TCR_Public/050608.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, June 8, 2005, Vol. 9, No. 134

                          Headlines

AAIPHARMA INC: Obtains Court Approval on $210 Mil. DIP Financing
ADELPHIA COMMS: Selling Puerto Rico Cable Operations for $520 Mil.
ADIRONDACK 2005-1: Moody's Rates $5 Million Class E Notes at Ba3
AJPM INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
ALABAMA METAL: Moody's Assigns B1 Rating to $130 MM Term Loan

ALOHA AIRGROUP: Wants to Assume Sabre Consulting Agreement
AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
AMERIQUEST MORTGAGE: Fitch Rates $11M Class M Certs. at BB+
AMPHENOL CORP: Good Performance Prompts S&P to Upgrade Ratings
ARGONAUT TECH: Completes $21.2 Million Asset Sale to Biotage AB

ARUNBHAI PATEL: Case Summary & 10 Largest Unsecured Creditors
ATA AIRLINES: Gets Court Nod to Assume GATX Ancillary Agreements
ATA AIRLINES: Can Assume Continental Interline Agreement
ATRIUM COMPANIES: Moody's Junks $174 Million Senior Discount Notes
AVNET INC: SEC OKs Voluntary Delisting from Pacific Stock Exchange

BAKER MOTORS: Case Summary & 20 Largest Unsecured Creditors
BRAND SERVICES: Moody's Junks $150 Mil. Senior Subordinated Notes
BRASOTA MORTGAGE: Committee Hires Foley & Lardner as Counsel
BUILDERS PLUMBING: Chapter 7 Trustee Hires KPMG as Tax Consultant
CAROLINA TOBACCO: Wants Court to Allow Fund Transfer

CATHOLIC CHURCH: Portland's Exclusive Periods Extended to Dec. 31
CATHOLIC CHURCH: Ct. OKs Tucson's 3rd Amended Disclosure Statement
CLARENT CORP: Trustee Has Until Aug. 26 to File Notices of Removal
CLARENT CORP: Trustee Has Until Sept. 30 to Object to Claims
COLLINS & AIKMAN: Aspen Reports 8.37% Stake in Collins & Aikman

CONTINENTAL AIRLINES: Closes New $300 Mil. Secured Loan Facility
DELTA AIR: May 2005 System Traffic Up 9.4% From Last Year
DP 8 LLC: Vanderbilt Farms Files Plan of Reorganization
DP 8 LLC: Interest Holders Tap Kevin Petersen as Manager
EDDIE BAUER: Moody's Rates $300M Guaranteed Sec. Term Loan at Ba3

EDDIE BAUER: S&P Rates Proposed $300 Million Sr. Sec. Loan at B+
ENRON CORP: Asks SEC to Authorize Financing Until July 31, 2008
ENRON CORP: Calyon S.A. Holds $3.874 Million Allowed Claim
ENRON CORP: China Basin Holds $1.5 Million Allowed Unsecured Claim
EXIDE TECH: In Talks to Amend $365 Million Credit Facility

FFCA SECURED: Fitch Junks 9 Classes of Franchise Loan Trusts
FMC CORP: Moody's Reviews Ba1 Sr. Implied Rating & May Upgrade
FRIENDSHIP VILLAGE: New Debt Cues Fitch to Lower Rating to BB+
GLOBAL CROSSING: Eight Securities Fraud Plaintiffs Amend Complaint
GRAY TELEVISION: S&P Rates Proposed $400M Sr. Sec. Loan at BB-

HEILIG-MEYERS: Court Approves Amended Disclosure Statement
HIGH VOLTAGE: Wants to Hire Chanin Capital as Financial Advisor
HIGH VOLTAGE: Equity Committee Taps Anderson Kill as Counsel
HOUSTON RAMIREZ: Case Summary & 5 Largest Unsecured Creditors
IMPAC FUNDING: Asset Deterioration Prompts Fitch to Lower Ratings

JAPAN PACIFIC: Court Conditionally Approves Disclosure Statement
KAISER ALUMINUM: Wants to Alter Ordinary Course Professional Order
KERR GROUP: Sale Completion Cues S&P to Cut & Withdraw Ratings
LITTLE LADY: Case Summary & 20 Largest Unsecured Creditors
LTX CORP: Posts $45.7 Million Net Loss in Third Quarter 2005

MAGRUDER COLOR: Gets Interim Order on DIP Loans & Cash Collateral
MAGRUDER COLOR: Look for Bankruptcy Schedules on July 18
MARIA BUITRON: Voluntary Chapter 11 Case Summary
MERIDIAN AUTOMOTIVE: Two Claimants Balk at Reclamation Protocol
MERRILL LYNCH: $4.1M Class B Certs. Get Low-B Rating from Fitch

MISSALA MARINE: Case Summary & 17 Largest Unsecured Creditors
MORTGAGE ASSET: Fitch Rates $412K Privately Offered Certs. at BB
NAKOMA RESORT: Case Summary & 60 Largest Unsecured Creditors
NEFF CORP: $500M Odyssey Sale Completion Cues S&P to Remove Watch
NORTH AMERICAN: Wants Court to Approve Conduit Sales to Mittal

NORTHWEST AIRLINES: May 2005 Load Factor Up 2.9 Points From 2004
O-CEDAR HOLDINGS: Chapter 7 Trustee Wants to Probe Stonebridge
PACIFIC GAS: Inks Pact Releasing $7.2MM From San Francisco Escrow
PARK PLACE: Fitch Rates $23.4 Mil. Privately Offered Certs. at BB
PKCI: Case Summary & 23 Largest Unsecured Creditors

PNM RESOURCES: Completes $1.024 Billion TNP Acquisition
POWER COMMUNICATION: Case Summary & 52 Largest Unsecured Creditors
PROVIDIAN FINANCIAL: Fitch Places Ratings on Watch Positive
PROVIDIAN FINANCIAL: Wash. Mutual Sale Cues S&P to Watch Ratings
PROVIDIAN NATIONAL: Moody's Reviews Junk Security Rating

PURADYN FILTER: Files Plan of Compliance to Continue AMEX Listing
ROOMSTORE INC: Emerges from Chapter 11 Protection
SALOMON BROTHERS: Adequate Credit Support Cues S&P to Hold Ratings
SEQUOIA MORTGAGE: Credit Enhancement Cues Fitch to Affirm Ratings
SOLUTIA INC: Reaches Restructuring Proposal with Monsanto & Panel

SPANISH BROADCASTING: Moody's Assigns B2 Rating to $100M Term Loan
SPIKES ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
S.R.P. HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
SURFNET MEDIA: Delays Annual Report Filing to Complete Audit
TESORO PETROLEUM: Moody's Reviews B2 Sr. Sub. Debt Rating

TENAYA INVESTMENTS: Voluntary Chapter 11 Case Summary
TEXAS-NEW: PNM Sale Completion Cues S&P to Lift Ratings
TNP ENTERPRISES: To Redeem 10.25% Sr. Sub. Notes on July 6
UAL CORP: Posts $1.1 Billion Net Loss in First Quarter 2005
UAL CORP: PBGC Says Pension Plan Termination Doesn't Violate ERISA

UAL CORP: Machinists Support Attendants on PBGC Stay Ruling
US AIRWAYS: Pilots Hold Joint Session on America West Merger
US AIRWAYS: May 2005 Revenue Passenger Miles Up 2% From Last Year
VALENTINE PAPER: Case Summary & 20 Largest Unsecured Creditors
VERITAS FINANCIAL: Taps Stewart Occhipinti as Litigation Counsel

WELLS FARGO: Fitch Affirms Low-B Ratings on 4 Class-B Certificates
WESTPOINT STEVENS: Gets Court Nod to Settle Nan Ya Litigation
WINN-DIXIE: Wants Exclusive Plan Filing Period Extended to Oct. 19
WINN-DIXIE: Proposes Uniform Asset Sale Bidding Procedures
WINN-DIXIE: Wants to Reject Four Contracts Effective June 16

* Chadbourne & Parke Expands Insurance Team with Five New Partners

* Upcoming Meetings, Conferences and Seminars

                          *********

AAIPHARMA INC: Obtains Court Approval on $210 Mil. DIP Financing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
aaiPharma Inc. and its debtor-affiliates authority to enter into a
$210 million debtor-in-possession credit agreement with
Silver Point Finance, LLC, as collateral agent, Bank of America,
N.A., as a lender and as administrative agent for a group of
lenders comprised of:

   * Sea Pines Funding LLC,
   * TRS Thebe LLC,
   * SIL Loan Funding LLC,
   * SPCP Group LLC,
   * SPF CDO I, LLC and
   * Goldman Sachs Credit Partners, L.P.

Of the $210 million:

   -- $180 million will be used to replace the company's existing
      senior credit facility; and

   -- about $27 million will be used to finance continuing
      operations during the company's reorganization process.

The DIP Facility will help ensure that vendors, suppliers and
other business partners will continue to be paid under normal
terms for goods and services provided during the period while the
company is operating in chapter 11.

           Terms of the Postpetition Credit Agreement

The Debtors' obligations under the DIP Facility is secured by:

   -- 100% of the capital stock of the Company's domestic
      subsidiaries;

   -- 65% of the capital stock of the Company's first-tier
      foreign subsidiaries; and

   -- all of the Company's assets and the assets of aaiPharma's
      existing and future domestic subsidiaries.

                         Events of Default

The Debtors will be in default under the DIP Facility if:

   a) they deviate from a budget negotiated among the parties,

   b) they fail to meet the sale process deadlines related to
      the proposed sale of the Company's Pharmaceuticals
      Division,

   c) the cases are converted to chapter 7 liquidation
      proceedings or a chapter 11 trustee is appointed,

   d) they grant certain other superpriority administrative
      expense claims or non-permitted liens or the liens securing
      the DIP Facility are invalidated,

   e) the Bankruptcy Court orders approving the DIP Facility are
      stayed, amended, or reversed,

   f) a plan of reorganization is confirmed or the chapter
      11 cases are dismissed, or

   g) relief from the automatic stay is granted to a secured
      creditor allowing foreclosure or repossession of assets of
      the Company and its domestic subsidiaries with a book value
      in excess of a negotiated amount.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.
The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. Del. Case Nos. 05-11341 to
05-11350).  Karen McKinley, Esq. and Mark D. Collins, Esq. at
Richards, Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L.
Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and
the firm of Robinson, Bradshaw & Hinson, P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, the reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ADELPHIA COMMS: Selling Puerto Rico Cable Operations for $520 Mil.
------------------------------------------------------------------
Adelphia Communications Corporation (OTC: ADELQ) and ML Media
Partners, L.P., entered into an agreement with a new entity
(formed by MidOcean Partners, a New York and London-based private
equity firm and its partner, Crestview Partners, a New York-based
private equity firm) to sell their jointly owned San Juan Puerto
Rico area cable operations.  Under the terms of the transaction,
MidOcean and Crestview will pay $520 million subject to customary
purchase price adjustments, which equates to approximately $3,800
per subscriber.

The system serves approximately 137,000 customers in the greater
San Juan area.  The transaction, once completed, will create a
strong, stable operation that will continue to improve cable
services in the San Juan area in ways that benefit its customers,
its investors and the community.

"We are extremely pleased to enter into this agreement with
MidOcean and Crestview, who have a proven ability for employing
their skills in concert with management teams at their portfolio
companies to build stronger businesses," said Bill Schleyer,
chairman and CEO of Adelphia.  "They have the necessary cable
sector expertise to provide our customers in Puerto Rico with
opportunities for continued service improvements and the launch of
advanced services through an upgraded cable system."

"This is a positive deal for everyone involved," said Elizabeth
McNey Yates, a partner in RP Media Management, the managing
general partner of ML Media Partners, LP.  "MidOcean and Crestview
will acquire an attractive business and our Puerto Rico employees
and management, who have worked hard to improve the operational
and service performance of the systems, will benefit from an
experienced and well-funded ownership group."

Tyler Zachem, a managing director at MidOcean Partners, said,
"This transaction is the culmination of a long and complex process
which we began over a year ago.  The operation has an excellent
management team in place and dedicated employees who have helped
to build this company over the years.  We are excited about the
opportunity to work with the team at Crestview to continue
building on the company's previous successes."

Cable industry veteran and Crestview Managing Director Jeffrey A.
Marcus said, "We look forward to working with the team in Puerto
Rico to optimize the potential of the cable television system.
Cable is a core competency for Crestview and we are delighted to
be partnering with MidOcean in this venture."

"We are pleased to have arrived at a solution that benefits our
customers and our 350 dedicated employees in Puerto Rico," added
Mr. Schleyer.  "We have been working with ML Media to identify the
most appropriate manner to sell the joint venture and are pleased
to have reached an agreement that maximizes the value to be
realized from the venture.  We are confident that this new
ownership structure will be viewed as great news by all concerned
in Puerto Rico.  We're grateful to our employees for their
exceptional performance under challenging circumstances."

Since Sept. 30, 2002, the joint venture between Adelphia and ML
Media Partners that owns and operates the Puerto Rico systems has
been under Chapter 11 bankruptcy protection, separately
administered from the larger Chapter 11 bankruptcy of Adelphia
Communications.  The Puerto Rico Joint Venture was not included in
the previously announced asset sale of Adelphia Communications
Corporation to Comcast Corporation and Time Warner Inc.

The transaction is subject to approval by the U.S. Bankruptcy
Court for the Southern District of New York, regulatory approvals,
financing by the buying group and other customary closing
conditions.  The closing of the transaction is expected to occur
sometime in the fourth quarter of this year.  Until the deal is
completed, Adelphia will continue to manage daily operations.

                           Advisors

Lazard acted as financial advisors to Adelphia.  Daniels &
Associates acted as financial advisors to ML Media Partners.
Willkie Farr & Gallagher acted as legal advisors to Adelphia for
the transaction and the bankruptcy process.  Proskauer Rose acted
as legal advisor to ML Media Partners, L.P. for the transaction
and the bankruptcy process.  DH Capital acted as financial
advisors for MidOcean and Crestview and Kirkland & Ellis acted as
legal advisors for MidOcean and Crestview.  Citigroup and JP
Morgan are providing the debt financing.

                  About ML Media Partners, L.P.

ML Media Partners is a public limited partnership raised in 1986
to acquire, finance, hold, develop, improve, maintain, operate,
lease, sell, exchange, dispose of and otherwise invest in and deal
with media businesses and direct and indirect interests therein.
ML Media Partners made direct operating investments in seven cable
television systems, eleven radio stations and two network
affiliated television stations. ML Media has liquidated all of its
holdings with the exception of the cable properties in Puerto
Rico.

                    About MidOcean Partners

MidOcean Partners -- http://www.midoceanpartners.com/-- is a
premier private equity firm focused on the middle market. Based in
New York and London, MidOcean is committed to investing in high-
quality middle market companies with stable market positions and
opportunities for growth in the United States and Europe. Targeted
sectors include consumer and leisure, media and communications,
business services, financial services and industrial sectors.
MidOcean utilizes a broad foundation of expertise in its focus
industries and its intercontinental platform to create value for
its investors and partners.

                        About Crestview

Crestview Partners is a New York-based private equity firm
established by Barry Volpert and Tom Murphy. Mr. Volpert and Mr.
Murphy are former partners at Goldman, Sachs & Co. The firm is
focused on investments in North America and Europe.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.


ADIRONDACK 2005-1: Moody's Rates $5 Million Class E Notes at Ba3
----------------------------------------------------------------
Moody's Investor Services announced today that it has rated these
tranches of debt issued by Adirondack 2005-1, Ltd., a
collateralized debt obligation.

   * Up to U.S. $1,070,100,000 Commercial Paper Notes (the "CP
     Notes")

   * U.S. $267,500,000 Class A-1LT-a Floating Rate Notes Due 2040
     (the "Class A-1LT-a Notes")

   * Up to U.S. $1,070,100,000 Class A-1LT-b Floating Rate Notes
     Due 2040 (the "Class A-1LT-b Notes")

   * U.S. $60,800,000 Class A-2 Floating Rate Notes Due 2040 (the
     "Class A-2 Notes")

   * U.S. $57,700,000 Class B Floating Rate Notes Due 2040 (the
     "Class B Notes")

   * U.S. $30,400,000 Class C Deferrable Floating Rate Notes Due
     2040 (the "Class C Notes")

   * U.S. $24,300,000 Class D Floating Rate Notes Due 2040 (the
     "Class D Notes")

   * Up to U.S. $5,000,000 Class E Floating Rate Notes Due 2040
     (the "Class E Notes")

Moody's has assigned these ratings:

   * Prime-1 to the CP Notes;

   * Aaa to the Class A-1LT-a Notes, the Class A-1LT-b Notes and
     the Class A-2 Notes;

   * Aa1 to the Class B Notes;

   * A2 to the Class C Notes;

   * Baa2 to the Class D Notes; and

   * Ba3 to the Class E Notes.


AJPM INVESTMENT: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: AJPM Investment Group, Inc.
        6159 Bel Air Lake Road
        Lithonia, GA 30038

Bankruptcy Case No.: 05-70263

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: June 6, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Diana McDonald
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, GA 30097
                  Tel: (678) 542-2255

Total Assets: $3,035,030

Total Debts:  $1,463,022

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Plymarts Inc.                 Trade Debt                 $22,335
P.O. Box 4050
Norcross, GA 30091

Gilmore Drywall, Inc.                                    $11,207
P.O. Box 81186
Conyers, GA 30093

Richard Roberts                                           $4,480
dba Spring Forge
125 Lucy Lane
Jackson, GA 30233


ALABAMA METAL: Moody's Assigns B1 Rating to $130 MM Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Alabama Metal
Industries Corporation's $130 million senior secured term loan and
a B1 senior implied rating.  The rating outlook is stable.

The B1 ratings reflect:

   * AMICO's high financial leverage when adjusted to account for
     operating performance volatility due to the company's
     exposure to the economic cycle;

   * unpredictable industry pricing dynamics caused by volatile
     steel prices; and

   * modest tangible asset coverage of total debt.

The B1 ratings also reflect Moody's belief that the company will:

   * continue to maintain a strong competitive position in its
     diverse niche products;

   * generate modest amounts of free cash flow for debt reduction;
     and

   * retain sufficient liquidity to offset any operating
     performance volatility.

While AMICO's cash flow financial leverage appears modest against
2004 operating performance, Moody's believes this represents the
peak of the economic and operating cycle.  In 2004, the company
increased unit volumes and realized selling price increases in
excess of higher steel costs.  In 2005, Moody's believes the
company could experience a decrease in revenues given the decline
in hot rolled coil steel prices and a slowdown in volume growth.

Moody's estimates that, with these operating results, free cash
flow to total debt could fall to approximately 10% and lease
adjusted debt to EBITDAR could increase to 3.5x, which is
consistent with the B1 rating given the size, cyclicality and
other operating risks faced by the company.  Given the business
risks, Moody's believes the company needs to focus on reducing
overall indebtedness to better position the company for any
potential downturn in the economy.

The B1 rating for the $130 million secured term loan reflects the
fact that, upon closing, the term loan accounts for the
preponderance of total debt outstanding, and therefore, represents
the credit profile of the company as a whole.  Although Moody's
projects the company will remain free cash flow generative, the B1
rating takes into consideration Moody's concern that financial
leverage is further exacerbated by a use of debt that exceeds
invested capital and retained earnings, which is generally not
indicative of strong recovery prospects in a distressed scenario.

The stable outlook is supported by Moody's belief that the company
has a defensible market position in diverse niche steel products
that do not represent a significant cost percentage of any given
project.  The company's favorable competitive position vis-a-vis
imports is further reinforced by its highly variable cost
structure and considerable customer and geographic
diversification, while imports are limited by high freight costs
for products that do not ship well.

In addition, Moody's believes that structural changes since 2001,
due to consolidation in the steel industry, will mitigate against
prices returning to those depressed levels.  Therefore, Moody's
expects the company will continue to generate modest amounts of
free cash flow even in a difficult operating environment and will
allocate at least 75% of its free cash flow to debt reduction as
mandated by the credit agreement.

Given the company's size, cyclicality and operating risk profile,
Moody's believes the rating could be downgraded if free cash flow
to total debt would fall and remain below 10% and total debt to
EBITDAR would increase to 4.0x.  Conversely, the rating could be
upgraded if the company sustains average free cash flow to total
debt in excess of 10% and total debt to EBITDAR of 3.0x.

Despite Moody's expectation for continued free cash flow
generation, the company will retain alternate sources of liquidity
with the company only drawing $5 million on its $30 million senior
secured revolver, giving the company $20 million of excess
liquidity available upon closing.

Moody's believes this is sufficient alternate liquidity given the
only significant uses of cash being annual capital expenditures of
between $4 million and $5 million and an annual debt amortization
requirement of approximately $1.3 million.

Alabama Metal Industries Corporation, headquartered in Birmingham,
Alabama, is a leader in the manufacturing and distribution of
Industrial Flooring/Grating and Expanded Metal Products throughout
North America.


ALOHA AIRGROUP: Wants to Assume Sabre Consulting Agreement
----------------------------------------------------------
Aloha Airgroup, Inc., and its debtor affiliate ask the U.S.
Bankruptcy Court for the District of Hawaii for authority to
assume a Master Agreement for System Usage and Professional
Services with Sabre Inc.

The Debtors tell that court that Sabre is familiar with Aloha
Airlines' financial affairs and its business operations.
Retaining another consultant, Aloha says, would waste money and
delay implementation of the carrier's restructuring plan.

The Debtors say that the decision to assume or reject an executory
contract or unexpired lease is a matter within their "business
judgment."  Hiring a new consultant would not be an exercise of
the Debtors' sound business judgment.

The Debtors request that the Court enter an order authorizing them
to assume the Sabre Consulting Agreement and all Work Orders
executed by Aloha Airlines.

The Honorable Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii will convene a hearing today, June 8, 2005, at
9:30 a.m., to review the Sabre Contract.

                   Sabre Consulting Agreement

On October 15, 2003, Aloha Airlines entered into the Sabre
Consulting Agreement with Sabre Inc.

As part of the agreement, Sabre was expected to:

    (1) assess Aloha Airlines' pricing and revenue;

    (2) analyze Aloha Airlines' routes and identify new and
        potential service additions intended to improve Aloha
        Airlines' profitability;

    (3) advise Aloha Airlines in connection with the possible
        replacement of certain aircraft;

    (4) analyze Aloha Airlines' operating agreements; and

    (5) examine Aloha Airlines' profitability reporting
        methodology.

The scope of consulting services provided by Sabre under the
agreement is defined in various work orders.  Aloha Airlines has
executed six work orders.

Under the agreement and the six work orders, Aloha will pay Sabre
$154,000.

Sabre continues to assist the Debtors in implementing their
business plan for improved profitability.

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


AMERICAN MEDICAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: American Medical Enterprises, Inc.
        dba AME Laboratories
        8285 Elrio, Suite 170
        Houston, Texas 77054

Bankruptcy Case No.: 05-38729

Type of Business: The Debtor owns and operates medical
                  laboratories located in Lubbock and Tyler,
                  Texas.  See http://www.amelaboratories.com/

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  Waldron & Schneider, L.L.P.
                  15150 Middlebrook Drive
                  Houston, Texas 77058
                  Tel: (281) 488-4438
                  Fax: (281) 488-4597

Total Assets: $2,281,949

Total Debts:  $4,660,838

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


AMERIQUEST MORTGAGE: Fitch Rates $11M Class M Certs. at BB+
-----------------------------------------------------------
Ameriquest Mortgage Securities Inc.'s asset-backed pass-through
certificates, series 2005-R4, are rated by Fitch Ratings:

     -- $1.756 billion publicly offered classes A-1A - A-2D 'AAA';
     -- $410 million class M-1 certificates 'AA+';
     -- $480 million class M-2 certificates 'AA+';
     -- $29 million class M-3 certificates 'AA';
     -- $25 million class M-4 certificates 'AA-';
     -- $21 million class M-5 certificates 'A+';
     -- $13 million class M-6 certificates 'A';
     -- $10 million class M-7 certificates 'A';
     -- $10 million class M-8 certificates 'A-';
     -- $13 million class M-9 certificates 'BBB';
     -- $13 million class M-10 certificates 'BBB-';
     -- $11 million class M-11 certificates 'BB+'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 12.20% subordination provided by classes M-1 through
M-11, monthly excess interest and initial overcollateralization of
0.50%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 10.15% subordination provided by classes M-2 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 7.75% subordination provided by classes M-3 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 6.30% subordination provided by classes M-4 through
M-11 monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-4 certificates
reflects the 5.05% subordination provided by classes M-5 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'A+' rated class M-5 certificates
reflects the 4% subordination provided by classes M-6 through M-
11, monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-6 certificates
reflects 3.35% subordination provided by classes M-7 through M-11,
monthly excess interest and initial OC.

Credit enhancement for the 'A' rated class M-7 certificates
reflects the 2.85% subordination provided by classes M-8 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-8 certificates
reflects the 2.35% subordination provided by classes M-9 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-9 certificates
reflects the 1.70% subordination provided by classes M-10 through
M-11, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-10 certificates
reflects the 1.05% subordination provided by class M-11, monthly
excess interest and initial OC.

Credit enhancement for the non-offered 'BB+' class M-11
certificates reflects 0.50% subordination provided by monthly
excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as master servicer. Deutsche Bank
National Trust Company will act as trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $1,291,302,476.  In addition to the loans
included in the transaction at closing, this group also has a
prefunding account with $322,826,406.  The weighted average loan
rate is approximately 7.846%.  The weighted average remaining term
to maturity is 352 months.  The average cut-off date principal
balance of the mortgage loans is approximately $153,891.  The
weighted average original loan-to-value ratio is 77.63% and the
weighted average Fair, Isaac & Co. score was 613.  The properties
are primarily located in California (12.60%), Florida (12.38%),
New York (6.82%), Texas (6.08%), and New Jersey (5.53%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $308,697,371.  In addition to the loans
included in the transaction at closing, this group also has a
prefunding account with $77,174,380.  The weighted average loan
rate is approximately 7.629%. The WAM is 356 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $353,201.  The weighted average OLTV ratio is 80.17%
and the weighted average FICO score was 632.  The properties are
primarily located in California (39.12%), New York (9.92%),
Florida (7.08%), New Jersey (5.84%), and Maryland (5.76%).

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


AMPHENOL CORP: Good Performance Prompts S&P to Upgrade Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
bank loan ratings on Wallingford, Connecticut-based Amphenol Corp
to 'BBB-' from 'BB+' to reflect sustained improvements in the
company's financial profile, as demonstrated by reduced financial
leverage, improved cash flow adequacy, and expected moderate
financial policies, along with a history of relatively consistent,
strong operating performance.  The outlook is stable.

"The ratings on Amphenol Corp. reflect a solid business profile
and relatively moderate financial policies and leverage, offset in
part by limited overall business profile diversity," said Standard
& Poor's credit analyst Ben Bubeck.  Amphenol manufactures
connectors, cable, and interconnect systems for electronics, cable
television, telecommunications, and other applications.  It had
$476 million of funded debt outstanding at March 31, 2005.

Amphenol's financial profile is solid for the rating category,
having moderated substantially since the leveraged
recapitalization, when financial leverage peaked at 5.2x
unadjusted total debt to EBITDA, in 1998.  Debt reduction totaling
$505 million and growth in EBITDA profitability has reduced total
debt to EBITDA to 1.4x as of March 31, 2004.  When adjusted for
capitalized operating leases, securitized accounts receivables and
unfunded pension and post-retirement obligations, total debt to
EBITDA was 2.0x as of March 31, 2005, comfortable for the new
rating level.

The solid, although somewhat narrow, business profile is supported
by a good track record of profitability and moderate revenue
volatility, supported by long-standing significant positions
across a diverse set of end markets, in electronics interconnector
products, and a smaller position in the less profitable broadband
cable market.

Amphenol is the third-largest manufacturer of electronic
interconnect products in the world, focusing on more profitable,
less commodity-like, applications and product lines. The largest
end market, aerospace, accounted for 24% of total sales in 2004,
with the remaining 76% divided among six other market segments
spanning communications, industrial and automotive.  Amphenol's
interconnect products have generated 11% average annual growth
over the past ten years, reaching $1.3 billion -- 88% of revenues
-- in 2004.  In the broadband cable segment, Amphenol has a
distant No. 2 position, behind CommScope, in the North American
market.


ARGONAUT TECH: Completes $21.2 Million Asset Sale to Biotage AB
---------------------------------------------------------------
Argonaut Technologies (Nasdaq: AGNT) closed the sale of the assets
of its chemistry consumables business and certain assets of its
process chemistry business, which constitute substantially all of
its assets except for its cash, to Biotage AB (Stockholm:
BIOTa.ST) of Uppsala, Sweden.  As a result of this transaction,
the Company no longer has an operating business and plans to wind-
up its assets and liabilities.

The Company disclosed management changes consistent with its
stated plan.  Lissa Goldenstein, Argonaut's president and chief
executive officer, David Foster, Argonaut's senior vice president
and chief financial officer and Jeffrey Labadie, Argonaut's senior
vice president, chemistry consumables group are departing.  Gordon
Tredger, Argonaut's senior vice president, instrumentation and
integration, has been promoted to president and will manage its
wind-up activities.   "I am pleased to have an individual as
talented and experienced as Gordon to manage our remaining assets
and liabilities with the goal of preserving cash for our
shareholders," stated Goldenstein, Argonaut's president and chief
executive officer.  "Jeff, David and I will remain available to
assist Gordon with the immediate transition and we remain
committed to maximizing shareholder value."  Ms. Goldenstein will
remain on Argonaut's board of directors.

                         Asset Sale

In March 2005, Argonaut prepared a proxy statement asking
stockholders to approve a sale of the assets of Argonaut's
chemistry consumables business and certain assets related to the
process chemistry business, which constitutes substantially all of
Argonaut's assets, to Biotage AB.  If the asset sale is completed,
Argonaut will be paid $21.2 million in cash by Biotage, and
Biotage will assume specified liabilities.  The purchase price
will be decreased to the extent that the value of the working
capital of the Company's chemistry consumables business at the
closing of the asset sale is less than $7,080,000, and will be
increased to the extent that the value of the working capital of
the Company's chemistry consumables business is greater than
$7,080,000.  At the closing of the asset sale, $2,000,000 of the
cash purchase price will be put into an escrow account to secure
Argonaut's indemnification obligations under the purchase
agreement.

               About Argonaut Technologies, Inc.

Argonaut Technologies, Inc. is a leading provider of consumables,
instruments, and services designed to help the pharmaceutical
industry accelerate drug development. The company's products
enable chemists to increase productivity, reduce operating costs,
achieve faster time to market, and test the increasing number of
targets and chemical compounds available for drug development.
Argonaut Technologies develops products in close consultation and
collaboration with scientists from leading pharmaceutical
companies. More than 1,200 customers use Argonaut's products
worldwide.

                    Going Concern Doubt

The Company delivered its annual report for the year ended
Dec. 31, 2004 to the Securities Exchange Commission April 21,
2005.  In that report, Ernst & Young LLP, the Company's
Independent Registered Public Accounting Firm, state that the
financial statements present fairly, in all material respects, the
consolidated financial position of the Company and the
consolidated results of its operations and its cash flows, in
conformity with U.S. generally accepted accounting principles.
The Ernst & Young LLP report also notes that the company has
incurred recurring operating losses and negative cash flows from
operating activities, and that this raises substantial doubt about
the Company's ability to continue as a going concern.


ARUNBHAI PATEL: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Arunbhai Soma Patel & Indumatiben Arun Patel
        dba Comfort Inn
        4354 Wolforde Boulevard
        Acworth, Georgia 30101

Bankruptcy Case No.: 05-70284

Chapter 11 Petition Date: June 6, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: James K. Knight, Jr., Esq.
                  401 Atlanta Street
                  Marietta, Georgia 30060
                  Tel: (770) 428-5250

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Citizens Bank & Trust         Bank Loan                 $134,472
P.O. Box 2127
Carrollton, GA 30112

Mission Oaks                  Bank Loan                  $51,000
Fallbrook Capital Inc.
5256 South Mission Road,
Suite 801
Bonsall, CA 92003

Amsouth                       Bank Loan                  $31,000
P.O. Box 11407
Birmingham, AL 35246-0009

Cherokee County Tax           Trade Debt                 $25,000
Commissioner

MBNA America                  Bank Loan                  $24,490

Choice Hotels International   Trade Debt                 $15,784

Citi Bank                     Bank Loan                  $11,488

Citi Cards                    Bank Loan                  $10,000

SunTrust                      Bank Loan                   $7,203

Rooms To Go                   Value of Security:          $2,300
                              $1,500


ATA AIRLINES: Gets Court Nod to Assume GATX Ancillary Agreements
----------------------------------------------------------------
As previously reported, ATA Airlines, Inc. and its debtor-
affiliates sought the U.S. Bankruptcy Court for the Southern
District of Indiana's authority to assume the GATX Ancillary
Agreements.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, reported that the parties have recently entered into a
definitive amendment to the Boeing B757-200 aircraft lease.  The
terms of the Amendment are highly confidential and proprietary.
The Amendment will be made available to the United States Trustee,
counsels for Southwest Airlines, the DIP lender, the Official
Committee of Unsecured Creditors, the Air Transportation and
Stabilization Board, and to other parties, subject to
confidentiality restrictions.

Mr. Nelson added that the parties previously signed various
documents in connection with the Lease:

   (i) the Tax Reimbursement Agreement, dated as of September 1,
       1995, between GATX and ATA Airlines;

  (ii) the Aircraft Lease Framework Agreement, dated as of June
       30, 1995, between GATX and ATA Airlines; and

(iii) the Guaranty Of The Obligations Of American Trans Air,
       Inc., dated as of June 30, 1995, by ATA Holdings.

*   *   *

The Court authorizes the Debtors to assume the Ancillary
Agreements.

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: Can Assume Continental Interline Agreement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved ATA Airlines, Inc. and its debtor-affiliates' settlement
agreement with Continental Airlines, Inc.

As previously reported, ATA Airlines, Inc., and Continental
Airlines, Inc., are parties to an Interline Agreement For Employee
Reduced Fare Travel, dated as of May 9, 1997, and as amended on
February 1, 2001.  Under the Agreement, selected employees of the
parties are eligible for reduced fare transportation on each
other's airlines.

Jeffrey Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that the Interline Agreement is essential to ATA
Airlines.  It allows the Debtor to move and position its flight
crews and other employees where they are needed at substantially
reduced costs.

A dispute has arisen between ATA and Continental regarding ATA's
performance under the Interline Agreement.  To resolve the
dispute, the parties entered into a settlement agreement under
which:

    -- ATA Airlines will assume the Interline Agreement, as
       amended; and

    -- Continental will accept $30,759 as full and complete cure
       of any defaults by ATA Airlines under the Interline
       Agreement.

The cure represents the amount ATA Airlines will be obligated to
pay under Section 365(b)(1) of the Bankruptcy Code, upon the
assumption of the Agreement.

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)


ATRIUM COMPANIES: Moody's Junks $174 Million Senior Discount Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the debt rating of Atrium
Companies, Inc. and its parent, ACIH, Inc. to reflect the
company's lowered expectations for 2005 and high leverage.  The
companies had been placed on review to reflect the news that
Atrium received a subpoena issued by the United States Attorney in
Dallas, Texas "concerning various accounting and financial records
and documents of Atrium from 1999 through current periods, with
the principal focus being on periods prior to the acquisition of
Atrium in December 2003 by its current owners."

Moody's has downgraded the ratings listed below and left them on
review for possible downgrade.  The affected ACIH ratings are:

   * Senior Implied, downgraded to B2 from B1;

   * $174 million (accretes from $125 million) senior discount
     notes due 2012, downgraded to Caa1 from B3; and

   * Senior Unsecured Issuer Rating, downgraded to Caa1 from B3.

The affected Atrium Companies ratings are:

   * $50 million senior secured revolver, due 2009, downgraded to
     B2 from B1; and

   * $325 million senior secured term loan B, due 2011, downgraded
     to B2 from B1.

The rating's downgrade reflects Atrium's recent performance and
outlook relative to Moody's previous expectations and the belief
that the company's 2005 performance will be more reflective of a
B2 credit.  The companies have announced new EBITDA guidance for
2005 of $90 million to $95 million compared to Moody's expectation
that Atrium's EBITDA for 2005 would be above $100 million.

Furthermore, Atrium has stated that its first quarter EBITDA was
in the area of $13.2 million on sales of $176.5 million.  Both of
these figures are below Moody's expectation and are supportive of
lower expectations.  Moody's notes that in its press release dated
December 3, 2004 it stated "the ratings and or outlook may decline
if leverage were to increase even modestly, or if the company was
unable to generate sufficient free cash flow to meaningfully pay-
down debt over the next twelve months."

In its analysis, Moody's will focus on the financial and operating
outlook for the company as well as the impact of the United States
Attorney in Dallas, Texas review concerning various accounting and
financial records, and on the impact of any restatements.  Moody's
will also consider the likely impact of the recent changes in
senior management including the placement of the company's Chief
Executive Officer on a leave of absence, and the implications that
may arise from the resignation of the company's CFO on May 13,
2005.

The company has announced that Larry Solari, an independent
director, will serve as Atrium's Chairman and Charles Schmid, also
an independent director, will serve as its Chief Executive
Officer.  Moody's will also focus on the company's financial and
operating performance and, in particular, its ability to improve
its balance sheet and operate through its current accounting
issues.  Moody's notes that Atrium has not yet filed its annual
10k for 2004.

Headquartered in Dallas, Texas, Atrium Corporation is one of the
largest residential window manufacturers in the United States.


AVNET INC: SEC OKs Voluntary Delisting from Pacific Stock Exchange
------------------------------------------------------------------
Avnet Inc. (NYSE:AVT) received notice from the Securities and
Exchange Commission approving Avnet's voluntary withdrawal
application with the Pacific Stock Exchange to withdraw its common
stock from listing on the Pacific Stock Exchange, effective as of
June 3, 2005.

Avnet has resolved to withdraw from listing on the Pacific Stock
Exchange as a cost-saving measure.  Avnet will continue to list
its common stock for trading on the New York Stock Exchange, which
maintains the principal listing of its common stock.

                           About Avnet

Avnet Inc. -- http://www.ir.avnet.com/-- enables success from the
center of the technology industry, providing cost-effective
services and solutions vital to a broad base of more than 100,000
customers and 300 suppliers.  The company markets, distributes and
adds value to a wide variety of electronic components, enterprise
computer products and embedded subsystems.  Through its premier
market position, Avnet brings a breadth and depth of capabilities
that help its trading partners accelerate growth and realize cost
efficiencies. Avnet generated more than $10 billion in revenue in
fiscal 2004 (year ended July 3, 2004) through sales in 68
countries.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service affirmed the debt rating of Avnet Inc.
(senior unsecured at Ba2) and placed the debt ratings of
privately-held Memec Group Holdings Ltd. (senior implied at B2) on
review for possible upgrade following the announcement of Avnet's
acquisition of Memec for $676 million in stock and cash.  The
ratings outlook for Avnet is stable.

Avnet's rating affirmation is based on the transaction's largely
neutral impact on the company's credit metrics (prior to expected
cost synergies) due to the significant use of stock to fund the
acquisition.  Avnet will issue 24.011 million shares of common
stock to Memec investors.  In addition, the transaction will
include a $64 million cash payment and the assumption of $194
million net debt of Memec.  The transaction includes $459 million
of shareholders loans of MEMEC that will be extinguished following
close of the transaction.  Avnet expects to repay at closing $194
million of net borrowings under Memec's $100 million Term Loan A
and $100 million Term Loan B credit agreements, through cash on
hand and borrowings under its undrawn $350 million credit
facility.  Pro forma debt will be $1.6 billion versus actual debt
of $1.3 billion as of January 1, 2005.


BAKER MOTORS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Baker Motors, Inc.
        12214 Detroit Avenue
        Lakewood, Ohio 44107

Bankruptcy Case No.: 05-51717

Type of Business: The Debtor tows automobiles.

Chapter 11 Petition Date: June 7, 2005

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Robert J. Fedor, Esq.
                  Robert J. Fedor, Esq., LLC
                  1991 Crocker Road, Suite 222
                  Westlake, Ohio 44145
                  Tel: (440) 250-9709

Total Assets:  $303,266

Total Debts: $2,352,753

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Service         Taxes                $1,325,000
Special Procedures Unit
P.O. Box 99183
Cleveland, OH 44199

Internal Revenue Service         Taxes                  $530,000
Special Procedures Unit
P.O. Box 99183
Cleveland, OH 44199

Ohio Bureau of Workers           Workers                $150,000
Compensation                     Compensation
Attn: Chris Klym, Esq.
24441 Detroit Road, Suite 200
Westlake, OH 44145

Ohio Department of Taxation      Taxes                  $150,000
Attn: Chris Klym, Esq.
24441 Detroit Road, Suite 200
Westlake, OH 44145

Regional Income Tax Agency       Taxes                   $65,000
P.O. Box 477900
Broadview Heights, OH 44147

Bureau of Wokers Compensation    Workers                 $53,111
Attn: Chris Klym, Esq.           Compensation
2441 Detroit Road, Suite 200
Westlake, OH 44145

Ohio Department of Taxation      Taxes                   $22,000
Attn: Chris Klym, Esq.
24441 Detroit Road, Suite 200
Westlake, OH 44145

Ohio Motorists Association       Value of Security:       $7,168
6000 South Marginal              $49,000
Cleveland, OH 44103

Bureau of Wokers Compensation    Workers                  $6,322
Attn: Chris Klym, Esq.           Compensation
24441 Detroit Road, Suite 200
Westlake, OH 44145

Ohio Motorists Association       Value of Security:       $1,870
6000 South Marginal              $62,000
Cleveland, OH 44103

Ohio Department of Taxation      Taxes                    $1,000
Attn: Chris Klym, Esq.
24441 Detroit Road, Suite 200
Westlake, OH 44145

Ohio Department of Taxation      Taxes                    $1,000
Attn: Chris Klym, Esq.
24441 Detroit Road, Suite 200
Westlake, OH 44145

Regional Income Tax Agency       Taxes                    $1,000
P.O. Box 477900
Broadview Heights, OH 44147


BRAND SERVICES: Moody's Junks $150 Mil. Senior Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings of Brand Services,
Inc., including its senior implied rating to B2 from B1, the
rating on its first lien senior secured bank credit facility to B2
from B1, and the rating on its senior subordinated notes to Caa1
from B3.  At the same time, Moody's assigned a rating of B2 to the
company's new first lien senior secured supplemental term loan and
a B3 to its new second lien senior secured term loan.  The ratings
outlook is stable.

The downgrades reflect the company's significant underperformance
since 2003 relative both to Moody's expectations and to the
company's own projections.  As a result, financial metrics have
tended to resemble that of a B2 rated company, with debt leverage
and interest coverage being especially weak for the former B1
rating.

The stable ratings outlook is based on Moody's expectation that
the financing of the proposed acquisition of the assets of the
Aluma Systems group of companies will be, at worst, a credit-
neutral event, and that the free cash flow generating ability of
Brand will remain intact, with the excess being used to delever
the balance sheet.

The ratings incorporate:

   * the cyclicality of Brand's main business segment;
   * its customer concentration;
   * the large amount of negative tangible net worth; and
   * the subpar financial metrics of the past two years.

At the same time, the ratings consider Brand's industry:

   * leading position in industrial scaffolding and its strong
     position in commercial scaffolding;

   * its solid base of long-standing customers linked by multi-
     year contracts;

   * the apparent abatement of the weakness in capital spending by
     the utility sector; and

   * the company's free cash flow generating ability.

Moody's took these rating actions with respect to Brand Services,
Inc.:

   * Lowered the senior implied rating to B2 from B1

   * Lowered the rating on the $50 million first lien senior
     secured revolver and the $20 million first lien senior
     secured letter of credit facility, both due October 16, 2008,
     to B2 from B1

   * Lowered the rating on the $150 million (current balance
     $102.4 million) first lien senior secured Term Loan B due
     January 15, 2012 (as amended), to B2 from B1

   * Lowered the rating on the $150 million of 12% senior
     subordinated notes due October 15, 2012 to Caa1 from B3

   * Assigned a B2 rating to the proposed new $150 million first
     lien senior secured supplemental term loan due
     January 15, 2012

   * Assigned a B3 rating to the proposed new $35 million second
     lien senior secured term loan due July 15, 2012

On May 19, 2005, Brand entered into an agreement to acquire the
operating assets of the Aluma Systems group of companies of
Toronto, Ontario, Canada for a price of Canadian $255 million
(approximately US $208 million) in a transaction expected to close
in July 2005.  Net proceeds of $150 million from the supplemental
term loan, $35 million from the 2nd lien term loan, $30 million
from the sale of redeemable preferred stock to the company's
sponsor (J.P. Morgan Partners), plus $10 -- 12 million of cash
will be used to purchase the assets and pay transaction expenses.

Pro forma for the transaction as currently proposed, total
consolidated debt/EBITDA of Brand's direct parent company, Brand
Intermediate Holdings, Inc., as of the twelve month period ended
March 30, 2005 will improve modestly, from 5.8x to 5.5x.  Moody's
expects this metric to show improvement in the coming years.

Brand's ratings reflect the fact that demand for non-residential
building construction and capital projects is highly cyclical.
Revenues derived from the utility industry, for example, swung
from approximately $125 million in 2002 to approximately
$52 million by 2004.  In addition, when refining products are in a
period of strong demand or the price of pulp is at a cyclical
high, refineries and pulp and paper mills often delay overhauls as
long as possible.

Although the company maintains a list of top tier industrial and
commercial customers, customer concentration is a concern, as the
top nine clients accounted for 37% of total revenues in 2004 and
the largest two clients, Shell and ExxonMobil, each accounted for
over 10%.  Loss of any one of these clients could have a material
adverse effect on the company's operating results.

After the transaction closes, Brand will have approximately
$380 million of goodwill and other intangibles on its books,
producing a negative tangible net worth position at closing of
$143 million (vs. a book net worth of $237 million).  While not
unusual for B rated companies that have been through the LBO
process, this negative tangible net worth, when combined with the
low returns that the company has generated over the past few years
(as measured by return on assets), suggests that the profitability
of these operations must be dramatically improved in order to
justify the high asset valuations.

The company's metrics over the past several years have been weak
for the former B1 rating and are not very strong for the new B2
rating.  EBIT coverage of interest expense has been less than 1.0x
for seven of the last 10 quarters and at 1.0x for two of the
quarters, while debt/EBITDA has been in the mid-to-high 5x
coverage range for the last 12 months.  Return on assets
(EBIT/assets) has been in the low-to-mid-single digit range since
2002.

On the plus side, Brand is the largest overall provider of
scaffolding services in the U.S.  In the approximately
$1.0 billion industrial scaffolding segment, it holds an estimated
24% market share and the number one position, and in the
approximately $0.9 billion commercial scaffolding segment, it has
an estimated 7% market share and the number three position.  This
size and scale afford it the ability to capture, augment and
retain contracts with large national industrial customers such as:

   * oil refiners,
   * chemical and petrochemical companies, and
   * pulp and paper producers.

Additionally, the company possesses an impressive customer base
with long-standing relationships.  Among Brand's top nine clients,
four have been customers of the company for an average of 22
years, with the top two customers being clients for an average of
24 years.  Most of the company's clients are linked by multi-year
contracts.

Utility capital spending, which has been in a sharp downtrend
since 2003, shows signs of stabilizing, which would be a positive
development for Brand, which derived 16% of its revenues in 2004
from the utility sector (down from 34% in 2002).

Despite generating net losses since the first quarter of 2003 and
experiencing a significant decline in one of its major end markets
(utilities), the company has managed to pay down approximately
$28 million of debt during this time period, which reflects its
free cash flow generating ability.  Going forward, Moody's expects
free cash flow to be utilized principally for debt repayment.

The $150 million first lien senior secured supplemental term loan
is, like the existing Term Loan B and revolver, guaranteed by all
of the company's domestic subsidiaries and is secured by
substantially all tangible and intangible assets of the company
and by a pledge of the capital stock of the company and its
subsidiaries.  The $35 million second lien senior secured term
loan will benefit, on a second-priority basis, from the same
guarantees and security.

The existing $150 million senior subordinated notes are guaranteed
on a senior subordinated basis by all of the company's existing
and certain future domestic subsidiaries.

Headquartered in Chesterfield, MO, Brand Services, Inc. is the
largest North American provider of scaffolding services.  Revenues
and EBITDA in 2004 were approximately $334 million and
$53 million, respectively.


BRASOTA MORTGAGE: Committee Hires Foley & Lardner as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Brasota Mortgage
Company, Inc., and its debtor-affiliate sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Florida, Tampa Division, to employ Foley & Lardner LLP as counsel,
nunc pro tunc to April 29, 2005.

The committee selected Foley & Lardner as its attorneys based on
the Firm's extensive practice in representing unsecured creditors'
committees in chapter 11 reorganization cases.

Foley & Lardner will:

     a) provide legal advice with respect to the committees'
        powers and duties in this bankruptcy case;

     b) prepare all necessary applications, reports and other
        legal papers and answer orders in behalf of the committee;

     c) represent the Committee in matters involving contests with
        Debtors, alleged secured creditors and other third
        parties;

     d) review any post-petition financing, cash collateral
        matters, employment retention matters, and any proposed
        sale of assets;

     e) negotiate consensual plans of liquidation or
        reorganization; and

     f) perform all other legal services for the Committee that
        may be necessary in this bankruptcy case.

Foley & Lardner's attorneys and legal assistants initially
designated to represent the Committee and their hourly rates are:

        Professional               Designation   Hourly Rate
        ------------               -----------   -----------
        W. Keith Fendrick, Esq.    Partner           $330
        Lori V. Vaughan, Esq.      Senior Counsel     250
        Lisa Walker                Paralegal          100

The Committee believes that Foley & Lardner 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.


BUILDERS PLUMBING: Chapter 7 Trustee Hires KPMG as Tax Consultant
-----------------------------------------------------------------
David Grochocinski, the Chapter 7 Trustee overseeing Builders
Plumbing & Heating Supply Co. and its debtor-affiliates'
bankruptcy estates, sought and obtained permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
and retain KPMG, LLP, as his tax appeals consultant, nunc pro tunc
to May 18, 2005.

KPMG will:

   a) work with the Trustee's advisors to develop the Trustee's
      legal and factual position for any appellate proceedings;

   b) assist the Trustee's advisors in filing a protest on behalf
      of the Trustee, request that denial of the refunds claimed
      be reviewed by the appellate body of the Internal Revenue
      Service, and respond to any rebuttal issued by the IRS, and
      supplement such protests, as needed; and

   c) negotiate refund issues with the IRS and represent the
      Trustee in any proceedings, including alternative dispute
      resolution procedures, to the extent such procedures are
      available and become necessary.

The firm will charge its customary hourly rates which range from
$650 per hour for partners and principals to $425 per hour for a
paraprofessional.

Mark S. Heroux, a partner in KPMG, LLP, assures the Court that the
firm has no adverse interest in this matter and is well qualified
to provide services to the Trustee.

Headquartered in Addison, Illinois, Builders Plumbing & Heating
Supply Co. is a plumbing product distributor.  The Debtor and its
affiliates filed for chapter 11 protection on December 5, 2003
(Bankr. N.D. Ill. Case No. 03-49243).  Brian A. Audette, Esq.,
David N Missner, Esq., and Marc I. Fenton, Esq., at Piper Rudnick
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
assets of $62,834,841 and debts of $57,559,894.


CAROLINA TOBACCO: Wants Court to Allow Fund Transfer
----------------------------------------------------
Carolina Tobacco Company maintains a checking account with the
Bank of America, N.A.  The Debtor has an electronic funds transfer
arrangement with the Bank which allows Carolina Tobacco to debit
its 93 customers' (distributors of cigarettes) bank accounts to
collect its accounts receivable.  The U.S. Customs Department, in
turn, debits Carolina's checking account for federal excise taxes
on its cigarette sales.

Carolina Tobacco wants to continue using the Bank's electronic
fund transfer (EFT) services to pay excise taxes to the Customs
agency.  Without a permit from the Customs Department, Carolina
won't be able to continue its operations.

The Bank won't allow Carolina Tobacco to continue using EFT unless
Carolina pledges $1,000,000 from its savings account to secure any
obligations in case an EFT transaction is reversed by one of
Carolina's distributors.

Carolina's savings account balance is $400,000 while its checking
account has a $7,000,000 balance.  Carolina wants to transfer
$600,000 to its savings account from its checking account to reach
the $1 million mark the Bank requires.

Accordingly, Carolina Tobacco asks the U.S. Bankruptcy Court for
the District of Oregon to allow the transfer of the funds from its
checking account to its savings account.

Headquartered in Portland, Oregon, Carolina Tobacco Company --
http://www.carolinatobacco.com/-- manufactures the Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C. represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets OF
$24,408,298 and total debts of $14,929,169.


CATHOLIC CHURCH: Portland's Exclusive Periods Extended to Dec. 31
-----------------------------------------------------------------
As previously reported, the Tort Claimants Committee asked Judge
Perris to deny the Archdiocese of Portland's request to further
extend the period within which it has the exclusive right to:

    * file a plan until December 31, 2005; and

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

The Committee explains that the Archdiocese has already received a
seven-month extension before.  Another extension would only
further delay the already protracted proceedings and allow the
Archdiocese to use the Exclusive Periods and the delay as
leverage.

*   *   *

Judge Perris extends the period within which the Archdiocese of
Portland has the exclusive right to file a plan to November 15,
2005, and obtain acceptance of the plan to January 16, 2006.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Ct. OKs Tucson's 3rd Amended Disclosure Statement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approves
the disclosure statement explaining the Third Amended Plan of
Reorganization for the Diocese of Tucson over the objections of:

   1.  Four Tort Claimants;
   2.  Pacific Employers Insurance Company; and
   3.  The United States Trustee

Judge Marlar finds that the Third Amended Disclosure Statement
contains "adequate information" as defined in Section 1125 of the
Bankruptcy Code to enable a hypothetical reasonable investor
typical of holders of claims or interests of the relevant class
to make an informed judgment about the Plan.

                            *   *   *

On May 25, 2005, the Diocese of Tucson delivered to the U.S.
Bankruptcy Court for the District of Arizona a third amendment to
its plan of reorganization and disclosure statement.

The Third Amended Plan is the result of the collective effort and
cooperation of the Diocese, the Official Committee of Tort
Creditors and its professionals, the attorneys for a large number
of tort claimants, the Guardian ad Litem and the Unknown Claims
Representative and their counsel, the Bishop of the Diocese of
Tucson, Rev. Gerald F. Kicanas, D.D., tells Judge Marlar.

"These parties have worked very hard to try and reconcile the
various needs and expectations of the various constituencies with
the limited resources of the Diocese as well as to provide a
reasonable and equitable framework for dealing with Unknown Tort
Claims," according to Bishop Kicanas.

               Classification & Treatment of Claims

The Plan reclassifies Class 1 Priority Employee Unsecured Claims
as unimpaired.  Class 2 Prepetition Property Tax Secured Claims is
revised to Prepetition Date Secured Tax Claims and Class 7 Parish
Claims is revised to Parish Loan Claims.

Tucson's estimate of the Allowed Class 7 Claims is lowered to
$4,700,000 from $6,962,867.

                       Parish Loan Claims

Bishop Kicanas explains that the Claims of the Parishes against
the Diocese arise in two respects.  The Parishes have Claims
against the Diocese for the amount of their Unrestricted Deposits
for return of their funds.  In addition, a number of Parishes and
affiliated entities have made unsecured loans to the Diocese to
fund the 2002 Settlement.

The balance of Settlement Loans as of the Petition Date was
$4,700,000.  The Unrestricted Deposits, which comprise the balance
of the Parish Claims, total $2,200,000.

As of the Petition Date, the Diocese had made no payments on the
Parish Loans.  The Diocese anticipates that either pursuant to a
Bankruptcy Court order prior to the Effective Date or pursuant to
the Plan, the Unrestricted Deposits will be returned to the
Parishes.

         Treatment of Tort Claims Under Settlement Trust

Pursuant to the Plan, the Special Arbitrator will consider each
Tort Claim of a Settling Tort Claimant.  The Special Arbitrator
will Allow or Disallow the Claim.  If the Tort Claim is Allowed,
the Special Arbitrator will classify each Claim as a Relationship
Tort Claim, a Tier One Claim, a Tier Two Claim, a California Tier
Claim, a Tier Three Claim or a Tier Four Claim.  If a Tort Claim
is Disallowed, the Tort Claim will not be placed in a Tier and the
Tort Claimant will take nothing under the Plan.

Settling Tort Claimants with Allowed Tort Claims will receive at
least the Initial Distribution Amounts for their Tiers:

                                        Initial
                                  Distribution Amount
                                  -------------------
               Tier One                $100,000
               Tier Two                 200,000
               California Tier          300,000
               Tier Three               425,000
               Tier Four                600,000

                    Relationship Tort Claimant

A Relationship Tort Claimant will receive 5% of the direct
victim's Initial Distribution Amount.  No distribution will be
made to a Relationship Tort Claimant until the Tort Claim of the
son or daughter or spouse has been Allowed.  If the Claim of the
direct Tort Claimant is Disallowed, the Claim of the Relationship
Tort Claimant will also be Disallowed and the Relationship Tort
Claimant will receive nothing under the Plan.

If the Claim of the Tort Claimant is Allowed, the Relationship
Tort Claimant will receive the Relationship Tort Claim
Distribution Amount, provided that if there is more than one son
or daughter who is a Tort Claimant with an Allowed Tort Claim, the
Determination and Treatment of Unknown Tort Claims Relationship
Tort Claim Distribution Amount will be limited to the highest
Initial Distribution amount for a son or daughter regardless of
how many children are Tort Claimants with Allowed Tort Claims.

In addition, there will be only one Relationship Tort Claim
Distribution Amount per family so that if two parents filed
Relationship Tort Claims, regardless of whether they are married
at the time of Allowance and payment, only one payment will be
made and the parents can determine how the Relationship Tort
Claim Distribution Amount will be split.

         Treatment of Tort Claims Under Litigation Trust

Tort Claims of Non-Settling Tort Claimants will be determined by
the Bankruptcy Court, a jury or the District Court -- depending on
the rights asserted or waived by a Non-Settling Tort Claimant.

Recovery will be limited to the lesser of:

   (i) the judgment;

  (ii) $425,000; or

(iii) a Pro Rata share of the amount allocated to the Litigation
       Trust.

Any jury trial or Court trial of a Non-Settling Tort Claimant will
be held in the U.S. District Court for the District of Arizona,
Tucson Division, or in the Bankruptcy Court.  Any objection to a
Non-Settling Tort Claimant's Claim prior to the Confirmation Date
will constitute commencement of the action to determine the
Allowance or Disallowance of the Tort Claim.

                     Litigation Trust Funding

If any Tort Claimants opt into the Litigation Trust, the
Litigation Trust will be funded with 10% of the Initial
Contribution, which is $15,700,000, to be paid to the Trustee from
the Settlement Trust after the Effective Date, unless the Court
determines that a lesser amount is sufficient to fund the
Litigation Trust.  The Court will determine the final allocation
of the transferred Cash and Assets between the Settlement Trust
and the Litigation Trust, if necessary, as part of the
confirmation process.

If few Tort Claimants opt into the Litigation Trust, the Diocese
and the Tort Committee will request that a lesser amount be used
to fund the Litigation Trust.  In all events, there is a
limitation on the recovery amount a Non-Settling Tort Claimant can
receive regardless of the amount of the judgment entered in any
litigation regarding the Tort Claim.

If a Tort Claim is Disallowed, the Tort Claim will not be placed
in a Tier and the Tort Claimant will take nothing under the Plan.

                     Tort Compromise Claim

Under certain circumstances, the Diocese and the Tort Committee
can offer a Tort Claimant the opportunity to participate as a
Tort Compromise Claim after the Effective Date so long as the
Tort Claimant's Claim has not yet been Disallowed by the Special
Arbitrator or an adverse ruling on the Tort Claim been rendered
against a Non-Settling Tort Claimant.

Tort Claimants who elect on the Ballot to have their Tort Claims
treated as a Tort Compromise Claim will receive a lump sum one-
time payment of $15,000 on the Effective Date.

The Tort Claimant, the Diocese or the Tort Committee can request
an evidentiary hearing and present witnesses and other evidence
relevant to the evaluation of a Tort Claim or Unknown Tort Claim
by the Special Arbitrator.  The Tort Claimant or Unknown Tort
Claimant, the Diocese or the Tort Committee can request the
Special Arbitrator to issue subpoenas compelling the attendance of
witnesses at the evidentiary hearing.  The Special Arbitrator may
also request from the Tort Claimant, the Tort Committee or the
Debtor any materials that will aid the Special Arbitrator in
evaluating a Tort Claim.

The Special Arbitrator will give notice to the Reorganized
Debtor, the Tort Claimant, and Stinson Morrison Hecker LLP and
other professionals that the Tort Committee may retain, of the
Allowance of any Tort Claim and the Tier in which the Special
Arbitrator is Allowing the Tort Claim.  The Reorganized Debtor,
the Tort Claimant or the Tort Committee may object to the
Allowance, including the Tier placement by written objection to
the Special Arbitrator with 20 days of receiving the notice.  The
Special Arbitrator will serve notice on the Reorganized Debtor,
the Tort Claimant and the Committee Professional if the Special
Arbitrator is changing the Tier Placement or decision to Allow the
Tort Claim.

             Establishment of Unknown Claims Reserve

Tucson will establish a $5 million Unknown Claims Reserve from
which Unknown Tort Claims that are Allowed by the Special
Arbitrator will be paid.

The Unknown Claims Reserve will be funded over a period of time
from the remainder of the Initial Contribution, if any, and other
sources.  If the Court determines that the Unknown Claims Reserve
should be reduced or upon termination of the Unknown Claims
Reserve, any reduction or termination will be subject to the
Sharing Arrangement.  After application of the Sharing
Arrangement, the amount not distributed to the Diocese will be
used to increase the Distributions to the Settling Tort Claimants
with Allowed Tort Claims in accordance with the Weighted
Distribution Ratio.

Bishop Kicanas discloses that the Trustee of the Settlement Trust
will be directed to segregate $100,000 of the Initial Contribution
Amount to allow the Unknown Claims Representative to investigate
and, if necessary, pursue possible recoveries that might be within
the Estate's strong-arm powers with respect to certain Avoidance
Actions that will be assigned to him.  This authority will not
extend to the Parish property issue, which will be resolved by the
Plan and any agreements with the Parishes.

                 Review of Tort Claims Continues

Rev. Kicanas tells the Court that 56 Tort Claims remain.
However, 23 of the Claims require additional information prior to
being Allowed either because they require additional proof as to
the allegation, or they appear to be barred by the statute of
limitations.  The Third Amended Plan contemplates giving the Tort
Claimants an election to have their Tort Claims treated as Tort
Compromise Claims.

The Diocese is presently working with the Official Committee of
Tort Creditors and a group of the remaining Tort Claimants and
their counsel to resolve allowance and treatment of their Tort
Claims under the Settlement Trust.  The Diocese anticipates that
the Tort Committee will be filing objections to a number of Tort
Claims.

               Lina Rodriguez as Special Arbitrator

The Diocese, the Tort Committee and the Claims Representatives
agree that Lina Rodriguez will serve as the Special Arbitrator.

Ms. Rodriguez began her career in private practice at a Tucson law
firm.  She was appointed as a Pima County Superior Court Judge in
1984 and served 20 years in that position.  She retired recently.
While on the bench, Ms. Rodriguez presided over a variety of
cases.  She also served as an arbitrator and mediator both while
she was a sitting judge and after.

The parties believe that Ms. Rodriguez, given her breadth of
experience, is particularly well suited for the position.  She has
also agreed to serve in that capacity.

As Special Arbitrator, Ms. Rodriguez' decision will be final and
unappealable.

                        Settling Insurers

Each insurance company or insurance broker providing an insurance
policy to the Diocese for liability arising from or related to
Tort Claims will be given an opportunity to participate in the
Plan and become a Settling Insurer.  Any Insurance Company that
fails to settle with the Diocese on terms and conditions
acceptable to the Diocese and approved by the Bankruptcy Court
will not receive the benefits of a Settling Insurer under the
Plan.

                       Sharing Arrangement

The Diocese and the Tort Committee have agreed on a Sharing
Arrangement whereby, under certain circumstances, the Diocese will
share in a percentage of the amounts to be distributed to the
Settling Tort Claimants:

   (a) Any amounts in the Unknown Claims Reserve that are
       released for distribution to Settling Tort Claimants will
       be split so that 20% will be paid to the Diocese to be
       used for Special Projects and 80% will be paid to the
       Trustee of the Settlement Trust to make additional
       distributions to the holders of Allowed Settling Tort
       Claims in accordance with the terms of the Plan.

   (b) The Diocese may also receive additional amounts as may be
       agreed upon by the Diocese and the Committee prior to the
       Confirmation Date.

   (c) If the amounts paid into the Fund equal or exceed
       $20,000,000, then the Fund in excess of $20,000,000 will
       be shared:

          Amounts Paid into the Fund      Sharing Arrangement
          --------------------------      -------------------
          $20,000,000 to $21,000,000       10% to the Diocese
                                           90% to the Trustee

          $21,000,000 to $22,000,000       20% to the Diocese
                                           80% to the Trustee

          $22,000,000 to $23,000,000       30% to the Diocese
                                           80% to the Trustee

          Over $23,000,000                 40% to the Diocese
                                           60% to the Trustee

The Diocese will use any amounts received for Special Projects,
which will include:

   (1) matters related the identification of sexual abuse,

   (2) the training and education of employees of the Diocese and
       other Catholic-related entities within the territory of
       the Diocese regarding, among other things:

          * reporting requirements under applicable law of any
            acts of suspected sexual abuse;

          * dealing with victims of sexual abuse;

          * establishing programs for the prevention of sexual
            abuse;

          * selection, education, screening, training and
            orientation of priests, teachers, deacons, volunteers
            and other workers in the Diocese regardless of
            whether the individuals are directly employed by or
            volunteer for the Diocese or employed or volunteer
            for any other Catholic-related entities;

          * establishment of youth programs and the training and
            supervision of leaders for the programs;

          * counseling and other programs for the treatment of
            the effects of sexual abuse whether provided directly
            by the Diocese, the Victim Assistance Program or some
            other entity or person; and

          * all costs associated with the Office of Child,
            Adolescent and Adult Protection or other similar
            entity established by the Diocese, and any other
            programs or activities related to the treatment of
            sex abuse victims and programs related to the
            prevention of sexual abuse, or any other programs
            which the Diocese reasonably determines will assist
            it in preventing incidents of sexual abuse by clergy,
            other workers or volunteers who work or volunteer in
            the Diocese and in other Catholic organizations
            within the Diocese's territory.

                  Continuation of Tort Committee

Rev. Kicanas clarifies that upon the occurrence of the Effective
Date, the Tort Committee will continue for purposes specified in
the Plan.  Except with respect to certain provisions contained in
the Plan regarding the Unknown Claims Reserve and any assigned
Avoidance Actions, the Unknown Claims Representative and the
Guardian ad Litem will be released from all rights and duties
arising from or related to the Reorganization Case.

A full-text copy of Tucson's Third Amended Disclosure Statement
showing the changes is available for free at:

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

A full-text copy of Tucson's Third Amended Reorganization Plan
showing the changes is available for free at:

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

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 29;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLARENT CORP: Trustee Has Until Aug. 26 to File Notices of Removal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Uecker & Associates, Inc., the Liquidating Trustee appointed
pursuant to the confirmed chapter 11 plan of Clarent Corporation,
more time, through and including Aug. 26, 2005, to file notices of
removal with regard to pre-petition Civil Actions pursuant to 28
U.S.C. Section 1452 and Rules 9006 and 9027 of the Federal Rules
of Bankruptcy Procedure.

The Court confirmed the Liquidating Trustee's Second Amended
Liquidating Plan of Reorganization on April 1, 2004.  Pursuant to
the confirmed Plan, Uecker & Associates is charged with
liquidating the Debtor's estate.

Uecker & Associates explains that various lawsuits were commenced
against the Debtor and its former officers and directors.  Those
lawsuits are pending in courts across the country.  Uecker &
Associates reminds the Court that it approved a Memorandum of
Understanding, which is a global settlement that tentatively
resolves those actions and proceedings.

Several of the Memorandum of Understanding's terms and
requirements have yet to be fulfilled.  Until the global
settlement is finalized, Uecker doesn't want to lose the right to
remove the underlying lawsuits from then remote courts to the
Northern District of California.

While the Bankruptcy Court has approved the Memorandum, many of
the other conditions under the Memorandum will not likely occur
for several months.

Uecker & Associates submits that the extension is necessary in
order to preserve its right to remove the civil actions in the
event the Memorandum becomes null and void or otherwise of no
force and effect, thereby protecting the estate's right to
economically adjudicate lawsuits pursuant to 28 U.S.C. Section
1452 if the circumstances warrant removal for the civil actions.

Furthermore, the extension will not prejudice any adversaries to
the civil actions as those adversaries whose proceedings are
removed may have their cases remanded pursuant to 28 U.S.C.
Section 1452(b).

Headquartered in Redwood City, California, Clarent Corporation
provided voice solutions for next generation networks.
The Company filed for chapter 11 petition on Dec. 13, 2002 (Bankr.
N.D. Calif. Case No. 02-33504).  Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young & Jones, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $402,393,000 and
total debts of $101,539,000.  The Court confirmed the Debtor's
chapter 11 Plan on April 1, 2004.  Uecker and Associates, Inc., is
the Liquidating Trustee for the Debtor's confirmed Plan.  Craig C.
Chiang, Esq., at Buchalter, Nemer, Fields and Younger represents
the Liquidating Trustee.


CLARENT CORP: Trustee Has Until Sept. 30 to Object to Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Uecker & Associates, Inc., the Liquidating Trustee appointed
pursuant to the confirmed chapter 11 plan of Clarent Corporation,
an extension, through and including Sept. 30, 2005, to object to
claims filed by the company's creditors.

The Court confirmed the Liquidating Trustee's Second Amended
Liquidating Plan of Reorganization on April 1, 2004.

Uecker & Associates explains that it recently entered into a Court
approved Memorandum of Understanding, which tentatively resolves a
multitude of lawsuits pending across the country, principally
involving allegations of securities fraud against the Debtor's
former directors and officers.

One of the disputes that the Memorandum tentatively resolves is
the Settling directors and officers' claims for indemnification
against the Debtor. Several of the Settling Ds & Os have filed
proofs of claim against the estate for indemnification, allegedly
arising from pre-petition indemnity agreements entered into with
the Debtor.  Under the terms of the Memorandum, the Settling
Ds & Os will release and take steps to withdraw their proofs of
claim

Uecker & Associates says that while the Bankruptcy Court has
approved the Memorandum, a veritable laundry list of requirements
in the Memorandum have yet to be fulfilled.

The Memorandum provides that if both the Bankruptcy Court and the
District Court do not enter orders approving the Memorandum by
July 31, 2005, then the Memorandum will be null and void and of no
further force and effect, unless the settling parties agree to
extend the deadline by written stipulation.

Uecker & Associates gave the Court two reasons in support of the
extension:

  a) the extension is necessary to ensure its ongoing right to
     object to the Settling Ds & Os claims, and to maintain its
     right object to certain other significant claims, unrelated
     to the Settling Ds & Os, that are also currently under review
     and the subject of ongoing settlement discussions; and

  b) the extension is in the best interests of the estate and its
     creditors, as it will preserve the Liquidating Trustee's
     right to object to significant claims in the event they are
     not resolved through either the Memorandum or ongoing
     settlement discussions.

Headquartered in Redwood City, California, Clarent Corporation
provided voice solutions for next generation networks.
The Company filed for chapter 11 petition on Dec. 13, 2002 (Bankr.
N.D. Calif. Case No. 02-33504).  Debra I. Grassgreen, Esq., at
Pachulski, Stang, Ziehl, Young & Jones, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $402,393,000 and
total debts of $101,539,000.  The Court confirmed the Debtor's
chapter 11 Plan on April 1, 2004.  Uecker and Associates, Inc., is
the Liquidating Trustee for the Debtor's confirmed Plan.  Craig C.
Chiang, Esq., at Buchalter, Nemer, Fields and Younger represents
the Liquidating Trustee.


COLLINS & AIKMAN: Aspen Reports 8.37% Stake in Collins & Aikman
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Aspen Advisors, LLC, and Nikos Hecht disclose that
they are deemed to beneficially own 7,000,000 shares of Collins &
Aikman Corp. common stock, which represent 8.37% of the
83,600,000 shares issued and outstanding at September 30, 2004.

In addition, Aspen Partners Series A, a series of Aspen Capital
Partners, LP, and Aspen Capital, LLC, disclose that they are
deemed to beneficially own 5,770,500 shares of Collins & Aikman
common stock, which represent a 6.9% equity stake in the Company.

Aspen Partners directly owns 5,770,500 shares; private clients of
Aspen Advisors own the other 1,229,500 shares.

Aspen Capital is the general partner of Aspen Partners.  Thus,
Aspen Capital may be deemed to share beneficial ownership of the
Common Shares owned directly by Aspen Partners.

Mr. Hecht is the managing member of Aspen Capital and of Aspen
Advisors.  As the managing member and owner of a majority of the
membership interest in Aspen Advisors and Aspen Capital, Mr.
Hecht may be deemed to be the controlling person of Aspen
Advisors and Aspen Capital and, through Aspen Capital, Aspen
Partners.

Aspen Advisors, as investment manager for Aspen Partners and its
private clients, has discretionary investment authority over the
Common Shares held by Aspen Partners and the private clients.
Accordingly, Mr. Hecht may be deemed to be the beneficial owner
of the Common Shares held by Aspen Partners and the private
clients of Aspen Advisors.

Aspen Partners and Aspen Capital disclaim any beneficial interest
in the Common Shares owned by the accounts managed by Aspen
Advisors.

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)


CONTINENTAL AIRLINES: Closes New $300 Mil. Secured Loan Facility
----------------------------------------------------------------
Continental Airlines and its two wholly owned subsidiaries, Air
Micronesia, Inc., and Continental Micronesia, Inc., closed on a
secured loan transaction pursuant to a Credit and Guaranty
Agreement and several related security agreements.  The total loan
amount borrowed by the Company and CMI is initially $300 million.
In certain circumstances, the amount that may be borrowed by CMI
and the Company under the facility may be increased by up to
$50 million within 30 days of the initial borrowings.  The
subsidiaries have unconditionally guaranteed the loan to the
Company, and the Company and AMI have unconditionally guaranteed
the loan to CMI.

The loans have a term of six years and are non-amortizing, except
for certain mandatory prepayments described below.  The loans
accrue interest at a floating rate per annum determined by
reference to the three-month London Interbank Offered Rate, known
as LIBOR, plus a margin of 5.375% per annum.  The loans and
guarantees are secured by certain U.S.-Asia routes and related
assets of the Company, all of the outstanding common stock of AMI
and CMI and substantially all of the other assets of AMI and CMI,
including route authorities and related assets.

The loan documents require the Company to maintain a minimum
balance of unrestricted cash and cash equivalents of one billion
dollars at the end of each month.  The loans may become due and
payable immediately if the Company fails to maintain the monthly
minimum cash balance and upon the occurrence of other customary
events of default under the Credit and Guaranty Agreement.  If the
Company fails to maintain a balance of unrestricted cash and cash
equivalents of $1,125,000,000, the Company and CMI will be
required to make a mandatory prepayment of the loans equal to one-
seventh of the original amount of the loans.  In addition, if the
value of the collateral securing the loan, as shown in periodic
appraisals, is less than a specified ratio, the Company and CMI
will be required to post additional collateral or prepay the loans
to maintain the specified loan to value ratio.  Also, if AMI or
CMI receives cash proceeds in certain circumstances from the sale
of assets or similar events, the loans must be prepaid in the
amount of such proceeds.

The Company intends to use the loan proceeds for general corporate
purposes.  Merrill Lynch Mortgage Capital Inc. is acting as the
administrative agent under the loan facility.  The loans will be
held by Merrill Lynch and a group of other lenders.

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

                          *     *     *

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

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

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

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


DELTA AIR: May 2005 System Traffic Up 9.4% From Last Year
---------------------------------------------------------
Delta Air Lines (NYSE: DAL) reported traffic results for May 2005.
System traffic for May 2005 increased 9.4 percent from May 2004 on
a capacity increase of 5.7 percent. Delta's system load factor was
76.3 percent in May 2005, up 2.5 points from the same period last
year.

Domestic traffic in May 2005 increased 7.4 percent year over year,
while capacity increased 4.2 percent. Domestic load factor in May
2005 was 74.9 percent, up 2.2 points from the same period a year
ago.  International traffic in May 2005 increased 16.3 percent
year over year on an 11.2 percent increase in capacity.
International load factor was 81.3 percent, up 3.6 points from May
2004.

During May 2005, Delta operated its schedule at a 98.8 percent
completion rate, compared to 99.0 percent in May 2004.  Delta
boarded 10,527,172 passengers during the month of May 2005, an
increase of 4.1 percent from May 2004.

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

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


DP 8 LLC: Vanderbilt Farms Files Plan of Reorganization
-------------------------------------------------------
Vanderbilt Farms, LLC, a creditor in DP 8, LLC's chapter 11 case,
delivered a Disclosure Statement to the U.S. Bankruptcy Court for
the District of Arizona explaining its First Amended Plan of
Reorganization.  Vanderbilt Farms submitted the reorganization
plan on May 26, 2005.

                      Vanderbilt Farms' Claim

Vanderbilt Farms' claim comes from debt service and other carrying
costs it shouldered on behalf of DP 8 in connection with the
purchase of the Meridian Ranch, a 750-acre property located on the
border between Pima and Maricopa counties in Arizona.

Vanderbilt Farms made this accommodation to DP 8, which did not
have sufficient funds to join the purchase, on the condition that
its loan would be paid with 20% interest.  Vanderbilt Farms
obtained a loan from Bryant Stooks to pay for debt service and
carrying costs associated with the Meridian purchase.

Vanderbilt Farms also claims that it has a verbal agreement with
Marty De Rito, the former majority owner of DP 8, stipulating a
50% share of profits from the Meridian Ranch.  No written contract
was signed to formalize this agreement.

                Sale of De Rito's Interest in DP 8

In June 2004, Mr. De Rito resigned as DP 8's manager and sold his
49% membership interest in DP 8 to Vanderbilt Farms.  DP 8's
membership structure at the time of Mr. De Rito's departure was:

            Member                      Interest
            ------                      --------
            De Rito                     49.1136%
            Candice Company             34.3795%
            Lobollanta Dairy, Inc.      10.8050%
            J.B. Holdings, Inc.          3.9291%
            Southwest Properties, Inc.   1.7728%

Kathy Aleman and Daryl Wolfswinkel gained control of DP 8 after
Mr. De Rito's resignation.  Ms. Aleman and Mr. Wolfswinkel have
refused to recognize the validity of the membership interest sale.

              The First Amended Plan of Reorganization

Vanderbilt Farms' Plan proposes to:

    a) resolve all disputes among the LLC members and restructure
       DP 8's management;

    b) determine its profit share claim in the Meridian property;
       and

    c) provide other members not wishing to remain in
       reorganized DP 8 a chance to sell their interests at a
       fair price.

The Plan groups claims and interests into six classes. The first
four classes, composed of administrative expenses; claims secured
by liens on the real property; claims of the owners of property
adjacent to the real Property, on which the Debtor and its co-
tenants hold repurchase options; and claims not holding security
or entitled to priority, will be paid in full, in cash, on the
effective date of the Plan.

Vanderbilt Farms' unsecured claim shall be satisfied by an
unsecured promissory note from DP 8, bearing below-market interest
at 4%.  The note will mature two years after plan confirmation or
the sale of the property.

Holders of DP 8 membership interests can choose to receive a cash
payment from Vanderbilt in exchange for their existing membership
rights and interests.  Withdrawing Members will no longer be
members of DP 8, but will retain ownership of their respective
economic interest until full payment is made.

The Plan will be funded from the Debtor's cash on hand.
Vanderbilt Farms will also advance any additional cash needed to
make the payments.

The Court will consider and rule on any objections or
modifications to the Disclosure Statement at a hearing scheduled
for June 30, 2005, at 1:00 p.m., at 230 N. First Ave., 7th Floor,
Courtroom 702 in Phoenix, Arizona.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection, it listed $13,626,000 in
total assets and $3,663,678 in total debts.


DP 8 LLC: Interest Holders Tap Kevin Petersen as Manager
--------------------------------------------------------
Candice Company and Meridian Queen Creek Holdings, L.L.C., ask the
U.S. Bankruptcy Court for the District of Arizona to appoint Kevin
Petersen as the person to perform the duties of the debtor-in-
possession in DP 8 L.L.C.'s chapter 11 case, on an interim basis.

Candice Company, holding 34% of the voting ownership interest in
DP 8, and Meridian Queen, holding 49% of the voting ownership
interest in the Debtor, want Mr. Petersen to fill the vacancy left
by the resignation of John Beerling as manager.

The Debtor had three managers from 1999 until the resignation of
Mr. Beerling.  Candice explained that while unanimous consent of
members will be required to remove a manager, a majority of
members' interests can elect a replacement for a resigned manager.

Mr. Petersen is a licensed real estate professional who is
familiar with the real property owned by the Debtor and its co-
tenants, and is well qualified to fill the role as the manager.
No major decisions regarding the Debtor's property need to be made
in the short term, Candice said.

The Debtor is a manager-managed limited liability company
according to Kathy Aleman and Daryl Wolfswinkel, whose affiliated
companies control approximately 13% of the economic interests in
the Debtor.  A manager of a manager-managed limited liability
company has full authority to act on behalf of the entity.  Since
Ms. Aleman and Mr. Wolfswinkel indicated that neither of them wish
to continue to manage the debtor-in-possession, they asked the
court to appoint a chapter 11 trustee.

Candice argues that the appointment of a chapter 11 trustee is
"too much medicine for too little ill under the circumstances of
this case."  Instead, the appointment of Mr. Petersen will provide
a speedier and cheaper way to manage the Debtor's affairs.  While
Candice Company expects to review a disclosure statement
accompanying the plan of reorganization filed by Vanderbilt Farms
on May 26, 2005, Candice said the plan holds real promise as a
long-term resolution of the issues which prompted the filing of
the Debtor's chapter 11 case.

Headquartered in Mesa, Arizona, DP 8 L.L.C., a real estate
developer, filed for chapter 11 protection on July 30, 2004
(Bankr. Ariz. Case No. 04-13428).  Dale C. Schian, Esq., at Schian
Walker PLC, represents the Debtor in its restructuring efforts.
Gerald K. Smith, Esq., at Lewis and Roca LLP, represents Candice
Company.  When the Debtor filed for protection, it listed
$13,626,000 in total assets and $3,663,678 in total debts.


EDDIE BAUER: Moody's Rates $300M Guaranteed Sec. Term Loan at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned these prospective ratings to
Eddie Bauer, Inc.:

   * Senior Implied of (P)Ba3;
   * $300 Million Guaranteed Secured Term Loan of (P) Ba3.

The outlook is stable.  The proceeds of the term loan will be
distributed to pre-petition general unsecured lenders in
conjunction with the companies' planned exit from Chapter 11 in
June 2005.  The ratings are prospective until such time as the
company emerges from bankruptcy.  Upon emergence, the company also
expects to have in place a $150 million revolving credit exit
facility, which will not be rated.

The Ba3 senior implied rating reflects:

   * the company's established and well recognized brand name;

   * its multi channel retail format which includes retail stores,
     catalog, and e-commerce; and

   * its solid free cash flow generation, and leverage and
     coverage metrics that are strong for the rating category.

The ratings are also supported by the company's resonance with the
male consumer, which differentiates it from most apparel
retailers, as well as its strategic decision to exit the home
business and its stable licensing revenue stream.  The rating also
considers the nature of the events that led to it filing for
Chapter 11 in 2003 along with its parent company Spiegel, Inc.
which were largely a result of a deterioration of Spiegel's credit
card business and to a much lesser extent weak 2001 performance of
Eddie Bauer.

In addition, the rating encompasses the nature of the liabilities
assumed by Eddie Bauer as a part of the bankruptcy process; these
are predominantly a result of its guarantee of parent company
obligations incurred to finance other subsidiaries' operating
issues.  In addition, the rating reflects the fact that the
company was able to reject leases during the bankruptcy process
which allowed it to exit underperforming stores.

The rating is constrained by the company's:

   * weak performance of its retail stores with most of the
     operating income being earned by the outlet and direct
     divisions;

   * the potential need for further investment in IT; and

   * the company's significant over-capacity in its distribution
     center which makes it less efficient.

In addition, the rating is constrained by the nature of the
specialty apparel industry, which is highly seasonal, subject to
intense competition, and fashion risk.

Eddie Bauer's net sales for 2004 were approximately $1.2 billion,
generating operating income of $108.4 million and EBIT margin of
8.8%.  Moody's expects adjusted debt/EBITDAR for the fiscal year
2005 to be 4.4x, free cash flow to total debt to be 17%, and total
coverage to be 3.7x.  The company's solid free cash flow
generation is supported by its ability to utilize approximately
$250million of net operating losses going forward.

The stable outlook reflects the company's ability to finance
working capital and capital expenditures from internally generated
cash flow, as well as Moody's expectation that it will maintain
leverage and coverage ratios that are strong for the rating
category over the next twelve months.

The $300 million term loan is secured by a first lien on the
trademark and distribution center and has a second lien on the
inventory and accounts receivable.  In addition, it is guaranteed
by the domestic subsidiaries.  The senior secured term loan is
rated at the same level as the senior implied given its dominance
in the capital structure, the strength of its collateral pool and
distribution center, as well as the predominantly undrawn nature
of the company's asset based revolver which provides additional
asset coverage to the term loan.  It is anticipated that the
credit agreement will include two financial covenants, leverage
and fixed charge coverage, as well as a 50% excess cash flow
sweep.  Moody's has assumed in its ratings that the covenant
levels, once finalized, will include a reasonable amount of
cushion.

Ratings could move upward as the company demonstrates its ability
to generate solid operating performance after its emergence from
bankruptcy, as well as maintaining adjusted debt to EBITDAR below
4.0x and total coverage above 3.5x.  Ratings could move downward
should operating performance deteriorate such that free cash flow
to adjusted debt falls below 5%.

Headquartered in Redmond, Washington, Eddie Bauer, Inc. is a multi
channel retailer that offers it products through its 381 retail
and outlet stores in the U.S. and Canada along with its catalogs
and e-commerce sites.  Eddie Bauer, Inc. had revenues of
approximately $1.2 billion in the year ended January 1, 2005.


EDDIE BAUER: S&P Rates Proposed $300 Million Sr. Sec. Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to specialty apparel retailer Eddie Bauer Holdings
Inc. and a 'B+' bank loan rating to Eddie Bauer Inc.'s proposed
$300 million senior secured term loan due 2011 and a '2' recovery
rating.  The outlook is positive.

Proceeds of the term loan will be used to pay prepetition
creditors pursuant to the Spiegel Inc.'s Plan of Reorganization in
which Eddie Bauer Holdings will become the parent company of
Redmond, Washington-based Eddie Bauer Inc.  The term loan is part
of the $450 million exit financing package for the company to
emerge from Chapter 11.  Concurrently, Eddie Bauer is also
obtaining a five-year $150 million asset-based revolving credit
facility.  The company expects to emerge from Chap. 11 in June
2005 with total funded debt of about $300 million.  The bank loan
and recovery ratings indicate expectations for substantial (80% to
100%) recovery in the event of payment default.

"The rating on Eddie Bauer Inc. reflects its participation in the
highly competitive and fragmented specialty apparel retailing
industry, substantial seasonality and fashion risk, as well as
weak operating performance at its retail division," said Standard
& Poor's credit analyst Ana Lai.  In addition, Eddie Bauer will
have substantial debt leverage pro forma for the transaction.

Eddie Bauer's market position is supported by its recognized brand
as a marketer of outdoor-inspired casual apparel.  However, the
$173 billion U.S. apparel industry is mature, highly competitive,
and fragmented.  In addition, the industry has to contend with
continued price deflation due to production overcapacity, and a
steady decline in consumer spending on apparel.  The company
competes with numerous specialty apparel retailers as well as
department stores in the retail channel, and faces competitors
such as L.L. Bean and Lands' End in the direct channel.

Still, Eddie Bauer benefits from diversified distribution
channels, with established outlet, direct and retail store
channels.  The operating performance of the outlet division has
been consistent, providing over one-third of operating profits.
The direct business has had satisfactory performance, generating
good profitability.  The retail channel has been restructured to
improve its profitability.  During the bankruptcy process,
Eddie Bauer closed 88 underperforming stores.  In addition, it
plans to shut its unprofitable home concepts stores in 2005 and
focus on the apparel business.

Standard & Poor's expects Eddie Bauer to continue to rationalize
its store base by reducing square footage at existing stores to
improve its store productivity, which compares unfavorably to its
peers.  In addition to its apparel retailing business, the company
also derives about 20% of its operating income from its licensing
and international joint-venture operations.  However, Standard and
Poor's expects that earnings will be pressured as Eddie Bauer
becomes a stand-alone company and incurs a higher fixed-expense
structure following the 2004 sale of the Spiegel and Newport News
catalog business.


ENRON CORP: Asks SEC to Authorize Financing Until July 31, 2008
---------------------------------------------------------------
Pursuant to the Public Utility Holding Company Act of 1935, Enron
Corp., on its behalf and on behalf of certain of its
subsidiaries, asks the Securities and Exchange Commission to
authorize certain financing, non-utility corporate
reorganizations, dividends, affiliate sales of goods and services
and other transactions, until July 31, 2008.  According to Robert
H. Walls, Jr., Enron's executive vice president and general
counsel, the requested authorization will allow Enron and its
subsidiaries to continue to operate their businesses.

As previously reported, Enron registered as a holding company
under the PUHCA on March 9, 2004.  On that date, the SEC issued
two orders:

    1. The Omnibus Order, as amended by supplemental orders,
       authorized Enron and certain of its subsidiaries to engage
       in financing transactions, non-utility corporate
       reorganizations, the declaration and payment of dividends,
       affiliate sales of goods and services and other
       transactions needed to allow Enron to continue its
       businesses through the time leading up to the expected sale
       of Portland General Electric Company at
       which point Enron would deregister under the PUHCA.

    2. The Plan Order authorizing the Debtors' Fifth Amended Joint
       Chapter 11 Plan, dated January 9, 2004.

For the most part, Mr. Walls says, the authorizations requested
in the application merely extend, until July 31, 2008, the
authorizations granted by the SEC in the Omnibus and Supplemental
Orders.

In particular, the relief granted in the Omnibus Order and now
restated in the application, include:

    -- authorization for intrasystem extensions of credit, cash
       management arrangements among Enron group companies other
       than Portland General, and for the issuance of debt by
       Portland General;

    -- permission for transactions involving the acquisition of
       securities, indemnifications and guarantees as they would
       occur in the context of the sale of any Enron group company
       (except Portland General) if the sale is in the ordinary
       course of business of a Reorganized Debtor and in
       furtherance of the Plan;

    -- general relief from the dividend and acquisition,
       retirement and redemption restrictions under the PUHCA to
       continue the administration of the Plan;

    -- authorization to restructure, rationalize and simplify or
       dissolve all of Enron's non-utility businesses and to
       implement settlements to simplify and restructure its
       businesses in furtherance of the Plan;

    -- authorization to engage in certain affiliate transactions;
       and

    -- approval of certain tax allocation agreements.

If the SEC approves Enron's application, the authorizations would
extend for three years the financing and other authorizations
granted by the Commission in the Omnibus Order.  Enron's
authorizations under the Omnibus Order will terminate on July 31,
2005.  Enron therefore asks the SEC to approve its application
before July 31, 2005.

A full-text copy of the Enron's Application is available for free
at http://ResearchArchives.com/t/s?c

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

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


ENRON CORP: Calyon S.A. Holds $3.874 Million Allowed Claim
----------------------------------------------------------
Calyon S.A., as successor by merger to Credit Lyonnais S.A.,
filed proofs of claim against the Debtors for liabilities due
under various prepetition contracts and for acts of fraud and
misrepresentation under those contracts.  The Debtors filed
numerous objections to the Claims.

To resolve their dispute, the Debtors and Calyon stipulate that:

    a. a portion of Claim no. 24959 representing Swap Transactions
       pursuant to the April 13, 1995 ISDA Agreement, will be
       deemed amended and assigned with a new claim number;

    b. the New Claim will allowed for $3,874,786 as a Class 4
       general unsecured claim against Enron; and

    c. except for the Allowed Claim, other Calyon Claims or
       portions of the Calyon Claims are either withdrawn,
       expunged or disallowed.

A chart showing the disposition of the Calyon Claims as agreed by
the parties is available for free at:

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

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

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


ENRON CORP: China Basin Holds $1.5 Million Allowed Unsecured Claim
------------------------------------------------------------------
Enron Energy Services, Inc., asks the U.S. Bankruptcy Court for
the Southern District Court for the New York to approve its
settlement agreement with China Basin Ballpark Company, LLC, and
San Francisco Baseball Associates LP.  EESI, China Basin and San
Francisco Baseball were parties to prepetition transactions for
the sale of products or services.

Pursuant to the Settlement Agreement, the parties agree that:

    1. Each claim filed by or on behalf of China Basin and San
       Francisco against the EESI in connection with the Contracts
       will be deemed irrevocably withdrawn, with prejudice, and
       to the extent applicable, expunged and disallowed, with the
       exception of:

          -- Claim No. 24791, which will be allowed as Class 12
             unsecured claim for $500,000; and

          -- Claim No. 24792, which will be allowed as Class 12
             unsecured claim for $1,500,000; and

    2. Each scheduled liability related to the Counterparty will
       be deemed irrevocably withdrawn, with prejudice, and to the
       extent applicable, expunged and disallowed.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New
York, asserts that the Settlement will clearly benefit the Debtor
and its creditors because it will avoid future disputes and
litigation concerning the Contracts.

                           *     *     *

Judge Gonzalez approves the Settlement Agreement.

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

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


EXIDE TECH: In Talks to Amend $365 Million Credit Facility
----------------------------------------------------------
On June 2, 2005, Exide Technologies participated in a conference
with its secured lenders to formally launch amendments to its
$365 million senior credit facility.

As previously reported, Exide said it expects to be in violation
of its minimum consolidated EBITDA and leverage ratio financial
covenants in the Credit Facility as of and for the fiscal year
ended March 31, 2005.  The Company estimates that its adjusted
EBITDA for the fiscal year ended March 31, 2005, will be in the
range of $100 million to $107 million.  The expected covenant
issues primarily relate to:

   -- the impact of commodity costs;

   -- the loss of overhead absorption due to an inventory-
      reduction initiative;

   -- other fourth-quarter inventory valuation adjustments; and

   -- costs associated with Sarbanes-Oxley compliance efforts.

Presentation materials used during the conference are available
for free at http://ResearchArchives.com/t/s?d

Exide also disclosed that adjustments were made to reconcile its
EBITDA for fiscal year 2005:

                        Exide Technologies
            Adjusted EBITDA Reconciliation by Segment
                 Fiscal Year Ended March 31, 2005
                          (in millions)

                             Transportation   Industrial Energy
                             --------------   -----------------
                             North   Europe    North    Europe
                             America  & ROW    America   & ROW
                             ------- ------    -------  ------
Net income (loss)           ($100.4)($112.1)   ($19.7) ($108.1)

   Interest expense, net          -       -         -        -
   Income tax provision           -       -         -        -
   Fresh Start accounting
      adjustments, net            -       -         -        -
   Gain on discharge of
      liabilities subject
      to compromise               -       -         -        -
                             ------  ------    ------   ------
EBIT                         (100.4) (112.1)    (19.7)  (108.1)

Depreciation and
   Amortization                26.5    32.3      10.6     33.6
Goodwill impairment           122.0   117.6      37.4    122.4
Reorganization items, net         -       -         -        -
Restructuring and
   Impairment                   2.8    29.5       0.1     12.9
Other restructuring
   costs included in
   general and
   administrative
   expenses                     0.7       -         -      1.2
Currency remeasurement loss       -       -         -        -
Loss on revaluation of
   foreign currency forward
   contract                       -       -         -        -
Unrealized gain on
   revaluation of warrants        -       -         -        -
Loss (gain) on sale of capital
   assets                       0.1    (0.1)      0.2      4.4
Non-cash increase in cost of
   sales from fresh start
   inventory step-up            0.9     1.0       0.2      1.4
Other non-cash losses (gains)   0.8     0.7       0.3     (1.8)
                              -----   -----     -----    -----
ADJUSTED EBITDA               $53.4   $68.2     $29.5    $68.1
                              =====   =====     =====    =====


                                    Other       Total
                                 ----------  -----------
Net income (loss)                 $1,595.8     $1,255.5
   Interest expense, net              48.0         48.0
   Income tax provision (benefit)     29.2         29.2
   Fresh Start accounting
      adjustments, net              (228.4)      (228.4)
   Gain on discharge of
      liabilities subject
      to compromise               (1,558.8)    (1,558.8)
                                   -------      -------
EBIT                                (114.2)      (454.5)
                                   -------      -------
Depreciation and Amortization         13.6        116.6
Goodwill impairment                      -        399.4
Reorganization items, net             26.8         26.8
Restructuring and Impairment           1.7         47.0
Other restructuring costs
   included in general and
   administrative expenses             3.0          4.9
Currency remeasurement loss            6.7          6.7
Loss on revaluation of foreign
   currency forward contract          13.2         13.2
Unrealized gain on revaluation
   of warrants                       (63.1)       (63.1)
Loss (gain) on sale of
   capital assets                      2.1          6.7
Non-cash increase in cost
   of sales from Fresh Start
   inventory step-up                     -          3.5
Other non-cash losses (gains)
                                   -------      -------
ADJUSTED EBITDA                    ($112.0)     ($107.2)
                                   =======      =======


                        Exide Technologies
            Adjusted EBITDA Reconciliation by Segment
                Three Months Ended March 31, 2005
                          (in millions)

                             Transportation   Industrial Energy
                             --------------   -----------------
                             North   Europe    North    Europe
                             America  & ROW    America   & ROW
                             ------- ------    -------  ------
Net income (loss)             ($3.8) ($17.5)     $3.5    ($6.5)
   Interest expense, net          -       -         -        -
   Income tax provision           -       -         -        -
   Fresh Start accounting
      adjustments, net            -       -         -        -
   Gain on discharge of
      liabilities subject
      to compromise               -       -         -        -
                             ------  ------    ------   ------
EBIT                           (3.8)  (17.5)      3.5     (6.5)

Depreciation and amortization   7.1     6.2       2.6      4.4
Goodwill impairment               -       -         -        -
Reorganization items, net         -       -         -        -
Restructuring and impairment    1.9    22.5       0.1     10.0
Other restructuring costs
   included in general and
   administrative expenses      0.7       -         -      1.2
Currency Remeasurement loss       -       -         -        -
Loss on revaluation of
   foreign currency forward
   contract                       -       -         -        -
Unrealized gain on
   revaluation of warrants        -       -         -        -
Loss (gain) on sale of
   capital assets                 -    (0.3)        -      4.3
Non-cash increase in cost of
   sales from Fresh Start
   inventory step-up              -       -         -        -
Other non-cash losses (gains)   0.2     0.2       0.6      0.4
                             ------  ------    ------   ------
ADJUSTED EBITDA                $6.1   $11.1      $6.8    $13.8
                             ======  ======    ======   ======


                                    Other       Total
                                 ----------  -----------
Net income (loss)                   ($46.3)      ($70.6)
   Interest expense, net              10.1         10.1
   Income tax provision                0.9          0.9
   Fresh Start accounting
      Adjustments, net                   -            -
   Gain on discharge of
      Liabilities subject
      To compromise                      -            -
                                   -------      -------
EBIT                                 (35.3)       (59.6)
                                   -------      -------
Depreciation and Amortization          4.2         24.5
Goodwill impairment                      -            -
Reorganization items, net              2.8          2.8
Restructuring and Impairment          (1.1)        33.4
Other restructuring costs
   included in general and
   administrative expenses               -          1.9
Currency Remeasurement loss (gain)     9.7          9.7
Loss on revaluation of foreign
   currency forward contract          (8.6)        (8.6)
Unrealized gain on revaluation of
      warrants                        (1.6)        (1.6)
Loss (gain) on sale of capital assets  1.5          5.5
Non-cash increase in cost of sales
   from Fresh Start inventory step-up    -            -
Other non-cash losses (gains)         (1.5)        (0.1)
                                   -------      -------
ADJUSTED EBITDA                     ($29.9)        $7.9
                                   =======      =======

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.


FFCA SECURED: Fitch Junks 9 Classes of Franchise Loan Trusts
------------------------------------------------------------
Fitch takes these rating actions on the outstanding classes for
these FFCA Secured Franchise Loan Trusts:

   Series 1996-C1:

     -- Class A affirmed at 'AAA';
     -- Class B affirmed at 'AA';
     -- Class C affirmed at 'A';
     -- Class D affirmed at 'BBB';
     -- Class E affirmed at 'BB';
     -- Class F affirmed at 'B';
     -- Class I-O affirmed at 'AAA'.

   Series 1997-1:

     -- Class A-2b affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class C-2 affirmed at 'A';
     -- Class D-1 affirmed at 'BBB';
     -- Class D-2 affirmed at 'BBB';
     -- Class E-1 affirmed at 'BBB-';
     -- Class E-2 affirmed at 'BBB-';
     -- Class I-O affirmed at 'AAA'.

   Series 1998-1:

     -- Class A-1b affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class C-1 affirmed at 'A';
     -- Class D-1 affirmed at 'BB';
     -- Class I-O affirmed at 'AAA'.

   Series 1999-1:

     -- Class A-1a affirmed at 'AAA';
     -- Class A1-b affirmed at 'AAA';
     -- Class A-2 affirmed at 'AAA';
     -- Class B-1 downgraded to 'A' from 'AA-';
     -- Class B-2 downgraded to 'A' from 'AA-';
     -- Class C-1 downgraded to 'BBB' from 'A';
     -- Class C-2 downgraded to 'BBB' from 'A';
     -- Class D-1 downgraded to 'BBB-' from 'BBB+';
     -- Class D-2 downgraded to 'BBB-' from 'BBB+';
     -- Class I-O affirmed at 'AAA'.

   Series 1999-2:

     -- Class A-1a affirmed at 'A';
     -- Class A-1b affirmed at 'BBB';
     -- Class A-1c affirmed at 'AAA';
     -- Class A-2 affirmed at 'A';
     -- Class B-1 downgraded to 'B-' from 'BB';
     -- Class B-2 downgraded to 'B-' from 'BB';
     -- Class C-1 downgraded to 'CCC' from 'B+';
     -- Class C-2 downgraded to 'CCC' from 'B+';
     -- Class D-1 downgraded to 'CC' from 'B';
     -- Class D-2 downgraded to 'CC' from 'B';
     -- Class E-1 downgraded to 'C' from 'CCC';
     -- Class E-2 downgraded to 'C' from 'CCC';
     -- Class I-O affirmed at 'BBB'.

   Class A-1c is affirmed on the strength of an MBIA insurance
   policy.

   Series 2000-1:

     -- Class A-2 affirmed at 'AAA';
     -- Class B downgraded to 'B' from 'BB';
     -- Class C downgraded to 'CCC' from 'B';
     -- Class D downgraded to 'CC' from 'CCC';
     -- Class E downgraded to 'C' from 'CC';
     -- Class I-O affirmed at 'BBB'.

   Class A-2 is affirmed on the strength of an MBIA insurance
   policy.

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  These reductions are based on
Fitch's expected recoveries on defaulted collateral.  Fitch's
recovery expectations are based on historical collateral-specific
recoveries experienced in the franchise ABS sector.  Rating
affirmations are based on the transactions' performing within
Fitch's expectations.


FMC CORP: Moody's Reviews Ba1 Sr. Implied Rating & May Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of FMC Corporation
(FMC -- Ba1 senior implied) on review for possible upgrade.  FMC's
existing debt ratings will likely be raised to Baa3 upon
completion of an amended bank facility.

The reviews are prompted by Moody's belief that the company has
made significant progress reducing contingent liabilities and
improving credit metrics, and that a general economic upturn will
translate into improved performance for 2005 and 2006.  In
addition the review incorporates the new terms of the proposed
bank facilities that will be unsecured and reflect the terms and
conditions suitable for an investment grade profile.

FMC's proposed senior secured credit facility consisting of a
$350 million term loan A, and a $500 million revolving credit
facility -- both to be extended to June 2010 will likely be raised
to Baa3.  Proceeds from the amended credit facility will be used
to refinance the existing term loan A and to allow for the
redemption of the $355 million 10.25% senior secured notes due
2009.

FMC's ratings outlook, will be moved to stable.  The other debt
ratings that will be raised reflect the banks' willingness to
forego a secured position such that all debt is now viewed as
effectively pari passu.  The actions are subject to a final review
of the documentation of the proposed bank agreements.  The SGL-2
rating was affirmed and will be withdrawn upon completion of the
proposed bank agreements.

Ratings placed on review for possible upgrade:

   -- $500 million revolver due 2010- currently Ba1 - will be
      raised to Baa3

   -- $350 million term loan A due 2010 -- currently Ba1 - will be
      raised to Baa3

   -- $45 million debentures due 2011 -- Ba2 - will be raised
      to Baa3

   -- Medium-term notes due 2005 to 2008 -- Ba2 - will be raised
      to Baa3

   -- Senior unsecured industrial revenue bonds due 2007 to
      2032 -- Ba3 - will be raised to Baa3

   -- $355 million 10.25% senior secured notes due 2009 -- Ba2
      will be raised to Baa3 *

   -- $100 million senior secured letters of credit facility due
      2009 -- Ba1will be raised to Baa3**

   -- Senior Implied Rating Ba1**

   -- Issuer Rating -- Ba3**

Ratings affirmed

   -- Speculative Grade Liquidity Rating -- SGL-2**

* Will be withdrawn upon redemption.

** Will be withdrawn upon completion of the new bank facilities

The proposed Baa3 rating reflects FMC's moderate leverage with
adjusted debt to EBITDA of 3.4 times for the period ended December
31, 2004.  Other key factors include:

   * product, customer, and geographic diversification;

   * good business scale with 2004 revenues exceeding $2 billion;
     and

   * leading market positions in such products as peroxides,
     carrageenan, and soda ash (the company typically has number
     one or two market share in most of its product lines).

In addition, Moody's believes FMC's results are somewhat less
susceptible to the economic cycle than other chemical
manufacturers due to the size of their agricultural and
biopolymers businesses.  Additionally, Moody's believes that the
impact of rising petrochemical feedstock and energy costs is less
than many other commodity chemical producers.

The proposed ratings are also supported by:

   * improving operating margins;

   * the strong performance of the Agricultural segment;

   * improving supply/demand fundamentals within the Industrial
     Chemicals segment; and

   * the use of near-term asset sales to support debt reduction.

However, the proposed ratings also reflect:

   * agricultural market risks including the seasonality of sales;

   * the significant influence of weather; and

   * the effect of crop prices and government subsidies on
     farmers' use of FMC's herbicide and insecticide products.

The proposed ratings also consider:

   * continued spending for environmental remediation;

   * an underfunded pension balance;

   * operating leases;

   * the cylicality of the Industrial Chemicals segment; and

   * the potential for higher input costs to pressure operating
     margins.

The rating of the amended credit facility reflects both its
unsecured position along with the presence of domestic subsidiary
guarantees.  The primary borrowers under the credit facility will
be FMC Corp. and certain foreign subsidiaries.  Domestic
borrowings under the credit facility will be guaranteed by FMC's
direct and indirect material domestic subsidiaries and
international borrowings will be guaranteed by FMC Corporation.

The credit facility will be unsecured, a material change from the
current facilities.  Moody's does not believe that the guarantees,
as currently structured, represent enough of a benefit to the
banks to suggest notching differences with other debt.  FMC's
position as a borrower is further improved by the elimination of a
mandatory prepayment provision and by the removal of limitations
on acquisitions and dividends.  In the event that both S&P and
Moody's rate FMC investment grade, the material adverse change and
litigation representations required at every borrowing will also
be eliminated.

FMC's existing $355 million 10.25% senior secured notes are to be
redeemed as part of this refinancing.  This debt is currently
secured on a second-priority basis by certain domestic
manufacturing and processing facilities and by FMC's shares of FMC
Wyoming Corp., and are guaranteed by the same subsidiaries as the
credit facility.  The security falls away if FMC's bank facilities
are unsecured.  Many of the provisions (including limitation
related to asset sales, additional indebtedness, and restricted
payments) also fall away in the event that both S&P and Moody's
rate the 10.25% notes investment grade.  FMC's existing medium-
term notes and debentures have substantially the same security
provisions as the senior secured notes, and if the 10.25% notes
are repaid the remaining medium-term notes and debentures will be
equally and ratably positioned with the unsecured bank facility.

The proposed ratings are further supported by FMC's moderate
leverage and the proposed refinancing will reduce the company's
annual interest expense by a run rate of approximately $20
million.  FMC's reported interest expense in 2004 was just over
$80 million.  The company has announced its intention to reduce
net debt to $600 million by the end of 2005.

The ratings also incorporate more favorable industry dynamics
within FMC's soda ash product line, whereby soda ash is the
largest component of Industrial Chemicals revenues (FMC markets
soda ash through its 87.5% interest in FMC Wyoming Corp.).  Soda
ash capacity utilization has significantly improved from the
particularly weak levels experienced in 2000 and 2001, and current
operating levels are close to 100% for operating units in the U.S.

Moreover, the closure of American Soda by Solvay and price
increases announced by the industry should significantly improve
operating performance in 2005.  Moody's recognizes that the
company will not realize the full benefit of these price increases
in 2005 as a significant portion of customer contracts contain
price restrictions.  Most of these restrictions should expire by
the end of 2006.

The proposed ratings also reflect improving fundamentals in
phosphorous chemicals (Astaris) and hydrogen peroxide, which have
also benefited from higher demand and industry capacity shut-
downs.  Within North America, FMC is a leading producer of
hydrogen peroxide and Astaris is the second leading producer of
phosphorous chemicals, behind Innophos.  Moody's expects that FMC
will benefit from the improving economy in North America and the
tighter supply/demand balance for both of these products.

Nevertheless, Moody's is concerned that Astaris is at a moderate
cost disadvantage compared to Innophos, due to the lack of
vertical integration and the inability to produce all of its
downstream products from wet acid. Astaris, uses thermal acid to
produce certain of its products.

The proposed ratings also consider the strong performance of FMC's
Agricultural segment, driven by a favorable global farm economy
and above-normal pest pressures in Latin America.  The
Agricultural segment's EBITDA had been steady at $100 million over
the three years ending 2003 and increased to just under $150
million in 2004.  Operating margins have improved above 20%.
Moreover, this segment should continue to post good earnings due
to a healthy pipeline of new products and high crop prices.

Moody's also derives comfort from the fact that insecticides (75%
of Agriculture segment revenue) tend to be less susceptible to
competition from GMO crops compared to herbicides.  However, the
ratings recognize that FMC is a small player in both insecticides
and herbicides and actions by competitors could have a significant
negative impact on FMC's financial performance.

The proposed stable outlook reflects Moody's expectation that the
company will generate at least $120 million of free cash flow in
2005, and that it will sustain or increase the current volume of
business.  The ratings could be further upgraded if stronger-than-
expected demand or a further reduction in contingent liabilities
results in a sustainable annual retained cash flow to adjusted
debt above 35%.  Conversely, the ratings or outlook could be
lowered if a debt-financed acquisition or a reversal in recent
positive demand trends results in adjusted debt to EBITDA
exceeding 4.0 times or free cash flow to adjusted debt less than
10% over the next 12 months.

Moody's notes that upon completion of management's often stated
goal of reaching investment grade further debt reduction in 2006
and 2007 is likely to be limited.  At some point, Moody's expects
FMC to consider the reinstitution of dividends and other
mechanisms to return cash to shareholders.  Moody's believes that
these shareholder efforts will remain consistent and balanced with
the goal of maintaining an investment grade profile.

The rating also derives support from FMC's proposed $500 million
revolver that will be unsecured and its terms that mirror those of
an investment grade facility.  The ratings also acknowledge that
the city of San Jose approved a two-phase purchase agreement with
FMC with respect to 75 acres of property for a purchase price of
$81 million.  The initial phase of this agreement was completed in
the first quarter for some $56 million.

The proposed rating reflects an anticipated improvement in cash
flow following a reduction in certain contingent obligations.  The
rating also derives support from:

   * the company's modestly drawn $500 million revolver;

   * a significant pro forma unrestricted cash balance;

   * a favorable debt maturity profile; and

   * improving earnings, primarily stemming from the strong
     performance of the agricultural business.

However, the rating also reflects:

   * seasonality stemming from the agricultural business;

   * the likelihood for increased capital spending; and

   * that spending for environmental remediation and other legacy
     liabilities will continue to pressure cash flow.

More specifically, Moody's estimates that the company will spend
approximately $20 million in 2005 for the remediation and shutdown
of the Pocatello, Idaho facility as well as other restructuring
spending.  Additionally, Moody's anticipates voluntary pension
contributions continuing in 2005 and beyond (pension plan was
funded 86.2% and 85.9% as of 2003 and 2004 year-end,
respectively).  Overall, Moody's expects the company will generate
free cash flow in the range of $120 million in 2005 (excluding
Astaris payments) and will be slightly higher in 2006.

FMC Corporation (Ba1 senior implied) is a diversified chemicals
company headquartered in Philadelphia, Pennsylvania.  The company
reported revenues of $2.0 billion for the period ended December
31, 2004.


FRIENDSHIP VILLAGE: New Debt Cues Fitch to Lower Rating to BB+
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to these Friendship
Village of Schaumburg bonds that which will be issued through the
Illinois Finance Authority:

     -- $76.79 million series 2005A;
     -- $5 million series 2005.

Fitch will rate the $45 million series 2005C variable-rate demand
bonds at a later date.  Fitch has also downgraded the following
fixed-rate revenue bonds for FVS, also issued through the Illinois
Health Facilities Authority:

     -- $6.2 million series 1994 to 'BB+' from 'BBB'.

FVS' series 1997B variable-rate demand bonds, outstanding in the
amount of $10 million, are not rated by Fitch.

The proceeds of the 2005 bonds will be used to refund all of FVS'
outstanding indebtedness, including the series 1994 and 1997 A&B
bonds and will provide funds to construct approximately 170
additional independent living units, a wellness center and related
common space.  In addition, series 2005 bond proceeds will be used
to fund a debt service reserve fund, fund capitalized interest for
24 months, fund letter of credit and remarketing fees for 24
months and pay the costs of issuance.  The bonds are expected to
price the week of June 27, 2005, through negotiation, led by
Ziegler Capital Markets Group.

The downgrade to 'BB+' is a result of the risks associated with
the large expansion project and the additional debt being incurred
by FVS, whose balance sheet will weaken significantly as a result
of the additional debt with leverage ratios increasing and certain
liquidity measures declining.  Days cash on hand is reasonable at
approximately 198 days, but below the Fitch median for 'BBB' rated
continuing care retirement communities of 262 days.

Proforma debt service as a percentage of revenues at fiscal year
end 2005 will increase to a high 24% while proforma cash to debt
will decrease to a low of approximately 15%.  Fitch's additional
concerns include fill-up risks associated with the new units and a
competitive service area.

Credit strengths include FVS' long history of providing services
to the senior population in its service area, an experienced
management team, the facility's sound historical operating history
and high occupancy rates, and adequate historic coverage of pro
forma maximum annual debt service of 1.2 times (x) and 1.5x in
fiscal years 2004 and 2005, respectively.

Friendship Village of Schaumburg is a Type B CCRC currently
consisting of 467 independent living apartments, 28 independent
living cottages, 98 assisted living units (including 23 dementia
units) and 250 skilled nursing beds.  The facility is located in
Schaumburg, IL, approximately 30 miles northwest of downtown
Chicago.  FVS' disclosure language provides for annual audited
financials and quarterly financial statements to be delivered to
bondholders. Fitch views FVS' disclosure language favorably.


GLOBAL CROSSING: Eight Securities Fraud Plaintiffs Amend Complaint
------------------------------------------------------------------
Eight plaintiffs filed an amended consolidated securities class
action against Global Crossing Ltd. and certain of its officers
and directors in the United States District Court for the
Southern District of New York.

Following Global Crossing's announcement that it expected to
restate certain of its consolidated financial statements as of
and for the year ended December 31, 2003, eight separate class
action lawsuits all purporting to be brought on behalf of Global
Crossing shareholders were commenced against the Company and
certain of its officers and directors in the United States
District Courts in New Jersey, New York and California.  The
cases were consolidated and transferred by the Judicial Panel on
Multidistrict Litigation to Judge Gerard Lynch of the United
States District Court for the Southern District of New York based
on his past involvement in prior cases involving the Company.

On February 18, 2005, the lead plaintiffs filed an amended
consolidated class action complaint against the Company and two
of its past and present officers.  The consolidated amended
complaint alleges that the Company defrauded the public
securities markets by issuing false and misleading statements
that failed to disclose or indicate that Global Crossing:

      (1) had materially understated its accrued cost of access
          liabilities by as much as $80 million;

      (2) lacked sufficient internal controls to prevent material
          misstatements;

      (3) lacked sufficient internal controls to properly record
          and report accrued cost of access liabilities and
          operating expenses;

      (4) financial statements were not prepared in accordance
          with generally accepted accounting principles;

      (5) did not, contrary to its representations, consistently
          monitor the accuracy of its systems that measured cost
          of access;

      (6) results were materially inflated; and

      (7) did not have a "clean" balance sheet.

The consolidated amended complaint, on behalf of a class of
persons who purchased or acquired the Company's common stock
between December 9, 2003 and April 26, 2004, asserts claims
under the federal securities laws, specifically Sections 10(b)
and 20(a) of the Exchange Act.  Plaintiffs contend that the
Company's misstatement or omissions artificially inflated the
price of the Company's stock, which declined when the "true"
costs were disclosed.  Plaintiffs seek compensatory damages as
well as other relief.  If the case is not settled, defendants
anticipate filing a motion to dismiss the consolidated amended
complaint.

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

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


GRAY TELEVISION: S&P Rates Proposed $400M Sr. Sec. Loan at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating and a
recovery rating of '1' to Gray Television Inc.'s proposed $400
million senior secured bank facility, indicating high expectation
of a full recovery of principal in a default scenario.  The new
ratings are based on preliminary terms and conditions.  At the
same time, Standard & Poor's affirmed its 'B+' long-term corporate
credit rating on Gray.  The outlook remains positive.

Proceeds of the proposed bank facility and a small amount of cash
will be used to pay off the $374 million outstanding on Gray's
existing bank facility.  As of March 31, 2005, the Atlanta,
Georgia-based firm had $623 million in debt and $40 million in
debt-like preferred stock, pro forma for the refinancing and the
repayment of $21.5 million in bonds in the second quarter.

"The rating on Gray reflects its relatively high debt leverage,
the slow growth and somewhat cyclical nature of TV advertising,
and the potential for additional cash acquisitions, share
repurchases, dividends, or other actions that may limit
improvement of its credit measures," said Standard & Poor's credit
analyst Steve Wilkinson.

Gray owns and operates 31 major-network-affiliated TV stations in
27 small-to-midsize markets, generating more than 80% of revenue,
and much smaller newspapers and paging businesses.  The company's
credit risks are only partially offset by the strong market
position of the company's major-network-affiliated TV stations,
decent geographic and network cash flow diversity, and the good
margin and free cash flow potential of TV broadcasting.

The company's TV business has leading and stable news and overall
ratings in most of its markets.  The company also has good
geographic diversity, with no market representing more than 10% of
its broadcast cash flow, which helps to limit the impact of
regional economic volatility on advertising demand and operating
results.

Standard & Poor's outlook on Gray is positive, reflecting the
potential for an upgrade if the company can maintain its debt plus
preferred stock to EBITDA at less than 6x in an off-year in the
election cycle.  Maintaining discipline in the financing of
potential acquisitions and in the company's use of its
discretionary cash flow will be important upgrade considerations.
Conversely, large debt-financed acquisitions, or share repurchases
or other equity-friendly actions, could preclude any near-term
upgrade potential.


HEILIG-MEYERS: Court Approves Amended Disclosure Statement
----------------------------------------------------------
Heilig-Meyers Company and certain of its wholly owned subsidiaries
-- Heilig-Meyers Furniture Company, Heilig-Meyers Furniture West,
Inc., HMY Star, Inc., and MacSaver Financial Services, Inc. -- and
the Official Committee of Unsecured Creditors filed a Second
Amended and Restated Joint Liquidating Plan of Reorganization and
an Amended and Restated Disclosure Statement with the U.S.
Bankruptcy Court for the Eastern District of Virginia.  The
Bankruptcy Court approved the Disclosure Statement after
conducting a hearing for the purpose of making a determination as
to the adequacy of the Disclosure Statement.

Heilig-Meyers is now authorized to distribute the Plan to its
creditors and solicit their acceptances of that Plan.  The
Bankruptcy Court has scheduled a hearing on September 26 and 27,
2005, to consider confirmation of the Plan.

The Plan contemplates the creation of a Liquidation Trust to
liquidate and make distributions of assets, and to administer the
resolution of the outstanding claims against the interests of the
Companies pursuant to the applicable sections of the Bankruptcy
Code.

It is anticipated that the assets of the Liquidation Trust will
include approximately 67% of the new common stock to be issued
pursuant to the Plan of Reorganization of RoomStore, Inc.,
formerly HMY RoomStore, Inc., which was confirmed by the
Bankruptcy Court on May 18, 2005, and became effective on June 1,
2005.  Under the terms of the RoomStore Plan, RoomStore emerged as
a reorganized business enterprise that operates 65 retail home
furnishings stores located in Pennsylvania, Maryland, Virginia,
North Carolina, South Carolina and Texas.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  Bruce H. Matson, Esq., Troy
Savenko, Esq., and Katherine Macaulay Mueller, Esq., at LeClair
Ryan, P.C., in Richmond, Va., represent the Debtors.


HIGH VOLTAGE: Wants to Hire Chanin Capital as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of High Voltage
Engineering Corporation and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to employ Chanin Capital Partners LLC as its financial advisor.

Chanin Capital will:

   a) review and analyze the Debtors' operations and financial
      condition, business plans and strategy, operating forecasts
      and management;

   b) analyze any merger, acquisition, divestiture, joint-venture,
      or new project transactions proposed by the Trustee;

   c) review and provide analysis and recommendations regarding
      any proposed dispositions of assets of the Debtors,
      post-petition financing, proposed operational changes, and
      the proposed non-ordinary course expenditures, including
      employee retention plans and other related programs;

   d) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring,
      plan of reorganization, or sale of substantially all of the
      Debtors' assets;

   e) provide the Committee with other financial advisory services
      with respect to the Debtors, including valuation, general
      restructuring advice, and expert testimony with respect to
      financial, business and economic issues, as requested by
      the Committee; and

   f) confer with the Trustee's financial advisors regarding any
      of the foregoing and appraise the Committee of same.

Mark Rubin, a member of Chanin Capital, reports that the Firm will
be paid:

   a) a monthly fee of $50,000; and

   b) a deferred fee equal to 4% of the incremental recovery to
      unsecured creditors in excess of 80%.

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

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


HIGH VOLTAGE: Equity Committee Taps Anderson Kill as Counsel
------------------------------------------------------------
The Official Committee of Equity Interest Holders of High Voltage
Engineering Corp. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Massachusetts for permission
to employ Anderson, Kill & Olick as its counsel.

Anderson Kill will:

   a) advise the Equity Committee on its rights, duties and
      responsibilities in the Debtors' chapter 11 cases;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and any other matters related to the Debtors'
      bankruptcy cases;

   c) assist the Committee in considering the sale or disposition
      of the Debtors' assets and in evaluating ant proposed
      chapter 11 plan;

   d) prepare applications, pleadings and objections on behalf of
      the Committee and represent the Committee in Bankruptcy
      Court hearings and other judicial proceedings;

   e) consult with the Debtors' counsel and their other
      professionals, and the U.S. Trustee concerning the
      administration of the Debtors' estates; and

   f) perform all other legal services that required and in the
      interest of the Committee and the equity interest holders
      creditors.

Michael J. Venditto, Esq., a Member at Anderson Kill, is the lead
attorney for the Equity Committee.  Mr. Venditto charges $475 per
hour for his services.

Mr. Venditto reports Anderson Kill's professionals bill:

      Designation          Hourly Rate
      ------------         -----------
      Counsel              $425 - $750
      Associates           $190 - $350
      Paralegals           $125 - $175

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

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

High Voltage filed its second chapter 11 petition on Feb. 8, 2004
(Bankr. Mass. Case No. 05-10787).  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.


HOUSTON RAMIREZ: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Houston Ramirez Enterprises, Inc.
        dba 5+2 Child Learning Center
        P.O. Box 753049
        Houston, Texas 77275

Bankruptcy Case No.: 05-38728

Type of Business: The Debtor operates a childcare center
                  (perhaps two) near Houston, Texas.

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: J. W. Lowes, III, Esq.
                  Law Office of J. W. Lowes, III, P.C.
                  1331 Gemini, Suite 200
                  Houston, Texas 77058
                  Tel: (281) 486-4550
                  Fax: (281) 486-1495

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Internal Revenue Service      941 Taxes                 $125,882
P.O. Box 21126
Philadelphia, PA 19114

American Express - Blue       Credit Card                $21,008
P.O. Box 36002
FT. Lauderdale, FL 33336-0002

Sam's Club                    Credit Card                $14,286
P.O. Box 4538
Carol Stream, IL 60197-4538

Office Max                    Credit Card                 $1,443
P.O. Box 9020
Des Moines, IA 50368-9020

Home Depot                    Credit Card                 $1,275
P.O. Box 105991,
Department 24
Atlanta, GA 30348-5991


IMPAC FUNDING: Asset Deterioration Prompts Fitch to Lower Ratings
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Impac mortgage
pass-through certificates issues:

   Impac SAC mortgage pass-through certificates, series 2001-5
   Pool 1:

     -- Class AI affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A+';
     -- Class B affirmed at 'BBB'.

   Impac SAC mortgage pass-through certificates, series 2001-5
   Pool 2:

     -- Class AII affirmed at 'AAA'.

   Impac SAC mortgage pass-through certificates, series 2001-6
   Pool 1

     -- Class AI affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA+';
     -- Class M-2 affirmed at 'A+';
     -- Class B downgraded to 'B' from 'BB'.

   Impac SAC mortgage pass-through certificates, series 2001-6
   Pool 2:

     -- Class AII affirmed at 'AAA'.

   Impac CMB Trust Series 2002-6F:

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A'.

The affirmations, affecting over $109.24 million of certificates,
are due to stable collateral performance and moderate growth in
credit enhancement.  The negative rating action on the class B
(SAC 2001-6) is the result of poor collateral performance and the
deterioration of asset quality beyond original expectations, and
affect $3 million of outstanding certificates.  The pools are
seasoned from a range of 33 to 45 months.  The pool factors
(current principal balance as a percentage of original) range from
approximately 13% to 30% outstanding.

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


JAPAN PACIFIC: Court Conditionally Approves Disclosure Statement
----------------------------------------------------------------
The Honorable Karen S. Jennemann of the U.S. Bankruptcy Court for
the Middle District of Florida, Orlando Division, granted Japan
Pacific Trading Corp. and its debtor-affiliates conditional
approval of their Amended Disclosure Statement explaining their
Amended Plan of Reorganization.

                       The Amended Plan

The Amended Plan of Reorganization calls for the consolidation of
Japan Pacific Trading Corp., Florida Select Citrus, Inc. and
American Mercantile Corporation's assets and liabilities and the
cancellation of their outstanding common stock.  American
Mercantile will be the surviving entity.

On the Plan's effective date, new common stock of the reorganized
company will be distributed to Sherwood Investments (Overseas)
Ltd., as payment for the $180,000 DIP Loan extended to the Debtors
in October 2004.

The Plan further outlines a structured payment, over time, to
holders of allowed secured claims.  A Liquidating Creditor Trust
will be set up for the benefit of unsecured creditors.

                      Treatment of Claims

Priority, wage, vacation and commission claims will be fully paid
in cash on the effective date.  Cash to pay these claims will come
from the sale of assets owned by Florida Select and the American
Mercantile Corporation.

The Sherwood DIP Loan will be exchanged for 100% of New Common
Stock in the reorganized Debtor.

Public Bank's $3.2 million claim, secured by a first lien on all
real property of Florida Select and Japan Pacific, will be
exchanged for a modified and extended Mortgage Note on the
effective date.

Sherwood, holding a $16,149,658 secured claim against Florida
Select and Japan Pacific will retain its lien on the Debtors' real
property, personal property and accounts receivable until the loan
is paid in full over time with interest.

The Lake County Tax Collector's secured claim, totaling
$47,000, will be paid over a two-year period with interest at 7%.

Sherwood holds another $16,149,658 secured claim against AMC.  The
claim will be exchanged for an 8% PIK Note.  The Note will require
a $50,000 monthly payment and is expected to mature in 5 years.

General Unsecured Claims will be paid from a Liquidating Creditors
Trust.  Each beneficiary of the trust will receive a pro rata
share of whatever money is recovered through avoidance actions.

Equity interests will cancelled on the effective date.

Objections to the Amended Disclosure Statement, if any, will be
heard by the Court on June 22, 2005, at 1:00 p.m.

A full text copy of the Amended Disclosure Statement is available
at no charge at http://bankrupt.com/misc/japanpacific_DS.pdf

Headquartered in Groveland, Florida, Japan Pacific Trading Corp.
and its debtor-affiliates filed for chapter protection on Oct. 7,
2004, (Bankr. M.D. Fla. Case No. 04-11049).  R. Scott Shuker,
Esq., at Gronek & Latham LLP, represents the Debtors in their
restructuring.  When the Debtor filed for protection from its
creditors, it estimated $1 million to $10 million in assets and
$10 million to $50 million of liabilities.


KAISER ALUMINUM: Wants to Alter Ordinary Course Professional Order
------------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further amend the
order authorizing them to employ and pay professionals they turn
to in the ordinary course of their businesses.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware explains that the Debtors seek only to adjust the
permissible average monthly amounts that can be paid to two
Ordinary Course Professionals, particularly:

    -- reducing the maximum average monthly fees for Freshfields
       Bruckhaus Deringer from $50,000 to $35,000; and

    -- increasing the maximum average monthly fees for Perkins
       Coie LLP to $50,000.

Perkins Coie, led by Mark Schneider, Esq., in Seattle, has been
performing special investigatory environmental work for the
Debtors, as ordinary course counsel.  The Debtors recently decided
to use Perkins Coie as the principal environmental consultant at
their Trentwood location.  Because Perkins Coie will be conducting
additional work, the Debtors seek the Court's approval to increase
the maximum average monthly fees allowed for the firm.

Mr. DeFranceschi states that none of the other procedures or
requirements in the Revised Ordinary Course Professionals Order
will be modified.  The Debtors will continue to seek specific
Court authority to employ all professionals materially involved in
the actual administration of their Chapter 11 cases.  The Debtors
will also continue to be required to file and serve periodic
reports.

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)


KERR GROUP: Sale Completion Cues S&P to Cut & Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Kerr Group Inc. to 'B+'
from 'BB-', and removed the ratings from CreditWatch.  At the same
time, Standard & Poor's withdrew the ratings.

The CreditWatch implications were revised to negative from
developing on May 6, 2005, following the announcement that Berry
Plastics Corp. (B+/Stable/--), a 100%-owned operating subsidiary
of BPC Holding Corp., would purchase Kerr from majority owner
Fremont Capital Partners.  The purchase price of approximately
$445 million included the assumption of outstanding debt.

"The downgrade and withdrawal of the ratings reflects the
successful completion of the acquisition and repayment of the
outstanding bank loan on June 3, 2005," said Standard & Poor's
credit analyst Franco DiMartino.


LITTLE LADY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Little Lady Sportswear Inc.
        11 West End Road
        Totowa, New Jersey 07512

Bankruptcy Case No.: 05-51717

Chapter 11 Petition Date: June 6, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Brian L. Baker, Esq.
                  Morris S. Bauer, Esq.
                  Ravin Greenberg, PC
                  101 Eisenhower Parkway
                  Roseland, New Jersey 07068
                  Tel: (973) 226-1500

Total Assets: $1,486,217

Total Debts:  $3,576,374

Debtor's 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Matrix Textiles                                  $416,080
1363 Bonnie Beach Place
Commerce, CA 90023

Y&H Trading Corporation                          $138,148
1572 6th Street, Ground Floor
Brooklyn, NY 11219

Romex Textiles Inc.                              $119,875
785 East 14th Place
Los Angeles, CA 90021

Chase Small Business Financial Services          $112,980
GPO Box #26489
New York, NY 10087-6489

C&A Fashion, Inc.                                $102,767
7710 New Utrecht Avenue
Brooklyn, NY 11214

Howard Lesser                                     $92,964

Sunny Advance                                     $56,475

Trim Solutions                                    $50,277

Wachovia Commercial Loan Services                 $50,251

Capital Factors, Inc.                             $48,784

Macy's                                            $47,636

Xerox Apparel, Inc.                               $43,673

Medallion Business Credit                         $43,207

IDB Factors                                       $43,205

Ultra Tex Knitting Inc.                           $41,640

Jagro Customs Brokers Inc.                        $33,430

American International                            $32,065

Evermax II Trimming Corporation                   $31,578

Fashion Avenue Belts & Accesories                 $29,026

United Parcel Service                             $27,511


LTX CORP: Posts $45.7 Million Net Loss in Third Quarter 2005
------------------------------------------------------------
LTX Corporation (Nasdaq: LTXX) reported financial results for its
fiscal third quarter ended April 30, 2005.

Sales for the quarter were $25,534,000 as compared to prior
quarter sales of $27,036,000. Net loss for the quarter was
$(45,656,000), which included restructuring and asset impairment
charges totaling $28,611,000, compared to a net loss for the 2005
second fiscal quarter of $(19,183,000). Sales were $70,333,000 for
the third quarter of fiscal year 2004 and net income was
$4,306,000.

Total incoming orders were $39.1 million, up 25% from last
quarter.  The book-to-bill ratio was 1.53 to 1.

Roger W. Blethen, chairman and chief executive officer, said,
"Early in the third quarter we reduced expenses, lowering our
breakeven and adding P&L leverage for the future.  Restructuring
actions we've taken over the past several quarters will lower the
break even to $46 million by the end of our fourth quarter.
Yesterday, we also announced the closing of a $60 million term
loan with Silicon Valley Bank - this additional financing,
combined with LTX's lower breakeven, has significantly improved
our balance sheet."

"There are indications that in some market segments, LTX's
business is expanding due to capacity purchases and new
applications ramping into volume production.  This led to
significantly higher orders in the third quarter, with product
bookings up about 120%."

"LTX's engineering organization continued to make strong progress
during the quarter on several new versions of Fusion that address
high growth areas of the market, and we plan to make product
announcements in our fourth quarter.  The stepped-up leverage in
our financials, improved balance sheet and new market
opportunities from our product strategy make LTX a stronger
company."

                Fourth Quarter 2005 Outlook

Revenue for the fourth quarter of fiscal year 2005 is now expected
to be in the range of $37.5 million to $39.5 million, with gross
margin at approximately 38%.  The earnings per share is projected
to be a loss in the range of $(0.09) to $(0.12), assuming 61.2
million fully diluted shares outstanding. This guidance does not
include any provisions for special charges.

The Company will conduct a conference call today, June 3, 2005, at
8:30 AM EDT to discuss third quarter results. The conference call
will be simulcast via the LTX web site (www.ltx.com). Audio
replays of the call can be heard through June 16, 2005 via
telephone by dialing 888-286-8010; passcode 48332534 or by
visiting our web site at www.ltx.com.

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

                       *      *      *

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

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


MAGRUDER COLOR: Gets Interim Order on DIP Loans & Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company, Inc., and its debtor-affiliates,
permission on an interim basis:

   a) to obtain post-petition loans, advances and other financial
      accommodations from Wachovia Bank National Association and
      enter into an Ratification and Amendment Agreement with
      Wachovia Bank and unnamed Guarantors;

   b) to grant Wachovia Bank super-priority administrative
      claim status pursuant to Section 364(c)(1) of the
      Bankruptcy Code;

   c) to continue using Cash Collateral securing repayment of pre-
      petition obligations to the Beal Bank, S.S.B. and the
      Weissglass Family Lenders and provide adequate protection to
      the Beal Bank and the Weissglass Family; and

   d) to modify the automatic stay under 11 U.S.C. Section 362.

                        Pre-Petition Debt

Under various financing and loan agreements, the Debtors owe:

      Pre-Petition Lender            Amount Owed
      -------------------            -----------
      Beal Bank                      $10,500,000
      Wachovia Bank (under a
      Term Loan & Revolving Loans)    $6,136,355
      Weissglass Family               $2,500,000
                                     -----------
                                     $19,136,355

               Use of DIP Loans & Cash Collateral

The Debtor will use the Wachovia DIP Loans and the Weissglass
Family's cash collateral to fund the orderly continuation of their
businesses, to minimize the disruption of their business
operations, and to manage and preserve the assets of their estates
in order to maximize recovery for all of their creditors.

                     Post-Petition Financing
              Cash Collateral & Adequate Protection

The Bankruptcy Court authorizes the Debtors to obtain up to
$7,500,000, pursuant to the terms of the Ratification and
Amendment Agreement with Wachovia Bank and the Guarantors.

The Debtors' interim use of the proceeds of the DIP Loans and the
proceeds of the cash collateral will be in strict compliance with
a Court-approved budget for a 12-week period, from June 4 to
Aug. 27, 2005.

A full-text copy of a two-page Weekly Budget is available at no
charge at:

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

                       Adequate Protection
               Modification of the Automatic Stay

To adequately protect its interests, Wachovia Bank is granted a
valid and perfected first priority security interests and liens,
superior to all other liens, claims and security interests that
any creditors may have on the Debtors' estates. Wachovia Bank is
also granted an allowed super-priority administrative claim having
priority in right of payment over any of the Debtors' post-
petition obligations, liabilities and indebtedness

To adequately protect their interests, Beal Bank and the
Weissglass Family are granted liens and security interests on all
of the Debtors' Pre-Petition Collateral.

The automatic stay provisions of Section 362 of the Bankruptcy
Code are modified and vacated without further notice, application
or order of the Bankruptcy Court to the extent necessary to permit
Wachovia Bank to perform any act authorized by virtue of the
Court's Interim Order or the Financing Agreements.

The Court will convene a hearing at 10:00 a.m., on June 21, 2005,
to consider the Debtors' request for a final order approving the
DIP Loans and allowing permanent use of the cash collateral.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-2834).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MAGRUDER COLOR: Look for Bankruptcy Schedules on July 18
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Magruder Color Company, Inc., and its debtor-affiliates more time
to file their Schedules of Assets and Liabilities, Statements of
Financial Affairs and Schedules of Executory Contracts and
Unexpired Leases.  The Debtors have until July 18, 2005, to file
those documents.

The Debtors explain that to prepare the Statements and Schedules,
they must gather information from books and records from each of
the four debtor-affiliates.  Consequently, collection of that
necessary information requires the expenditure of substantial time
and effort on the part of the Debtors and their limited staff so
they can prepare and complete the Schedules and Statements on or
before the July 18 extension deadline.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-2834).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MARIA BUITRON: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Maria Estela Buitron
        aka Estela L. Buitron
        1706 High Street
        Harlingen, Texas 78550

Bankruptcy Case No.: 05-10704

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Abelardo Limon, Jr. Esq.
                  Limon Law Office PC
                  890 West Price Road
                  Brownsville, Texas 78520
                  Tel: (956) 544-7770
                  Fax: (956) 544-4949

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


MERIDIAN AUTOMOTIVE: Two Claimants Balk at Reclamation Protocol
---------------------------------------------------------------
As previously reported, Meridian Automotive Systems, Inc., and its
debtor-affiliates propose uniform procedures for the treatment and
reconciliation of all Reclamation Claims:

   (a) Any vendor asserting a Reclamation Claim must satisfy all
       requirements entitling it to a right or reclamation under
       applicable state law and Section 546(c)(1) of the
       Bankruptcy Code;

   (b) The Debtors will file a notice with the Court listing
       those Reclamation Claims the Debtors deem to be valid and
       its amount.  The Debtors will serve the Reclamation Notice
       on any official committee appointed in the Debtors' cases
       and on each Reclamation Claimant;

   (c) The Reclamation Notice will be filed by the Debtors no
       later than 60 days after the Court's entry of the
       Reclamation Order;

   (d) If the Debtors fail to file the Reclamation Notice prior
       to the expiration of the Notice Deadline, any Reclamation
       Claimant may ask the Court to determine the validity of
       its Reclamation Claim, provided that any request will not
       be filed prior to the expiration of the Notice Deadline;

   (e) All parties-in-interest will have 20 days from the date
       the Reclamation Notice is filed with the Court to object
       to the inclusion or exclusion in the Reclamation Notice of
       any Reclamation Claim or its amount.  All Reclamation
       Claims in the Reclamation Notice that do not draw any
       objection will be fixed in the amount provided in the
       Reclamation Notice without further Court Order;

   (f) With respect to any Reclamation Claim on account of which
       a timely objection to the Reclamation Notice is filed, the
       amount of the Reclamation Claim will be fixed pursuant to
       an agreement of the relevant parties, or by Court Order;
       and

   (g) The Debtors reserve the right to further object to any
       Reclamation Claim fixed pursuant to these Reclamation
       Procedures or Court order on any other grounds, including
       that all Reclamation Claims are subject to a creditor's
       security interest in or lien on the goods subject to the
       Reclamation Claim.  The fixing of a Reclamation Claim will
       not be deemed a final allowance of any Reclamation Claim.

                  2 Reclamation Claimants Object

Delta Polymers Company and Empire Electronics, Inc., contend that
the Reclamation Procedures include a reservation which, if
granted, would allow the Debtors to strip reclamation claimants
of their rights under Section 546(c) of the Bankruptcy Code at
any time during the bankruptcy cases.

In separate filings with the Court, the Claimants explain that
under the proposed Reclamation Procedures, the Debtors will be
entitled to effectively extinguish reclamation claimants' rights
to reclaim goods by providing reclamation claimants with sham
priority administrative expense claims or liens while at the same
time preserving the Debtors rights to take away the claim or lien
at a future date.

The Debtors should not be allowed to establish procedures
designed to lull reclamation claimants into a false sense of
security, Delta Polymers asserts, thus keeping claimants from
asserting their rights and allowing the Debtors to use inventory
which would otherwise be segregated, only to embroil those same
claimants in disputes over security interests at a later date.

Delta Polymers has demanded the segregation and reclamation of
goods totaling $62,977 that it delivered to the Debtors before
the Petition Date.

Empire has sought the return of $269,018 in prepetition goods
sold to the Debtors.

In addition, although the Debtors' request does not discuss this,
Delta Polymers says the Order proposed by the Debtors seeks to
interfere with its rights in dealing with the postpetition
debtor-in-possession.  The Debtors seek a ruling under Section
362 prohibiting reclamation claimants from "interfering in any
way with the post-petition delivery of goods to or by the
Debtors."

Under this broad language, Delta Polymers tells Judge Walrath
that the Debtors would be able to force reclamation claimants to
do business with the Debtors on a postpetition basis with no
corresponding consideration.  Further, Delta Polymers notes, the
Debtors seek this relief under Section 362, which deals with
actions and claims arising prior to the Petition Date, not
postpetition business dealings.

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


MERRILL LYNCH: $4.1M Class B Certs. Get Low-B Rating from Fitch
---------------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc.'s mortgage pass-through
certificates, series MLMI 2005-A4, are rated by Fitch Ratings as
follows:

   -- $477 million classes I-A-1, II-A-1, II-A-2, II-A-IO, III-A
      and IV-A senior certificates 'AAA';

   -- $11 million class M-1 'AA';

   -- $5 million class M-2 'A';

   -- $2.8 million class M-3 'BBB';

   -- $2.8 million privately offered class B-1 'BB';

   -- $1.3 million privately offered class B-2 'B'.

The 'AAA' rating on the senior certificates reflects the 5%
subordination provided by the 2.20% class M-1, 1% class M-2, 0.55%
class M-3, 0.55% class B-1, 0.25% class B-2 and 0.45% class B-3
(not rated by Fitch).  Classes M-1, M-2, M-3, B-1 and B-2 are
rated 'AA', 'A', 'BBB', 'BB' and 'B' based on their respective
subordination.

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

The trust consists of 1,239 conventional, adjustable-rate mortgage
loans secured by first liens on one-to-four family residential
properties with an aggregate principal balance of $502,099,539 as
of the cut-off date (May 1,2005).

Each of the mortgage loans are fixed rate for a period of three,
five, seven, or ten years, after which they are indexed off the
one-year LIBOR or one-year US Treasury.  The average unpaid
principal balance as of the cut-off-date is $405,246.  The
weighted average original loan-to-value ratio is 73.86%.  The
weighted average FICO is 731. Cash-out refinance loans represent
12.10% of the loan pool.  The three states that represent the
largest portion of the mortgage loans are California (44.28%),
Michigan (10.34%) and Florida (6.15%).

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


MISSALA MARINE: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Missala Marine Services, Inc.
        4111 North Cedar Street
        Pascagoula, Mississippi 39567

Bankruptcy Case No.: 05-13214

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Robert M. Galloway, Esq.
                  Galloway, Smith, Wettermark & Everest, LLP
                  P.O. Box 16629
                  Mobile, Alabama 36616-0629
                  Tel: (251) 476-4493

Total Assets: $6,885,000

Total Debts:  $2,799,306

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wells Fargo Business Credit   Guaranty, Lawsuit,      $1,219,102
Inc.                          Civil Action Case
400 Northridge Road           No.: 2005-0039(3)
Suite 600
Atlanta, GA 30350

Zoie Graham                   Judicial Foreclosure      $890,118
908 Westwood Street           on Secured Debt.
Pascagoula, MS 39567          Secured with the
                              assignment of subsidiary
                              stock, note assignment,
                              and real property.

Jenny Kay Odom                Judgment creditor         $477,134
2424 Wilson                   attempting to executor
Pascagoula, MS 39567          on the stock of
                              Subsidiary companies

Internal Revenue Service                                $115,524

William Boyd                                             $24,878

Mississippi State tax                                    $17,065

Sate of Alabama-Department                               $17,065
Of Revenue

Jim Wallis & Sons Roofing     Lawsuit- Civil Action       $7,400
Inc.                          No. 2004-00202
                              Circuit Court of
                              Jackson County, MS

M&M Bank                      Lawsuit- Civil Action       $7,400
                              No. 2004-00202
                              Circuit Court of
                              Jackson County, MS

Gary L. Roberts, PA           2004 Accounts               $6,313

Page, Mannino, Peresch and    2004 Account                $5,478
McDermott

Kenneth Flottman, Esq.        2004 Account                $5,042

LeFoldt & Co., P.A.           2004 Account                $4,034

Armbrech, Jackson, DeMouy     2004 Legal services         $2,748

Julie Parr                    Lawsuit- Civil Action           $1
                              No. C196-0119(1)

M&M Bank                      M&M Bank is proceeding          $1
                              With a foreclosure
                              action on real property
                              encumbered by multiple
                              mortgages

Robert Graham                 Lawsuit- Civil Action           $1
                              No. 2004-1081 JB


MORTGAGE ASSET: Fitch Rates $412K Privately Offered Certs. at BB
----------------------------------------------------------------
Mortgage Asset Securitization Transactions, Inc.'s $273.6 million
mortgage pass-through certificates series 2005-1, MASTR Asset
Securitization Trust 2005-1 is rated by Fitch Ratings:

    -- $266.7 million classes 1-A-1, 2-A-1 - 2-A-9, 15-PO, 30-PO,
       15-A-X, 30-A-X, A-LR, and A-UR senior certificates 'AAA';

    -- $3,843,000 class B-1 'AA';
    -- $1,647,000 class B-2 'A';
    -- $961,000 class B-3 'BBB';
    -- $412,000 privately offered class B-4 'BB'.

Fitch does not rate the privately offered class B-5 or B-6
certificates.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.40% class B-1, 0.60% class B-2,
0.35% class B-3, 0.15% privately offered class B-4, 0.20%
privately offered class B-5 (not rated by Fitch), and 0.15%
privately offered class B-6 (not rated by Fitch) certificates.
The ratings on the class B-1 through B-4 certificates are based on
their respective subordination.

The trust will consist of two asset groups.  The certificates
whose class designation begins with 1 through 2 correspond to
Groups 1 through 2, respectively.  Additionally, the class 15-A-X
and 15-PO certificates represent interests in loan Group 1, the
class 30-A-X and 30-PO certificates represent interests in loan
Group 2.  The class A-LR, and A-UR certificates represent interest
in loan Group 1.  In certain limited circumstances, principal and
interest collected from loans in a loan group may be used to pay
principal or interest, or both, to the senior certificates related
to one or more of the other loan groups.

Group 1 contains contain 67 conventional, fully amortizing 15-year
fixed-rate mortgage loans secured by first liens on one to four-
family residential properties with an aggregate scheduled
principal balance of $34,101,249.  The average unpaid principal
balance of the aggregate pool as of the cut-off date (May 1, 2005)
is $508,974.  The weighted average original loan-to-value ratio is
58.7%.  The weighted average credit score of the borrowers is 741.
Approximately 52.37% of the pool was originated under a reduced
(non Full/Alternative) documentation program.

Second homes and investor occupancies represent 3.58% and 1.33% of
the pool, respectively.  The weighted average mortgage interest
rate is 5.366% and the weighted average remaining term to maturity
is 175 months.  The states that represent the largest portion of
the aggregate mortgage loans are California (22.15%), Florida
(11.68%), New York (9.31%), Virginia (7.50%), and Texas (6.88%),
and Maryland (6.88%).  All the other states represent less than 5%
of the aggregate pool balance as of the cut-off date.

Group 2 contains 457 conventional, fully amortizing 30-year fixed-
rate mortgage loans secured by first liens on one to four-family
residential properties with an aggregate scheduled principal
balance of $240,422,796.  The average unpaid principal balance of
the aggregate pool as of the cut-off date (May 1, 2005) is
$526,089. The weighted average OLTV is 67.6%.  The weighted
average credit score of the borrowers is 733.  Approximately 43%
of the pool was originated under a reduced (non Full/Alternative)
documentation program.  Second homes and investor occupancies
represent 2.45% and 0.52% of the pool, respectively.  The weighted
average mortgage interest rate is 5.834% and the WAM is 356
months. The states that represent the largest portion of the
aggregate mortgage loans are California (50.03%).  All the other
states represent less than 5% of the aggregate pool balance as of
the cut-off date.

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

MASTR, a special purpose corporation, deposited the loans into the
trust, which issued the certificates. U.S. Bank National
Association will act as trustee. For federal income tax purposes,
elections will be made to treat the trust fund as multiple real
estate mortgage investment conduits.


NAKOMA RESORT: Case Summary & 60 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Nakoma Resort LLC
             5150 Mae Anne Avenue #213
             Reno, Nevada 89523

Bankruptcy Case No.: 05-51717

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gold Mountain Ranch                        05-51718
      Dragon Golf LLC                            05-51722

Type of Business: The Debtors are affiliates of Nakoma Land, Inc.,
                  which filed for chapter 11 protection on
                  May 19, 2005 (Bankr. D. Nev. Case No. 05-51556),
                  as reported in the Troubled Company Reporter on
                  May 23, 2005.  The Debtors operate a golf
                  course, a restaurant and a resort.  See
                  http://www.nakomaresort.com/

Chapter 11 Petition Date: June 6, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Alan R. Smith, Esq.
                  Law Offices of Alan R. Smith
                  505 Ridge Street
                  Reno, Nevada 89501
                  Tel: (775) 786-4579

                           Total Assets   Total Debts
                           ------------   -----------
   Nakoma Resort LLC             $4,115      $938,124
   Gold Mountain Ranch         $199,400      $775,107
   Dragon Golf LLC              Unknown       $96,543

A.  Nakoma Resort LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
John Deere Credit                Lease payments         $459,602
P.O Box 4450
Carol Stream, IL 60197-4450

Legacy Gas                       Goods & Services        $53,425
P.O. Box 880
Graeagle, CA 96103

SLH Small Luxury Hotels          Goods & Services        $27,988
370 Lexington Avenue
Suite 1506
New York, NY 10017

Creative Metal Casting/omc       Goods & Services        $27,571
Custom Gifts Inc.
15695 North 83rd Way
Scottsdale, AZ 85260

State Comp Fund                  Goods & Services        $25,129
P.O. Box 7854
San Francisco, CA 94120-7854

Feather Publishing Co. Inc.      Goods & Services        $22,670
P.O. Box B
Quincy, CA 95971

RISO Products of Sacramento      Lease Payments          $15,211
3304 Monier Circle, Suite 110
Suite 110
Rancho Cordova, CA 95742

Pacific Seafood of Sacramento    Goods & Services        $11,255
c/o Northwest Farm Credit
Services
P.O. Box 3608
Spokane, WA 99220

FNF Funding                      Lease Payments          $11,167
Department NO 979
Denver, CO 80291-0564

Cutter & Buck Inc.               Goods & Services        $10,771
P.O. Box 34855
Seattle, WA 98124-1632

NCGA/Northern California Golf    Goods & Services        $10,700
P.O. Box NCGA
Pebble Beach, CA 93953

Felderstein Fitzgerald           Attorneys Fees          $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Lesco                            Attorneys Fees          $10,000
15885 Sprague Road
Strongsville, OH 44136
Goods & Services $9,619

Ahead Headgear                   Goods & Services         $9,331
Attn: H/R Department
270 Samuel Barnet Boulevard
New Bedford, MA 02745

Titleist                         Goods & Services         $9,305
P.O. Box 88112
Chicago, IL 60695

Straight Down Clothing           Goods & Services         $8,721
Capital Factors
P.O. Box 79
Memphis, TN 38101

American Hotel Register          Goods & Services         $8,009
100 South Milwaukee Avenue
Vernon Hills, IL 60061

TFC Textron                      Lease Payments           $7,682
Department LA 21121
Pasadena, CA 91185

Peggy (Margaret) Garner          Goods & Services         $7,599
P.O. Box 547
Portola, CA 96122

Gear for Sports                  Goods & Services         $6,667
12193 Collections Center Drive
Chicago, IL 60693


B.  Gold Mountain Ranch's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Nakoma Resort                                           $181,602
5150 Mae Anne Avenue
Reno, NV 89523

Yamaha Motor Corporation         Lease Payments         $140,320
Dept Ch 14022
Palatine, IL 60055

State Comp Insurance Fund        Goods & Services        $91,091
P.O. Box 7854
San Francisco, CA 94120-7854

Weintraub, Genshlea, Chediak     Goods & Services        $72,022
400 Capital Mall, 11th Floor
Sacramento, CA 95814-4434

Portable Facilities Leasing      Lease Payments          $21,840
P.O. Box 1504
Loomis, CA 95650

Sysco Foods                      Goods & Services        $14,639
Department 33300
P.O. Box 39000
San Francisco, CA 94139

Gold Mountain CSD                Goods & Services        $13,846
c/o Bequette & Kimmel
307 West Main Street
Quincy, CA 95971

Newland & Winnen                 Goods & Services        $13,712
1441 Casa Buena Drive 306
Corte Madera, CA 94925

Joel Halverson                                           $11,700
P.O. Box 77
Portola, CA 96122

Felderstein Fitzgerald           Attorneys Fees          $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Gold Mountain Homeowners         Homeowners Dues          $9,595
Association
307 West Main Street
Quincy, CA 95971

Jensen Precast                   Goods & Services         $6,815
625 Bergin Way
Sparks, NV 89431

Wells Fargo Leasing              Lease Payments           $5,985
P.O. Box 98789
Las Vegas, NV 89193

Art Associates Advertising       Goods & Services         $5,212
5450 Louie Lane
Reno, NV 89511

NST Engineering-CSD              Goods & Services         $4,408
1495 Riverside Drive
Susanville, CA 96130

Plumas Bank                      Goods & Services         $3,677
120 North Pine Street
Portola, CA 96122

Hertz Equipment Rental           Rental Charges           $2,951
P.O. Box 26390
Oklahoma City, OK 73126-0390

Blue Cross of California         Insurance Premium        $2,869
P.O. Box 54630
Los Angeles, CA 90054-0630

Geriak Consultants LLC           Goods & Services         $2,725
62 Geriak Road
Stamford, CT 06905

Ewing Irrigation Products        Goods & Services         $2,504
2462 Polvorosa Avenue
San Leandro, CA 94577


C.  Dragon Golf LLC's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
NCGA                             Goods & Services        $22,890
File 30446
P.O. Box 60000
San Francisco, CA 94160

Yamas Controls                   Goods & Services        $10,632
P.O. Box 953814
Saint Louis, MO 63195

Felderstein Fitzgerald           Attorneys Fees          $10,000
400 Capital Mall, Suite 1450
Sacramento, CA 95814-4434

Tehama                           Goods & Services         $7,239
P.O. Box 1079
Denver, CO 80256-1079

Links Magazine                   Goods & Services         $6,600
P.O. Box 7628
Hilton Head Isle, SC 29938

Golf the High Sierra             Goods & Services         $5,000
P.O. Box 300
Clio, CA 96106

Reno Tahoe Open                  Goods & Services         $3,000
8700 Southwest Nimbus, Suite B
Beaverton, OR 97008

RMC Nevada                       Goods & Services         $2,642
333 Galletti Way
Reno, NV 89512

Absolute Hire                    Goods & Services         $2,507
3000 Lava Ridge Circle
Roseville, CA 95661-3034

Executive Women's Golf           Goods & Services         $2,500
Association
P.O. Box 7058
Citrus Heights, CA 95621-7058

Ecological Labs                  Goods & Services         $2,442
P.O. Box 132
Freeport, NY 11520-0132

S & G Transportation             Goods & Services         $2,435
P.O. Box 543
Beckwourth, CA 96129

IZOD                             Goods & Services         $2,385
550 South Wadsworth
Boulevard, #200
Lakewood, CO 80226

Golf Today                       Goods & Services         $2,000
206 South Mill Street
Tehachapi, CA 93561

Gold Mountain Real Estate        Goods & Services         $1,800
P.O. Box 880
Graeagle, CA 96103

Golf Scorecards, Inc.            Goods & Services         $1,725
9735 Southwest Sunshine Court
Beaverton, OR 97005

R & R Products                   Goods & Services         $1,692
3334 East Milber Street
Tucson, AZ 85714

Next Media Group                 Goods & Services           $900
300 East 2nd Street, #1400
Reno, NV 89501

Franchise Tax Board              State Income Taxes         $800
P.O. Box 942857
Sacramento, CA 94257-0540

Geriak Consultants, LLC          Goods & Services           $782
62 Geriak Road
Stanford, CT 06905


NEFF CORP: $500M Odyssey Sale Completion Cues S&P to Remove Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
equipment rental company Neff Corp., including the 'B+' corporate
credit rating, and removed all ratings from CreditWatch, where
they were placed on April 7, 2005, with negative implications.
The outlook is stable.

This action follows the purchase of the company by Odyssey
Investment Partners in a transaction valued at about $500 million.
The purchase was funded with unrated financing, including a new
$225 million asset-backed lending facility, $80 million of
privately placed subordinated notes, and a senior secured second-
lien term loan of $245 million.  Because the existing bank debt
and existing subordinated debt are being redeemed, the ratings on
those issues are being withdrawn.

Miami, Florida-based Neff operates mainly in the Sunbelt through
66 locations.  The ratings reflect its weak business position in
the cyclical (albeit improving) equipment rental industry and its
aggressive financial profile.

Standard & Poor's previously indicated that the resolution of the
CreditWatch listing would likely be a rating affirmation or a one-
notch downgrade, a reflection of the company's weak business
position and high debt levels.  "There has been an improvement in
industry fundamentals, however, as well as in Neff's operations,
and the company has experienced an EBITDA expansion that we
believe is sufficient for an affirmation," said Standard & Poor's
credit analyst John R. Sico.  "Our expectation is that leverage
will be about 4.5x, which is commensurate with the current
rating."

While Standard & Poor's does not expect the industry to experience
significant recovery in the near term, signs of some improvement
have emerged.  Rental rates have recently increased, a trend that
continued through the first quarter of 2005.  Also, the oversupply
of construction equipment has diminished as the industry has
deliberately aged the fleet and reduced capital spending.
The industry has also benefited from higher utilization rates.
Nonresidential construction spending began to recover in 2004
after declining about 20% from 2000 to 2003.  This spending has
increased modestly so far in 2005, and it is expected to improve
seasonally. Standard & Poor's expect a tempered pace of recovery
in the second half.

The increases in rental rates and equipment utilization have
helped Neff.  The company's sales improved about 20% in 2004, and
adjusted EBITDA margins are now more than 30%.  Credit protection
measures have also improved: Taking into account the Odyssey
transaction, total pro forma debt to EBITDA should be about 4.5x
by the end of 2005 and EBITDA to cash interest coverage should be
about 2.5x (adjusted for operating leases).

The company has held down its capital spending and generated
positive free cash flow (after capital spending and net of
equipment sales).  However, the aging of its fleet, especially its
core earthmoving equipment, has moderately increased maintenance
and repair costs, and has also led to increased capital spending.
Given the improved industry conditions and higher rental
utilization, fleet modernization is in order.


NORTH AMERICAN: Wants Court to Approve Conduit Sales to Mittal
--------------------------------------------------------------
North American Refractories Company manufactures and sells
refractory products.  One of North American's clients is the
International Steel Group which purchases refractory products from
the Debtor for use at its steelmaking operations at various
locations in the United States.

Mittal Steel, one of the largest steel-making operators in the
world, recently acquired ISG through a merger.

Mittal hasn't been a customer of the Debtor although it does
business with the non-debtor affiliates of North American
Refractories.

Mittal is now willing to purchase refractory materials from North
American but Mittal wants the sale transaction handled by the
Debtor's parent company, Veitsch Radex America, Inc.

Veitsch agreed to sell North American refractory products to
Mittal in return for a share of the profit on those sales.

Under the agreement, Veitsch will purchase refractory products
from North American and resell them to Mittal.  Veitsch will pay
the Debtor's costs plus estimated profit.  The agreement will
expire on Dec. 31, 2009.

The Debtor contends that even if the proposed agreement is in the
ordinary course of its business, it still needs the approval of
the U.S. Bankruptcy Court for the Western District of Pennsylvania
because the terms and conditions under the agreement differ from
its usual practice.  The Debtor urges the Court to approve its
request as soon as possible to avoid disruption of its operations.

Headquartered in Pittsburgh, Pennsylvania, North American
Refractories Company, filed for chapter 11 protection on January
4, 2002 (Bankr. W.D. Pa. Case No. 02-20198).  Paul M. Singer,
Esq., of Pittsburgh represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed $27,559,000,000 in
assets and $18,634,000,000 in debts.


NORTHWEST AIRLINES: May 2005 Load Factor Up 2.9 Points From 2004
----------------------------------------------------------------
Northwest Airlines (NASDAQ:NWAC) reported a system-wide May 2005
load factor of 83.6 percent, 2.9 points above May 2004.  Northwest
flew 6.57 billion revenue passenger miles (RPMs) and 7.86 billion
available seat miles in May 2005, a traffic increase of 6.3
percent and a capacity increase of 2.5 percent versus May 2004.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,600 daily departures. Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks. Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Fitch Ratings downgrades six Northwest Airlines enhanced equipment
trust certificate transactions.  These rating changes are a result
of the recent downgrade of Northwest Airlines by Fitch.

The rating actions are:

   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'.


O-CEDAR HOLDINGS: Chapter 7 Trustee Wants to Probe Stonebridge
--------------------------------------------------------------
Jeoffrey L. Burtch -- the chapter 7 trustee overseeing the
liquidation of O-Cedar Holdings, Inc., and O-Cedar Brands, Inc.
-- asks the U.S. Bankruptcy Court for the District of Delaware for
permission to conduct examinations under Bankruptcy Rule 2004.
Mr. Burtch wants to depose and obtain documents from Stonebridge
Partners L.P., its four affiliates, and 20 individuals associated
with Stonebridge.

The Stonebridge entities are private equity investment firms which
purchased the Debtors in 2000.  The 20 individuals participated in
the management of the Debtors' business operations prior to the
petition date.

The 20 individuals the Trustee wants to be examined are:

     * Andrew Thomas,
     * Michael S. Bruno, Jr.,
     * Robert M. Raziano,
     * Gerald Erickson,
     * Jack Gainer,
     * Mark Carr,
     * Fred Leventhal,
     * Todd Leventhal,
     * Wayne G. Fethke,
     * Richard L. Heggelund,
     * Frank M. Schossler,
     * Barry Vickers,
     * Steven Koschnick,
     * Bradley E. Scher,
     * Francis Novak,
     * Robert E. Beasley,
     * Frank LaManna,
     * Frank DiCesare,
     * Frank Callan and
     * Mark Hollopeter.

Having reviewed the Debtors' financial documents, the Trustee
wants to know whether:

   -- the Debtors were insolvent in the fourth quarter of
      2002 and

   -- the continued operations of the Debtors' businesses
      until the bankruptcy filing plunged the Debtors' deeper
      into insolvency.

The Trustee wants to determine whether the Stonebridge board
members knew or should have known about the Debtors' insolvent
condition and ignored financial data showing significant losses to
the estates.

The Trustee contends that if the Debtors' assets were sold before
the fourth quarter of 2002, the estates' creditors would have
obtained a higher recovery on account of their claims.

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  John Henry Knight, Esq., at Richards, Layton & Finger,
P.A., and Adam C. Harris, Esq., at O'Melveny & Myers LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed over $50
million in both assets and debts.  On May 26, 2004, the cases were
converted to chapter 7 and Jeoffrey L. Burtch was appointed
trustee.


PACIFIC GAS: Inks Pact Releasing $7.2MM From San Francisco Escrow
-----------------------------------------------------------------
The City and County of San Francisco filed numerous proofs of
claim in Pacific Gas and Electric Company's Chapter 11 case.  In
accordance with the Plan of Reorganization, Pacific Gas
established an escrow fund for Class 5 Disputed Claims and
deposited $22,358,872 on account of San Francisco's claims.

Pursuant to an agreement entered on February 24, 2005, the
parties settled certain of San Francisco's claims.  Pacific Gas
paid $7,200,512 to San Francisco pursuant to the settlement.

Pacific Gas now wants to withdraw the same amount from the Class
5 Escrow fund.  San Francisco has consented to that withdrawal.

In a Court-approved stipulation, both parties agree that San
Francisco has received the Settlement Amount.  San Francisco
further agrees that Pacific Gas may instruct the Escrow Agent for
the Class 5 Escrow to release $7,200,512 to Pacific Gas, plus
interest.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly owned
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on
April 6, 2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L.
Lopes, Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer,
Esq., at Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent
the Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and $22,152,000,000 in
debts.  Pacific Gas and Electric emerged from chapter 11
protection on April 12, 2004, paying all creditors 100 cents-on-
the-dollar plus post-petition interest.


PARK PLACE: Fitch Rates $23.4 Mil. Privately Offered Certs. at BB
-----------------------------------------------------------------
Park Place Securities Inc.'s asset-backed P-T certificates, series
2005-WCW1, are rated by Fitch Ratings:

     -- $2,081,300,000 publicly offered classes A-1A, A-1B, A-2A,
        A-2B, A-3A through A-3D 'AAA';

     -- $88.40 million class M-1 'AA+';

     -- $76.70 million class M-2 'AA+';

     -- $48.10 million class M-3 'AA';

     -- $42.90 million class M-4 'AA';

     -- $41.60 million class M-5 'AA-';

     -- $39 million class M-6 'A+';

     -- $35.10 million class M-7 'A';

     -- $28.60 million class M-8 'A-';

     -- $22.10 million class M-9 'BBB+',

     -- $19.50 million class M-10 'BBB',

     -- $20.80 million class M-11 'BBB-'.

     -- $23.40 million privately offered class M-12 'BB'.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 19.95 credit enhancement provided by classes M-1
through M-12 certificates, monthly excess interest and initial
overcollateralization of 1.25%.

Credit enhancement for the 'AA+' rated class M-1 certificates
reflects the 16.55% credit enhancement provided by classes M-2
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA+' rated class M-2 certificates
reflects the 13.60% credit enhancement provided by classes M-3
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-3 certificates
reflects the 11.75% credit enhancement provided by classes M-4
through M-12 certificates monthly excess interest and initial OC.

Credit enhancement for the 'AA' rated class M-4 certificates
reflects the 10.10% credit enhancement provided by classes M-5
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'AA-' rated class M-5 certificates
reflects the 8.50% credit enhancement provided by classes M-6
through M-12 certificates, monthly excess interest and initial OC.

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

Credit enhancement for the 'A' rated class M-7 certificates
reflects the 5.65% credit enhancement provided by classes M-8
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'A-' rated class M-8 certificates
reflects the 4.55% credit enhancement provided by classes M-9
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB+' rated class M-9 certificates
reflects the 3.70% credit enhancement provided by classes M-10
through M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB' rated class M-10 certificates
reflects the 2.95% credit enhancement provided by class M-11 and
class M-12 certificates, monthly excess interest and initial OC.

Credit enhancement for the 'BBB-' rated class M-11 certificates
reflects the 2.15% credit enhancement provided by class M-12
certificates, monthly excess interest and initial OC. Credit
enhancement for the non-offered 'BB' class M-12 certificates
reflects the monthly excess interest and initial OC.

In addition, the ratings reflect the integrity of the
transaction's legal structure as well as the capabilities of
Countrywide Home Loans Servicing LP as Master Servicer. Wells
Fargo Bank, N.A. will act as Trustee.

As of the cut-off date, the Group I mortgage loans have an
aggregate balance of $240,234,623,39.  The weighted average loan
rate is approximately 7.433%.  The weighted average remaining term
to maturity is 356 months.  The average cut-off date principal
balance of the mortgage loans is approximately $154,591. The
weighted average original loan-to-value ratio is 78.87% and the
weighted average Fair, Isaac & Co. score was 606. The properties
are primarily located in California (21.60%), Florida (12.48%),
Illinois (7.97%), and Arizona (6.13%).

As of the cut-off date, the Group II mortgage loans have an
aggregate balance of $758,368,103.58.  The weighted average loan
rate is approximately 7.411%.  The WAM is 357 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $154,328.  The weighted average OLTV ratio is 78.81%
and the weighted average FICO score was 607.  The properties are
primarily located in California (22.06%), Florida (11.99%),
Illinois (8.27%), and Arizona (5.30%).

As of the cut-off date, the Group III mortgage loans have an
aggregate balance of $1,001,397,352.83.  The weighted average loan
rate is approximately 7.022%.  The WAM is 358 months.  The average
cut-off date principal balance of the mortgage loans is
approximately $250,914.  The weighted average OLTV ratio is 80.69%
and the weighted average FICO score was 638.  The properties are
primarily located in California (44.26%), Florida (12.26%),
Illinois (5.60%), and New York (5.40%).

The transaction also has a prefunding account to purchase
$600,000,000 of additional mortgage during the first three months
of the deal.

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


PKCI: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------
Debtor: PKCI
        fka Porta-Kamp Construction Inc.
        P.O. Box 7064
        Houston, Texas 77248-7064

Bankruptcy Case No.: 05-38863

Type of Business: The Debtor constructs portable camps and modular
                  houses.

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Matthew Hoffman, Esq.
                  Law Offices of Matthew Hoffman, P.C.
                  909 Fannin, Suite 2350
                  Houston, Texas 77010
                  Tel: (713) 654-9990
                  Fax: (713) 654-0038

Estimated Assets: $500,000

Estimated Debts:  $7,700,000

Debtor's 23 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
American Door                                    Unknown
P.O. Box 55187
Houston, Texas 77255

American Tile Supply                             Unknown
File 55276
Los Angeles, California 90074

Action Plumbing Supply                           Unknown
14620-K Hempstead
Houston, Texas 77040

Baker HW Linen Company                           Unknown

Citadel Architectural Products                   Unknown

Commercial Interiors                             Unknown

Container Bank                                   Unknown

Deer Park Lumber Company, Ltd.                   Unknown

Dixie Plywood Company                            Unknown

Elliott Electric                                 Unknown

Geary Pacific Supply                             Unknown

Goodman Manufacturing Company                    Unknown

Insulgard Corporation                            Unknown

International Laminating                         Unknown

Letsos Company                                   Unknown

Mercury Transportation, Inc.                     Unknown

Sherwin Williams                                 Unknown

Southern Fastening Systems                       Unknown

Specialty Products & Insulation                  Unknown

Triple S Steel Supply                            Unknown

West End Lumber Company, Inc.                    Unknown

Windfern Construction Company, Ltd.              Unknown

Windfern Construction Company, Ltd.              Unknown


PNM RESOURCES: Completes $1.024 Billion TNP Acquisition
-------------------------------------------------------
PNM Resources (NYSE:PNM) completed its acquisition of Fort Worth-
based TNP Enterprises on June 6, 2005, just over 10 months after
announcing the deal.

Officials of both companies signed the final documents on June 5
in New York City.

In July 2004, PNM Resources reported a proposed $1.024 billion
acquisition of TNP Enterprises and its subsidiaries, Texas-New
Mexico Power and First Choice Power.  TNMP serves 49,000 electric
customers in southern New Mexico and 207,000 transmission and
distribution customers in Texas.  First Choice Power is a
competitive retail electric provider in Texas, serving an
additional 56,000 electric customers.

"The approval and regulatory processes went smoothly," said Jeff
Sterba, PNM Resources chairman, president and CEO.  "Employees
from both companies did a fantastic job to put us in a position to
close this acquisition in less than one year.  Regulators in New
Mexico, Texas and at the federal level were diligent in ensuring
the acquisition was in the best interest of customers and both
companies."

With the acquisition and through its subsidiaries, PNM Resources
now serves nearly 1.2 million customers:

    (a) 725,000 electric customers in Texas and New Mexico and

    (b) 471,000 natural gas customers in New Mexico.

The new combined company will have consolidated operating revenues
of more than $2.3 billion, 3,420 employees, 4,280 miles of
electric transmission lines and 18,247 miles of electric
distribution lines.

PNM Resources emerged as a holding company in December 2001 from
the state's largest utility, PNM.  PNM is now the parent company
of four subsidiaries:

    (1) PNM, a fully integrated electric and gas utility in New
        Mexico;

    (2) TNMP, an electric utility in New Mexico and a transmission
        and distribution company in Texas;

    (3) First Choice Power, a competitive retail electric provider
        in Texas; and

    (4) Avistar, an energy-related technology company based in
        Albuquerque.

PNM Resources will remain headquartered in Albuquerque.

           TNP Redemption of Notes And Preferred Stock

As part of the redemption of TNP notes, PNM Resources paid off a
$110-million TNP term loan.  TNP Enterprises reported in a
separate news release that it will retire all outstanding 10.25-
percent senior subordinated notes due 2010, and redeem all
outstanding 14.5-percent senior preferred stock.  The redemptions
will occur on July 6, 2005.

                      Acquisition Financing

In March, PNM Resources completed its issuance of approximately
$350 million of common equity and equity-linked securities.
Additionally, as previously disclosed, PNM Resources intends to
issue $100 million of debt.  The proceeds of these combined
issuances will be used to retire securities, a portion of the
high-cost TNP debt and acquisition-related costs.

In addition, Cascade Investment LLC has agreed to invest $100
million in equity-linked securities to be issued by the company in
approximately 30 days.  These proceeds will be used to retire the
remaining high-cost debt.

"Replacing the more expensive TNP debt and securities with our new
financing will result in net savings well in excess of $40 million
in annual interest expense," said John R. Loyack, PNM Resources
senior vice president and chief financial officer.  "The TNP
acquisition will be included in our 2005 earnings guidance update
in July, when we release second-quarter earnings."

Savings generated from the acquisition are expected to generate at
least 10 percent annual accretion to PNM Resources' earnings per
share in the first full year after closing and 20 percent
accretion to free cash flow.

                      Executive Management

Sterba disclosed an addition to the PNM Resources executive
management team.  Doug Hobbs, a 24-year TNMP veteran, is president
and chief executive officer of TNMP and PNM Resources senior vice
president of Customer & Delivery Services.  In April, Sterba
announced Jeff Shorter was named president of First Choice Power
and a PNM Resources senior vice president.  Shorter formerly was a
senior officer at TXU Corp. and a Dallas-based energy consultant.

                        About the Company

PNM Resources (NYSE:PNM) -- http://www.pnmresources.com/-- is an
energy holding company based in Albuquerque, New Mexico, with
consolidated operating revenues of $2.3 billion.  Through its
utility and energy service subsidiaries, PNM Resources supplies
electricity to 725,000 homes and businesses in New Mexico and
Texas and natural gas to 471,000 customers in New Mexico.  Its
utility subsidiaries are PNM and Texas-New Mexico Power.  Other
subsidiaries include First Choice Power, a deregulated competitive
retail electric provider in Texas, and Avistar, an energy research
and development company.  PNM Resources and its subsidiaries also
sell power on the wholesale market in the West.

                         *     *     *

As reported in the Troubled Company Reporter on March 8, 2005,
Moody's Investors Service has assigned a rating of Baa3 to PNM
Resources, Inc.'s (PNMR) $400 million five-year unsecured bank
credit facility.  Moody's also assigned prospective ratings of
(P)Baa3 and (P)Ba2 for PNM Resources' shelf registration for the
issuance of senior unsecured debt and preferred stock.  This is
the first time that Moody's has assigned ratings to PNM Resources.


POWER COMMUNICATION: Case Summary & 52 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Power Communication Services, Inc.
        945 Yonkers Avenue
        Yonkers, New York 10704

Bankruptcy Case No.: 05-23193

Type of Business: The Debtor provides telecommunication services
                  and integrates voice and data networks.  The
                  Debtor also specializes in fiber optic
                  connectivity.

Chapter 11 Petition Date:  June 7, 2005

Court: Southern District of New York (White Plains)

Debtor's Counsel: Jeffery A. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  175 Main Street, Suite 300
                  White Plains, New York 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604

Total Assets:  $673,905

Total Debts: $1,572,782

Debtor's 52 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
James McGibney                   Loan to business        $78,989
512 Westlake Drive               from President
Valhalla, NY 10595

Communication Supply Corp.       Job materials           $54,740
P.O. Box 7777-6650
Philadelphia, PA 19175

Peerless Insurance Company       Insurance               $41,561
P.O. Box 2051
Keene, NH 03431-7051

Wise Components, Inc.            Job materials           $38,415
79 Harborview Avenue
Stamford, CT 06902

CWA/ITU Negotiated               Pension payments        $37,432
Pension Plan                     due for union
831 South Nevada Avenue          employees
Suite 120
Colorodo Springs, CO 80903

North Atlantic                   Job materials           $29,637
Communications
1580 Ocean Avenue
Bohemia, NY 11716

Anixter Inc.                     Claim for job           $28,281
P.O. Box 847428                  materials, judgment
Dallas, TX 75284-7428            has been obtained

ET Systems                       Job materials           $26,664
55-55 58th Street
Maspeth, NY 11378

Ren Telco                        Equipment rental        $22,915
P.O. Box 45745
San Francisco, CA 94145-0745

Avon Datacom Corporation         Job supplies            $21,558
P.O. Box 827791
Philadelphia, PA 19182-7791

Benefield Electric               Supplies                $18,608
25 Lafayette Avenue
White Plains, NY 10603

Gallant & Wein Corporation       POW1 Job materials      $16,745
11-20 43rd Road
Long Island City, NY 11101

American Express                 Credit card debt        $12,441
P O Box 36001
Ft. Lauderdale, FL 33336-0001

United Health Care               Health insurance        $11,916
Small Group Accounting           for employees
P.O. Box 41738
Philadelphia, PA 19101-1738

Cougar Management &              Balance due on          $11,479
Realty Services, Inc.            surrendered office
265 Sunrise Highway, Ste 45      Space
Rockville Center, NY 11570-4912

Midtown Electrical Supply        Job materials           $10,319
Corporation
157 West 18th Street
New York, NY 10011

United Rentals                   Equipment rental        $10,256
P.O. Box 19633a
Newark, NJ 07195-0633

CWA Saving & Retirement Trust    Union dues               $9,125
501 Third Street Northwest
Washington, DC 20001-2797

Midway Electric & Data           Job materials            $6,331
Supply LLC
131 Street
New York, NY 10027-7980

GE Corporate Plus                Credit card debt         $5,462
P.O. Box 410420
Salt Lake City, UT 84141-0420

Texaco                           Credit card debt         $4,502
P.O. Box 31129
Tampa, FL 33631-3129

HSBC Bank USA                    Credit card debt         $4,352
P.O. Box 37278
Baltimore, MD 21297-3278

Ace Wire & Cable Co, Inc.        Supplies                 $3,959
72-01 51st Avenue
P.O. BOX 707
Woodside, NY 11377-7611

Home Depot Credit Services       Credit card debt         $3,559
P.O. Box 6029
Department 32
The Lakes, NV 88901-6029

Teltek Sales, Inc.               Job materials            $3,077
P.O. Box 423
Bala Cynwyd, PA 19004

Right Connection                 Job materials            $2,495
3280 Sunrise Highway, Suite 297
Wantagh, NY 11793

Global Technologies              PCS945 Job materials     $1,429
P.O. Box 634531
Cincinnati, OH 45263-4531

Nextel Communications            Cellular phone           $1,424
P.O. Box 15372                   services
Wilmington, DE 19886-5372

Electronix Systems Central       Alarm company            $1,240
Station Alarms
1555 New York Avenue
Huntington Station, NY 11746

Staples                          Office supplies          $1,123
P.O. Box 9027
Des Moines, IA 50368-9027

Grainger                         Job materials            $1,059
505 Sawmill River Road
Elmsford, NY 10523-1093

Woodlawn Supply                  Job materials            $1,013
772 Mclean Avenue
Yonkers, NY 10704

Enviroprobe Service Inc.         Job materials              $850
221 Haddon Avenue
Westmont, NJ 08108

The Travelers Insurance Co.      Insurance                  $925
P.O. Box 13963
Philadelphia, PA 19101-3963

Hilti, Inc.                      Job materials              $849
P.O. Box 382002
Pittsburgh, PA 15250-8002

Exxon/Mobil                      Credit card debt           $795
P.O. Box 459
Carol Stream, IL 60197

AT&T                             Telephone services         $782
P.O. Box 9001309                 for 800 number
Louisville, KY 40290-1309

Keyspan Energy Delivery          Balance due for            $658
P.O. Box 9083                    electrical services
Melville, NY 11747-9083          at previous business
                                 address in Plainview
                                 New York

Verizon Wireless                 Cellular phone             $623
P.O.Box 489                      services
Newark, NJ 07101-0489

Con Edison                       Utility services           $565
Jaf Station
P.O. Box 1702
New York, NY 10116-1702

Verizon                          Telephone services         $546
P.O. Box 15124
Albany, NY 12212-5124

Arch Wireless                    Wireless services          $470
P.O. Box 4062
Woburn, MA 01888-4062

County Chamber of                Subscription               $380
Commerce Inc.
235 Mamaroneck Avenue
White Plains, NY 10605-1317

Cablevision Of Westchester       Internet services          $268
P.O. Box 526
Newark, NJ 07101-0526

Express Way Drive                Service on vehicles        $209
Thru Lube Centers
P.O. Box 8066
Bridgeport, CT 06601-4066

Fleetwood Lock                   Alarm service              $158
1085 Yonkers Avenue
Yonkers, NY 10704

Callogic                         Answering Service          $130
540 North Commercial St
Manchester, NH 03101

Kleen Sweep Container Service    Garbage pick up            $114
P.O. Box 158
Yonkers, NY 10703

Lipa/Keyspan                     Balance due for            $107
175 Old Country Road             electrical services
Hicksville, NY 11801             at previous business
                                 address in Plainview
                                 New York

Crystal Rock Water Company       Water cooler supplies      $101
P.O. Box 10028
Waterbury, CT 06725-0028

Building Trades Assoc.           Trade membership            $95
630 Third Avenue, 7th Floor
New York, NY 10017

Federal Express                  Overnight delivery          $57
P.O. Box 1140                    charges
Memphis, TN 38101-1140


PROVIDIAN FINANCIAL: Fitch Places Ratings on Watch Positive
-----------------------------------------------------------
Fitch Ratings affirmed the ratings of Washington Mutual, Inc. at
'A/F1' with a Stable Outlook, and its banking subsidiaries and has
placed Providian Financial Corp., rated 'B+/B' with a Positive
Outlook, and its subsidiaries on Rating Watch Positive.

This action follows this week's announcement that Washington
Mutual, Inc. will acquire Providian for approximately $6.45
billion, 89% of which is to be paid in WM stock.  A complete list
of ratings is available at the end of this release.

This transaction is the realization of WM's long-standing plans to
enter the credit card business and thus fits nicely into its
stated retail strategy.  While PVN has had significant business
challenges in the past few years, the company's situation has
improved considerably under the current management team.  One of
the last remaining hurdles in PVN's turn-around, i.e. access to
more attractively priced and diversified funding, is addressed
through this transaction.

Going forward, the current PVN management team has been retained
to run this business as a fourth business unit within WM, which
Fitch views positively.  Upon expected completion, the ratings of
PVN will be equalized with those of WM.

Recognizing the somewhat higher risk profile of credit card
receivables versus WM's existing asset mix, which is dominated by
prime residential mortgages, WM's pro forma capital targets are
now somewhat higher, on both a stated and a tangible basis, which
Fitch considers appropriate for the ratings assigned.  Fitch
anticipates that Providian National Bank will be merged into
Washington Mutual Bank (formerly Washington Mutual Bank, FA) upon
consummation of the transaction, which is anticipated by year-end
2005.

The following ratings are placed on Rating Watch Positive:

   Providian Financial Corp.

     -- Senior debt at 'B+';
     -- Short-term debt at 'B';
     -- Support at '5';
     -- Individual at 'D'.

   Providian National Bank

     -- Long-term deposits at 'BB';
     -- Senior debt at 'BB-';
     -- Subordinated debt at 'B+';
     -- Short-term deposits at 'B';
     -- Short-term debt at 'B';
     -- Individual at 'C/D';
     -- Support at '5'.

   Providian Capital I

     -- Trust-preferred at 'B-'.

These ratings are affirmed by Fitch:

   Washington Mutual, Inc.:

     -- Senior debt affirmed at 'A';
     -- Subordinated debt affirmed at 'A-';
     -- Short-term debt affirmed at 'F1';
     -- Individual affirmed at 'B';
     -- Support affirmed at '5';
     -- Outlook is Stable.

   Washington Mutual Bank (formerly Washington Mutual Bank, FA):

     -- Long-term deposits affirmed at 'A+';
     -- Senior debt affirmed at 'A';
     -- Subordinated debt affirmed at 'A-';
     -- Short-term deposits affirmed at 'F1';
     -- Short-term debt affirmed at 'F1';
     -- Individual affirmed at 'B';
     -- Support affirmed at '3';
     -- Outlook is Stable.

   Washington Mutual Capital I

     -- Trust-preferred affirmed at 'A-'.

   Bank United Corp.

     -- Subordinated debt affirmed at 'A-'.

   Bank United FSB

     -- Senior debt affirmed at 'A'.

   Bank United Capital Trust

     -- Trust-preferred affirmed at 'A-'.


PROVIDIAN FINANCIAL: Wash. Mutual Sale Cues S&P to Watch Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its outstanding
ratings on Providian Financial Corp. (Providian; NYSE:PVN) and its
subsidiaries, including its 'B' long-term counterparty credit
rating on Providian, and placed the ratings on CreditWatch with
positive implications.

The action follows the announcement that Providian has agreed to
be acquired by Washington Mutual Inc.  Several years ago,
Providian experienced material asset quality issues that resulted
in several ratings downgrades.  More recently, after replacing key
management members, Providian shed itself of most of its legacy
portfolio, and redirected its business strategy away from the deep
subprime customer toward a middle-to-prime market focus, with
particular emphasis on the middle-market customer.  "The
successful implementation of the revised strategy is evident in
the progress Providian has made to-date in improving asset quality
metrics specifically, and more generally, overall financial
performance," said Standard & Poor's credit analyst John K.
Bartko, C.P.A.

The most significant long-term challenge Providian faced, like all
of its asset-backed-funded brethren, revolved around the
dependence on the often-volatile capital markets for funding.
Although it is not likely to abandon the asset-backed funding
alternative altogether, the linking of Providian's card business
with Washington Mutual enhances Providian's funding profile by
improving pricing and offering other alternatives such as a bank
retail deposit component. As such, at the close of the
transaction, the ratings on Providian will likely be equalized
with those of Washington Mutual.


PROVIDIAN NATIONAL: Moody's Reviews Junk Security Rating
--------------------------------------------------------
Moody's Investors Service affirmed the ratings and stable outlook
for Washington Mutual, Inc. (Senior Debt at A3) and its thrift
subsidiaries (Deposits at A2).

The rating agency also put the ratings of Providian National Bank
(Deposits at Ba2) on review for possible upgrade.  The ratings
action follows Washington Mutual's announcement that it has agreed
to acquire Providian Financial Corporation, parent of Providian
National Bank.  The ratings of Providian Financial Corporation
(Senior Debt at B2) were placed on review for possible upgrade in
January, and remain on review for upgrade.

Moody's said the ratings affirmation for Washington Mutual
reflects the conservative financing of the proposed transaction,
with 89% of the $6.5 billion purchase price to be funded with
equity, as well as its relatively modest impact on Washington
Mutual's financials.  The acquisition has a number of credit
positives for Washington Mutual, the rating agency said, but also
poses some challenges.  These factors on balance also support a
ratings affirmation.  The acquisition's credit positives include
an increase in Washington Mutual's earnings diversification and
the potential future benefits the company may realize through the
cross-sale of Providian's credit card products to Washington
Mutual's current customer base.  The acquisition also provides
Washington Mutual with an experienced credit card management team
and a sizable credit card platform which would have been difficult
for the company to build on its own.

The credit challenges include the challenges of managing the
growth of Providian's sizable credit card lending business, the
rating agency noted, and of integrating Providian's risk
management practices and strategic decision making into those of
Washington Mutual.  These challenges are heightened because
Providian's unsecured near-prime credit card lending business is
considerably riskier and more volatile than Washington Mutual's
traditional residential real-estate secured lending and retail
deposit gathering activities.

Moody's said the review for upgrade for Providian's ratings
reflects the benefits the acquisition would provide to Providian's
creditors from Washington Mutual's substantially larger and more
diversified earnings base as well as its stronger core funding
profile.  The ratings review will conclude after all necessary
approvals for the transaction have been received, at which point
the rating agency expects that Providian's ratings will be raised
to the level of Washington Mutual's ratings for similar
instruments.

These ratings were put on review for upgrade:

Providian National Bank:

   -- the rating for deposits of Ba2/NP, the rating for other
      senior obligations and the issuer rating of Ba3, and the
      financial strength rating of D

These ratings remain on review for upgrade:

Providian Financial Corporation:

   -- the B2 rating for senior unsecured debt

Providian Capital I:

   -- the Caa1 rating for trust preferred securities.

Providian Financing I, II, III & IV

   -- the (P)Caa1 shelf ratings for trust preferred securities

These ratings were among those affirmed:

Washington Mutual Bank, F.A.:

   -- Deposits at A2/P-1, Senior debt at A2, Issuer at A2,
      Subordinated debt at A3, and the Financial Strength Rating
      at C+

Washington Mutual Bank, FSB:

   -- Deposits at A2/P-1, Issuer at A2, and the Financial Strength
      Rating at C+

Washington Mutual, Inc.:

   -- Senior debt at A3, Subordinated debt at Baa1, Trust
      Preferred securities at Baa1

Washington Mutual, Inc., headquartered in Seattle, Washington, is
the largest thrift holding company in the U.S. and sixth largest
among U.S. bank and thrift companies, with assets of $320 billion
at September, 30, 2004.

Providian Financial Corporation, headquartered in San Francisco,
California, is the ninth largest credit card issuer in the U.S.
with managed credit card receivables of $18.1 billion at March 31,
2004.


PURADYN FILTER: Files Plan of Compliance to Continue AMEX Listing
-----------------------------------------------------------------
puraDYN Filter Technologies Incorporated (AMEX:PFT) filed its
proposed plan of compliance within the deadline set by the
American Stock Exchange.  The plan of compliance submitted is in
accordance with the notice of non-compliance received from AMEX on
April 28, 2005,

The Company's common stock continues to be listed on the American
Stock Exchange.

Joseph V. Vittoria, Chairman, stated, "We believe the plan we have
submitted to the AMEX addresses the issues of non-compliance and
outlines our strategy in resolving these issues.  We are hopeful
that the AMEX will accept the plan and that our stock will
continue to be listed on the Exchange."

Mr. Vittoria continued, "We are now proceeding to finalization of
the current, targeted equity raise and with our reduced overheads,
we can now concentrate on growing the company's revenue through
the many evaluations that are currently in place.

"A number of investors recognize that while the Company may be
facing liquidity issues, we do produce an asset needed by every
type of company that uses a high volume of engine oil and whose
bottom line is impacted by the rising cost of oil.

"These same investors recognize that we are committed to achieving
the goals set forth in our business plan and have remained
supportive of the challenges we face in bringing our product to
the marketplace."

                      About the Company

puraDYN Filter Technologies, Inc., (AMEX:PFT) designs,
manufactures and markets the puraDYN(R) Bypass Oil Filtration
System, the most effective filtration product on the market today.
It continuously cleans lubricating oil and maintains oil viscosity
to safely and significantly extend oil change intervals and engine
life.  Effective for internal combustion engines, transmissions
and hydraulic applications, the Company's patented and proprietary
system is a cost-effective and energy-conscious solution targeting
an annual $13 billion potential industry.  The Company has
established aftermarket programs with several of the
transportation industry leaders such as Volvo Trucks NA, Mack
Trucks, PACCAR; a strategic alliance with Honeywell Consumer
Products Group, producers of FRAM(R) filtration products; and
continues to market to major commercial fleets.  puraDYN(R)
equipment has been certified as a 'Pollution Prevention
Technology' by the California Environmental Protection Agency
and was selected as the manufacturer used by the US Department
of Energy in a three-year evaluation to research and analyze
performance, benefits and cost analysis of bypass oil filtration
technology.

At Mar. 31, 2005, puraDYN Filter Technologies, Inc.'s balance
sheet showed a $3,943,382 stockholders' deficit, compared to a
$3,127,358 deficit at Dec. 31, 2004.


ROOMSTORE INC: Emerges from Chapter 11 Protection
-------------------------------------------------
RoomStore, Inc., formerly HMY RoomStore, Inc., headquartered in
Richmond, Virginia, a leading furniture retailer, has emerged from
Chapter 11 bankruptcy protection.  RoomStore offers a wide
selection of professionally coordinated home furnishings in
complete room packages at value-oriented prices.  RoomStore
operates 65 stores located in Pennsylvania, Maryland, Virginia,
North Carolina, South Carolina and Texas.

Under the terms of the Plan, the existing equity interests in
RoomStore have been cancelled and the unsecured creditors of
RoomStore will receive new common stock of RoomStore in
satisfaction of their claims.  Heilig-Meyers Company, the former
parent of RoomStore, is the single largest creditor of RoomStore
and will receive approximately 67% of the new common stock.  The
Plan also includes a $35 million working capital facility with
Bank of America, N.A., which was closed on June 1, 2005.

Curtis C. Kimbrell, III, President and CEO of RoomStore
acknowledged RoomStore's emergence would not have been realized
without the support of its employees, customers and suppliers, and
Creditors' Committee.  "To our employees, we thank you for your
perseverance, dedication, and hard work throughout this process.
To our customers and suppliers, we are grateful for your continued
support.  To our Creditors' Committee, we thank you for being
cooperative and constructive partners during the reorganization
process.

Mr. Kimbrell went on to comment that of the numerous restructuring
achievements, there are four key areas that are the platform for
RoomStore's future success: a tested management team, a new board
of directors, strong relationships with critical vendors and
service providers, and a strong balance sheet.

The core members of the RoomStore management team not only
implemented the restructuring initiatives, but also generated
positive results from operating the business through the nearly
five year restructuring process.  They have deep knowledge of the
business and industry and have developed and demonstrated strong
skills in business fundamentals, logistics and customer service.

On the effective date of the Plan, a new board of directors was
installed consisting of Mr. Kimbrell and 4 independent directors.
The independent directors include two prominent furniture industry
veterans in Robert Shaffner, former chief financial officer of
Klaussner Furniture Industries, Inc., and Ronald A. Kaplan, former
president of Levitz Furniture.  The remaining two directors are
Eugene I. Davis and N. Martin Stringer.  Mr. Kimbrell stated, "The
wealth of home furnishings experience Mr. Shaffner and Mr. Kaplan
bring to our board will be complimented well by the financial
savvy and capital markets knowledge of Mr. Davis and Mr. Stringer.
This is the combination that the RoomStore needs to meet its
future goals."

During the restructuring process, RoomStore was able to maintain
and strengthen relationships with critical vendors and service
providers.  Notably, credit lines and payment terms have been
expanded with key merchandise suppliers to ensure adequate
inventory levels and a consistent flow of merchandise to support
sales goals and a high level of customer service.

Finally, RoomStore emerged with a strong balance sheet supported
by a $35 million working capital facility from Bank of America,
N.A.  "Our strong balance sheet and working capital facility are
more than adequate to support the business operations as well as
expansion plans within our current markets," noted Mr. Kimbrell.
He added, "The combination of these key ingredients makes for a
wonderful opportunity for RoomStore, its employees, its vendors
and its customers."

RoomStore offers a wide selection of professionally coordinated
home furnishings in complete room packages at value-oriented
prices.  RoomStore operates 65 stores located in Pennsylvania,
Maryland, Virginia, North Carolina, South Carolina and Texas.

Heilig-Meyers Company filed for chapter 11 protection on
Aug. 16, 2000 (Bankr. E.D. Va. Case No. 00-34533), reporting
$1.3 billion in assets and $839 million in liabilities.  When the
Company filed for bankruptcy protection it operated hundreds of
retail stores in more than half of the 50 states.  In April 2001,
the company shut down its Heilig-Meyers business format.  In
June 2001, the Debtors sold its Homemakers chain to Rhodes, Inc.
GOB sales have been concluded and the Debtors are liquidating
their remaining Heilig-Meyers assets.  The Debtors are working to
effect a restructuring of their RoomStore business operations with
the expectation of bringing that business out of bankruptcy as a
reorganized company.  Bruce H. Matson, Esq., Troy Savenko, Esq.,
and Katherine Macaulay Mueller, Esq., at LeClair Ryan, P.C., in
Richmond, Va., represent the Debtors.


SALOMON BROTHERS: Adequate Credit Support Cues S&P to Hold Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 97
classes from 32 series of mortgage pass-through certificates
issued by Salomon Brothers Mortgage Securities VII Inc.

The affirmed ratings reflect adequate actual and projected credit
support percentages.  As of the May 2005 remittance date, total
delinquencies for the prime transactions ranged from 0.00% (10
transactions) to 17.76% for series 2000-UP1, while cumulative
realized losses ranged from 0% (five transactions) to 1.04%
(series 1994-20).  Most of the prime transactions are well
seasoned, with all but three having an outstanding pool balance of
less than 4%.

Total delinquencies for the subprime transactions (the
transactions with LB, AQ, and NC suffixes) ranged from 12.79%
(series 1998-NC3) to 27.46% (series 1999-AQ2).  Cumulative
realized losses ranged from 0.58% (series 2003-UP1) to 5.01%
(series 1999-NC1).  The transactions structured with
overcollateralization and excess spread as credit support have
been generating sufficient excess interest cash flow to cover
losses in most cases.  Furthermore, these transactions are at or
close to their respective overcollateralization targets.  In
addition, except for series 2003-UP1, all of the subprime
transactions have outstanding pool balances of less than 13%.
Series 2003-UP1 has an outstanding pool factor of 40.19%.

The transactions are backed by fixed- or adjustable-rate 30-year
mortgage loans.  These mortgage loans are secured by first liens
on one-to-four family residential properties.

                           Ratings Affirmed

                Salomon Brothers Mortgage Securities VII Inc.
                      Mortgage pass-through certificates

     Series     Class                                     Rating
     ------     -----                                     ------
     1992-6     A-1, A-2                                  AAA
     1992-6     M                                         AA+
     1993-1     G, H-Z, PO, XS, M                         AAA
     1993-7     A                                         AA+
     1993-9     A-2, B-1, B-2                             AAA
     1993-9     B-3                                       AA
     1993-9     B-4                                       BBB+
     1993-9     B-5                                       B
     1994-1     B-1, B-2                                  AAA
     1994-5     B-1, B-2                                  AAA
     1994-11    A, IO, PO                                 AAA
     1994-17    A                                         AAA
     1994-19    A                                         AAA
     1994-20    A                                         AAA
     1994-4A    4A-A                                      AA+
     1996-2     XS                                        AAA
     1996-5     A                                         AAA
     1997-LB6   A-5, A-6, XS, B-1                         AAA
     1997-LB6   B-2                                       AA
     1997-LB6   B-3                                       BBB
     1997-NC5   M-1                                       AAA
     1998-AQ1   A-5, A-6, A-7, XS-N, XS-T                 AAA
     1998-AQ1   B-1                                       AA
     1998-AQ1   B-2                                       A
     1998-NC1   A, M-1                                    AAA
     1998-NC2   M-1                                       AAA
     1998-NC3   A-5, A-6                                  AAA
     1998-NC3   M-1                                       AA
     1998-NC3   M-2                                       A
     1998-NC4   M-2                                       A
     1998-NC7   A-6, A-7                                  AAA
     1999-2     A1-4, A1-6, A2, IO, PO                    AAA
     1999-6     A-3                                       AAA
     1999-AQ1   M-1, M-2                                  AAA
     1999-AQ1   M-3                                       AA
     1999-AQ2   M-1                                       AAA
     1999-AQ2   M-2                                       AA+
     1999-AQ2   M-3                                       BBB
     1999-NC1   A-2                                       AAA
     1999-NC1   M-1                                       AA+
     1999-NC1   M-2                                       A
     1999-NC1   M-3                                       BBB
     1999-NC2   M-1                                       AAA
     1999-NC2   M-2                                       A
     1999-NC2   M-3                                       BBB
     2000-1     A-1, A-2, IO, PO, B-1, B-2                AAA
     2000-1     B-3                                       AA+
     2000-UP1   A-1, A-2                                  AAA
     2001-2     A                                         AAA
     2001-2     M-1                                       AA
     2001-2     M-2                                       A
     2001-2     M-3                                       BBB
     2003-1     A-1, A-2, S, IO, PO                       AAA
     2003-1     B-1                                       A
     2003-UP1   A, A-IO, M-1                              AAA
     2003-UP1   M-2                                       AA
     2003-UP1   M-3                                       A+


SEQUOIA MORTGAGE: Credit Enhancement Cues Fitch to Affirm Ratings
-----------------------------------------------------------------
Fitch Ratings affirms theses Sequoia Mortgage Trust issues:

   Series 2003-4 Pool 1

     -- Class A at 'AAA';
     -- Class 1-B-1 at 'AA';
     -- Class 1-B-2 at 'A';
     -- Class 1-B-3 at 'BBB';
     -- Class 1-B-4 at 'BB';
     -- Class 1-B-5 at 'B'.

   Series 2003-4 Pool 2

     -- Class A at 'AAA';
     -- Class 2-M-1 at 'AA+';
     -- Class 2-B-1 at 'AA';
     -- Class 2-B-2 at 'A';
     -- Class 2-B-3 at 'BBB';
     -- Class 2-B-4 at 'BB';
     -- Class 2-B-5 at 'B'.

   Series 2004-1

     -- Class A at 'AAA';
     -- Class B-1 at 'AA';
     -- Class B-2 at 'A';
     -- Class B-3 at 'BBB';
     -- Class B-4 at 'BB';
     -- Class B-5 at 'B'.

   Series 2004-2

     -- Class A at 'AAA';
     -- Class B-1 at 'AA';
     -- Class B-2 at 'A';
     -- Class B-3 at 'BBB';
     -- Class B-4 at 'BB';
     -- Class B-5 at 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect approximately $1.358 billion of
outstanding certificates.  As of the May 2005 distribution, The
pools are seasoned from a range of 15 to 21 months and pool
factors (current principal balance as a percentage of original)
range from approximately 71% to 80%.

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


SOLUTIA INC: Reaches Restructuring Proposal with Monsanto & Panel
-----------------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) reached an agreement-in-
principle with Monsanto Company (NYSE: MON) and the Official
Committee of Unsecured Creditors in its Chapter 11 case regarding
the restructuring of the company.  This agreement will serve as
the framework for Solutia's Plan of Reorganization, which will
contain the complete terms of the company's restructuring.
Solutia anticipates filing its Plan of Reorganization and
Disclosure Statement with the Bankruptcy Court later this summer.

"This agreement-in-principle is a major milestone in the
successful reorganization of Solutia.  It provides significant
relief from the historic liabilities that were a driving factor in
our Chapter 11 filing, reduces the risk profile of the company in
terms of contingent liabilities, and strengthens our balance
sheet," said Jeffry N. Quinn, president and CEO, Solutia Inc.
"This agreement is in the best interests of Solutia, our
employees, retirees and other stakeholders.  In combination with
the steps we continue to take to improve business performance and
enhance our strategic and competitive position, this agreement
provides a solid foundation for a reorganized Solutia that is
positioned for success."

"As we have said throughout this process, our goal has been to
resolve the issues related to Solutia's bankruptcy to best protect
our shareowners' interests," said Terry Crews, Monsanto's chief
financial officer. "This proposal, if approved by the court, would
be a major step toward finality in the Solutia bankruptcy process,
help create a viable Solutia, and allow Monsanto to continue to
focus on our agricultural businesses."

The agreement-in-principle provides for $250 million of new
investment in reorganized Solutia.  This investment will be in the
form of a rights offering to unsecured creditors, who will be
given the opportunity to purchase 22.7% of the common stock in the
reorganized company.  The purchase price for this stock may or may
not coincide with market value or with the reorganization
value of the company as determined by the Bankruptcy Court.
Monsanto will backstop the rights offering (i.e. exercise the
remaining rights if the offering is not fully subscribed).  Of the
proceeds from the rights offering, $200 million will be used post-
emergence to satisfy specific liabilities as described below, and
the remaining $50 million will be used post-emergence at the
discretion of the reorganized company to provide additional
funding for satisfaction of those liabilities.

The liabilities Solutia assumed at the time it was spun off from
Pharmacia Corporation included retiree benefit obligations,
environmental remediation and litigation.  The agreement-in-
principle addresses these liabilities:

   1) Pre-Spin retiree benefit obligations:  $150 million of the
      proceeds from the rights offering will be used to satisfy,
      in part, retiree medical, disability and life insurance
      benefits of those individuals who receive these benefits
      from Solutia but who retired prior to the spinoff.

   2) Environmental remediation:

      * Sites Never Owned or Operated By Solutia.  Monsanto will
        be responsible for paying the remediation costs related to
        these sites.

      * Anniston and Sauget Off-Site Environmental Remediation.
        $50 million of the proceeds from the rights offering would
        be used for off-site remediation in Anniston, Ala. and
        Sauget, Ill.  After the proceeds from this portion of the
        rights offering are exhausted, Monsanto will pay the next
        $50 million in remediation costs at those sites, less
        certain expenses incurred at those sites during Solutia's
        Chapter 11 case.  Solutia would then be responsible for
        the remediation costs at those sites up to a pre-
        determined level, after which Monsanto and Solutia would
        each pay for 50 percent of costs.

   3) Litigation costs and toxic tort claims:  Monsanto will
      contribute up to $107 million, minus certain related
      expenses incurred during Solutia's Chapter 11 case, to be
      used by Solutia to make distributions under its Plan of
      Reorganization to certain holders of unsecured claims,
      including current tort claims.  Such unsecured creditors may
      also receive common stock in the reorganized company under
      Solutia's Plan.  Solutia will remain responsible for and
      will continue to pay the $5 million annual installment and
      the education fund obligations relating to the August 2003
      Anniston PCB settlement.

"Importantly, this agreement-in-principle does not require a
termination of our pension plan, and it ensures that all
environmental obligations related to the historic chemical
business of our former parent will be satisfied," added Mr. Quinn.

"Assuming that Solutia is reorganized in a manner consistent with
the parties' agreement in principle," Mr. Crews said, "Monsanto's
recorded reserves appear adequate at this time."

Under the agreement-in-principle, the reorganized company will be
an independent, publicly traded company.  Solutia's secured debt
and debtor-in-possession financing will be repaid in full from
proceeds from an exit financing package to be arranged by the
company to the extent that claims relating to such are allowed by
the court.

In consideration for its contributions described above, the
resolution of its claim, and the settlement of ongoing and
potential litigation in the case, among other things, Monsanto
will receive common stock in the reorganized company.  If Monsanto
is required to make the full new money investment contemplated by
the rights offering due to its backstop commitment, Monsanto's
equity interest in the reorganized company would be 52.5%.  The
holders of allowed unsecured claims would receive the remaining
47.5% of the common stock in the reorganized company.  The
ultimate equity ownership of both the holders of unsecured claims
and Monsanto will be subject to adjustment based on the amount of
allowed unsecured claims in the case.  It is not contemplated that
the holders of Solutia's existing equity will receive any
distribution.

"Monsanto and the Unsecured Creditors' Committee and their
respective advisors have been very constructive in working with
the company to reach this agreement-in-principle," said Mr. Quinn.
"We will continue to work with both of them and the other
constituents in our case to confirm a plan of reorganization based
on this agreement with the goal of emerging from Chapter 11 later
this year."

Submission of a Disclosure Statement and a Plan of Reorganization
as contemplated by this agreement-in-principle is subject to the
approval of the board of directors of Solutia, the negotiation of
definitive documents, and various other conditions and
contingencies, some of which are not totally in the control of the
company, Monsanto, or the Unsecured Creditors' Committee.  For
example, certain other constituents in the case must agree to
terms, which are conditions to the agreement-in-principle.  In
addition, the purchase price for the stock made available through
the rights offering may or may not coincide with market value or
with the reorganization value of the company as determined by the
Bankruptcy Court.  Confirmation of a Plan of Reorganization
consistent with this agreement-in-principle is subject to various
conditions, including Bankruptcy Court approval.

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


SPANISH BROADCASTING: Moody's Assigns B2 Rating to $100M Term Loan
------------------------------------------------------------------
Moody's Investors Service upgraded today the long term ratings of
Spanish Broadcasting System, Inc. and concluded the review for
possible upgrade initiated on August 31, 2004.  Additionally,
Moody's assigned B1 ratings to Spanish Broadcasting System, Inc.'s
first lien senior secured credit facilities ($25 million first
lien revolving credit facility and $300 million first lien term
loan) and a B2 rating to the $100 million second lien term loan.
The rating outlook is stable.

The upgrade reflects the expectation of meaningful deleveraging
and improvement in operating opportunities going forward, balanced
by a still high debt burden and aggressive acquisition strategy.

Moody's has assigned these ratings:

   i) a B1 rating to the $25 million first lien revolving credit
      facility

  ii) a B1 rating to the $300 million first lien term loan

iii) a B2 rating to the $100 million second lien term loan

Moody's has upgraded these ratings:

   i) the $75 million of Cumulative Exchangeable Redeemable
      Preferred Stock to Caa1 from Caa2

  ii) the senior implied rating to B1 from B2, and

iii) the senior unsecured issuer rating to B2 from B3.

The outlook is stable.

Proceeds from the transaction and cash on hand will be used to
repay the company's $335 million 9 5/8% senior subordinated notes
due 2009 and the existing senior secured credit facilities.
Following the refinancing, Moody's will withdraw its ratings on
these issues.  The transaction results in no incremental leverage.

The upgrade reflects SBS's more conservative capitalization, the
resulting reduction in debt service, and an improved liquidity
position, following the close of pending non-strategic asset
divestitures (4 stations for aggregate gross proceeds of $202
million).  The upgrade also incorporates Moody's view that SBS's
strategic alliance with Viacom is a credit positive, analogous to
an equity infusion in the company (10% equity investment in SBS).
This partnership marks a departure from SBS' previous debt-
financed acquisition strategy, as SBS acquired an additional radio
station in the San Francisco area without the incurrence of any
incremental debt.  The upgrade also recognizes the strength of
media giant, Viacom, as a financially conservative partner and the
potential benefit to SBS through cross-promotional efforts on
Viacom's CBS network and outdoor advertising properties.

The company's ratings continue to benefit from the significant
underlying asset value of its large market radio stations which
provide ample coverage of total debt and preferred, even in the
most reasonable downside scenarios.  Additionally, SBS' ratings
are supported by management's successful track record for
improving operations and cash flow at its acquired stations.  The
fundamentally favorable economic and demographic trends within the
Hispanic market and the increase in advertising targeting
Hispanics continue to provide SBS with growth.

Despite anticipated debt reduction efforts, SBS remains highly
leveraged and SBS' ratings incorporate the likelihood that the
company's aggressive acquisition strategy will persist.  SBS
operates in highly competitive urban markets.  While SBS evidences
a proven track-record, maintaining profitable growth may be
challenging as programming costs and marketing expenditures
increase in response to competition, often from better capitalized
companies (especially in the LA market).  SBS will remain
vulnerable to the concentration of its cash flows and potential
economic fluctuations in its three larger markets - NY, Miami and
LA (at 30%, 25% and 24% of revenues, respectively).

The stable outlook incorporates the likelihood that SBS will
continue to grow revenues and improve profitability of existing
and newly acquired stations.  The ratings may enjoy further
positive ratings momentum, if SBS remains focused on permanent
debt reduction, favoring the use of its free cash flow and
proceeds from pending asset sales to maintain leverage at or below
5 times total debt and preferred-to cash flow going forward.
However, to the extent that the company uses debt to finance
additional acquisitions or strategic diversification (e.g. Spanish
language TV) and this increases leverage above current levels, the
outlook may be revised to negative.

Pro forma for the proposed transaction and asset sales, SBS's
total debt-to-EBITDA is about 7.6 times and total debt +
preferred-to-EBITDA is about 9 times for YE2004.  Moody's expects
leverage and interest coverage to improve meaningfully in the near
term as the company intends to use $120 million of cash proceeds
from pending asset sales to paydown their existing debt,
strengthening SBS' balance sheet and financial flexibility.
Additionally, Moody's expects leverage to further improve over
time, as the acquired stations are integrated improving margins at
these more developed stations.  Moody's believes that SBS's
sizeable pro forma cash balance of approximately $53 million
provides the company with good liquidity.

The B1 ratings on SBS's $325 million in senior secured first lien
credit facilities reflects the senior-most position of this class
of debt and the debt protection measures provided by the credit
agreement.  The facilities are secured by all of the capital stock
and assets of the borrower and its subsidiaries, and also benefit
from subsidiary guarantees (excluding certain Puerto Rico
subsidiaries).  The B2 rating on the $100 million in senior
secured second lien term loan reflects their second-priority claim
to the company's assets.  The Caa1 rating on the existing
preferred stock reflects their junior position to senior secured
debt in the capital structure.

Spanish Broadcasting, based in Miami, Florida, currently owns and
operates 20 radio stations targeting the Hispanic radio audience.


SPIKES ENTERPRISES: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Spikes Enterprises, Inc.
        dba Kentucky Fried Chicken
        dba KFC
        P.O. Box 142729
        Fayetteville, Georgia 30214

Bankruptcy Case No.: 05-17180

Type of Business: The Debtor is a Kentucky Fried Chicken
                  franchisee.

Chapter 11 Petition Date: June 6, 2005

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, Georgia 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Georgia Department of         Sales tax, interest        $53,042
Revenue                       and penalty
Bankruptcy Insolvency Unit
P.O. Box 3889
Atlanta, GA 30334

George Wingo                  Property taxes for         $32,079
Fayette County Tax            Peachtree City location
Commissioner
P.O. Box 70
Fayetteville, GA 30214

George Wingo                  Property taxes for          $5,324
Fayette County Tax            Fayetteville location
Commissioner
P.O. Box 70
Fayetteville, GA 30214

Richard R. Della Croce, Esq.  Account payable               $114
For ADT Security Services
9447 West 144th Place
Suite 100
Orland Park, IL 60462


S.R.P. HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: S.R.P. Hospitality, Inc.
        dba Dallas Plaza Hotel
        8331 Rockford Hall Drive
        Spring, Texas 77379

Bankruptcy Case No.: 05-38927

Type of Business: The Debtor owns and operates a hotel in Dallas,
                  Texas.  See http://www.dallasplazahotel.com/

Chapter 11 Petition Date: June 6, 2005

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Bennett G. Fisher, Esq.
                  Fisher and Associates PC
                  1800 Two Houston Center
                  909 Fannin Street
                  Houston, Texas 77010-0000
                  Tel: (713) 223-8400
                  Fax: (713) 609-7766

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Ramada Franching System, Inc.                   $100,000
One Sylvan Way
Parsippany, NJ 07054

GEXA Energy                                      $68,630
P.O. Box 659410
San Antonio, TX 78265-9410

Ramada Franching System, Inc.                    $60,000
One Sylvan Way
Parsippany, NJ 07054

United Elevator                                  $46,882
2126 113th Street
Grand Prairie, TX 75050

City Of Dallas                                   $20,205
Special Collections Division
P.O. Box 139076
Dallas, TX 75313

Carrier Corporation                              $17,650
2201 Midway #200
Carrolton, TX 75006

United Central Bank                              $15,173
4555 West Walnut Street
Garland, TX 75042

City Of Dallas                                   $13,339
Special Collections Division
P.O. Box 139076
Dallas, TX 75313

Birch Telecom                                    $11,890
P.O. Box 660111
Dallas, TX 75266-0111

City Of Dallas                                   $11,481
Special Collections Division
P.O. Box 139076
Dallas, TX 75313

MC Quary International                           $10,337
13600 Industrial Pak Boulevard
Minneapolis, MN 55441

City Of Dallas                                   $10,003
Special Collections Division
P.O. Box 139076
Dallas, TX 75313

AT&T Long Distance                                $6,471
P.O. Box 78214
Phoenix, AZ 85062-8214

Trane                                             $5,218
P.O. Box 845053
Dallas, TX 75284-5053

Conferon Global Services                          $5,092
2500 Enterprise Parkway East
Twingsburg, OH 44087

City Of Dallas                                    $4,968
Special Collections Division
P.O. Box 139076
Dallas, TX 75313

Ben E. Keith                                      $2,834
P.O. Box 901001
Fort Worth, TX 76101

Guest Supply                                      $2,570
Guest Distribution
P.O. Box 824700
Philadelphia, PA 19182-4700

Multi Sytem Inc.                                  $2,260
CMI Legal Forwording Division
P.O. Box 28851
Philadelphia, PA 19151

Cooper Moore                                      $1,871
10430 Shady Trail #100
Dallas, TX 75220


SURFNET MEDIA: Delays Annual Report Filing to Complete Audit
------------------------------------------------------------
SurfNet Media Group, Inc. (OTCBB: SFNM) filed a Notification of
Late Filing on Form 12b-25 with the Securities and Exchange
Commission relating to its Annual Report on Form 10-KSB for the
fiscal year ended February 28, 2005.  SurfNet states in the report
that its auditor did not begin audit field work until June 1,
2005, two days after the date upon which SurfNet's Annual Report
on Form 10-KSB was due with the Securities and Exchange
Commission.

SurfNet expects that the auditor will complete the audit in a
timely fashion and SurfNet will file its Annual Report with the
SEC prior to June 30, 2005.  When SurfNet files its Annual Report,
the NASD will remove the "e" from SurfNet's symbol.  The presence
of an "e" does not constitute a trading halt or delisting,
although some brokerage firms have policies that prevent trading
until an "e" is removed.

                           About SurfNet

SurfNet Media Group -- http://www.surfnetmedia.com/-- founded in
1999, is an online broadcast media company and the leading
producer and distributor of online, talk radio content, streaming
over 100 programs weekly to targeted audiences on its flagship
VoiceAmerica(TM) Channel, VoiceAmerica(TM) Business Channel and
VoiceAmerica(TM) Health & Wellness Channel.  Additionally, SurfNet
is pioneering a unique, next-generation content distribution model
based on its patented Metaphor(R) iportal, creating innovative
"community centers" that transform any web site into a broadcast
portal for syndication of online content, including on-demand
libraries, webcasts, MP3 downloads, ecommerce, email, community
links, blogs and podcasting.

At Nov. 30, 2004, SurfNet Media's total liabilities exceed its
total assets by $1,350,026.


TESORO PETROLEUM: Moody's Reviews B2 Sr. Sub. Debt Rating
---------------------------------------------------------
Moody's placed Tesoro Petroleum's ratings on review for upgrade,
affecting its Ba3 senior implied rating, Ba2 senior secured note
rating, and B2 senior subordinated note rating.  The review would
be completed in the near future, within the context of Tesoro's:

   * strategic plans;

   * acquisition appetite;

  * degree of expected internal and common equity funding for
     potential acquisitions;

   * still substantial lease-adjusted debt; and

   * the dimensions of any planned shareholder friendly
     initiatives.

The more likely outcome would be a one notch upgrade.

Since Tesoro's last upgrade in July 2004, sector conditions
supported continued strong refining margins.  Resulting cash flow
greatly accelerated Tesoro's capacity to reduce lease-adjusted
leverage incurred during its 2001 and 2002 phase of relatively
major and leveraged acquisition activity.  Generally strong sector
margins beginning in 2003 have enabled Tesoro to reduce balance
sheet debt by $1.1 billion from its 2002 peak.  Tesoro has made it
a priority to conserve cash flow for debt reduction, both as a
necessity and to reduce the leverage risk premium hampering its
equity performance.  Key leverage and liquidity measures have
improved very substantially over the last two years with the pace
accelerating in the latter end of 2004 and in first quarter 2005.

A tempering comment, however, is that Lease Adjusted Leverage and
Lease + Bareboat Charter Adjusted Leverage remain high and that
unfunded pension liabilities approximate $88 million.  In 2004,
the annual term bareboat charter expense was $68 million,
excluding additional considerable spot charter costs.  The $68
million in annual bareboat charter costs represents necessary
financial payments for the use of capital assets (tankers) Tesoro
deems to be vital to sustaining its planned scale and mode of
operations, including moving intermediate feedstocks and finished
products around its Pacific refineries (Alaska, Hawaii,
Washington, and San Francisco).  Additionally, operating lease
expense is expected to approximate $55 million.

Also, we anticipate that capital spending will rise materially.
Having surmounted a key debt reduction goal, Tesoro may now
dedicate substantial capital to upgrade the product yield, unit
cost, and margin profiles of several of its refineries.  Such
projects would, however, strengthen the refining portfolio.  It
may also turn more attention to the desires of its equity
stakeholders.  While only modest dividends have been initiated,
the possibility of equity buybacks may exist during periods of
outlier cash flow.

Nevertheless, Moody's believes Tesoro is committed to suitable
fiscal discipline.  This is all the more so since the company has
already experienced the consequences of previous very highly
leveraged acquisitions in a very capital intensive, volatile
margin sector, and where working capital needs can surge
forcefully during spiking and/or sustained very high prices.

The ratings gain support from:

   * reduced leverage;

   * a currently strong margin environment; and

   * a regionally and operationally diversified refining portfolio
     consisting of six refineries focused on West Coast and Rocky
     Mountain markets.

Its refineries span several regional crack spread environments,
diversify its exposure to weakening regional crude oil supply
trends, and range from high complexity deep conversion capability
(168,000 barrels per day Golden Eagle in California) to low
complexity light sweet refining capability:

   * Washington, 108,000 bpd;
   * Hawaii, 95,000 bpd;
   * Alaska, 72,000 bpd;
   * Mandan, North Dakota, 60,000 bpd; and
   * Salt Lake City, 55,000 bpd).

This portfolio also diversifies exposure to important volatile
crude cost differentials between expensive light sweet crude oil
and cheaper heavy sour crude oils.  Also, while indigenous crude
oil supply for the Salt Lake City and Mandan refineries continues
in secular decline, Tesoro is investing new pipeline
interconnections to access Canadian supply.  Declining California
production impacts Golden Eagle but imported crude oil readily
covers the shortfall with incremental costs passed on to the
market.

The ratings also remain restrained by:

   * still full leverage (especially lease-adjusted leverage)
     relative to inherently volatile margins;

   * inherent operating and margin risk at the regional and
     refinery levels;

   * the high proportion of earnings and cash flow generated by
     one refinery (Golden Eagle);

   * inherently volatile working capital needs; and

   * high natural gas and energy costs (currently abundantly
     offset by high crack spreads).

Also, as U.S. crude oil production continues to fall regionally,
Tesoro could incur higher unit costs as it imports higher
proportions of crude oil.

A few operating characteristics may limit Tesoro's ultimate
upgrade potential.  While Tesoro holds 6 refineries, with
resulting benefits of diversification, its largest and most
complex refinery (Golden Eagle) typically generates 55% of EBITDA.
Tesoro's two largest refineries typically generate 76% of EBITDA.
Golden Eagle has experienced significant unscheduled downtime over
the years.  A sustained multi-year period of minimal unscheduled
downtime at Golden Eagle may assist the ratings.  Tesoro's
refining portfolio also carries comparatively high unit operating
costs.

Additionally, four of Tesoro's refineries are well below 100,000
barrels of daily capacity, have low complexity, have been
historically protected to varying degrees by niche economics, and
face inherent risks of eventual niche erosion.

Moody's also believes that, while the generally low complexity of
Tesoro's refineries may present significant opportunities for
organic reinvestment opportunity to improve premium light product
yield, unit cost savings, or the ability to economically run
cheaper heavier and sour crude oil, such projects could consume
significant cash prior to completion and first cash flow.  In
addition to the inherent high costs of its deep conversion
refinery at Golden Eagle, the small scale of its refineries
outside California also contributes to higher unit costs.
However, Tesoro's substantial operating leverage works in its
favor during strong refining environments.

After the April 2005 repayment of the remaining secured term loan
balance, balance sheet debt now approximates $1.150 billion, down
from $1.612 billion at March 31, 2004 and $1.2 billion at year-end
2004.  Lease and pension adjusted debt appears to now be in the
$1.480 billion range, adjusted for eight times operating leases
plus $88 million of unfunded pension liabilities.  Adding roughly
$65 million of marine charter expense, and capitalizing that at
eight times, yields total pro-forma adjusted debt of $2.2 billion.
These expenses cover refined product tanker bareboat charters for
vessels essential to moving Tesoro's intermediate and finished
product volumes amongst its Pacific Basin refineries and markets.

Pro-forma Balance Sheet Debt/Capital is now roughly 45%.
Adjusting for operating leases and unfunded pension fund costs
yields a partially adjusted Debt/Capital figure of 54%.  Further
adjusting for marine charter costs yields fully adjusted
Debt/Capital of 61%.

Balance Sheet Debt/Complexity Barrel now approximates an
attractive $239/Barrel and Debt/Distillation Capacity Barrels
approximates $1,994/barrel.  Lease and pension fund adjusted
Debt/Complexity Barrels is a full $353/barrel and further adjusted
for marine charters is $469/barrel.  Lease, Pension Fund, and
Charter Adjusted Debt/Distillation capacity remains high at
$3,911/Distillation Capacity Barrel.

Ratings under review for upgrade include:

   i) Ba2 rated senior secured bank facilities due 2007;

  ii) Ba2 rated 8% senior secured notes due 2008;

iii) B2 rated 9.625% senior subordinated notes due 2008 and
      9.625% senior subordinated notes due April 2012; and

  iv) Ba3 senior implied rating.

Tesoro Petroleum Corporation is headquartered in San Antonio,
Texas.


TENAYA INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Tenaya Investments, Inc.
        P.O. Box 165085
        Irving, Texas 75016

Bankruptcy Case No.: 05-43048

Chapter 11 Petition Date: June 6, 2005

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: James L. Schutza, Esq.
                  7920 Beltline Road, Suite 650
                  Dallas, Texas 75254
                  Tel: (972) 774-9400
                  Fax: (972) 231-3983

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any unsecured creditors who are not
insiders.


TEXAS-NEW: PNM Sale Completion Cues S&P to Lift Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Texas-New Mexico Power Co. to 'BBB' from 'BB+' and
removed the rating from CreditWatch with positive implications.

The upgrade follows the closing of PNM Resources Inc.'s
(BBB/Stable/A-2) acquisition of TNP Enterprises Inc., the previous
parent company of Texas-New Mexico Power.

The rating on Texas-New Mexico Power now mirrors the corporate
credit rating on PNM Resources Inc. and its electric and gas
utility subsidiary, Public Service Co. of New Mexico
(BBB/Stable/A-2).  TNP Enterprises' debt has been called and will
be paid down by July 6, 2005.  As a result, the ratings on
TNP Enterprises have been withdrawn.

"The stable outlook reflects the expectation that PNM Resources
will finance the TNP Enterprises acquisition with a sufficient
amount of common equity and mandatory convertible debt to maintain
the current 'BBB' corporate credit rating," said Standard & Poor's
credit analyst Judith Waite.

This view takes into account the fact that proceeds from the
remarketing of convertible debt in 2008 will be used to pay down
$300 million of maturing debt, while the capital structure is
further strengthened by the issuance of $350 million of common
equity.

PNM Resources' solid business position is supported by the
generally stable earnings of the regulated electricity and gas
distribution systems of both utilities as well as by reasonably
good growth in their respective service territories.


TNP ENTERPRISES: To Redeem 10.25% Sr. Sub. Notes on July 6
----------------------------------------------------------
TNP Enterprises, Inc., will redeem all outstanding 10.25% Senior
Subordinated Notes due 2010, Series B, (Senior Notes) on July 6,
2005, at a redemption price equal to 105.125% of the principal
amount of the Senior Notes, plus accrued and unpaid interest.  All
amounts paid in this redemption will be paid in cash.

TNP will also redeem all outstanding 14.5% Senior Redeemable
Preferred Stock, Series C & D, (Preferred Stock) on July 6, 2005,
at a redemption price equal to 110% of the liquidation preference
associated with the Preferred Stock, plus all accumulated and
unpaid dividends, whether or not declared.  All amounts will be
paid in cash.

The redemption of the Senior Notes and Preferred Stock is a result
of the acquisition of TNP by PNM Resources, an energy holding
company based in Albuquerque, N.M.  That acquisition was reported
in July 2004 and was completed on June 6, 2005.  The redemptions
of the Senior Notes and Preferred Stock eliminate the need for the
change of control offers contemplated by the relevant governing
instruments to occur in connection with the acquisition of TNP.

Redemption Notices were sent to all holders of Senior Notes and
Preferred Stock.  These notices set out the redemption procedures
for the holders of record.

Holders of Senior Notes should contact Julie Salovich-Miller at
The Bank of New York at 212-815-2491, and holders of Preferred
Stock should contact George Dalton at The Bank of New York, at
(212) 815-3643 for additional information concerning this
redemption.

                       About the Company

TNP Enterprises is a Fort Worth-based holding company whose
principal subsidiaries are Texas-New Mexico Power Company and
First Choice Power.

                       *     *     *

As reported in the Troubled Company Reporter on May 12, 2005,
Moody's Investors Service upgraded the debt ratings of TNP
Enterprises, Inc. (TNP, senior unsecured to Ba2 from B1) and its
principal operating utility subsidiary, Texas-New Mexico Power
Company (TNMP, senior unsecured Baa3 from Ba2).  The rating
outlook for both TNP and TNMP is stable.

The upgrades reflect the anticipated acquisition of TNP by larger
and more conservatively financed PNM Resources (PNM, Baa3 senior
unsecured / stable outlook), as well as an improving trend in
TNP's financial profile and regulatory situation.

The stable ratings outlook reflects Moody's belief that the
pending acquisition of TNP by PNM is imminent, as the companies
await a final recommendation from the New Mexico examiner and
final approval from the New Mexico Public Service Commission.  As
part of the acquisition financing plan, PNM is expected to retire
TNP's term loan facility shortly after the closing of the
transaction, and call or otherwise redeem TNP's subordinated notes
and preferred stock.  Consequently, we expect the ratings for
these securities to be withdrawn at the time of the redemption.
For the latest twelve months ended March 2005, TNP generated
approximately $130 million EBITDA (excluding carrying charges) and
$90 million funds from operations (FFO), resulting in an
approximately 11% FFO to total debt and 3x FFO interest coverage
ratio, and had approximately $150 million of cash on hand.


UAL CORP: Posts $1.1 Billion Net Loss in First Quarter 2005
-----------------------------------------------------------
UAL Corporation (OTCBB: UALAQ.OB), the holding company whose
primary subsidiary is United Airlines, reported its first-quarter
2005 financial results.

UAL reported a first-quarter operating loss of $250 million due
primarily to continuing high fuel costs.  This compares with
a $211 million operating loss in the first quarter of 2004.  UAL
reported a net loss of $1.1 billion, or a loss per basic share of
$9.23, which includes $768 million in reorganization items.

   Reorganization items include two large non-cash items:

      a) a curtailment charge of $433 million related to the
         Pension Benefit Guaranty Corporation's (PBGC) motion
         to terminate the company's defined benefit pension
         plan for ground employees;

      b) and $294 million in charges related to the rejection
         of aircraft.

Excluding the reorganization items, UAL's net loss for the
first quarter totaled $302 million, or a loss per basic share of
$2.62.

Resolving one of the most significant issues remaining in
the company's restructuring, on Tuesday the Bankruptcy Court
approved an agreement with the PBGC which provides for the
settlement and compromise of various disputes and controversies
with respect to United's defined benefit pension plans.

"In an extremely tough industry environment, we made
progress in executing our business plan," said Glenn Tilton,
United's chairman, CEO and president.  "By maintaining focus on
United's customers, our employees turned in operational
performance near top levels in the company's history.  Our
revenue plan is also tracking well against the reallocation of
capacity to robust international markets, with more improvement
to come.  Progress to reduce costs throughout the system has been
substantial and we are pressing ahead to further reduce costs and
inefficiencies in all areas of the business."

                 Restructuring Progress Continues

Thus far in 2005, United continued to advance its
restructuring activities.  As part of the recent restructuring
efforts, United:

     -- Requested and received Bankruptcy Court approval to
        extend until July 1, 2005 its exclusive right to file a
        Plan of Reorganization for the company, with the support
        of the company's Official Committee of Unsecured
        Creditors;

     -- Reached ratified labor agreements with four of its six
        unions and the company continues to work with the
        remaining unions to reach consensual agreements; and


     -- Received Court approval of a settlement agreement with
        the PBGC regarding the termination of all of United's
        defined benefit pension plans.

Jake Brace, United's executive vice president and chief
financial officer, said, "Termination and replacement of the
pension plans is something we tried very hard to avoid, but it
simply proved unavoidable.  This is a difficult but necessary
step which will move us significantly closer to exiting
bankruptcy as a sustainable, viable enterprise."

                         Revenue Results

Results for the first quarter of 2005 reflect a 2 percent
reduction in system capacity compared with the same period last
year.  During the quarter, passenger unit revenue decreased 1
percent and yield decreased 4 percent, compared to first quarter
last year.  Excluding $60 million of out-of-period revenue
adjustments in the first quarter of 2004, United's system
passenger revenue per available seat mile increased 1.3 percent,
outpacing average industry performance.  On a domestic mainline
capacity decrease of 10 percent and again excluding the domestic
portion of the revenue adjustment, United's domestic passenger
revenue per available seat mile increased 1.0 percent, also
outpacing average industry performance.  System load factor
increased 3 points to 78.2 percent, as traffic increased 2
percent.  United is pleased with the results of its decisions to
move capacity to international markets and to address the issue
of overcapacity on domestic routes.

                        Operating Expenses

Total operating expenses for the quarter were $4.2 billion,
up 1 percent from the year-ago quarter on a 2 percent decrease in
capacity -- largely driven by fuel.  Excluding UAFC and fuel,
mainline operating expenses per available seat mile decreased 4
percent.

Salaries and related costs were down 17 percent, or $216 million,
primarily reflecting recent labor and management cost reductions
and a 5 percent reduction in manpower.  Fuel expense was
$202 million higher than in the first quarter 2004.  Average fuel
price for the quarter was $1.46 per gallon (including taxes), up
36 percent year-over-year.

The company had an effective tax rate of zero for all
periods presented, which makes UAL's pre-tax loss the same as its
net loss.

                              Cash

The company ended the quarter with an unrestricted cash balance of
$1.4 billion, and a restricted cash balance of $885 million, for a
total cash balance of $2.3 billion.  The cash balance increased by
$167 million during the quarter.

"The fact that United is cash-flow positive in the face of record
fuel costs demonstrates that restructuring is delivering results,"
Brace added.

                           Operations

During the first quarter, the annual Airline Quality Rating
(AQR) study conducted by Wichita State University was released.
According to the study, United was one of only four airlines --
and the only major U.S. carrier -- that improved service in 2004.
Among the seven major carriers, United was number one in on-time
arrivals for the twelve months ending March 2005, as reported by
the U.S. Department of Transportation's May, 2005 Air Travel
Consumer Report.

In addition, employee productivity (available seat miles
divided by employee equivalents) was up 4 percent for the quarter
compared to the same period in 2004.

                             Outlook

United expects second-quarter system mainline capacity to be
down about 3 percent year-over-year.  System mainline capacity
for 2005 is expected to be about 3 percent lower than 2004.

The company projects fuel prices for the second quarter,
including taxes and excluding the impact of hedges, to average
$1.66 per gallon.  The company has 20 percent of its expected
fuel consumption for the second quarter hedged at an average of
$1.31 per gallon, including taxes.  Even if fuel prices are in
the mid-fifty U.S. dollar per barrel range, United projects it
would generate positive operating cash flow in the second
quarter.

United has made significant progress toward achieving the
economic structure the company must have to build a competitive,
sustainable business.  United expects to see continued
improvements in the second quarter as the company realizes the
positive effects of additional restructuring savings, a shift in
capacity to international markets, and business improvements
initiatives already underway.

             UAL Corporation and Subsidiary Companies
         Unaudited Statements of Consolidated Operations
                Three Months Ended March 31, 2005
                         (In Millions)

Operating revenues:
   Passenger - United Airlines                           $2,916
   Passenger - Regional Affiliates                          524
   Cargo                                                    172
   Other                                                    303
                                                      ---------
Total operating revenues                                  3,915

   Operating expenses:
   Salaries and related costs                             1,033
   Aircraft fuel                                            805
   Regional affiliates                                      645
   Purchased services                                       361
   Aircraft rent                                            120
   Landing fees and other rent                              233
   Depreciation and amortization                            213
   Aircraft maintenance                                     219
   Commissions                                               77
   Cost of sales                                            143
   Other                                                    316
                                                      ---------
Total operating expenses                                  4,165

Earnings (loss) from operations                            (250)

Other income (expense):
   Interest expense                                        (109)
   Interest capitalized                                      (5)
   Interest income                                            4
   Reorganization items, net                               (768)
   Miscellaneous, net                                        58
                                                      ---------
Total other income (expenses)                              (820)

Loss before income taxes                                 (1,070)
                                                      ---------
Credit for income taxes                                       0
                                                      ---------
Net loss                                                ($1,070)
                                                      =========

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


UAL CORP: PBGC Says Pension Plan Termination Doesn't Violate ERISA
------------------------------------------------------------------
As reported in the Troubled Company Reporter on May 30, 2005, the
Association of Flight Attendants-CWA, AFL-CIO, asked the
United States District Court for the District of Columbia to
issue an injunction against the Pension Benefit Guaranty
Corporation to halt the involuntary termination of the United Air
Lines Flight Attendant Defined Benefit Pension Plan.

The AFA also seeks damages for losses suffered by Plan
participants if the Plan is terminated in violation of ERISA.

Robert S. Clayman, Esq., at Guerrieri, Edmond, Clayman & Bartos,
in Washington, D.C., argues that under the Employee Retirement
Income Security Act, the PBGC must make a cause determination
prior to seeking either court enforcement or voluntary settlement
with the administrator/employer of a pension plan to be
involuntarily terminated.  In this case, the PBGC did not make a
cause determination before entering the PBGC Agreement with the
Debtors.

In addition, Section 4041 of ERISA requires the PBGC to initiate
termination proceedings, not another party.  The PBGC is pursuing
involuntary termination of the AFA Plan, but the Debtors
initiated termination.  Pursuant to Section 4041 of ERISA, the
PBGC cannot terminate the Plan under these circumstances.

Mr. Clayman informs the District Court that the AFA membership
stands to lose a significant portion of their retirement
benefits.  The AFA membership will suffer irreparable injury if
the District Court fails to issue an injunction because flight
attendants will make long-term decisions on matters such as
employment, residence and other important future plans.  These
effects will not be easy to reverse after a judgment on the
merits.

                          PBGC Responds

The Association of Flight Attendants failed to stop the
Bankruptcy Court from approving the Pension Benefit Guaranty
Corporation Agreement.  Now the AFA attempts an end run of the
Chapter 11 proceeding by bringing the suit, says Jeffrey B.
Cohen, Esq., Chief Counsel at the PBGC, in Washington, D.C.  The
AFA is trying to stop the PBGC from performing its statutory
duties.  The AFA's legal theories lack merit and could wreak
havoc on the nation's pension termination insurance program.

Mr. Cohen explains the workings of the pension termination
process.  The Debtors invoked the "reorganization in bankruptcy"
distress test, which requires a debtor to move for bankruptcy
court approval of a distress termination.  The bankruptcy court
must find that unless the pension plan is terminated, the debtor
will be unable to pay its debts under a plan of reorganization,
and will be unable to continue outside of bankruptcy.

Under the Employee Retirement Income Security Act, the PBGC
cannot consummate a distress termination in violation a
collective bargaining agreement.  The debtor must amend or reject
its collective bargaining agreement pursuant to Section 1113 of
the Bankruptcy Code to facilitate the distress termination.
During this time, the distress termination process is suspended.
If a distress termination violates a collective bargaining
agreement, the PBGC will suspend the distress termination
proceeding.  If the distress termination does not violate the
collective bargaining agreement, the PBGC will reactivate the
distress termination proceeding.  The ERISA does not prevent the
PBGC from initiating termination of a pension.

The distress termination proceedings have been suspended; Judge
Wedoff approved a stipulation between the Debtors and the PBGC to
hold the Distress Termination Motion in abeyance.  The
proceedings may be resuscitated if any of the plans do not
terminate.  The PBGC staff has studied the termination of the
Flight Attendant Plan, but has not reached a recommendation on
termination.

Mr. Cohen says that the AFA cannot succeed on merit because this
action seeks too much, too soon.  Contrary to AFA's assertions,
the Agreement does not violate the ERISA.  No distress
termination proceedings are ongoing, at the Debtors' behest or
otherwise.  The hearing on distress terminations has been
postponed indefinitely by the Bankruptcy Court.  Since the AFA is
seeking to enjoin termination proceedings, Mr. Cohen says there
are no proceedings to enjoin.

Mr. Cohen says that "the potential termination of the Flight
Attendant Plan is only a small component of the Agreement."  The
parties can abort the PBGC Agreement if any of the plans are not
terminated during the Chapter 11 process.  The PBGC Agreement
does not mandate the termination of the Flight Attendant Plan,
but only the "initiation" of termination proceedings by PBGC
staff.

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: Machinists Support Attendants on PBGC Stay Ruling
-----------------------------------------------------------
As reported in the Troubled Company Reporter on May 27, 2005, the
Association of Flight Attendants-CWA, AFL-CIO, asked the U.S.
Bankruptcy Court for the Northern District of Illinois to stay the
order approving the pension plan termination agreement between UAL
Corporation and its debtor-affiliates and the Pension Benefit
Guaranty Corporation.

A stay is warranted, as there is a substantial likelihood that
the AFA will succeed on the merits of its appeal, asserts Carmen
R. Parcelli, Esq., at Guerrieri, Edmond, Clayman & Bartos, in
Washington, D.C.

The AFA was in the process of negotiating pension alternatives
with the Debtors when the PBGC Agreement was announced.  This
development essentially ended discussions and closed litigation
where the Debtors were required to demonstrate that AFA pension
plan termination was critical to a successful reorganization.  As
a result, the Agreement deprived the AFA of its legal rights in
litigation to which it was a party.

The Debtors' entry into the PBGC Agreement constituted unilateral
action in violation of Section 1113(f) of the Bankruptcy Code,
Ms. Parcelli asserts.  Without the PBGC Agreement, the Section
1113 process would have run its course.  This subversion stripped
the AFA of protections that Congress put in place when it enacted
Section 1113.

Without a stay, the AFA's members will suffer irreparable injury
as they make life-altering, intractable decisions in anticipation
of sharply reduced pension benefits.  Many will sell their homes,
relocate or pursue other work opportunities.  In contrast, the
Debtors will not suffer any significant harm from the stay.

                      IAM Agrees with AFA

The International Association of Machinists and Aerospace
Workers, AFL-CIO, supports the request of the Association of
Flight Attendants, AFL-CIO, for a stay pending appeal of the
Debtors' agreement with the Pension Benefit Guaranty Corporation.

According to Sharon L. Levine, Esq., at Lowenstein Sandler, in
Roseland, New Jersey, the Bankruptcy Court should impose a stay
because the AFA's appeal is likely to succeed.  The Debtors
violated the AFA's rights by unilaterally entering the PBGC
Agreement without exploring all available alternatives, contrary
to Section 1113(f) of the Bankruptcy Code.  This violation will
exact significant human costs if not addressed.

                          *     *     *

Judge Wedoff denies the AFA's request.

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: Pilots Hold Joint Session on America West Merger
------------------------------------------------------------
Leaders for the pilot groups of America West (NYSE: AWA) and US
Airways (OTC Bulletin Board: UAIRQ), represented by the Air Line
Pilots Association, Int'l (ALPA), held a joint session on June 6,
2005, to discuss issues of mutual concern relating to the proposed
transaction between the two airlines.  The pilot groups received
briefings from ALPA staff and advisers on a range of issues,
including US Airways' bankruptcy, transaction details, and merger
policy.

The pilot groups explored ways to work together toward each
group's mutual benefit and future.  Shared concerns about contract
enforcement and enhancements, job security and protections, and
pilot seniority were voiced.  No discussions took place concerning
seniority integration, since this process is governed by the
provisions of ALPA Merger Policy.

"The importance of the discussion was to look at alternatives to
secure our future," said James "J.R." Baker, Master Executive
Council (MEC) chairman for the America West pilots union.  "Both
pilot groups have made sacrifices in the past to help ensure the
viability of their respective companies and want to ensure that
these sacrifices are recognized by the new management team."

"During this discussion, the members of both MECs learned how we
can turn possible difficulties that may result from a potential
merger process into opportunities.  I am pleased that we have
taken the first steps that will begin the process to align both
pilot groups in order to attain our common goals, while at the
same time respecting our separate concerns," said US Airways MEC
Chairman Captain Bill Pollock.

Following the joint session, each MEC met separately to discuss
how to use the information presented to best represent the
respective pilot groups.

Presently, US Airways has received permission from the Bankruptcy
Court to review alternate plans of reorganization proposals for a
30-day period, which will end on July 1, 2005.  If no proposals
are received by that date, the Merger Agreement and Investment
Agreements will be considered the approved proposal without a
court action, and US Airways intends to propose a plan of
reorganization which implements those agreements.

ALPA is the world's largest pilot union, representing 64,000
pilots at 41 airlines in the U.S. and Canada. Visit the ALPA Web
site at http://www.alpa.org/

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

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

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

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

                        *     *     *

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

"The CreditWatch placement is based on the potential combination
of America West with US Airways Inc. (rated 'D'), the major
operating subsidiary of US Airways Group Inc. (rated 'D'), both
currently operating under Chapter 11 bankruptcy protection," said
Standard & Poor's credit analyst Betsy Snyder.  "The combination
could present significant labor integration and financial
challenges, depending on how any such combination is structured."


US AIRWAYS: May 2005 Revenue Passenger Miles Up 2% From Last Year
-----------------------------------------------------------------
US Airways reported its May 2005 passenger traffic.

Mainline revenue passenger miles for May 2005 increased 2.0
percent on a 1.4 percent increase in available seat miles,
compared to May 2004. The 75.9 percent passenger load factor is a
0.4 percentage point increase compared to May 2004.

Revenue passenger miles for US Airways mainline during the first
five months of 2005 increased 3.7 percent on a 2.2 percent
increase in available seat miles, compared to the same period in
2004. The passenger load factor for January through May 2005 was
74.3 percent, a 1.1 percentage point increase compared to the same
period in 2004.

US Airways Express -- the two wholly owned subsidiaries of US
Airways Group, Inc., Piedmont Airlines, Inc. and PSA, Inc., as
well as the MidAtlantic Airways division of US Airways, Inc. --
reported a 103.4 percent increase in revenue passenger miles for
May 2005, on 92.5 percent more capacity, compared to May 2004. The
passenger load factor was 65.3 percent, a 3.5 percentage point
increase compared to May 2004.

For the first five months of 2005, the US Airways Express entities
reported a 128.0 percent increase in revenue passenger miles on
106.7 percent more capacity, compared to the same period in 2004.
The passenger load factor was 61.6 percent, a 5.8 percentage point
increase compared to the same period in 2004.

US Airways ended the month of May 2005 completing 99.2 percent of
its scheduled departures, compared to 99.3 percent in May 2004.

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

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

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

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

                        *     *     *

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

"The CreditWatch placement is based on the potential combination
of America West with US Airways Inc. (rated 'D'), the major
operating subsidiary of US Airways Group Inc. (rated 'D'), both
currently operating under Chapter 11 bankruptcy protection," said
Standard & Poor's credit analyst Betsy Snyder.  "The combination
could present significant labor integration and financial
challenges, depending on how any such combination is structured."


VALENTINE PAPER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Valentine Paper, Inc.
        139 Joe Brown Road
        Lockport, Louisiana 70374

Bankruptcy Case No.: 05-14659

Type of Business: The Debtor produces technical and specialty
                  papers.  See http://www.valentinepaper.com/

Chapter 11 Petition Date: June 6, 2005

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: David F. Waguespack, Esq.
                  Lemle & Kelleher, L.L.P.
                  601 Poydras Street, 21st Floor
                  New Orleans, Louisiana 70130-6097
                  Tel: (504) 585-6388
                  Fax: (504) 584-9142

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Universal Paper Corp.         Trade                     $919,671
P.O. Box 2788
Ormond Beach, FL 32175

CBC Coating, Inc.             Trade                     $430,895
1577 Solutions Center
Chicago, IL 60677-1005

Alabama River Pulp Co., Inc.  Trade                     $303,667
Department 3076
P.O. Box 2153
Birmingham, AL 35287-3076

Celanese Emulsions            Trade                     $285,639
P.O. Box 533075
Atlanta, GA 30353-3075

CenterPoint Energy Gas        Trade                     $211,339
Resource

Koch Cellulose Am. Mark,      Trade                     $175,543
LLC

Unitex Chemical Corp.         Trade                     $148,875

Cell Mark Pulp                Trade                     $140,516

Nicolaus Paper Pension        Trade                     $137,570

Entergy                                                 $132,000

Ekman & Co., Inc.             Trade                      $96,179

C.H. Robinson Worldwide,      Trade                      $87,303
Inc.

Tembec Industries, Inc.       Trade                      $85,920

Precision Roll Grinders,      Trade                      $74,804
Inc.

Nalco Company                 Trade                      $66,524

Kalamazoo Paper Chemicals     Trade                      $65,520

Weavex Corp.                  Trade                      $61,446

Hercules Inc.                 Trade                      $56,805

M.A. Norden                   Trade                      $53,109

Alabama River Pulp Co., Inc.  Trade                      $53,004


VERITAS FINANCIAL: Taps Stewart Occhipinti as Litigation Counsel
----------------------------------------------------------------
Veritas Financial Corporation asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to retain Stewart
Occhipinti, LLP, as its special litigation counsel.

The Debtor wants Stewart Occhipinti to sue its former counsel for
professional malfeasance and provide other commercial litigation
services.  The Debtor believes that the firm is well qualified to
represent it in these proceedings since the Firm is already
familiar with the litigation after having handled the matter in
State Court.

Charles Stewart III, Esq., a member of Stewart Occhipinti,
discloses that his Firm's professionals bill:

        Designation            Hourly Rates
        -----------            ------------
        Partners                   $325
        Senior Associates          $200
        Junior Associates          $135
        Paralegals                  $90

To the best of the Debtor's knowledge, Stewart Occhipinti is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in New York City, New York, Veritas Financial
Corporation is in the financial services business, and its
principal activity is the ownership of a 63% shareholder interest
in East Coast Venture Capital, Inc., a Specialized Small Business
Investment Company, whose largest dealings involve financing New
York City's 'black' radio cars and small businesses.  The Company
filed for chapter 11 protection on Feb. 10, 2005 (Bankr. S.D.N.Y.
Case No. 05-10774).  When the Debtor filed for protection from its
creditors, it listed total assets of $30,731,500 and total debts
of $5,757,900.


WELLS FARGO: Fitch Affirms Low-B Ratings on 4 Class-B Certificates
------------------------------------------------------------------
Fitch has taken rating actions on these Wells Fargo Asset
Securities Corporation issues:

   Series 2002-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA';
     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   Series 2003-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The affirmations reflect credit enhancement levels consistent with
future loss expectations and affect $177,695,003 of outstanding
certificates.

As of the May distribution, enhancement levels for all classes
from series 2002-1 are more than four times their original
enhancement levels.  In addition, 85% of the collateral has paid
down.  While there are three loans in foreclosure and five loans
real estate owned, Fitch believes that the projected losses from
these delinquent loans (calculated using broker price opinion
values and FC and REO costs) do not pose a credit risk to the
bonds at this time.  The underlying collateral consists of
conventional, 15-year and 30 year fixed-rate mortgage loans
secured by one-to four-family residential properties.

There have been modest increases in the CE levels for all classes
from series 2003-1.  As of the May distribution, over 35% of the
collateral has paid down, and there are less than $15,000 in
losses.  There are five loans in FC and six loans in REO but, once
again, Fitch believes that the potential losses from these
delinquent loans do not present a credit risk to the bonds.  The
collateral consists of fully amortizing, one- to four-family,
first-lien, 15-year and 30-year fixed-rate mortgage loans.

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


WESTPOINT STEVENS: Gets Court Nod to Settle Nan Ya Litigation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved WestPoint Stevens, Inc. and its debtor-affiliates'
Settlement Agreement with the Nan Ya Defendants.

As previously reported, WestPoint Stevens, Inc. and its debtor-
affiliates commenced an action in the United States District Court
for the Middle District of Alabama against:

    -- Nan Ya Plastics Corporation, America,
    -- Nan Ya Plastics Corporation,
    -- Robert Bradley Dutton,
    -- Wellman, Inc.,
    -- Arteva Specialties, S.A.R.L.,
    -- Arteva Services S.A.R.L.,
    -- Troy F. Stanley, Sr.,
    -- DAK Fibers LLC, and
    -- E.I. DuPont de Nemours and Company.

The Action was amended in March 2004 to include certain other
defendants.  The Debtors alleged in its complaint that the
defendants engaged in a conspiracy to fix, raise, maintain or
stabilize the price of polyester staple fiber beginning 1999 and
continuing until 2001.  In January 2004, the Action was
transferred to the United States District Court for the Western
District of North Carolina, where it was consolidated with the
actions of over 30 other parties setting forth similar causes of
action.

In the interests of reaching a compromise, the Debtors, certain of
the other plaintiffs, and the Nan Ya Defendants entered into good
faith, arm's-length negotiations to settle the claims arising in
the Action and the other actions asserted against the Nan Ya
Defendants.  The negotiations culminated in a settlement agreement
among the parties.

The Settlement Agreement provides that the Debtors and the Other
Settling Plaintiffs will receive a lump sum settlement payment
from the Nan Ya Defendants in a joint settlement fund.  In
exchange, the Debtors and the Other Settling Plaintiffs agreed to
release their claims against the Nan Ya Defendants.

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)


WINN-DIXIE: Wants Exclusive Plan Filing Period Extended to Oct. 19
------------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides for an initial
period of 120 days after the Petition Date during which a debtor
has the exclusive right to propose a plan of reorganization.  In
addition, Section 1121(c)(3) of the Bankruptcy Code provides that
if a debtor proposes a plan within the Exclusive Proposal Period,
it has 180 days after the Petition Date to solicit acceptances of
that plan.

The Exclusive Periods are intended to afford the Debtors a full
and fair opportunity to rehabilitate their businesses and to
negotiate and propose one or more reorganization plans without
the disruption and deterioration of their businesses that might
be caused by the filing of competing plans of reorganization by
non-debtor parties.

However, Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells Judge Funk that although Winn-Dixie
Stores, Inc., and its debtor-affiliates have made significant
progress towards rehabilitation since the filing of the chapter 11
petition, the Debtors want to extend their Exclusive Periods
to afford them additional time to develop, negotiate and propose
one or more reorganization plans.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to extend their Exclusive Period to:

   -- file a plan of reorganization to October 19, 2005; and

   -- solicit acceptances of that plan to December 20, 2005.

The Debtors' Chapter 11 cases are large and complex, Ms. Jackson
says.  The Debtors' financial structure consists of:

   (a) an $800 million debtor-in-possession secured financing
       facility;

   (b) other prepetition secured obligations;

   (c) publicly-traded senior unsecured notes, with a remaining
       principal amount of approximately $300 million, due 2008;

   (d) trade, litigation and other general unsecured liabilities;
       and

   (e) publicly-held equity securities at the parent level.

There are thousands of creditors and other parties-in-interest in
the Debtors' Chapter 11 cases.  In fact, proof of claim bar date
notices have been sent to over 290,000 parties-in-interest.

Ms. Jackson relates that the size and complexity of the Debtors'
cases is further highlighted by their corporate structure and
workforce.  Winn-Dixie Stores, Inc., is the ultimate parent of a
group of companies that includes the 24 Debtors.  The Debtors,
utilizing the services of 78,000 employees, conduct business
through their corporate headquarters in Jacksonville, Florida.
The Debtors' grocery stores and other facilities are located in
nine States including Florida, Alabama, Georgia, North Carolina,
Louisiana, Mississippi, South Carolina, Tennessee and Virginia.
The Debtors also have affiliates in the Bahamas.

"A premature termination of the Exclusive Periods would deny the
Debtors a meaningful opportunity to negotiate and propose a
confirmable plan, and would be antithetical to the paramount
reorganization objective of Chapter 11," Ms. Jackson asserts.  "A
termination of the Debtors' Exclusive Periods at this time would
encourage the development of competing multiple plans that could
lead to unwarranted confrontations, litigation and increased
administrative costs."

Ms. Jackson assures the Court that the requested extension will
not prejudice the legitimate interests of any creditor or other
party-in interest.  To the contrary, the proposed extension will
advance the Debtors' efforts to preserve value and avoid
unnecessary and wasteful motion practice.

Given the current posture of these cases and certain unresolved
issues, Ms. Jackson points out that it would be premature and
counter-productive for any non-Debtor party-in-interest to
initiate the plan proposal process.  "Instead, the requested
extension will increase the likelihood of a consensual resolution
of these cases that preserves reorganization value much more than
any plan that the Debtors might file at this time simply to
preserve their exclusive rights -- or any creditor initiated plan
process that lacks necessary foundation and support," Ms. Jackson
maintains.

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


WINN-DIXIE: Proposes Uniform Asset Sale Bidding Procedures
----------------------------------------------------------
Before filing for chapter 11 protection, Winn-Dixie Stores, Inc.,
and their debtor-affiliates together with their financial
advisors began a comprehensive analysis of their businesses to
determine how best to maximize their value and to compete in
today's marketplace.  In connection with the market analysis, the
Debtors announced a series of actions designed to improve their
competitive position, which the Debtors refer to as their
"Strategic Plan".

In furtherance of the Strategic Plan, the Debtors and their
advisors have continued to identify and market assets -- like
corporate airplanes -- that should be sold as part of their
restructuring efforts.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Middle District of Florida to establish a general bidding
procedure for the sale of:

   (a) any leases or executory contracts; and

   (b) any other assets with a value greater than $150,000.

The Debtors designed a Bidding Procedures with the assistance of
their advisors, based on industry standards, and are intended to
generate interest and obtain the highest value for the sale of
assets.  The Bidding Procedures describe, among other matters,
the manner in which bidders and bids become "qualified" and the
required bid documents and deadlines.

The Debtors will identify the assets to be sold and solicit
letters of interest for the assets.  The Debtors will distribute
bid packages to bidders with acceptable offers and provide
confidential information on assets to be sold pursuant to
confidentiality agreements.

In their sole discretion, the Debtors will select the bidder that
made the best and highest offer for specific assets and file a
motion for authority to consummate the sale.  The Debtors will
hold an auction if one or more competing offers are timely
received.

A full-text copy of the Bidding Procedures is available for free
at:

  http://bankrupt.com/misc/winn-dixie-bidding-procedures.pdf

                         Bid Protections

The Debtors also ask the Court for authority to offer prospective
purchasers a termination fee, overbid protection, or release
protection.  The Debtors believe that the Court's advance
approval of the Bid Protections will significantly contribute to
a robust auction process by inducing bidders to submit preemptive
bids.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the terms of the Bid Protections are
sensitive commercial information.  If the Debtors are required to
disclose the Bid Protections, the Debtors' negotiating leverage
with prospective stalking horse bidders will be diminished.

Accordingly, the Debtors ask the Court to file the Bid
Protections under seal.

By filing the Bid Protections under seal, prospective bidders
will not know the amount and type of protection the Debtors are
authorized to offer, enhancing the Debtors' bargaining powers.

"The Debtors do not need to disclose the Bid Protections in
advance of bidding for the protection of the public, the Debtors'
respective creditors, or third parties.  The Debtors will
disclose any Bid Protections provided to a bidder in the Sale
Motion for that purchaser's sale, which will be filed and served
on all interested parties," Mr. Baker says.

In the interim, the Debtors will provide an unredacted version of
the Bid Protections to:

    (i) members of, counsel to, and financial advisors of the
        Official Committee of Unsecured Creditors;

   (ii) the DIP Lender and its legal and financial advisors;

  (iii) the office of United States Trustee; and

   (iv) other parties as may be ordered by the Court or agreed
        to by the Debtors under appropriate confidentiality
        agreements.

The Debtors should not be required to provide the Bid Protections
to any entity that is or may be a bidder or to a person or entity
related or associated with that bidder, Mr. Baker adds.

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


WINN-DIXIE: Wants to Reject Four Contracts Effective June 16
------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject four executory contracts effective as of June 16, 2005.

The Contracts consist of:

   -- a sponsorship agreement and a suite license agreement for
      the Jacksonville Veterans Memorial Arena,

   -- a sponsorship agreement for Florida State University, and

   -- a customer survey agreement.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells Judge Funk that the cost to the
Debtors of continuing to perform for the remaining term of the
Contracts is estimated at over $1 million.  By rejecting the
Contracts, Ms. Jackson points out that the Debtors will avoid
unnecessary expense and burdensome obligations that provide no
tangible benefit to their estates or creditors.  The Contracts
are no longer necessary to the Debtors' businesses.

To the extent that the parties to the Contracts assert rejection
damages, the Debtors ask the Court to set the deadline for filing
a proof of claim for that rejection on the later of:

   (a) 30 days after the date of entry of the order approving the
       rejection; or

   (b) the August 1, 2005 bar date established by the Court for
        filing proofs for claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


* Chadbourne & Parke Expands Insurance Team with Five New Partners
------------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP is
strengthening its insurance and reinsurance practice with the
appointment of five partners from Denton Wilde Sapte.  The
partners will be joined by four associates and one paralegal from
Denton Wilde Sapte and are being supported by a further
recruitment drive.  The team will join Chadbourne & Parke's
multinational partnership (MNP) in London on June 13.

The five partners joining Chadbourne & Parke are Adrian Mecz,
Christopher Cardona, Michelle George, John Barlow and Mark Pring.

The move follows the recent announcement that New York-based John
Sarchio has returned to the Firm from White & Case as partner and
co-chair of the global insurance and reinsurance group.

"This team is the perfect choice to lead the expansion of our
insurance and reinsurance practice in the London market," said
Claude Serfilippi, managing partner of Chadbourne's London office.
"Their extensive experience in handling high-value and high-
profile disputes often across multiple jurisdictions makes them a
great addition to the firm, bringing new depth to our insurance
and reinsurance expertise and our ability to serve our clients'
needs."

The team joins Chadbourne's long established reinsurance and
insurance practice.  The group offers clients an experienced
interdisciplinary legal team able to address virtually any legal
issue affecting the reinsurance and insurance industry.  The group
counsels and represents insurers, reinsurers, intermediaries,
financial institutions and governmental entities on matters
arising in all aspects of property-casualty, life and health, and
financial risk reinsurance and insurance business.

David Raim, co-chair of Chadbourne's global insurance and
reinsurance group in Washington, D.C. adds:  "The addition of this
team fits extremely well with our strategic plan.  They are all
talented lawyers who have worked with a diverse clientele within
the insurance and reinsurance industry and their addition to
Chadbourne will strengthen our presence in London as well as
globally."

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, white collar
defense, intellectual property, antitrust, domestic and
international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London.

                   About Chadbourne & Parke
                  A Multinational Partnership

In London, the Firm conducts its practice through Chadbourne &
Parke, a multinational partnership employing both English-
qualified solicitors and U.S. lawyers who work closely with other
Chadbourne offices to provide seamless service to international
clients.  The London partnership offers a range of legal services
under both English and U.S. law and, in particular, focuses on
project finance, privatization, energy, capital markets, banking,
insurance and reinsurance, securitizations, structured finance,
corporate finance, litigation and products liability.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Impact of the New Bankruptcy Code on Corporate
      Restructurings
         CityPlace Center Dallas, TX
            Contact: http://www.turnaround.com/

June 9-10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Mid-Atlantic Regional Symposium
         Atlantic City, NJ
            Contact: 908-575-7333 or http://www.turnaround.com/

June 9-11, 2005
   ALI-ABA
      Chapter 11 Business Reorganizations
         Charleston, South Carolina
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         The Bankers Club of Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.com/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Asset Based Deals: How to Get Turnarounds Financed
          Treasury Ballroom Portland, OR
            Contact: http://www.turnaround.com/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

June 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

June 16-19, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Troubled Loan Workout Program
         IDS Center, Minneapolis, MN
            Contact: 703-912-3309 or http://www.turnaround.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Sixth Annual Astros Baseball Outing
         Minute Maid Park, Houston, TX
            Contact: 713-839-0808 or http://www.turnaround.org/

June 21, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Detroit Eighth Annual Golf Outing
         Twin Lakes Golf & Swim Club, Oakland, MI
            Contact: 248-593-4810 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Wine Tasting
         Wine House Annex, Los Angeles, CA
            Contact: 310-458-2081 or http://www.turnaround.org/

June 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Fifth Annual Charity Golf Outing
         Harborside International Golf Center, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

June 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION AND COMMERCIAL LAW
   ASSOCIATION
      Insolvency and Turnaround Management Seminar
          NSW State Library Sydney, Australia
            Contact: http://www.turnaround.org/

June 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Pacific Northwest Golf Tournament
         Washington National Golf Club, Auburn, WA
            Contact: acgseattle@acg.org or
                     http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 24, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         RattleSnake Point Golf Club, Toronto
            Contact: http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      "Hands On" Turnarounds
         The Centre Club, Tampa, FL
            Contact: 703-912-3309 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      SummerFest 2005
         Milwaukee, WI
            Contact: 815-469-2935 or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, NY
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, NY
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, NY
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, AZ
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, AZ
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***