creditors.  

(3) IAMAW

The International Association of Machinists and Aerospace Workers
reminds the Court that it made huge sacrifices during USAir
Bankruptcy I.  In these proceedings, the IAM has made many
concessions for the benefit of the airline and its future
competitiveness.  The Debtors said these measures were necessary
to meet the strict cash conservation needs of their business plan
and to emerge from Chapter 11.  Given this backdrop, Sharon L.
Levine, Esq., at Lowenstein Sandler, in Roseland, New Jersey,
said the TRP "constitutes a disrespectful betrayal of the
Debtors' union workforce."  

Ms. Levine said the Court should deny the TRP because:

  (a) the amounts are excessive;

  (b) the Debtors do not explain why in a tight job market and a
      shrinking industry, they need a retention plan;

  (c) the Debtors do not describe the services to be provided by
      the Salaried and Management employees;

  (d) the Debtors do not show how these employees provide
      necessary and indispensable service;

  (e) the TRP does not limit the payments if a covered officer or
      employee are hired by the merged companies or their need
      for the perk is mitigated; and,

  (g) the TRP fails to tie bonuses and severance to the       
      success of the merger.

The TRP, which is an implement for the Debtors' officers and
senior management to reward themselves, requires a critical
review.  Since the Debtors have stringent cash conservation
needs, the TRP should be denied.

(4) U.S. Trustee

The TRP will only foster employee discontent, argued W. Clarkson
McDow, Jr., Esq., United States Trustee for Region 4.  The job
uncertainty experienced by Salaried and Management employees is
similar to what many union employees were experiencing in the
early stages of this case.  The TRP runs the risk of alienating
employees for the remainder of this reorganization.

Mr. McDow said this type of retention program, commonly known as
a Key Employee Retention Program, should be incorporated into a
disclosure statement and plan of reorganization.  Payments should
be contingent on the success or profitability of the reorganized
Debtors.  This will allow parties-in-interest to evaluate the
merits of the TRP.  

Even if the merger is effectuated in a smooth and orderly manner,
it is not clear how it will affect creditors in the form of a
distribution.  The TRP will certainly provide comfort to the
covered employees, but it comes when the prospects for the
Debtors are unclear.  The merger may improve the Debtors' chances
of survival, but no one knows what it means to the creditor body
and their recovery.  Without a disclosure statement and plan, Mr.
McDow says the parties-in-interest are disadvantaged and cannot
assess the TRP against their ultimate recovery.  

(5) US Airways Employees

    (a) James E. Hestand has worked for the Debtors for 20 years.  
        Mr. Hestand objected "in the strongest possible terms," to
        the TRP.  Mr. Hestand said that the funds earmarked for
        the TRP should be "spent toward the goal of company
        survival."

    (b) Thomas M. Stansbury, a former flight attendant for the
        Debtors, lamented that after almost 20 years as an  
        employee, he stands to receive a sharply reduced pension
        "as a result of the mismanagement of the airline by many
        of the very people" who will benefit under the TRP.  Mr.
        Stansbury calls this situation "an outrage."  "Enough is
        enough!" he exclaimed.

    (c) Bonita L. Enjem said that the Debtors' "employees
        previously had pride in their company and their positions
        representing our company."  The TRP "would be a total
        insult to the employees who are the only ones who
        actually have feelings for the company."  Ms. Enjem said
        that "a good tongue lashing to the management is the only
        thing they should be receiving from the court."

    (d) Larry D. McCarroll noted that his pension is valued at a
        little less than 12% of what he anticipated.  According
        to Mr. McCarroll, the Debtors' travails have "set a
        precedent that would horrify Pandora."  Managers have
        demanded much from employees but delivered little; they
        do not deserve the TRP.

    (e) Jerry L. Vaughn is a pilot for the Debtors.  The Debtors
        have expressed their appreciation for the hardships
        endured by employees.  However, the TRP flies in the face
        of those statements.  The TRP indicates that the Debtors'
        took from their employees to line the pockets of their
        managers, Mr. Vaughn stated.

(6) Dennis Harris

Dennis J. Harris, a US Airways shareholder, said the management
team does not deserve the TRP, as they are "unable to produce a
product that the customer is willing to purchase."  The TRP is "a
thin veneer attempting to disguise the executive gluttony that
has continuously bled the corporate funds" of the Debtors,
according to Mr. Harris.

                Debtors & Committee Modify the TRP

The Official Committee of Unsecured Creditors expressed
significant concerns with the Debtors' TRP Motion.  Consequently,
the Committee and the Debtors spent a considerable amount of time
working to find a common ground that could form the basis of an
acceptable retention plan for the Debtors' officers and salaried
employees.

The fruit of the negotiations is a revised TRP, Scott L. Hazan,
Esq., at Otterbourg, Steindler, Houston & Rosen, in New York
City, informs the Court.  The Revised TRP reduces the maximum
merger payout to officers by 25% and slashes the maximum
administrative claim in a liquidation by more than $30,000,000.  
As a result, the Committee now supports the TRP.

The Revised TRP further provides that:

  (a) The Senior Executive severance payments and bonus
      components will be calculated from reduced current salary
      levels, reducing the maximum severance payments to Senior
      Executives by $4,000,000;

  (b) Bruce Lakefield, the Debtors' CEO, will reduce from 300% to
      200% the applicable severance multiplier, and will waive
      the Long Term Incentive Plan component, equal to 125% of
      Base Salary, of his severance;

  (c) In a liquidation, the Senior Executives' severance pool
      will be capped at $8,500,000;

  (d) Senior Executives entitled to receive 50% of severance,
      must remain in their positions for 30 days after declining
      the offer of continued employment to permit the reorganized
      company to locate a replacement;

  (e) Senior Executives will waive any other contractual claims
      arising out of termination of their agreements;

  (f) The five Senior Executives who earned lifetime benefits as
      part of the United Airlines merger discussions will retain
      travel benefits but not lifetime medical benefits.  Their
      medical benefits will be limited to regular Senior
      Executive medical benefits plus secondary health coverage
      through age 65;

  (g) The Debtors will not make the $410,000 restoration funding
      portion of the Unfunded Executive Defined Contribution Plan
      and will not make severance payments under the EDCP in a
      liquidation;

  (h) In a liquidation, the Debtors will cap severance payments
      to Salaried and Management employees at $15,000,000,
      inclusive of payments under the Discretionary Pool; and

  (i) The Debtors will provide notice to the Committee when they
      commit to pay $250,000 from the Discretionary Pool, and
      again at each $250,000 interval thereafter.

Under the Revised TRP, many Senior Executives will forego over
60% of the severance they were entitled to under existing
agreements.  Mr. Hazan notes that Mr. Lakefield was entitled to
over $4,000,000 in severance pursuant to his existing employment
contract.  Under the Revised TRP, Mr. Lakefield's potential
severance payment has been reduced to $1,700,000.

Mr. Hazan says that the Revised TRP appropriately incentivizes
Senior Executives and Salaried and Management employees to remain
with the Debtors through the America West merger or an
alternative transaction.  The Revised TRP provides payments that
are more consistent with other low-cost carriers, while
protecting the Debtors from downside risk in a liquidation.

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)


WEIRTON STEEL: Liquidating Trustee Inks Settlement with Retirees
----------------------------------------------------------------
The Weirton Steel Corporation Liquidating Trustee asks the U.S.
Bankruptcy Court for the Northern District of West Virginia to
approve a compromise and settlement reached by and between the
Weirton Steel Liquidating Trust and salaried retirees, their
spouses and their dependents.

In August 2003, the Court appointed an official committee of
retirees pursuant to Section 1114 of the Bankruptcy Code.  By a
Stipulated Order dated April 2004, the Court approved the
termination of retiree benefits.  By an October 7, 2003 Order,
the Retirees were excluded from filing proofs of claim in respect
of the retiree benefit termination claims by the General Claims
Bar Date.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that Weirton Steel Corporation's books and
records indicate that as of December 31, 2003, the present value
of the claims of the constituency represented by the Retiree
Committee totaled $67 million.

The Weirton Trustee asserts that requiring individual salaried
retirees, their spouses and dependents to separately file proofs
of claim would be administratively burdensome, inefficient and
unduly cost prohibitive.  Mr. Freedlander notes that funds
expended in a claims processing, reconciliation and resolution
process would deplete funds otherwise available for general
unsecured creditors.

Thus, the Trust and the Retirees entered into a settlement to
establish the allowed general unsecured claim of the Retirees.
The primary terms of the Agreement are:

    (a) The Retiree Committee is reformed as it existed as of the
        Effective Date, with all powers and authority provided to
        those committees under Sections 1102, 1103 and 1114 of the
        Bankruptcy Code;

    (b) The amount of the Allowed Retiree Termination Claim is
        $66,374,000, which will be allowed as a general unsecured
        claim under the Confirmed Plan;

    (c) With respect to distributions under the Confirmed Plan
        relating to the Allowed Retiree Termination Claim,
        $700,000 will be credited against the pro rata
        distribution otherwise payable to the Retiree Committee.
        In calculating the pro rata distributions to allowed
        general unsecured claims, the amount available for
        distribution to general unsecured creditors will include
        the $700,000 credited against the distribution otherwise
        payable to the Retiree Committee in respect of the Allowed
        Retiree Termination Claim;

    (c) Any distribution made by the Weirton Trustee to the
        Retiree Committee in respect of the Allowed Retiree
        Termination Claim will be made in accordance with the
        Confirmed Plan.  The proceeds of the distribution will be
        used by the Retiree Committee solely for the benefit of
        the constituency it represents; and

    (e) The Retiree Committee will remain in place, represented by
        its prior professionals, for purposes of implementing the
        terms of the Agreement, without cost to the Weirton
        Trustee.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Gets OK to Sell Rosemary Property to Spealman
----------------------------------------------------------------
As previously reported, WestPoint Stevens, Inc. and its debtor-
affiliates owned and operated a vertical towel manufacturing
facility which included a weaving mill, a finishing complex, a
sewing operation, and a distribution center located in a 960,000
square-foot multi-building manufacturing complex in Roanoke
Rapids, North Carolina -- Rosemary Property.

The Debtors ceased operations at the Rosemary Property in June
2003.  Thereafter, the Debtors utilized the property for
warehousing, storage, and related use.

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges,
LLP, in New York, the Debtors have determined that the property is
no longer needed for warehousing and storage.

Sale Agreement

After extensive, arm's-length negotiations, the parties reached an
agreement, pursuant to which the Purchaser agreed to pay the
Debtors $1,800,000 for the Property.  As deposit, the Purchaser
has paid the Debtors $25,000.  The balance of the purchase price
will be paid at the sale closing.

Pursuant to the Sale Agreement, the Debtors will convey the
Property to the Purchaser free of liens and encumbrances except
for all easements, rights-of-way, and existing access to adjacent
properties as may be a matter of public record or as may be
evidenced by possession, use or survey.

The Debtors believe that a public auction is unnecessary and would
only entail delay and attendant expense with no likelihood of
benefit to their estates.

The Debtors asked the U.S. Bankruptcy Court for the Southern
District of New York to approve the sale of the Rosemary Property
to Stan Spealman ETUX in accordance with the Sale Agreement.


*   *   *

The Court approves the Debtor's request.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILD OATS: S&P Junks $115 Million 3.25% Convertible Bonds
---------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC+' corporate
credit rating to Wild Oats Markets Inc. and a 'CCC+' rating to the
company's $115 million 3.25% convertible bonds due 2034.  These
notes were issued pursuant to rule 144A under the Securities Act.  
Proceeds from the note issuance were used to repurchase shares,
pay down debt, and other corporate expenses.  The outlook is
negative.

"The ratings reflect the company's thin cash flow protection, high
debt leverage, participation in a highly competitive industry,
inconsistent comparable sales track record, recent margin
deterioration, inherent risks associated with the company's
geographic expansion plans and relatively small store base," said
Standard & Poor's credit analyst Kristi Broderick.

Boulder, Colorado-based Wild Oats Markets Inc. is the second-
largest natural foods supermarket chain in North America with
around 111 stores in 24 states and Canada.  The company has two
store formats -- natural foods supermarket and farmers market --
and operates stores under four brand names:

    -- Wild Oats Natural Marketplace,
    -- Henry's Farmers Markets,
    -- Sun Harvest Farms, and
    -- Capers Community market.

Wild Oats' most comparable competitor is Whole Foods Market Inc.
(BBB-/Stable/--), which is a larger and much higher-rated entity
due to its consistent operating performance, leading market
position, and significantly less leveraged capital structure.  
Wild Oats' lease-adjusted operating margins, at about 5% for 2004,
are around 600 basis points below Whole Foods'.  While overall
industry dynamics for the natural foods segment are positive, Wild
Oats still faces many challenges going forward, given its more
value-oriented pricing strategy and price-sensitive customer base.

Comparable-sales results for Wild Oats have been inconsistent over
the past few years for various reasons.  After achieving a healthy
5.2% comparable-sales growth rate in 2002, the rate decreased to
2.4% in 2003 due to disruptions in operations resulting from a SKU
rationalization program, transitioning to a new distributor,
challenges associated with implementing a new private label
program, and a continued weak economy.

Comparable sales during the fourth quarter of 2003 and the first
quarter of 2004 materially benefited from the labor strike in
Southern California, which had a significant effect on the three
large players, Kroger, Safeway and Albertson's.  However,
comparable-sales growth deteriorated again to low single-digit
levels after the strike ended, as competitors increased
promotional activity to win back customers.

For the full year ended Jan. 1, 2005, Wild Oats had a 1.4% gain in
comparable sales. However, this was achieved primarily at the
expense of very aggressive promotional pricing and advertising
activity, which significantly hurt operating margins and EBITDA
levels.  Total EBITDA generated in 2004 was about $21 million, or
35% lower than 2003's level.


WINN-DIXIE: Court Extends Reclamation Deadline to June 30
---------------------------------------------------------
As previously reported, Winn-Dixie Stores, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Middle District
of Florida to extend the deadline to file any Statement of
Reclamation or Value Notices to June 30, 2005.  The Debtors or any
other party-in-interest was also required to file Value Notices
within 60 days after the entry of the Final Reclamation Order.  

                            *   *   *

The Court extends to June 30, 2005, the time within which:

    -- the Debtors are required to file a Statement of
       Reclamation; and

    -- the Debtors and any other interested party are required to
       file Value Notices.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food   
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Court Grants Sale of Three Store Leases to Food Lion
----------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained from the U.S. Bankruptcy Court for the Middle District of
Florida to:

   (a) authorize and approve the Sale on the terms and conditions
       of the Asset Purchase Agreement to Food Lion or to a
       party that submits a higher or otherwise better offer for
       the Assets;

   (b) authorize the sale of the Assets and make these
       determinations, among others, with respect to the Sale:

       * that the Sale has been agreed upon, and will be made
         completed, in good faith, for purposes of Section 363(m)
         of the Bankruptcy Code;

       * that the Sale will be made, and the Assets will be
         delivered to Food Lion or to the party submitting the     
         highest or best offer for the Assets, free and clear of
         any liens, claims and encumbrances, except as otherwise
         stated in the Asset Purchase Agreement;

       * that Food Lion or the party submitting the highest
         or best offer for the Assets will receive good, valid
         and marketable title to the Assets; and

       * that the Sale is exempt under Section 1146(c) of the
         Bankruptcy Code from any stamp, transfer, sales,
         recording or similar taxes;

   (c) authorize the assumption and assignment of the Leases to
       Food Lion; and

   (d) approve and fix the Cure Amounts on the Leases.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food   
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WINN-DIXIE: Court Directs Dwyer to Release $240,000 in Escrow
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained from the U.S. Bankruptcy Court for the Middle District of
Florida to:

    (a) authorize and direct Dwyer & Cambre to:

         (i) release to the Debtors the $240,000 owed by Basin in
             consideration for the Debtors' prepetition
             termination of an assignment of rents; and

        (ii) record the prepetition documents evidencing the
             termination; and

    (b) authorize the Debtors to take any actions that may be
        necessary to facilitate the completion of the escrowed
        transaction.

The Debtors believe that all material aspects of this transaction
occurred prepetition and that no Court approval is necessary.
The Debtors are seeking Court approval, however, because the
parties who must rely on this transaction -- including the
construction lender and title insurance company -- are requiring
Court approval to ensure that the documentation to be recorded in
the public records postpetition is valid.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food   
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com              AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Blount International    BLT        (238)         434      115
Biomarin Pharmac        BMRN        (90)         181        3
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (35)          19       13
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Flow Intl. Corp.        FLOW         (7)         135       (9)
Foster Wheeler          FWHLF      (520)       2,140     (213)
Graftech International  GTI         (35)       1,029      265
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Indevus Pharmace        IDEV        (93)         131       98
Investools Inc.         IED          (7)          50      (19)
Isis Pharm.             ISIS       (104)         176       61
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Neff Corp.              NFFCA       (43)         270        6
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (4,132)       7,567    1,118
Primedia Inc.           PRM        (777)       1,883      164
Protection One          PONN       (178)         461     (372)
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (3)         160       50
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (43)          16        1
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (32)         486      (31)
Viropharma Inc.         VPHM        (32)         101       94
WR Grace & Co.          GRA        (629)       3,464      876
Worldgate Comm.         WGAT         (2)          14       (4)

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***