TCR_Public/050610.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, June 10, 2005, Vol. 9, No. 136

                          Headlines

698 FLUSHING: Case Summary & 2 Largest Unsecured Creditors
1500 BROADWAY: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMM: DOJ, SEC & Rigas Settlement Approval Draws Fire
ADELPHIA COMM: Panel Asks Court to Reconsider Rigas Settlement
ADVANCED MEDICAL: S&P Lifts Senior Secured Loan Rating to BB

ALL COUNTY: Voluntary Chapter 11 Case Summary
ALOHA AIRLINES: Names Jeff Kessler Interim Chief Financial Officer
AMRESCO COMMERCIAL: Fitch Affirms Low-B Ratings on 3 Classes
ARMSTRONG WORLD: Updates District Court on Pending Adversary Cases
ATA AIRLINES: Chicago Express Gets Nod to Reject Three Agreements

BANC OF AMERICA: S&P Assigns Low-B Ratings on Six Cert. Classes
CATHOLIC CHURCH: Portland Judge Seals Two Victims' Depositions
CELLSTAR CORP: Nasdaq to Halt Common Stock Trading Today
CHESAPEAKE ENERGY: S&P Rates $600 Mil. Senior Unsec. Notes at BB-
CHIQUITA BRANDS: Moody's Rates New $225M Sr. Unsec. Notes at B3

COMBUSTION ENG'G: Claimants' Rep Wants to Amend CIBC Agreement
COMDIAL CORP: Wants to Hire Richards Layton as Bankruptcy Counsel
COMDIAL CORP: U.S. Trustee Appoints 3-Member Creditors Committee
CO-OPERATORS: Good Performance Prompts S&P to Upgrade Ratings
CRAIG SIMMONS: Case Summary & 9 Largest Unsecured Creditors

CROWN CASTLE: Completes $1.9 Billion Sr. Secured Debt Offering
DIGITAL LIGHTWAVE: Shares Trade on OTCBB Under DIGL.OB Symbol
DIRECTV HOLDINGS: S&P Rates Proposed $1 Bil. Senior Notes at BB-
ENDURANCE SPECIALTY: S&P Rates Preferred Stock at BB+
ETOYS: Goldman Sachs Wins Dismissal of Three IPO-Related Claims

FEDERAL-MOGUL: Wants Until October 1 to Remove State Court Actions
GABLES RESIDENTIAL: Sells Assets to ING Clarion for $2.8-Bil Cash
GE BUSINESS: S&P Rates $17 Million Class D Certificates at BB
HARRY COLLINS: Voluntary Chapter 11 Case Summary
HEALTHSOUTH CORP: Inks Pact Resolving SEC Dispute for $100 Million

ICEFLOE TECH: Shareholders Approve Revised Stock Option Plan
IKON OFFICE: Moody's Changes Ratings Outlook to Negative
INTERSTATE BAKERIES: Closing Two San Francisco, CA Bakeries
KAISER ALUMINUM: Committee Supports Intercompany Claim Settlements
LB COMMERCIAL: Fitch Pares $9.1 Million Certs. 2 Notches to B-

METCO PROPERTIES: Voluntary Chapter 11 Case Summary
MIRANT CORP: Law Debenture Objects to Plan Solicitation Protocol
MIRANT CORP: Brazos Plans to Transfer $4.3M Claim to Deutsche Bank
MIRANT CORP: Equity Committee Wants to Expand Examiner's Powers
ML CBO: Trust Liquidation Cues Moody's to Withdraw Note Ratings

NATIONAL ENERGY: ET Debtors Want Court to Estimate Employee Claims
NBTY INC: Inks Pact to Acquire Solgar Vitamin for $115 Million
OCA INC: Inks Pact to Settle Subsidiary Lawsuits
OCA INC: Lenders Extend Report Filing Deadline Until June 30
OWENS CORNING: Court Appoints Mediator for MiraVista Dispute

PASADENA GATEWAY: Trusts Want Chapter 11 Case Dismissed
POLYMER RESEARCH: Ch. 7 Trustee Taps Rosenzweig & Klein as Counsel
POLYMER RESEARCH: Ch. 7 Trustee Taps Eisner LLP as Accountants
PRINTPACK HOLDINGS: S&P Withdraws BB Rating On Company's Request
PROVIDENT PACIFIC: Case Summary & 15 Largest Unsecured Creditors

QWEST COMMS: Increases Sr. Debt Securities Offering to $1.75 Bil.
RAHWAY HOSPITAL: Moody's Affirms Ba2 Rating on $22.6 Million Bonds
RESIDENTIAL ACCREDIT: High Losses Spur Fitch to Junk Ratings
RESORT AT SUMMERLIN: Combined Confirmation Hearing Set for June 16
REXAIR LLC: S&P Rates $144 Million Senior Secured Loan at B

SALOMON BROTHERS: Good Credit Support Cues Fitch to Raise Ratings
SECURITY CAPITAL: Taps UBS Securities to Run Formal Sale Process
SERVICE CORPORATION: Moody's Rates Proposed $300M Sr. Notes at Ba3
SERVICE CORP: S&P Rates Proposed $300 Mil. Sr. Unsec. Notes at BB
SPECIALTY CRUSHING: Case Summary & 20 Largest Unsecured Creditors

SYRATECH CORP: Names Gregory Hunt as CFO & Exits Chapter 11
TECO AFFILIATES: Amended Joint Reorganization Plan Takes Effect
TECO ENERGY: Completes $100 Million Floating Rate Note Sale
TECO ENERGY: Completes Transfer Of Power Station Ownership
TESORO PETROLEUM: Moody's Reviews B2 Sr. Subord. Note Rating

TOM'S FOODS: Creditors Must File Proofs of Claim by August 1
TORCH OFFSHORE: Wants to Reject Tim Charter Party Agreement
TROPICAL SPORTSWEAR: Panel Wants Shareholder Litigation Stayed
TWO CITIZENS: S&P Puts Low-B Trust Sec. Ratings on Watch Negative
UNI BORING: Voluntary Chapter 11 Case Summary

UNITED PRODUCERS: Hires Development Specialists as Mgt. Consultant
UNITED PRODUCERS: Taps Allen, Kuehnle & Stovall as Special Counsel
UNITED PRODUCERS: Hires Garden City as Claims and Balloting Agent
URS CORP: Moody's Rates Proposed $650M Sr. Credit Facility at Ba2
W.R. GRACE: Wants Plan Filing Period Stretched to November 23

WEST CLIFF: Voluntary Chapter 11 Case Summary
WESTERN FOREST: Defers 50% of Interest Payment on Secured Bonds
WINN-DIXIE: Can Sell Some Prescriptions & Inventory to CVS
WINN-DIXIE: Court Okays Rejection of Agreements & Equipment Leases
WINN-DIXIE: UST Withdraws Objection to Hiring XRoads Solutions

WHX CORP: Files Second Amended Disclosure Statement
WORLDCOM INC: National Patent Prepares for Trial in November

* Canadian Government Introduces Insolvency Reform Package
* Edwin Komen Joins Sheppard Mullin as IP Partner
* Huron Consulting Adds 10 Experts to Firm
* RSM Richter Merges with Calgary-Based Moody Shikaze

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles

                          *********

698 FLUSHING: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 698 Flushing Realty Corporation
        93 Broadway
        Brooklyn, New York 11211

Bankruptcy Case No.: 05-19195

Chapter 11 Petition Date: June 8, 2005

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  Wayne Greenwald, P.C.
                  99 Park Avenue, Suite 800
                  New York, New York 10016
                  Tel: (212) 983-1922
                  Fax: (212) 973-9494

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Torianne Thompson                             $6,000,000
c/o Renee Simon Lesser
420 Lexington Avenue, Suite 3456
New York, NY 10170

Belinda Gomez                                   $300,000
1313 Halsey Street
Brooklyn, NY


1500 BROADWAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1500 Broadway Chili Company, Inc.
        dba Manhattan Chili Company
        1500 Broadway
        New York, New York 10017

Bankruptcy Case No.: 05-14158

Type of Business: The Debtor operates a restaurant in New York.
                  The restaurant offers Southwestern cuisine.
                  Specialties include chili (11 varieties) and
                  fajitas, with many vegetarian options.
                  See http://www.manhattanchilico.com/

Chapter 11 Petition Date: June 8, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Ronald Scott Kaniuk, Esq.
                  Taplin & Associates
                  340 Fifth Avenue, Suite 2418
                  New York, New York 10118
                  Tel: (212) 967-0895
                  Fax: 212-202-5217

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Small Business                Business Loan             $440,000
Administration
Business Loan Express
645 Madison Avenue
New York, NY 199222

Abramson Law Group            Legal Fees                $330,000
12 East 41st Street
8th Floor
New York, NY 10017

ZAPCO 1500 Investment, L.P.   Rent Overcharges          $315,000
1500 Broadway
New York, NY 10018

Small Business                9/11 EIDL Loans           $212,500
Administration
200 West Santa Ana Boulevard,
Suite 700
Santa Ana, CA 92701

Small Business                9/11 EIDL Loans           $212,500
Administration
200 West Santa Ana Boulevard,
Suite 700
Sanata Ana, CA 92701

Chase Small Business          Revolving Line of         $110,574
Financial Service             credit
G.P.O. Box 26489
New York, NY 10087-6489

Anchin Block & Anchin LLP     Accounting Fees            $56,000
1375 Broadway
New York, NY 10018

Rewards Network Services      iDine Dining Credit        $49,000
2 North Riverside Plaza,      Agreement
Suite 950
Chicago, IL 60606

H. Schrier & Company, Inc.    Dry Goods Purveyor         $23,800
4901 Glenwood Road
Brooklyn, NY 10474

Master Purveyors Inc.         Meat Supplier              $20,400
Hunts Point Coop Market,
Building B-14
Bronx New York 10474

York International Agency     Current Insurance          $16,800
1 Executive Boulevard         Policy w/Pay Plan
Yonkers, NY 10701

Lawrence Rader                Legal Fees                 $16,000
225 Broadway, Suite 400
New York, NY 10007

C & S Wholesale Produce       Produce Purveyor           $16,000
3411 Country Club Road
Bronx, NY 10465

Standard Refrigeration        HVAC Supplier               $9,800
45-02 37th Avenue
Long Island City, NY 11101

I. Halper Paper & Supplies    Paper Supplier              $8,100
P.O. Box 445
Orange, NJ 07050

Harry Wils & Company          Dairy Purveyor              $4,800
P.O. Box 2549
Secacus, NJ 07096

Riviera Produce                                           $4,500
205 Jackson Street
Englewood, NJ 07631

Con Edison                    Electric Bill               $3,800
JAF Station
P.O. Box 1702
New York, NY 10016-1702

Best Mexican Foods            Specialty Products          $2,600
307 North Street              Purveyor
Middletown, NY 10940

Cintas Corporation            Linen Purveyor              $2,600
500 South Research Place
Central Islip, NY 11722


ADELPHIA COMM: DOJ, SEC & Rigas Settlement Approval Draws Fire
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Adelphia Communications Corporation and its
debtor-affiliates asks the U.S. District Court for the Southern
District of New York to review the Bankruptcy Court's approval of
the settlement agreements among the Debtors, the Department of
Justice, the Securities and Exchange Commission and the Rigases.

The settlements resolve fraud lawsuits filed by the Securities and
Exchange Commission against Adelphia Communications Corporation,
et al.

A full-text copy of the Bankruptcy Court's Amended Order is
available for free at:

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

As reported in the Troubled Company Reporter on June 1, 2005,
Judge P. Kevin Castel of the District Court approved the
settlement.  Judges Leonard B. Sand and Robert
Gerber also approved the Settlement.  Judge Sand oversees the
criminal case against certain of the Rigases while Judge Gerber
oversees the ACOM Debtors' Chapter 11 cases.

                          Issues on Appeal

The Creditors Committee asks the District Court to review two
issues:

    1. Whether the Bankruptcy Court erred in finding that three
       separate but related agreements by and among the Debtors
       and the Securities and Exchange Commission, the Debtors and
       the U.S. Department of Justice, and the Debtors and
       the Rigas Family were reasonable and in the best interests
       of the ACOM Debtors' estates; and

    2. Whether the Bankruptcy Court erred in approving Settlement
       Agreements that improperly give discretion to the
       government to administer a restitution fund in a manner
       that permits distributions to statutorily subordinated
       victims in violation of the absolute priority rule set
       forth in the Bankruptcy Code.

              More Parties Appeal Judge Gerber's Order

These parties also filed notices of appeal from the Bankruptcy
Court's decision approving the three settlement agreements:

    1. W. R. Huff Asset Management Co. LLC,

    2. Ad Hoc Committee of Senior Shareholders of ACOM Preferred
       Stock,

    3. Ad Hoc Adelphia Trade Claims Committee,

    4. U.S. Bank National Association, as Indenture Trustee for
       the Arahova Notes, and

    5. The consolidated class action plaintiffs in In re Adelphia
       Communications Corp. Securities & Deriv. Litig.

                   Equity Committee Cross-Appeals

Pursuant to Section 158(a)(1) of the Judiciary Procedures Code
and Rules 8001(a) and 8002(a) of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Equity Security Holders of
the ACOM Debtors cross-appeals from Judge Gerber's approval of
the three Related Settlement Agreements.

             Appellate Court Denies Mandamus Petitions

Two groups of creditors filed petitions for writs of mandamus
with the U.S. Court of Appeals for the Second Circuit:

    (1) W.R. Huff Asset Management Co., LLC, Appaloosa Management,
        L.P., and Franklin Mutual Advisers LLC; and

    (2) Argent Classic Convertible Arbitrage Fund L.P., Argent
        Classic Convertible Arbitrage Fund (Bermuda) Ltd., Argent
        Lowlev Convertible Arbitrage Fund Ltd., and the commonly-
        managed funds UBS O'Connor LLC f/b/o UBS Global Equity
        Arbitrage Master Ltd. and UBS O'Connor LLC f/b/o UBS
        Global Convertible Portfolio and Eminence Capital LLC, on
        behalf of themselves and others similarly situated.

The Petitioners ask the Appellate Court to vacate an order of the
United States District Court for the Southern District of New
York approving a forfeiture settlement among the United States
and John J. Rigas, Timothy J. Rigas, and other members of the
Rigas family that establishes a $715 million fund to compensate
victims of a fraud perpetrated in part by John J. Rigas and
Timothy J. Rigas.

The petitions were brought under the Crime Victims' Rights Act of
2004, 18 U.S.C. Section 3771.

In an opinion dated June 6, 2005, Circuit Judges Sonia Sotomayor
and Peter W. Hall note that the Huff Petitioners argue that
mandamus relief is warranted because the Settlement Agreement
violates the CVRA in that it subjects them to "a Hobson's choice
of either foregoing compensation from the approximately $715
million in Victim Fund proceeds or accepting a distribution
(under an as-yet unknown plan of allocation) under unreasonable
constraints that unnecessarily jeopardize the viability of their
civil claims against other participants in the Adelphia fraud."
According to the Huff Petitioners, the settlement violates the
victims' rights under the CVRA to be treated fairly and to be
provided with full and timely restitution.

Argent Classic, et al. -- the Class Action Petitioners -- also
assert that they were denied their right to restitution, arguing
that:

    -- "[t]he Government sought an order designating this matter
       as a case involving multiple crime victims in order to
       avoid the victims' right to full and timely restitution";
       and

    -- "[t]he District Court ignored the Government's failure to
       satisfy its obligations under the [CVRA] and under the
       [Attorney General] Guidelines [for Victim and Witness
       Assistance]."

With respect to the notification provision of the CVRA, the Class
Action Petitioners contend that the Government failed to make its
"best efforts" to identify and personally notify all the crime
victims, as required by Section 3771(c).

The Appellate Court holds that the District Court did not abuse
its discretion in approving the Settlement.  Accordingly, the
Second Circuit denied the petitions for mandamus.

A full-text copy of the 16-page Opinion is available for free at:

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

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


ADELPHIA COMM: Panel Asks Court to Reconsider Rigas Settlement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Adelphia
Communications Corporation's Chapter 11 cases asks Judge Gerber
to reconsider his order approving the ACOM Debtors' three related
settlement agreements with the Department of Justice, the
Securities and Exchange Commission and the Rigas Family.

According to David M. Friedman, Esq., at Kasowitz, Benson, Torres
& Friedman, in New York, the Bankruptcy Court premised its
approval of the Settlements on, among others, two significant
factors:

    1. The Government's intention to assert forfeiture claims
       against the Rigas Managed Entities and the reasonable
       probability that the Government would prevail over the
       Debtors and other parties on those claims; and

    2. In light of the Government's conviction of Arthur
       Andersen LLP and the resulting catastrophic consequences,
       there was a "very real" risk that the Government would
       indict the Debtors and visit a similar harm upon them.

However, since the approval the Settlements, new evidence has
been discovered that not only undermines those two rationales,
but also undermines the entire basis for the settlement, Mr.
Friedman tells the Court.

On June 3, 2005, the Government conceded to the Second Circuit
Court of Appeals that it would not be able to obtain title to the
Managed Entities through forfeiture because the Debtors and their
prepetition lenders have superior claims.  The Government's
admission, Mr. Friedman says, "directly contradicts" what it told
the Debtors about its intention to obtain a forfeiture of the
Managed Entities, and its belief in the strength of its legal
position in that regard.  "Moreover, it contradicts what the
Debtors and the Government told [the Bankruptcy] Court about the
Government's ability to defeat the competing claims to the
[Managed Entities]."

The Creditors Committee believe that if the truth had been known
about the Government's own view of its litigation position, the
Debtors never would have agreed to the settlement and Judge
Gerber would not have approved it.

Mr. Friedman relates that on May 31, 2005, the U.S. Supreme Court
reversed the conviction of Arthur Andersen in the litigation
Arthur Andersen LLP v. United States, holding that criminal
liability should only be imposed on those involved in and
conscious of the wrongdoing.  "Clearly that is not the case
here," Mr. Friedman states.  "Indeed, a significant part of the
Government's case against the Rigases was the extent to which
those individuals misled and defrauded the Debtors."

According to Mr. Friedman, the Arthur Andersen Decision
demonstrates that the Government's threat of indictment is
entirely meritless.  As previously reported, one of the Debtors'
principal bases for entering into the settlement is the removal
of the purported threat of an indictment.

Had the Andersen decision been issued a couple of weeks earlier,
Mr. Friedman says, the Government never would have been able to
use the threat of an indictment to obtain an extortionate
settlement and that the Debtors never would have acceded to that
threat.

In light of the new developments, the Bankruptcy Court's approval
should be reconsidered and vacated, Mr. Friedman maintains.

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


ADVANCED MEDICAL: S&P Lifts Senior Secured Loan Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Advanced
Medical Optics Inc.'s senior secured bank loan to 'BB' from 'BB-';
the recovery rating on the loan was revised to '1' from '2'.
These ratings were removed from CreditWatch, where they were
placed with positive implications Feb. 11, 2005.

Other ratings on the company, including the 'BB-' corporate credit
rating, were affirmed.  The outlook is stable.

"The upgrade reflects the high expectation for full recovery of
bank loan principal in the event of a payment default as a result
of the VISX Inc. acquisition, which was consummated on May 27,
2005," explained Standard & Poor's credit analyst Cheryl Richer.
"In order to facilitate the financing of the merger, AMO and
certain of its subsidiaries, as guarantors of the loan, entered
into an amendment to the second amended and restated credit
agreement.  Although the amendment increased AMO's bank facilities
by $200 million, the increase in debt is more than offset by the
additional security that was obtained for lenders as a result of
the acquisition; VISX has no encumbered assets.  VISX's geographic
asset mix is also favorable (it has a greater proportion of
domestic assets than does AMO) in that debt is secured by a lien
on domestic assets, but only 66% of the stock of foreign
subsidiaries."

The ratings on Santa Ana, California-based AMO reflect the risks
associated with the ophthalmic company's aggressive efforts to
build on its well-established position as a midsize player in the
industry.  Since its mid-2002 spin-off from Allergan Inc., AMO has
focused on bolstering its relatively narrow business profile
against changing eye-care technologies and competitive market
factors.  It has done so by launching new and evolved products and
honing its operating efficiency.  The company has increased its
sales of and market share in foldable intraocular lenses (IOLs),
IOL delivery systems, and phacoemulsification systems.  The
company's contact lens solutions business, particularly its
COMPLETE line, continues to generate relatively predictable
revenues.


ALL COUNTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: All County Electrical Company
        1510 Falls Avenue
        Waterloo, Iowa 50701

Bankruptcy Case No.: 05-02707

Type of Business: The Debtor installs and repairs residential,
                  commercial and industrial electrical, telephone,
                  data, fire and burglar alarm systems.  See
                  http://www.all-county-electrical.com/

Chapter 11 Petition Date: June 8, 2005

Court: Northern District of Iowa (Waterloo)

Debtor's Counsel: John M. Titler, Esq.
                  320 Eighth Avenue Southeast
                  P.O. Box 1168
                  Cedar Rapids, Iowa 52406-1168
                  Tel: (319) 363-5563

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ALOHA AIRLINES: Names Jeff Kessler Interim Chief Financial Officer
------------------------------------------------------------------
Aloha Airlines named Jeffrey Kessler as interim Senior Vice
President Finance, Chief Financial Officer and Treasurer.  Mr.
Kessler is a partner with Tatum CFO Partners, LLP, in its Atlanta
restructuring practice.  He has more than 21 years of financial
operations experience focused primarily on helping companies in
bankruptcy situations.

"We are fortunate to have Jeff join our finance team," said David
A. Banmiller Aloha's President and Chief Executive Officer.  "With
his specialized expertise in restructuring, Jeff will be a
tremendous asset in helping Aloha move ahead with its
reorganization plan."

Tatum Partners is a nationally recognized firm that provides
financial and information technology services to companies
undertaking significant change.

Prior to joining Tatum, Mr. Kessler was Managing Director for
Partners for Corporate Renewal, Inc., a successful turnaround
firm.  As Acting Chief Financial Officer of Associated Grocers,
Inc., a $1 billion food distribution cooperative in Seattle, Mr.
Kessler was credited with restructuring over $250 million in debt
obligations held by 20 independent creditors and negotiating over
$93 million in new financing to effectuate the restructuring.  He
also was Senior Vice President of Finance and Corporate
Development and Treasurer for Burnham Services Corporation and
Senior Manager in the Philadelphia office of Coopers & Lybrand's
Business Reorganization Services group.

Mr. Kessler is a Certified Turnaround Professional and a Certified
Public Accountant.  He holds an MBA in Finance and a BBA in
Accounting (magna cum laude) from Temple University and is a
member of the AICPA, the Turnaround Management Association.

In his new role at Aloha, Mr. Kessler will report to directly to
Mr. Banmiller.  He will be responsible for Aloha's day-to-day
financial functions and liaison with lenders, banking
institutions, lessors, and the investor community.  Mr. Kessler
will serve in this position on an interim basis while the company
conducts a search for a new CFO.

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.


AMRESCO COMMERCIAL: Fitch Affirms Low-B Ratings on 3 Classes
------------------------------------------------------------
AMRESCO Commercial Mortgage Funding I Corp.'s, mortgage pass-
through certificates, series 1997-C1, are upgraded by Fitch
Ratings:

     -- $31.2 million class G to 'BBB' from 'BBB-'.

The following classes are affirmed by Fitch:

     -- $33 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $24 million class B 'AAA';
     -- $12 million class C 'AAA';
     -- $21.6 million class D 'AAA';
     -- $26.4 million class E 'AAA';
     -- $9.6 million class F 'AAA';
     -- $4.8 million class H 'BB+';
     -- $7.2 million class J 'B';
     -- $2.4 million class K 'B-'.

Fitch does not rate the $11 million class L certificates.

The upgrade is primarily the result of increased subordination
levels due to loan payoffs and amortization.  As of the May 2005
distribution date, the pool's aggregate principal balance has been
reduced by 62% to $183.2 million from $480.1 million at issuance.

Realized losses to date total $1 million or 0.21% of the original
principal balance.

Eight assets (24%) are in special servicing.  Four of the
specially serviced loans (12%) are cross-collateralized and
secured by multifamily properties in Tulsa, Oklahoma. The loans,
previously delinquent, have been brought current and were modified
and are expected to be returned to the master servicer shortly.

A foreclosure is in process for two of the loans (8%), secured by
multifamily properties in Pasadena, TX. Additionally, two other
assets became real estate owned in May (4%).  Losses are expected
on these four delinquent loans.


ARMSTRONG WORLD: Updates District Court on Pending Adversary Cases
------------------------------------------------------------------
Armstrong World Industries, Inc. filed with the District Court a
supplemental response to Judge Robreno's request for status
reports.

Rebecca L. Booth. Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that the United States Court of
Appeals for the Third Circuit previously approved AWI's request to
expedite its Third Circuit Appeal and referred to the merits panel
the Official Committee of Unsecured Creditors' request to dismiss
the Appeal due to lack of jurisdiction.  Ms. Booth informs Judge
Robreno that AWI has recently delivered to the Court of Appeals a
brief supporting its Third Circuit Appeal.

Ms. Booth says that AWI, the Creditors Committee, the Official
Committee of Asbestos Claimants, and Dean M. Trafelet, the Legal
Representative for Future Asbestos Personal Injury Claimants, are
continuing to explore alternatives for AWI's emergence from
Chapter 11.  Moreover, AWI will continue to pursue its Third
Circuit Appeal while it considers all of its options through
further discussions with other parties.

The parties intend to update the District Court on the progress of
their discussions on June 20, 2005, and schedule a status
conference during that week.

                Updates on Pending Adversary Proceedings

AWI updates Judge Robreno on the progress of certain adversary
proceedings and contested matters that were discussed at the
status conference held by the District Court on April 25, 2005:

   A. Century Indemnity Company vs. AWI, Appeal No. 03-1087

      AWI and a group of its insurers, including Century
      Indemnity Company, participated in a telephonic conference
      with the District Court regarding Century Indemnity's
      request to approve a Settlement Agreement and Stay of
      Appeal.

      The parties have subsequently agreed to withdraw, without
      prejudice, Century Indemnity's request for approval of the
      Century Settlement and to seek only to stay the appeal.

      The ACE USA Insurers will file an agreed form of order
      resolving the Century Motion in accordance with that
      agreement.

   B. Carlino/Wagman Appeal

      AWI and Carlino Arcadia Associates L.P., as successor to
      Carlino Development Group, Inc., and Wagman Construction,
      Inc., have entered into an agreement in principle
      resolving:

      * the Carlino Claimants' appeal from the Bankruptcy Court
        ruling that they are not entitled to recover lost
        profits following AWI's rejection of certain executory
        contracts; and

      * AWI's request to dismiss the appeal for lack of subject
        matter jurisdiction on the grounds that the appeal is of
        an interlocutory order, both of which are currently
        pending before the District Court.

      The parties expect to submit a stipulation and order to the
      Bankruptcy Court in time for a stipulation to be considered
      and approved by the Bankruptcy Court on or before the
      omnibus hearing currently scheduled for June 27, 2005.

   C. Maertin Appeal

      In April 2005, the District Court requested that AWI file
      a motion to support its contentions that the appeal of
      International Insurance Co., et al., from the Bankruptcy
      Court's order, dated May 3, 2005, approving the Stay
      Pending Appeal Stipulation among AWI and former professors
      and employees of Burlington County College, should be
      dismissed as moot.

      On May 12, 2005, AWI asked the District Court to dismiss
      the Maertin Appeal as moot.  To date, no response has been
      filed yet by the Maertin Appellants.

                      Payment of Special Advisors

Ms. Booth also informs Judge Robreno that the fourth fee
application of William Drier, Esq., and John Keefe, Esq., was
recently approved in the "In re Owens Corning" matter.  The
counsel for the special advisors has advised AWI that they will be
submitting a fee application in AWI's case shortly.  AWI will
disclose its position regarding the payment of the special
advisors' fees once it has an opportunity to review the fee
application, Ms. Booth says.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company and
its debtor-affiliates filed for chapter 11 protection on
December 6, 2000 (Bankr. Del. Case No. 00-04469).  Stephen
Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell C.
Silberglied, Esq., at Richards, Layton & Finger, P.A., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in liabilities.
As of March 31, 2005, the Debtors' balance sheet reflected a
$1.42 billion stockholders' deficit. (Armstrong Bankruptcy
News, Issue No. 77; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ATA AIRLINES: Chicago Express Gets Nod to Reject Three Agreements
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave Chicago Express Airlines, Inc., for authority to reject three
Agreements.

As previously reported in the Troubled Company Reporter on May 19,
2005, Chicago Express Airlines, Inc., and Pan Am International
Flight Academy are parties to an Exclusive Training Services
Agreement dated May 1, 2003.  Under the Agreement, Chicago Express
is entitled to use Pan Am exclusively for outside pilot training.

Chicago Express and the Bank of Blue Valley are parties to a
Plain Language Equipment Lease, pursuant to which Chicago Express
leases de-icing equipment from the Bank.

Chicago Express and Aeronautical Radio, Inc., are parties to a
GLOBALink/VHF Aeronautical Data Communications Service Agreement
and an Aeronautical Mobile Ground Station Administration
Agreement.  ARINC provides Chicago Express with various radio
communications services.

Chicago Express ceased flight operations on March 28, 2005, and as
a result, Chicago Express has no use for the goods, services and
equipment provided by the 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)


BANC OF AMERICA: S&P Assigns Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Inc.'s $1.641
billion commercial mortgage pass-through certificates series
2005-2.

The preliminary ratings are based on information as of June 8,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
4, A-AB, A-5, A-M, A-J, XP, B, C, and D are currently being
offered publicly.  The remaining classes will be offered
privately.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage (DSC)
of 1.61x, a beginning LTV of 99.4%, and an ending LTV of 93.3%.

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

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/

                     Preliminary Ratings Assigned
        Banc of America Commercial Mortgage Inc. Series 2005-2

               Class       Rating        Preliminary amount
               -----       ------        ------------------
               A-1         AAA                  $23,600,000
               A-2         AAA                 $137,100,000
               A-3         AAA                 $236,800,000
               A-4         AAA                 $206,700,000
               A-AB        AAA                  $66,510,000
               A-5         AAA                 $478,931,000
               A-M         AAA                 $164,234,000
               A-J         AAA                 $108,805,000
               XP          AAA                          TBD
               B           AA                   $43,111,000
               C           AA-                  $16,423,000
               D           A                    $28,741,000
               E           A-                   $16,423,000
               F           BBB+                 $20,530,000
               G           BBB                  $18,477,000
               H           BBB-                 $18,476,000
               J           BB+                   $8,212,000
               K           BB                    $6,159,000
               L           BB-                   $6,159,000
               M           B+                    $4,106,000
               N           B                     $2,053,000
               O           B-                   $10,265,000
               P           N.R.                 $20,529,323
               XC*         AAA               $1,642,344,323

            * Interest-only class with a notional dollar amount.
            TBD -- To be determined.
            N.R. -- Not rated.


CATHOLIC CHURCH: Portland Judge Seals Two Victims' Depositions
--------------------------------------------------------------
F.B. and K.L. are plaintiffs in an action pending before the
Oregon Circuit Court for Multnomah County, captioned as Case No.
0409-09193, F.B., et al. v. Franciscan Friars, et al.

The Plaintiffs seek damages for sexual abuse against, among
others, the Archdiocese of Portland in Oregon, the State of
Oregon, and the Franciscan Friars of Oregon and California.

F.B. is presently serving time in prison.

In a stipulation approved by the U.S. Bankruptcy Court for the
District of Oregon, the parties agree that the order authorizing
the deposition of F.B. and K.L. will be sealed.

Only these entities may view or obtain copies without prior
written approval:

   (a) Tort Claimants F.B. and K.L. and their counsel;

   (b) The Archdiocese of Portland's representative or its
       counsel or special counsel;

   (c) Counsel for the defendants in the Multnomah County Case;

   (d) Counsel for the Tort Claimants Committee;

   (e) the Future Claimants Representative; and

   (f) the U.S. Trustee or its agents.

The Deposition Orders will be sealed indefinitely or until the
stipulated order is modified or vacated by a court of competent
jurisdiction.

Nothing will be construed as a prohibition against challenges in
state court to the Plaintiffs' rights to proceed using pseudonyms.

F.B. and K.L. are represented by Erin K. Olson, Esq., in the
Archdiocese's bankruptcy cases.

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)


CELLSTAR CORP: Nasdaq to Halt Common Stock Trading Today
--------------------------------------------------------
CellStar Corporation (Nasdaq: CLSTE) received notification from
the Nasdaq Listing Qualifications Panel that its request for an
extension to file its Form 10-K for fiscal 2004 and Form 10-Q for
the first quarter of 2005 has been denied.  Accordingly, the
Company's common stock will be delisted from The Nasdaq Stock
Market effective with the open of business on Friday, June 10,
2005.

The Company has been unable to file its Form 10-K for fiscal 2004
and Form 10-Q for the first quarter of 2005 as a result of
accounting issues related to certain accounts receivable and
revenues in its Asia Pacific Region.  As a result, the Company
received a Nasdaq Staff Determination notice for each of the
periods indicating that the Company had violated The Nasdaq Stock
Market's continued listing requirement set forth in Marketplace
Rule 4310(c)(14).  The Company had requested that The Nasdaq Stock
Market stay its delisting proceedings and grant the Company until
May 31, 2005, to file its Form 10-K and as soon as possible
thereafter, its Form 10-Q.  On May 26, 2005, the Company announced
that it would be unable to file its Form 10-K for fiscal 2004 by
May 31, 2005.  The Audit Committee of the Company's Board of
Directors needs more time to complete its independent review of
certain accounts receivable and revenue issues in the Asia Pacific
Region.

The Company has the option to request that the Nasdaq Listing and
Review Council review this decision.  However, such request will
not operate as a stay of the Panel's decision.  The Company has
not determined at this time whether to request further Nasdaq
review.

As a result of the delisting, the Company's common stock may be
quoted in the Pink Sheets, which provide electronic quotation
information.  However, the Company can give no assurance the
common stock will be so quoted.

                            Waiver

On June 1, 2005, the Company said it obtained a waiver from its
lenders under its domestic revolving credit facility to extend the
date to file its Form 10-K for fiscal 2004 and its Quarterly
Report on Form 10-Q for the first quarter of 2005 to July 15,
2005.  Pursuant to the waiver, the Company's lenders also agreed
to waive certain financial covenants for the quarters ended
November 30, 2004 and February 28, 2005, and for the quarters
ended prior to November 30, 2004, with which the Company would not
have been in compliance due to the contemplated restatements of
its financial statements.

                   Investment Banking Advisor

The Company has also retained the services of Raymond James &
Associates, Inc., to act as its investment banking advisor to
assist the Company with the evaluation of its financial and
strategic alternatives.

                       About the Company

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


CHESAPEAKE ENERGY: S&P Rates $600 Mil. Senior Unsec. Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Chesapeake Energy Corp.  At the same time,
Standard & Poor's assigned its 'BB-' rating to Chesapeake's
$600 million senior unsecured notes due 2018.  The outlook is
positive.

Oklahoma City, Oklahoma-based Chesapeake will have about $3.7
billion of debt on a pro forma basis after this transaction.

"Proceeds from the notes will be used to finance the announced
tender for Chesapeake's senior unsecured notes due 2011 and 2012,
roughly $454 million outstanding," said Standard & Poor's credit
analyst Paul B. Harvey.  "Any remaining proceeds will be used for
general corporate purposes and to repay borrowings from its credit
facility," he continued.

The positive outlook on Chesapeake is supported in large part by
the company's hedging program that has locked in high natural gas
prices, which should provide solid cash flow generation in the
near term.  Management must consistently demonstrate both the
ability and willingness to apply excess cash flow to meaningfully
reduce debt.  Standard & Poor's further expects the company to
continue to fund its acquisition program in a balanced manner.
The outlook could be revised to stable in the event of a large
debt-financed acquisition.


CHIQUITA BRANDS: Moody's Rates New $225M Sr. Unsec. Notes at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating for Chiquita Brands
LLC's proposed new senior secured credit facilities. Moody's also
assigned a B3 rating for the planned $225 million senior unsecured
notes of Chiquita Brands International, Inc. and affirmed the B3
rating on CBII's existing senior unsecured notes.

Moody's also affirmed Chiquita's B2 senior implied rating.  Also
today Moody's withdrew ratings on credit facilities and notes
rated on March 31, 2005, but were never issued -- having been
replaced with the facilities and notes being initially rated
today.  The ratings withdrawn include the B1 ratings on credit
facilities for Chiquita Brands LLC as well as the B3 ratings for a
senior unsecured note which was to have been issued by CBII.
The outlook on all ratings remains stable.

The affirmation of Chiquita's senior implied rating and assignment
of other ratings follows modest changes to the structure and terms
of the financings for Chiquita's planned acquisition of the Fresh
Express unit of Performance Foods Group.  It also follows the
disclosure that Chiquita and several other fruit companies are
party to an investigation by the European Commission with regard
to possible violations of European competition law.

The rated credit instruments, together with $50 million in debt
secured by ships, will be used acquire Fresh Express for $855
million in cash (approximately 9.4x Fresh Express' adjusted 2004
EBITDA).  These ratings assume that the final terms of the
transaction are as outlined in this press release, and that the
company is successful in issuing the $225 million in senior
unsecured notes at CBII prior to closure of the Fresh Express
acquisition.

The ratings recognize that the addition of Fresh Express provides
important diversification to Chiquita's business.  Ratings also
take into account the:

   * significant cost of the acquisition;

   * its largely debt funding;

   * the consequent increase in financial leverage;

   * the challenges in integrating the new business, which will
     increase Chiquita's sales by a third; and

   * the continuing sensitivity of Chiquita's earnings and cash
     flow to the regulatory regime for banana imports in Europe,
     which will be modified by 2006.

The specific regulatory changes in Europe are not yet agreed, and
the extent of potential negative impact on Chiquita's
profitability is uncertain but could be significant.

The ratings also takes into account uncertainty surrounding the
ultimate impact on Chiquita and the European fresh fruit industry
of the EC's investigation of companies within the European fresh
fruit sector.  Chiquita has disclosed that its management recently
became aware that certain of its employees had shared pricing and
volume information over many years with competitors in Europe, and
may have engaged in other conduct, in violation of European
competition laws.  These risks are partially mitigated by the fact
that, due to Chiquita's voluntary notification and cooperation
with the investigation, the EC has granted Chiquita immunity from
any fines related to the conduct, conditioned on the company's
continued cooperation, among other things

Moody's ratings actions were:

Ratings Assigned

  Chiquita Brands LLC:

    1) $100 million senior secured revolving credit, maturing 2010
       at B1

    2) $125 million senior secured term loan B, maturing 2012
       at B1

    3) $375 million senior secured term loan C, maturing 2012
       at B1

  Chiquita Brands International Inc.:

    1) $225 million senior unsecured notes, due 2015 at B3

Ratings Affirmed:

  Chiquita Brands International Inc.:

    1) $250 million 7.5% senior unsecured notes, due 2014 at B3,

    2) Unsecured issuer rating at B3,

    3) Senior implied rating at B2

Ratings Withdrawn

  Chiquita Brands LLC:

    1) $200 million senior secured revolving credit, maturing 2010
      at B1

    2) $150 million senior secured term loan A, maturing 2010
       at B1

    3) $350 million senior secured term loan B, maturing 2012
       at B1

  Chiquita Brands International Inc.:

    1) $150 million senior unsecured notes, due 2015 at B3

Ratings outlook -- stable.

Moody's does not rate Chiquita Brands LLC's existing $150 million
secured credit facility, or the secured shipping loans ($50
million pro forma after the Fresh Express acquisition).

Fresh Express, which is an industry leader in value-added and
other fresh-cut produce in US retail and foodservice channels,
will add significant business diversification to Chiquita in
higher margin products in a growing food category.  The
acquisition will add about $1 billion of revenues and $91 million
of adjusted EBITDA to Chiquita's $3 billion 2004 revenue base and
$172 million of adjusted 2004 EBITDA.

Bananas will drop to 42% of Chiquita's sales from 56%, though
earnings exposure to European banana markets will remain material.
While an important strategic business move for Chiquita,
integration of the acquisition could pose challenges because it is
a large addition to Chiquita in a new type of produce.  Also,
while Fresh Express' sales growth has been good, category growth
is slowing, and margins have been declining.  In addition, the
acquisition cost is significant and financing is largely debt,
increasing Chiquita's overall debt and leverage at a time when it
still faces uncertainty about the outcome of new European banana
import regulations.

Chiquita's ratings are restrained by the sensitivity of its
earnings to factors such as commodity input cost volatility (on
fuel, shipping and packaging costs, as well as fruit and vegetable
supplies, which can be impacted by weather, disease and pests).
The company's earnings also are exposed to foreign exchange rates,
particularly the Euro.  In addition, the business can be affected
by changing international trade regulations, and the company's
overseas farm operations can be subject to political risks, labor
issues, and litigation.  Pro forma debt and lease adjusted
enterprise leverage is high considering:

   * the company's low operating margins;

   * modest returns on assets;

   * the large intangible component to its pro forma balance
     sheet;

   * the uncertainty about the changes in European banana import
     regulations; and

   * the Fresh Express integration risks.

The ratings gain support from the business/geographic
diversification and scale gained with the Fresh Express
acquisition, a business with higher margins than Chiquita, growing
sales, and relatively steady earnings generation.  Chiquita's
earnings concentration on European bananas will reduce materially,
though still be significant.  The ratings also consider the well
established market positions of both Chiquita and Fresh Express.

Demand trends for both businesses' products are steady, with some
underlying growth, and Chiquita has strong brand name awareness by
consumers.  The ratings also recognize Chiquita's risk management
initiatives, which have included hedging a large part of its Euro
exposure through 2006 to protect the profitability of its European
operations from negative euro exchange rate movements.  In
addition, the ratings consider the liquidity provided by the
revolving credit, which provides adequate seasonal availability
and covenant levels that provide ample cushion.

The stable ratings outlook accommodates potential for negative
impact from the scheduled changes in European regulations in 2006.
Ratings could be upgraded once the changes are agreed if the
impact on Chiquita is moderate and free cash flow after capital
spending and dividends is expected to be sustainably above about
8% of enterprise debt.  The ratings also could gain support if
earnings growth enables Chiquita to reduce debt levels materially
while the market transitions in Europe.  Ratings could be
pressured by a combination of significant profit impairment
resulting from the new regulations in Europe and pressures on
earnings from uncontrollable cost increases and/or unfavorable
banana supply/demand dynamics, and/or major integration
difficulties with Fresh Express.

Pro forma for the acquisition, Chiquita will have a $4 billion
revenue base, $1.1 billion of debt, and $263 million of adjusted
PF EBITDA based on 2004 financials. The company also will have
significant operating leases.  PF lease adjusted debt/EBITDA will
be about 5x. Pro forma free cash flow after capital spending and
dividends represents about 6% of debt.  The balance sheet will
have a significant goodwill and intangible component.  PF EBITDA
margins are about 6%, and EBITDA less capital spending provides
2.5x coverage of interest expense and 2.0x coverage of interest
and dividends.

Moody's recognizes that Chiquita's first quarter 2005 earnings
were very strong, and if sustainable, would improve credit
metrics.  Regardless, uncertainty regarding the sustainability of
this improvement leads us to be conservative in using these
numbers.  The company's EBITDA, however, could drop materially in
2006, when European banana import tariffs become effective, if
tariff levels are set in the upper half of the range currently
under discussion (Euro 75/MT to Euro 230/MT), materially weakening
credit measurements.

Moody's notes that the structure and terms of the financing being
used to fund the Fresh Express acquisition have changed modestly
since Moody's rated the initial structure on March 31, 2005.
Changes include the extension of the planned expiration and an
extended amortization schedule of some of the senior secured term
debt at Chiquita Brands, as well as an increase in the size of
senior unsecured notes to be issued by CBII to $225 million from
$150 million.  Finally, CBII will now not issue $75 million in
preferred stock as it had originally planned, which increases the
cash debt service of the financing.  In Moody's view, the overall
impact of these changes to the financing structure are modest and
do not change the ratings or notching appropriate for these
facilities.

The senior secured credit facilities are notched up from the
senior implied rating to reflect their effective and structural
priority to $475 million of unsecured notes.  Tangible asset
coverage is not robust and coverage of principal would rely on
realizing value in trademarks, but enterprise value at a low
multiple of EBITDA would provide adequate coverage of principal.
The Revolver and Term Loan B are guaranteed by the holding company
and material US and Latin American subsidiaries; they are secured
by the Chiquita trademark and a pledge of 100% of the stock of
material US subsidiaries and 65% of the stock of material European
subsidiaries.  The Term Loan C is guaranteed by the holding
company, and Fresh Express and each of Fresh Express'
subsidiaries; Term Loan C will have security in the assets and
stock of Fresh Express and its subsidiaries, including the Fresh
Express trademark, but not new working capital or other new assets
of Fresh Express going forward.

The ratings on the unsecured notes are notched down to reflect
their unsecured and structurally subordinated position in the
company's capital structure.  The notes are at the holding
company, with no upstream guarantees.  The planned new note issue
will have some increased indenture flexibility compared with the
existing notes.  Asset coverage of the notes at par would require
realization of a significant amount of intangible value on
Chiquita's pro forma balance sheet.

Chiquita Brands International has headquarters in Cincinnati,
Ohio.  The company is a global producer and marketer of fresh
fruit, with a revenue base of $3 billion.  Fresh Express is a
marketer of fresh-cut produce, with a revenue base of $1 billion.


COMBUSTION ENG'G: Claimants' Rep Wants to Amend CIBC Agreement
--------------------------------------------------------------
David T. Austern, the Official Representative for Future Asbestos
Personal Injury Claimants, in Combustion Engineering, Inc.'s
chapter 11 proceedings, asks the U.S. Bankruptcy Court for the
District of Delaware, for permission to modify the terms of his
employment of CIBC World Markets Corp., as his financial advisor.

Under the Second Amended Retention Letter, CIBC World will
continue to:

    (a) analyze the financial position, cash flow requirements,
        operations, competitive environment and assets of ABB and
        its affiliates;

    (b) evaluate the financial effect of the implementation of any
        plan of reorganization upon the operations, assets and
        securities of ABB and its affiliates including, but not
        limited to, the liquidity and creditworthiness of ABB, its
        bank and public bond debt and the common stock of ABB;

    (c) assist and advise Mr. Austern in connection with
        finalizing the terms of the Debtor's proposed plan of
        reorganization and related plan documents, and
        confirmation and implementation of the Debtor's plan of
        reorganization; and

    (d) perform all other necessary professional services that
        Mr. Austern requests and as may be appropriate in
        connection with the chapter 11 proceedings.

Joseph J. Radecki, Jr., Managing Director of CIBC World, tells the
Court that under the Third Agreement, the Firm will be paid:

    (a) $100,000 per month beginning with the month of May 2005
        through the month during which the Debtor's disclosure
        statement is approved; and

    (b) up through the month of the effective date of a plan of
        reorganization or termination of the Second Amended
        Retention Letter, whichever occurs first, the Firm shall
        be paid $25,000 per month, except for the month of
        confirmation for which the monthly fee will be $100,000.

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

              Court Approval of CIBC World's Retention

On April 22, 2003, the Court authorized Mr. Austern to retain and
employ CIBC World to provide postpetition financial services.
Under the first agreement dated March 24, 2003, CIBC World was
paid:

    (a) $25,000 per month beginning March 2003 until the month of
        confirmation of a restructuring plan, and

    (b) $75,000 for the month of confirmation.

            Court Approval of CIBC World's Second Agreement

The Court approved Mr. Austern's request to amend the First
Agreement on November 19, 2003.  In the second agreement, CIBC was
paid:

    (a) $75,000 for the month of May 2003;

    (b) $25,000 per month beginning June 2003, until the month of
        the effective date of a Chapter 11 plan of reorganization
        for the Debtor; and

    (c) $75,000 for the month in which a confirmation hearing
        occurs in the court.

                     The Chapter 11 Filing

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

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

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

               Combustion Engineering's History

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

                    Bankruptcy Professionals

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

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

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

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


COMDIAL CORP: Wants to Hire Richards Layton as Bankruptcy Counsel
-----------------------------------------------------------------
Comdial Corporation and its debtor-affiliates ask the U.S.
Bankruptcy for the District of Delaware for permission to employ
Richards, Layton & Finger, P.A., as their general bankruptcy
counsel.

Richards Layton is expected to:

   a) advise the Debtors' of their rights, powers and duties as
      debtors and debtors-in-possession in the continued operation
      and management of their businesses and property;

   b) take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against, the negotiation of disputes in which the Debtors
      are involved, and the preparation of objections to claims
      filed against the Debtors' estates;

   c) prepare on behalf of the Debtors all necessary motions,
      applications, answers, orders, reports and papers in
      connection with the administration of the Debtors' estates;
      and

   d) perform all other legal services that are necessary in
      connection with the Debtors' chapter 11 cases.

John H. Knight, Esq., a Director at Richards Layton, discloses
that the Firm received a $281,065 retainer.  Mr. Knight charges
$425 per hour for his services.

Mr. Knight reports Richards Layton's professionals bill:

      Professional           Designation    Hourly Rate
      ------------           -----------    -----------
      Paul N. Heath          Associate        $305
      Kimberly D. Newmatch   Associate        $265
      Jason M. Madron        Associate        $220
      Amy L. Rude            Paralegal        $140

To the best of the Debtors' knowledge, Richards Layton is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  When the Debtors filed for
protection from their creditors, they listed total assets of
$30,379,000 and total debts of $35,420,000.


COMDIAL CORP: U.S. Trustee Appoints 3-Member Creditors Committee
---------------------------------------------------------------
The United States Trustee for Region 3 appointed three creditors
to serve on the Official Committee of Unsecured Creditors in
Comdial Corporation and its debtor-affiliates' chapter 11 case:

    1. McDonald Technologies International, Inc.
       Attn: Paul S. Nicholas
       1920 Diplomat Drive
       Farmers Branch, Texas 75234
       Phone: 972-869-7109, Fax: 972-241-2643

    2. Maxi Switch, Inc.
       Attn: Edward Fong
       2550 N. Dragoon, Ste. 100
       Tucson, Arizona 85745
       Phone: 520-294-5450, Fax: 520-294-6890

    3. Boundless Manufacturing Services, Inc.
       Attn: Joseph Gardner
       50 Engineers Lane, Unit 2
       Farmingdale, New York 11735
       Phone: 631-962-1470, Fax: 631-962-1471

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

Headquartered in Sarasota, Florida, Comdial Corporation --
http://www.comdial.com/-- and its affiliates develop and market
sophisticated communications products and advanced phone systems
for small and medium-sized enterprises.  The Company and its
debtor-affiliates filed for chapter 11 protection on May 26, 2005
(Bankr. D. Del. Case No. 05-11492).  Jason M. Madron, Esq., and
John Henry Knight, Esq., at Richards, Layton & Finger, P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
total assets of $30,379,000 and total debts of $35,420,000.


CO-OPERATORS: Good Performance Prompts S&P to Upgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit and financial strength ratings on Guelph,
Ontario-based Co-operators General Insurance Co. to 'BBB+' from
'BBB'.  At the same time, Standard & Poor's raised its Canadian
national scale preferred stock rating on the company to
'P-3(High)' from 'P-3' and its global scale preferred stock rating
to 'BB+' from 'BB'.  The outlook is stable.

"The insurer financial strength rating on CGIC reflects its
position as one of Canada's larger property and casualty insurers;
its diversified mix of personal and commercial products; the
strength of its sister organization, Co-operators Life Insurance
Co.; its strong ties to the co-operative/credit union system; and
its strong capitalization, asset quality, and liquidity," said
Standard & Poor's credit analyst Foster Cheng.

CGIC's much improved operating performance is attributed to the
general improvement within the sector, and to internal changes
brought about by a new CEO and executive team that took over in
2001.  The company's customer relationship management and
multiproduct strategy are gaining traction, as client satisfaction
is at an all-time high and customer retention remains stable.

CGIC is viewed as a core subsidiary of The Co-operators Group Ltd.
The challenges facing the company include the cyclical nature of
this sector's operating performance, a very competitive business
environment, the commodity-like nature of CGIC's products, and the
consolidation occurring in the insurance and financial services
industry.

The stable outlook on CGIC reflects Standard & Poor's expectation
the company will continue to experience strong and consistent
operating performance.  The company's ties to the co-
operative/credit union system are viewed as a competitive
advantage; this, together with the company's diversified mix of
products, should help business franchise growth.


CRAIG SIMMONS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Craig & Dial St. Claire Simmons
        254 East 68th Street, Apartment 9A
        New York, New York 10021

Bankruptcy Case No.: 05-14154

Chapter 11 Petition Date: June 8, 2005

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtor's Counsel: Arthur Morrison, Esq.
                  11 Skyline Drive
                  Hawthorne, NY 10532
                  Tel: (914) 592-8282
                  Fax: (914) 592-3482

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Allen R. Zell, DDS                               Unknown
1730 Central Park Avenue
Yonkers, New York 19710

Con Edison                                       Unknown
JAF Station
P.O. Box 1702
New York, New York 10021

Providian Financial                              Unknown
P.O. Box 6660509
Dallas, TX 75266

Rudin Management                                 Unknown

Surgical Associates of N.Y.                      Unknown

The Buckley School                               Unknown

The Spence School                                Unknown

Vandenberg and Feliu, LLP                        Unknown

Verizon                                          Unknown


CROWN CASTLE: Completes $1.9 Billion Sr. Secured Debt Offering
--------------------------------------------------------------
Crown Castle International Corp. (NYSE: CCI) completed the sale of
its previously announced offering of $1.9 billion of Senior
Secured Tower Revenue Notes, Series 2005-1, issued by certain of
its indirect US subsidiaries in a private transaction. The Notes
consist of five classes, which are all rated investment grade.

The weighted average interest rate on the various classes of Notes
is approximately 4.89%.  Further, all of the Notes have an
expected life of five years with a final maturity of June 2035.
In addition, Crown Castle reiterated its previously announced full
year 2005 Outlook.

"We are very excited to have completed this securitized debt
offering," stated Ben Moreland, Chief Financial Officer of Crown
Castle.  "This offering and the success of our previously
announced tender offers for nearly all of our outstanding high-
yield notes represent an exciting new day for Crown Castle.  With
this vastly simplified capital structure, we have eliminated
virtually all restrictions on the use of cash generated by our
business after debt service, significantly reduced our annual
interest expense by approximately $50 million, or 32%, and created
an on-going borrowing mechanism that will enable us to lever the
growth that we expect in our business.  Further, this financing
positions Crown Castle to make investments that deliver higher
levered rates of return given our lower cost of debt capital.
With this financing now accomplished, we expect annualized
recurring cash flow of approximately $0.92 per share for the
second half of 2005.  We remain focused on achieving our long-term
goal of 20% to 25% annual growth in recurring cash flow per share
through the expected growth in our core tower business, augmented
by opportunistic investments, including possibly additional stock
purchases."

Crown Castle used the net proceeds received from the Notes to fund
the purchase of its 10-3/4% Senior Notes, 9 3/8% Senior Notes,
7.5% Senior Notes and 7.5% Series B Senior Notes that were
tendered and not withdrawn as of 5:00 pm (EDT) on June 7, 2005,
pursuant to its previously announced tender offer, and to repay
its outstanding Crown Castle Atlantic credit facility.  Further,
Crown Castle expects to use a portion of the net proceeds of the
Notes to fund the announced redemption of its outstanding:

   -- 9% Senior Notes,
   -- 9-1/2% Senior Notes,
   -- 10-3/8% Senior Discount Notes, and
   -- 11-1/4% Senior Discount Notes,

as well as to pay for any additional notes tendered prior to the
expiration of the above-mentioned tender offer.  The Company
expects to use the balance of the net proceeds for general
corporate purposes.

The Notes provide Crown Castle with the flexibility to use cash
flow generated by its subsidiaries after debt service for any
corporate purpose, subject to certain restrictions.  As a result,
Crown Castle may invest its excess cash flow and subsequent
borrowings in tower acquisitions, tower builds, common stock
repurchases, dividends or other investments it deems attractive
without the significant limitations that previously existed under
its high-yield notes.

The Borrowers' obligation to make interest payments under the
Notes is entirely on a fixed interest rate basis.  The Notes are
comprised of five classes including $1.2 billion of Class A notes,
receiving the highest investment grade rating of Aaa/AAA by
Moody's Investor Services and Fitch Ratings, respectively.  The
Class A notes include:

   -- $948 million of a fixed rate series; and

   -- $250 million of a floating rate series (any floating rate
      payments in excess of the Borrowers' fixed rate obligation
      must be satisfied by a third party pursuant to a swap
      arrangement between the indenture trustee and such third
      party).

The Class B through D notes are each comprised of $234 million of
debt and are rated Aa2/AA, A2/A and Baa2/BBB by Moody's Investor
Services and Fitch Ratings, respectively.

The cash flow to service the Notes is derived from the site rental
revenues and site rental gross margin, defined as site rental
revenues less site rental cost of operations (exclusive of
depreciation, amortization and accretion), from substantially all
of the Crown Castle tower sites located in the US, which represent
approximately 93% of Crown Castle's site rental revenues and 94%
of Crown Castle's site rental gross margin.  Crown Castle
Australia, Crown Castle Mobile Media and certain other
subsidiaries of Crown Castle are not parties to the Notes.

The Indenture governing the Notes allows for the issuance of
additional notes based on increases in cash flow from growth on
the existing tower assets and from newly acquired or built tower
sites.  In order to issue additional notes, the debt service
coverage ratio (defined generally as cash flow generated by the
Borrowers divided by interest expense on the Notes), after giving
effect to any new notes, must be equal to or greater than the debt
service coverage ratio at the original Notes issuance.  In
addition, the Borrowers must obtain rating agency confirmation on
the existing Notes and additional notes.  Therefore, Crown Castle
expects to be able to maintain its existing level of debt
leverage.

The Notes have an expected life of five years with a final
maturity of June 2035.  If the Notes are not refinanced or repaid
by June 2010, the Borrowers will incur certain increases to the
interest rates of the Notes and be required to use any excess cash
flow of the Borrowers, which hold substantially all of Crown
Castle's US tower sites, to repay the Notes.

To date during the second quarter 2005, Crown Castle has spent
$131.5 million to purchase 8.0 million shares of its common stock
(inclusive of 6.1 million shares previously announced) at an
average price of $16.47 per share.  Crown Castle's cash and cash
equivalents at March 31, 2005, pro forma for the closing of the
Notes, the purchase of common stock prior to the date hereof, the
previously announced purchases of 4% Convertible Notes during the
second quarter, the tender and redemption of the high-yield notes
described in this release and the repayment of the Crown Castle
Atlantic credit facility, is approximately $251 million.

                          About the Company

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

                             *     *    *

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

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

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

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

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

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

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

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

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

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

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

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


DIGITAL LIGHTWAVE: Shares Trade on OTCBB Under DIGL.OB Symbol
-------------------------------------------------------------
The Over The Counter Bulletin Board has approved for quotation
Digital Lightwave, Inc.'s (OTCBB:DIGL) common stock under the
symbol DIGL.OB.

"In light of our recent delisting from the Nasdaq Small Cap
Market, we have actively examined other trading alternatives and
are pleased to announce our acceptance to the OTC Bulletin Board,"
stated Robert Hussey, CEO of Digital Lightwave.  "Going forward,
we continue to execute against our strategic goal of a return to
profitability and hope to regain our Nasdaq listing at some point
in the future."

The OTC Bulletin Board is a quotation service that displays real-
time quotes, last-sale prices, and volume information in domestic
and certain foreign securities.  Eligible securities include
national, regional, and foreign equity issues; and warrants,
units, and American Depositary Receipts (ADRs) not listed on any
other U.S. national securities market or exchange.  Although the
OTCBB is operated by the NASD, it is unlike The Nasdaq Stock
Market(R) or other listed markets where individual companies apply
for listing and must meet and maintain strict listing standards;
individual brokerage firms, or Market Makers initiate quotations
for specific securities on the OTC Bulletin Board.  Currently,
approximately 6,500 securities are quoted on the OTCBB.

                  About Digital Lightwave, Inc.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At March 31, 2005, Digital Lightwave's balance sheet showed a
$34,556,000 stockholders' deficit, compared to a $29,146,000
deficit at Dec. 31, 2004.


DIRECTV HOLDINGS: S&P Rates Proposed $1 Bil. Senior Notes at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $1 billion senior notes due 2015 of El Segundo,
California-based satellite direct-to-home TV operator DIRECTV
Holdings LLC and DIRECTV Financing Co., Inc.  The notes will be
issued under Rule 144A with registration rights.  The company will
apply $500 million of proceeds to bank debt repayment and use the
balance for general corporate purposes.

The ratings on the company and parent The DIRECTV Group Inc., were
affirmed.  Both entities are analyzed on a consolidated basis.
The outlook is stable.  DIRECTV will have about $3.4 billion in
debt pro forma for the new offering as of March 31, 2005.
Although the financing increases gross debt to EBITDA by about
half a turn to roughly 4x (unadjusted for operating leases) based
on annualized first quarter 2005 results of the U.S. DIRECTV
business, Standard & Poor's expects the company to achieve healthy
EBITDA growth and discretionary cash flow during the next year
that should strengthen the financial profile.  The financing also
extends debt maturities somewhat.

"The ratings on DIRECTV continue to reflect aggressive subscriber
growth and retention efforts in the intensely competitive pay-TV
industry, including spending on advanced set-top boxes; elevated
satellite capital expenditures needed to boost channel capacity;
and substantial spending on high-profile sports programming," said
Standard & Poor's credit analyst Eric Geil.

These factors are responsible for reduced EBITDA profitability and
negative discretionary cash flow during the past 12 months, which,
together with a rising potential for share repurchases, weigh
somewhat on the financial profile.  Tempering factors include
strong subscriber growth, scale advantages from the company's
position as the second-largest multichannel TV provider, potential
for sizable discretionary cash flow as the business matures, and
operating benefits from News Corp.'s 34% controlling ownership
stake.


ENDURANCE SPECIALTY: S&P Rates Preferred Stock at BB+
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and senior debt ratings on Endurance Specialty Holdings
Ltd. (NYSE:ENH; Endurance).

The outlook is positive.

At the same time, Standard & Poor's assigned its 'BBB' preliminary
senior debt rating, 'BBB-' preliminary subordinated debt rating
and 'BB+' preliminary preferred stock rating to Endurance
following the company's increasing its existing universal shelf to
$750 million in debt capacity from the existing $250 million.

"The ratings on Endurance reflect its strong competitive position
supported by a diversified business platform, strong capital
adequacy, and strong operating performance," explained Standard &
Poor's credit analyst Damien Magarelli.  "Offsetting these
positives is Endurance's minimal use of reinsurance that could
potentially lead to capital and earnings volatility, and a
management team that has not been through difficult market cycles
while at the company."

Endurance has filed this universal shelf that will enable
offerings of debt securities, preference shares, ordinary shares,
depositary shares, and warrants.  The company expects to use the
net proceeds of these offerings for potential acquisitions and
repurchases of debt securities, though no drawdowns are expected
at this time, and for general corporate purposes.  Endurance
measured a debt to capital ratio of 17.7% and interest coverage of
35x at year-end 2004 in support of nonstandard notching.

The outlook is based on Standard & Poor's expectation that
Endurance will maintain strong earnings.  Standard & Poor's
expects capital adequacy to remain strong at more than 155% in
support of the current rating. In addition, the company is
expected to exhibit the risk-management skills and underwriting
discipline to control the volume and profitability of business in
a softening market, but this will be proven over the next few
years.  Endurance is expected to maintain debt leverage at less
than 20% and interest coverage of more than 10x in support of
nonstandard notching.  Lastly, Standard & Poor's expects the
company to continue to diversify and expand its U.S. insurance
operations.


ETOYS: Goldman Sachs Wins Dismissal of Three IPO-Related Claims
---------------------------------------------------------------
The New York State Court of Appeals dismissed earlier this week
three claims in a lawsuit which eToys Inc. filed in 1999 accusing
Goldman Sachs Group Inc. of breaches of contract, fiduciary duty
and professional malpractice as lead underwriter of eToys' 1999
Initial Public Offering.

The complaint alleges that on Goldman's recommendation the IPO was
priced at $20 per share.  On the first day of trading 13 million
shares changed hands with prices reaching over $85 per
share.  The extraordinary demand for eToys' shares -- and the high
price the public was willing to pay for them -- continued for many
months after the IPO with approximately 300 million shares trading
at prices as high as $86.

eToys alleged that Goldman knew that a substantially high price
was warranted given the tremendous demand for the stock and
existing market conditions but underpriced the shares to benefit
its select customers from whom they expected, in return,
investment banking business, brokerage commissions and other
benefits.

According to Bloomberg News, eToys claims Goldman Sachs "had an
incentive" to advise it to underprice the IPO because when some of
Goldman's clients made money, "Goldman Sachs was allegedly paid
20% to 40% of the clients' profits from trading."

Goldman Sachs brought the case to a higher court of appeals in New
York after a decision on May 24, 2005, by New York's Appellate
Division, First Department, upheld eToys' complaints against
Goldman.

Although the higher court of appeals dismissed three of eToys'
claims (breach of contract, professional malpractice and unjust
enrichment); the Court however, allows the toy retailer to proceed
to a trial on Goldman Sachs' breach of fiduciary duty and refile
fraud allegations in the State Court in Manhattan.

Goldman Sachs spokeswoman Andrea Rachman told Bloomberg News that
the company couldn't comment on pending litigation.

eToys, Inc., now known as EBC I Inc, operated a web-based toy
retailer based in Los Angeles, California.  The Company filed a
Chapter 11 Petition on March 7, 2001.  When the company filed
for protection from its creditors, it listed $416,932,000 in
assets and $285,018,000 in debt.  eToys sold its assets and name
to toy retailer KB Toys.  The Company's SEC report on February
28, 2002, the Debtors listed 32,091,918 in total assets and
192,396,702 in total liabilities.  Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell and Howard Steinberg, Esq., at
Irell & Manella represent the Debtors as they wind-up their
financial affairs.


FEDERAL-MOGUL: Wants Until October 1 to Remove State Court Actions
------------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates and the
Official Committee of Unsecured Creditors ask the Court to further
extend the time by which the Debtors may file notices to remove
civil actions pending as of the Petition Date, through and
including October 1, 2005.

According to Scotta E. McFarland, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., in Wilmington, Delaware,
the Debtors are still evaluating actions in which one or more of
them is a plaintiff, to determine which might be suitable for
removal.  Ms. McFarland says that with respect to actions
unrelated to asbestos, the analysis is largely complete.

Judge Lyons will convene a hearing on June 15, 2005, at 10:00
a.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Debtors' Removal Period is automatically extended
through the conclusion of that hearing.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J.
Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at
Sidley Austin Brown & Wood, and Laura Davis Jones Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
US$10.15 billion in assets and US$8.86 billion in liabilities.
At Dec. 31, 2004, Federal-Mogul's balance sheet showed a US$1.925
billion stockholders' deficit.  At Mar. 31, 2005, Federal-Mogul's
balance sheet showed a US$2.048 billion stockholders' deficit,
compared to a US$1.926 billion deficit at Dec. 31, 2004.
(Federal-Mogul Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


GABLES RESIDENTIAL: Sells Assets to ING Clarion for $2.8-Bil Cash
-----------------------------------------------------------------
Gables Residential Trust (NYSE: GBP) and a private equity
partnership sponsored by ING Clarion Partners, a wholly owned
subsidiary of ING Groep, NV of the Netherlands, disclosed that a
partnership managed by ING Clarion has entered into a definitive
agreement to acquire the Company.  The transaction represents the
largest public to private REIT transaction in the multifamily
sector.

Under the terms of the agreement, the ING Clarion partnership will
acquire all of Gables' common stock for $43.50 per share in cash.
The per share purchase price represents a 14% premium over Gables
closing share price on June 6, 2005, and an 18% premium over the
prior 10 day average share price.  The total consideration is
approximately $2.8 billion, which includes the assumption and
refinancing of approximately $1.2 billion of the Company's
outstanding debt and the Company's outstanding Series C-1, Series
D and Series Z preferred shares, which have a liquidation
preference of approximately $120 million.

Completion of the transaction, which is expected to occur by the
end of the third quarter of 2005, is subject to approval by the
Company's common shareholders and certain other customary closing
conditions.  The transaction has been unanimously approved by the
Company's Board of Trustees, which will recommend that the common
shareholders approve the transaction.  Gables will continue to pay
regular monthly dividends at an annualized rate of $2.41 per share
through the closing of the transaction, including a pro rated
dividend for the month in which the transaction closes.

Holders of limited partnership interests in the Company's
operating partnership will be given the choice of either receiving
$43.50 in cash or participating through a limited partnership
interest in an affiliate of the buyer.

"The quality of our organization and assets is evident in ING
Clarion's valuation.  We believe that this transaction represents
a compelling value for our shareholders," noted Chris Wheeler,
Executive Chairman.

"The transaction with ING Clarion demonstrates the intrinsic value
of our associates and their ability to generate returns for our
investors," said David Fitch, CEO.  "This is great for both our
shareholders and associates, allowing us to continue to execute
our real estate strategy on a go-forward basis in a private
setting."

ING Clarion, the managing partner of the new partnership, will
provide strategic oversight, fund governance and portfolio
management skills to capture the benefits afforded by the private
sector.  These benefits are anticipated to include operating more
opportunistically and with higher leverage, increasing development
activities, entering new markets, and eliminating public company
costs.

The transaction is being financed by $400 million of equity
provided by ING with the balance of the debt and equity capital
arranged by Lehman Brothers Inc. and its affiliates.

ING Clarion is a U.S. real estate investment firm with
approximately $22 billion under management, including a
multifamily portfolio of approximately 10,000 apartments.  ING
Clarion is a wholly owned subsidiary of ING Real Estate, a global
real estate investment firm with $69 billion of assets under
management, making it one the largest in the world.  ING Real
Estate is owned by ING, a global financial services firm
specializing in insurance, banking and asset management.

Wachovia Securities acted as financial advisor to Gables and
Goodwin Procter LLP provided legal advice. Lehman Brothers Inc.
acted as financial advisor to ING Clarion.  King & Spalding LLP
provided legal counsel to ING Clarion and Hogan & Hartson LLP,
Weil Gotshal & Manges LLP, and Cadwalader, Wickersham & Taft
provided legal counsel to Lehman Brothers.

                           About Gables

Gables Residential -- http://www.gables.com/-- is one of the
largest apartment operators in the nation and currently manages
41,750 apartment homes in 162 communities.  The Company owns or
has an interest in 84 communities it owns with 21,163 stabilized
apartment homes primarily in Atlanta, Houston, South Florida,
Austin, Dallas, Washington, D.C. and San Diego/Inland Empire and
has an additional 11 communities with 2,673 apartment homes under
development or lease-up.

                        *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Moody's Investors Service downgraded the ratings of Gables
Residential Trust (senior unsecured to Ba1) and placed the ratings
under review for possible downgrade.  According to Moody's, this
rating action was prompted by Gables' announcement that it has
entered into an agreement to be acquired by a partnership managed
by ING Clarion Partners.


GE BUSINESS: S&P Rates $17 Million Class D Certificates at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GE Business Loan Trust 2005-1's $713,081,663 business
loan pass-through certificates series 2005-1.

The preliminary ratings are based on information as of June 8,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit enhancement consisting
of subordination, a funded spread account, and excess spread. The
preliminary ratings are also based on General Electric Capital
Corp.'s demonstrated servicing ability.

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

The presale can also be found on the Standard & Poor's Web site at
http://www.standardandpoors.com/


                     Preliminary Ratings Assigned
                    GE Business Loan Trust 2005-1

         Class            Rating                          Amount
         -----            ------                          ------
         IO               AAA         SBF group IO component and
                                   the GECF group IO component**

         A-1              AAA                        $178,936,000
         A-2              AAA                        $100,000,000
         A-3              AAA                        $348,575,863
         B*               A                           $49,915,716
         C*               BBB                         $17,827,042
         D*               BB                          $17,827,042
         X                N.R                                 N/A
         R                N.R                                 N/A


           * Excludes spread account and excess spread.

           ** SBF -- Small business finance lending division of
                     General Electric Capital Corp.

           GECF -- GE Commercial Finance Business Property Corp.

           N.R. -- Not rated.

           N/A -- Not applicable.


HARRY COLLINS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Harry Dean Collins, Jr. & Shelly Kay Collins
        14123 Allen Road
        Carterville, Illinois 62918

Bankruptcy Case No.: 05-41518

Chapter 11 Petition Date: June 9, 2005

Court: Southern District of Illinois (Benton)

Debtor's Counsel: Douglas A. Antonik, Esq.
                  Antonik Law Office
                  P.O. Box 594, 411 Main
                  Mount Vernon, Illinois 62864
                  Tel: (618) 244-5739

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


HEALTHSOUTH CORP: Inks Pact Resolving SEC Dispute for $100 Million
------------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) reached an
agreement with the Securities and Exchange Commission to resolve
claims brought by the SEC against the Company in a civil action on
March 19, 2003.  The agreement does not address claims brought
against any other party in that action.  As a result of the
agreement, HealthSouth will pay the SEC $100 million in five
installments over a two-year period beginning in the fourth
quarter of 2005, which may be used by the SEC to establish an
investor fund pursuant to the Fair Fund provision of the Sarbanes-
Oxley Act of 2002.

"This agreement is both a major milestone in HealthSouth's
recovery and a powerful symbol of the progress we have made as a
company over the course of the last two years," said HealthSouth
President and CEO Jay Grinney.  "I would especially like to
recognize Greg Doody, our General Counsel, and Skadden Arps, our
outside counsel, for their hard work and contributions in reaching
this important settlement.  With the support of our employees
across the country, HealthSouth has successfully put another issue
behind us.  We look forward to re-focusing our time and resources
on what we do best -- serving the needs of our patients."

"HealthSouth has faced several legal obstacles in the past two
years as the result of the massive fraud perpetrated against us,"
said Greg Doody, HealthSouth General Counsel and Secretary.  "This
settlement with the SEC -- in conjunction with our Bondholder
consent agreement in June of 2004 and our previous settlement with
the U.S. Department of Justice - Civil Division, the Office of
Inspector General, and the Centers for Medicare & Medicaid
Services in December 2004 -- puts a substantial portion of our
legal issues behind us and allows us to move forward."

The Company stated that provisions for this settlement amount have
been incorporated in its long-term financial projections and that
the payments will be made without compromising the resources
necessary to manage its facilities in a quality manner.

The agreement resolves litigation brought by the SEC in 2003
regarding allegations of violations of the federal securities
laws.  As part of the settlement, HealthSouth also agrees to:

   -- retain the services of consultants in the areas of
      governance, internal controls and accounting to review
      policies and practices implemented under the new management
      team;

   -- provide training and education to appropriate officers; and

   -- continue to cooperate with the SEC and Department of Justice
      in their respective, ongoing investigations.

                        About the Company

HealthSouth is one of the nation's largest providers of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating facilities nationwide.  HealthSouth can be
found on the Web at http://www.healthsouth.com/

                         *     *     *

                      Notice of Late Filing

HealthSouth filed a Form 12b-25 with the Securities and Exchange
Commission saying that it will not be filing its 2004 Form 10-K on
time due to the company's ongoing accounting reconstruction and
restatement efforts.  The company is currently targeting the
filing of its 2004 Form 10-K in the fourth quarter of 2005.  The
company says it plans to file a comprehensive Form 10-K for the
years ended Dec. 31, 2000, through Dec. 31, 2003, by the middle of
the second quarter 2005.  This comprehensive Form 10-K will
contain restated financial statements for periods which previously
had been reported and initial financial statements for the other
periods covered by the report.

"Our external auditor is now auditing these documents and is
taking steps to ensure a thorough review," said HealthSouth CFO
John Workman.  "We have been working extensively with external
resources to ensure that our accounting records are reconstructed
thoroughly and our financial statements and other disclosures are
prepared properly.  This process has consumed more than 500 man-
years of external labor resources and required millions of lines
of adjusting journal entries.  It is our intention to not rush a
process of this importance to reach an earlier, self-imposed
deadline."


ICEFLOE TECH: Shareholders Approve Revised Stock Option Plan
------------------------------------------------------------
icefloe Technologies Inc. (TSX VENTURE:ICY) received the requisite
shareholder approval to amend its Articles of Incorporation to
create a new class of shares as part of a long term incentive plan
for icefloe's President and CEO.  Management expects that the
Class A Special Shares will allow icefloe to provide a meaningful
long-term incentive to its President and CEO without impairing
shareholder equity through excessive dilution.

The Articles of Amendment will create Class A Special Shares with
eight characteristics:

   1) One thousand Class A Special Shares will be created.

   2) The Class A Special Shares will have conversion rights at
      the sole option of the shareholder from the date of issue to
      the date of redemption, which date of redemption shall be
      not less than five (5) years from the date of issue.

   3) The Class A Special Shares will be convertible into icefloe
      common shares in accordance with the formula set out in the
      Articles of Amendment.

   4) The Class A Special Shares will not have voting rights other
      than statutory voting rights pursuant to the Ontario
      Business Corporations Act.

   5) The Class A Special Shares will be entitled to dividends
      subsequent to any payment of dividends on icefloe common
      shares.

   6) The Class A Special Shares will not be entitled to receive
      any of the remaining property of icefloe on the liquidation,
      dissolution or winding-up of icefloe, whether voluntary or
      involuntary.

   7) The Class A Special Shares will be redeemable by icefloe, at
      the sole option of icefloe, at a price of $1.00 per Class A
      Special Share on a date five years after the date of issue.

   8) The Class A Special Shares will have standard anti-dilution
      provisions.

The Articles of Amendment also delete the authorized but unissued
class of Class A Preference Shares from icefloe's Articles.  The
Class A Preference shares were adopted when icefloe was a private
corporation, but are no longer required now that icefloe is a
reporting issuer and a public corporation.  The deletion of the
Class A Preference Shares from the icefloe's Articles at this time
will simplify icefloe's share structure.  In conjunction with the
deletion of Class A Preference Shares, the Articles of Amendment
delete the references to Class A Preference Shares that were set
out in the rights of icefloe common shares.

The Articles of Amendment require TSX Venture Exchange and Ontario
Ministry of Consumer and Business services final approval, which
approvals are being sought at this time.

                        Stock Option Plan

icefloe shareholders also approved an amended stock option plan,
which increases the number of options available for issuance and
thereby provides icefloe with a better ability to attract,
motivate and reward its employees, senior officers, directors and
consultants.  The New Option Plan is substantially similar to
icefloe's current option plan except for an increase in the number
of options available and some minor technical amendments.  The
number of icefloe common shares reserved for issuance pursuant to
the New Option Plan is 1,449,918, representing approximately
twenty percent (20%) of icefloe's issued and outstanding common
shares.

The New Option Plan requires TSX Venture Exchange final approval,
which approval is being sought at this time.  A formal
announcement of the implementation of the Articles of Amendment
and the New Option Plan will be made at the time of the change.

                        About the Company

Founded in March 2001, icefloe (TSX Venture Exchange: ICY) is a
Canadian-based company dedicated to the development and
commercialization of its proprietary chilling technology, which
brings flash chilling capability in a portable form and enables
the beverage industry to serve ice cold draft beer without
excessive foam loss, anytime and anywhere.  Since April 2001,
icefloe has focused its efforts on securing patents for its
platform technologies, while developing, field-testing,
manufacturing and marketing commercial products using its unique
technologies.  Its wholly owned subsidiary, Draught Guys Inc.,
provides installation, sales and service for both traditional
draft systems and icefloe's proprietary products in the Ontario
market.

icefloe commenced trading on Tier 2 of the TSX Venture Exchange on
April 14, 2004 under the symbol "ICY".

                        *     *     *

                     Going Concern Doubt

Icefloe Technologies' third quarter report for the period ending
Sept. 30, 2004, contains management's expression of doubt about
the company's ability to continue as a going concern.  The company
has incurred significant operating losses since inception due to
its product development efforts and has a substantial working
capital deficiency.  The company's continued existence is
dependent upon its ability to obtain continuing financing, a
portion of which has been obtained April 1, 2004, through the
completion of a reverse takeover transaction and closing of the
private placement of securities also on April 1, 2004, and to
attain profitable operations.


IKON OFFICE: Moody's Changes Ratings Outlook to Negative
--------------------------------------------------------
Moody's Investors Service changed the ratings outlook for IKON
Office Solutions (senior implied at Ba2) to negative from stable.
The change in outlook to negative reflects:

   (1) weak revenue patterns and strong pricing competition that
       continues to pressure margins, which in turn is
       necessitating cost reduction efforts and a streamlining of
       certain business activities; and

   (2) an accounting review of its US trade receivable balances
       that has delayed its ability to file its most recent
       financial statements.

The rating action reflects Moody's expectation that revenue growth
will remain challenging and that competitive pricing and/or
product mix may continue to exert pressure on operating
profitability over the intermediate term.  IKON's revenue has
declined between 1% and 7% over each of the last four quarters
although the decline has been less if revenues are normalized for
discontinued or deemphasized operations.

Importantly, within overall revenue, equipment sales continue to
decline (down by 5.6% and 3.2% in each of the first two quarters
of fiscal 2005) with:

   (1) declines noted in higher end and more profitable segments
       five and six devices;

   (2) growth in lower end (and less profitable) segments; and

   (3) growth in color devices although IKON's growth is less than
       some key competitors and pricing has become increasingly
       aggressive in order to capture the color installed base in
       order to obtain more profitable after market business.

As a consequence of its weak revenue pattern, changing mix, and
aggressive price competition, in addition to the sale of its North
American leasing operations last year, IKON's gross margins remain
under some pressure, having declined from nearly 38% two years ago
to an estimated 35.6% for the quarter ended March 2005.  Excluding
finance operations, gross margins have declined by about 1% over
the same period.

With most of these trends likely to persist, IKON has recognized
the need to embark upon more aggressive cost reduction efforts.
In this regard, IKON recently announced pretax restructuring
charges of approximately $30 million aimed at:

   (1) exiting its off-site digital printing and fulfillment
       activities;

   (2) downsizing its legal document services facilities;

   (3) exiting the majority of its operations in Mexico; and

   (4) reducing administrative staff. Moody's expects that the
       cash outflow related to these actions will approximate
       $20 million.

IKON is undergoing an accounting review relating to certain of its
US trade receivables that surfaced during a review of billing
controls and reserve practices during its Sarbanes-Oxley testing.
Based on preliminary data, IKON estimates that US trade
receivables of $372 million could be overstated by about
$45 million, which will likely require a restatement of revenues
and trade accounts receivable of prior period financial
statements.

Although the ultimate charge will be non cash, it will reduce net
worth as defined in its $200 million bank facility, however, the
covenant would still have ample cushion, unless the charge were
notably higher.  IKON has received a waiver from its bank group to
file its March 2005 financials by June 30, 2005.  IKON has not and
is not expected to borrow under this bank facility, however, it
does consistently use it for approximately $30 million to
$40 million of letters of credit.

IKON's liquidity remains solid as supported by our affirmation of
its SGL-1 rating.  The rating considers:

   * its $333 million of cash balances at March 2005;

   * expectations of adequate cash flow from operations to finance
     capital expenditures; and

   * good room under the covenants in its largely undrawn $200
     million secured bank facility, all in the context of zero
     public debt maturities over the next twelve months.

The next public debt maturity consists of a $245 million
subordinated convertible note due May 2007 (see Speculative Grade
Liquidity commentary).

IKON's credit ratings could be downgraded to the extent that:

   (1) IKON is not able to file its March 2005 financials by
       June 30, 2005; and

   (2) it is not able to show an ability to reverse the decline in
       revenues (adjusting for exited businesses) and sufficiently
       streamline its cost structure to improve its operating
       margins to the 5% level on a sustainable basis.

The ratings could be stabilized if IKON demonstrates clear
progress in:

   * stabilizing revenue;

   * improving profit margins;

   * satisfactorily completes its review of its US trade
     receivables billing and control practices;  and

   * files its fiscal second quarter financial statements.

IKON Office Solutions, headquartered in Valley Forge, Pennsylvania
is the largest independent copier distributor in North America and
the United Kingdom.


INTERSTATE BAKERIES: Closing Two San Francisco, CA Bakeries
-----------------------------------------------------------
Interstate Bakeries Corporation (OTC: IBCIQ.PK) continues its
efforts to address its declining revenues and high cost structure
by consolidating operations in its Northern California Profit
Center.  The Company said it is closing two bakeries in San
Francisco and consolidating production, routes, depots and thrift
stores.  Interstate Bakeries expects to complete the consolidation
by Aug. 22, 2005, subject to bankruptcy court approval.  The
consolidation is expected to affect approximately 650 workers.

"In order to ensure a long and successful future for IBC and to
save as many jobs as possible the Company must continue making
these difficult decisions.  I appreciate the years of dedicated
service and hard work by our employees and deeply regret the
impact this news may have on them.  We will make every reasonable
effort to make this transition as smooth as possible," said Tony
Alvarez II, chief executive of IBC and co-founder and co-chief
executive of Alvarez & Marsal, the global corporate advisory and
turnaround management services firm.

The Company's preliminary estimate of charges to be incurred in
connection with the Northern California PC consolidation is
approximately $13.5 million, including approximately $6.0 million
of severance charges, approximately $2.5 million of asset
impairment charges and approximately $5.0 million in other
charges.  IBC further estimates that approximately $11 million of
such costs will result in future cash expenditures.  In addition,
the Company intends to spend approximately $3 million in capital
expenditures and accrued expenses to effect the consolidation.  In
addition to these asset impairment charges, IBC also expects to
recognize charges to intangible assets related to trademarks and
trade names that will be impaired as a result of the consolidation
of operations announced yesterday.  IBC is not able to provide an
estimate of these changes currently.

The two bakeries to close as a result of this announcement are the
77-year old Wonder/Hostess bakery and the 49-year old Parisian San
Francisco bakery.  Distribution of IBC's branded products to
supermarkets in the Northern California PC will be unaffected by
the closure.

Recently, the Company disclosed the closing of its bakery in
Miami, Florida, and Charlotte, North Carolina, and the
consolidation of routes, depots and thrift stores in its Florida
and Mid-Atlantic PCs.  The Company also disclosed the
consolidation of operations in its Northeast Profit Center (PC) by
closing its bakery in New Bedford, Massachusetts, and
consolidating production, routes, depots and thrift stores
throughout the Northeast where it maintains regional facilities.

                        Employee Plans

As previously disclosed, IBC currently contributes to more than 40
multi- employer pension plans as required under various collective
bargaining agreements, many of which are underfunded.  The portion
of a plan's underfunding allocable to an employer deemed to be
totally or partially withdrawing from the plan as the result of
downsizing, job transfers or otherwise is referred to as
"withdrawal liability."  IBC expects that the consolidation may
result in total or partial withdrawal liability with respect to
one plan covering employees in the Northern California PC, but
does not believe the aggregate withdrawal liability under this
plan will exceed approximately $500,000.  Certain of the other
plans to which IBC contributes have filed proofs of claim in IBC's
bankruptcy case alleging that partial withdrawals have already
occurred.  IBC disputes these claims; however, there is a risk
that the consolidation could significantly increase the amount of
the liability to IBC should a partial withdrawal from any of the
remaining multi-employer pension plans covering the Northern
California PC employees be found to have occurred.  Except with
respect to the plan mentioned above, IBC is conducting the
Northern California PC consolidation in a manner that it believes
will not constitute a total or partial withdrawal from the
relevant multi-employer pension plans.  Nevertheless, due to the
complex nature of such a determination, no assurance can be given
that any additional withdrawal claims based upon IBC's prior
action or resulting from this consolidation or future
consolidations will not result in significant liabilities for IBC.
Should these or other actions result in a determination that a
partial or complete withdrawal from other plans has occurred, the
amount of any partial or complete withdrawal liability arising
from such underfunded multi-employer pension plans would likely be
material and could adversely affect our financial condition and,
as a general unsecured claim, any potential recovery to our
constituencies.

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

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


KAISER ALUMINUM: Committee Supports Intercompany Claim Settlements
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 11, 2004, Kaiser Aluminum Corporation, its debtor-
affiliates and the Official Committee of Unsecured Creditors have
reached an agreement to resolve a myriad of complex issues
relating to the treatment of intercompany claims among the
Debtors.  The disposition of the Intercompany Claims is one of the
key issues that must be addressed for the Debtors to proceed with
the formulation and promulgation of plans of reorganization and
liquidation.

All the various creditor constituencies on the Creditors Committee
support the Intercompany Settlement Agreement.  Additionally, in
support of the Debtors' efforts toward achieving ultimate
resolution of their cases, the Debtors' postpetition lenders have
agreed to amend the credit facility to accommodate the terms and
conditions of the Intercompany Settlement Agreement.  Although at
this juncture, the Official Committee of Asbestos Claimants,
Martin J. Murphy as the legal representative for future asbestos
claimants, and Anne M. Ferazzi as the legal representative for the
Future Silica Claimants have not agreed with or consented to the
Intercompany Settlement Agreement, the Debtors and the Creditors
Committee anticipate having further discussions with the creditors
and the Future Claimants representatives before the hearing on the
Intercompany Settlement Agreement.

Kaiser Aluminum Corporation disclosed that the U.S. Bankruptcy
Court for the District of Delaware, in a hearing on Feb. 1, 2005,
approved the Intercompany Settlement Agreement.

*    *    *

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, informs the Court that certain members of the Official
Committee of Unsecured Creditors, including JP Morgan Trust
Company, the Pension Benefit Guaranty Corp., U.S. Bank National
Association Corporate Trust Services, Farallon Capital, the
United Steelworkers of America, and Law Debenture Trust Company of
New York, incurred fees and expenses in connection with the
negotiation, execution and court approval of the Intercompany
Settlement Agreement.

For this reason, the Creditors Committee seeks the Court's
approval of the payment of fees and reimbursement of expenses
incurred by the Committee Members, aggregating $673,980:

         Professional          Amount
         ------------          ------
         JP Morgan           $100,753
         U.S. Bank            165,344
         Farallon             162,832
         Law Debenture        245,051

The Creditors Committee also asks Judge Fitzgerald to compel the
Debtors to reimburse of its Members' out-of-pocket expenses
totaling $88,058:

         Professional          Amount
         ------------          ------
         JP Morgan             $5,354
         U.S. Bank             15,303
         Farallon              16,027
         Law Debenture         36,166
         PBGC                   4,657
         USWA                  10,551

Mr. Bowden submits that the professional services that were
rendered on behalf of the Creditors' Committee members were
reasonable, necessary and have directly contributed to the
effective administration of the Debtors' Chapter 11 cases via the
Court's approval of the Intercompany Settlement Agreement.

After months of work by their legal and financial advisors
analyzing the facts and legal issues, the Committee Members
engaged in lengthy negotiations that led to a settlement of the
issues contained in the Intercompany Settlement Agreement.
Initially, over a six-week period in late 2003 and early 2004, the
Creditors Committee met four times in person for all-day
negotiating sessions and four times telephonically.

At the end of January 2004, the Committee Members reached an
initial agreement in principle among themselves on a settlement of
the Intercompany Claims and other related intercompany issues.
Shortly after that, the Creditors Committee shared the principal
terms of the proposed settlement with the Debtors.  Over a nine-
month period, representatives of the Debtors and Creditors
Committee engaged in arm's-length negotiations over the terms of
the proposed settlement and met six times in person and had
countless conference calls regarding the general terms of the
proposed settlement and the specific language of the Intercompany
Settlement Agreement.

Moreover, numerous drafts of the Intercompany Settlement
Agreement were prepared, circulated and reviewed by the Committee
Members and their professionals before all issues were resolved
and the Intercompany Settlement Agreement was finalized.

Mr. Bowden maintains that the requested fees are not unusual given
the magnitude and complexity of the cases and the time expended,
and is commensurate with fees that have been awarded in Chapter 11
cases, as well as with the fees charged by other attorneys of
comparable experience.

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)


LB COMMERCIAL: Fitch Pares $9.1 Million Certs. 2 Notches to B-
--------------------------------------------------------------
LB Commercial Conduit Mortgage Trust's, multiclass pass-through
certificates, series 1995-C2, are downgraded by Fitch Rating as
follows:

     -- $9.1 million class F to 'B-' from 'B+'.

Fitch also affirms the following classes:

     -- $24.1 million class E 'AA'.

Fitch does not rate the $7.8 million class G certificates.

The downgrade to class F reflects anticipated losses on two of the
specially serviced loans in this pool.  Three assets (36%) are
currently in special servicing, including two real estate owned
(34%).  The REO assets (30%) are secured by full-service hotels in
Fort Worth, TX and losses are expected on both of them.  As a
result, class G is expected to be reduced to $0 and class F to
experience a minimal loss.

The pool has become more concentrated by loan size and property
type, with the top five loans representing 75% of the pool and
hotels representing 98%.

As of the May 2005 distribution date, the pool's aggregate
principal balance has been reduced by 84% to $41 million from
$259.9 million at issuance.


METCO PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: Metco Properties, Inc.
             P.O. Box 1050
             Avondale, Arizona 85323-0350

Bankruptcy Case No.: 05-10372

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      James Thomas & Sheila Sue Mattingly        05-10377

Chapter 11 Petition Date: June 8, 2005

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Dennis J. Wortman, Esq.
                  Dennis J. Wortman, P.C.
                  2700 North Central Avenue, Suite 850
                  Phoenix, Arizona 85004-1162
                  Tel: (602) 257-0101
                  Fax: (602) 776-4544

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
Metco Properties, Inc.     $500,000 to          $1 Million to
                           $1 Million           $10 Million

James Thomas &             $1 Million to        $10 Million to
Sheila Sue Mattingly       $10 Million          $50 Million

The Debtors did not file lists of their 20 Largest Unsecured
Creditors.


MIRANT CORP: Law Debenture Objects to Plan Solicitation Protocol
----------------------------------------------------------------
Law Debenture Trust Company of New York objects to Mirant
Corporation and its debtor-affiliates' proposed procedures in
soliciting votes for the Debtors' chapter 11 plan.

The proposed solicitation procedures appeared in the Troubled
Company Reporter on May 20, 2005.

Law Debenture is:

   1. Successor Indenture Trustee under the Junior Subordinated
      Note Indenture dated October 1, 2000, between Mirant
      Corporation and Deutsche Bank Trust Company Americas,
      formerly known as Bankers Trust Company, as Indenture
      Trustee, under which Mirant issued $355,670,150 in Junior
      Subordinated Notes; and

   2. Successor Property Trustee under The Amended and Restated
      Trust Agreement, dated as of October 1, 2000, among:

      a. Mirant, as depositor;

      b. Deutsche Bank Trust Company, as Delaware trustee;

      c. DBTCA, as property trustee; and

      d. the Administrative Trustees,

      under which $345,000,000 of 6-1/4% Preferred Securities
      Certificates were issued by the Trust to the Security
      holders.

In its role as Property Trustee, Law Debenture holds legal title
to the Junior Notes, while the Security holders are the
beneficial owners thereof.

Law Debenture complains that the voting procedures proposed by
the Debtors do not provide for solicitation of the Security
holders.

James Matthew Vaughn, Esq., at Porter & Hedges, LLP, in Houston,
Texas, points out that under the Indenture and the Trust
Preferred Agreement, Law Debenture has no express right to vote
on a Chapter 11 plan.  Since Law Debenture only holds bare legal
title to the Junior Notes, Mr. Vaughn contends that the Security
holders being the beneficial holders of the Junior Notes should
vote on the First Amended Plan.  Additionally, under Rule 3017(e)
of the Federal Rules of Bankruptcy Procedure, the Securityholders
should be solicited to vote on the First Amended Plan.

Because the Trust Preferred Agreement assumes that on Mirant's
bankruptcy filing the Junior Notes will be distributed to the
Security holders, and does not set forth any procedures for Law
Debenture as Property Trustee to vote on a plan of reorganization
on behalf of the Security holders, Mr. Vaughn says it is not
clear how Law Debenture as Property Trustee could vote.

Had the Junior Notes been distributed to the Security holders
following Mirant's bankruptcy filing, as was required by the
Trust Preferred Agreement, the Security holders would be voting
on the First Amended Plan under the terms of the Proposed Voting
Procedures Order, Mr. Vaughn points out.

Thus, the Debtors' determination not to distribute the Trust
Preferred Securities should not be a justification for not
soliciting the Security holders.  Moreover, even if distribution
of the Junior Notes to Security holders is impractical due to
certain securities law compliance fees, the ability of the
Security holders to vote on the First Amended Plan is a separate
matter, which should not be impeded because of that issue, Mr.
Vaughn asserts.

Should the Court overrule the Property Trustee's objection, Law
Debenture asks the Court to direct the Debtors to send
Solicitation Packages to the Security holders and to include in
those packages a letter that will direct Law Debenture to vote on
the Security holders' behalf.  In this instance, Law Debenture
will only vote on the basis of:

   (a) the Security holders' written instruction; and

   (b) an adequate indemnity from the instructing Security
       holders against any claims or liabilities arising from
       following their directions in casting the vote.

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


MIRANT CORP: Brazos Plans to Transfer $4.3M Claim to Deutsche Bank
------------------------------------------------------------------
Brazos Electric and Power Cooperative, Inc., informs the U.S.
Bankruptcy Court for the Northern District of Texas that it
intends to transfer its Claim No. 7869 for $4,319,523 against
Mirant Corporation and its debtor-affiliates to Deutsche Bank
Securities, Inc.

As reported in the Troubled Company Reporter on Feb 16, 2005, the
Debtors and Brazos Electric settled their dispute over the
Debtors' rejection of a Power Purchase and Sale Enabling Agreement
inked among the Debtors, Brazos Electric, and Southern Company
Energy Marketing, LP, the predecessor to Mirant Americas Energy
Marketing, LP.

Under the settlement agreements Brazos is allowed a $3,543,089
claim, in full and final satisfaction of all its prepetition
claims against the Debtors.

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


MIRANT CORP: Equity Committee Wants to Expand Examiner's Powers
---------------------------------------------------------------
Mirant Corporation and its debtor-affiliates have identified
certain claims and causes of action against their former parent
company, The Southern Company.  These claims and causes of action
relate to Mirant's spin-off from the parent company.  The
potential the value of the claims exceeds $1.9 billion.

Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P., in
Austin, Texas, tells the Court that without a tolling agreement,
the statute of limitations on some of the potential claims and
causes of action may expire as early as July 13, 2005.

Accordingly, it is imperative to commence and pursue the
litigation against Southern Company, as there's no enough time
left.  The Debtors on the other end have yet to produce a draft
complaint detailing the relief that is purportedly to be sought,
Mr. Taube informs the Court.

Mr. Taube adds that it is futile for the Equity Committee to
depend on either the Debtors or the Official Committee of
Unsecured Creditors to appropriately pursue the claims because:

   (1) the Debtors have steadfastly refused to aggressively
       pursue them; and

   (2) the Creditors' Committee has failed to cooperate in any
       way with the Equity Committee's efforts to gather
       information about the claims.

Accordingly, the Equity Committee believes that a neutral party
should be appointed to pursue the estate's asset, and looks to
William Snyder, the Chapter 11 Examiner, as the party to pursue
the case.

Mr. Taube reasons that among the duties specified for the
Examiner is the investigation of claims against Southern
Company.  The Examiner has been investigating these claims and
has made reports to Judge Lynn concerning the investigation, and
believes there are valid claims that should be pursued.

Because of the unique circumstances of the case, the Equity
Committee asks the Court to expand the role and powers of the
Examiner to include authority to pursue any and all potential
claims and causes of action that the Debtors' estates may have
possess against Southern Company.

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


ML CBO: Trust Liquidation Cues Moody's to Withdraw Note Ratings
---------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on these
Classes of Notes issued by ML CBO Series 1996-P-1 Limited:

   1) US. $160,200,000 Class A Floating Rate Senior Secured Notes
      Due 2006; and

   2) U.S. $25,100,000 Class B Second Senior Secured Notes Due
      2008.

According to Moody's, the ratings were withdrawn because the
trustee liquidated the trust after a vote of the noteholders.
ML CBO Series 1996-P-1Limited closed in May of 1996.

The ratings of these tranches have been withdrawn:

Issuer: ML CBO (Cayman) Limited

Tranche Descriptions:

   * U.S. $162,200,000 Class A Floating Rate Senior Secured Notes
     Due 2006

     Prior rating: A3
     Current rating: Withdrawn

   * U.S. $25,100,000 Class B Second Senior Secured Notes Due 2008

     Prior rating: Ca
     Current rating: Withdrawn


NATIONAL ENERGY: ET Debtors Want Court to Estimate Employee Claims
------------------------------------------------------------------
Before filing for chapter 11 protection, NEGT Energy Trading
Holdings Corporation employed individuals who engaged in the
marketing and trading of electrical energy, capacity and ancillary
services, fuel and fuel services, emission credits and other
energy related products through various markets across North
America, including the over-the-counter and futures markets.  For
the year 2001, in addition to a base salary, the Energy Traders
were eligible to participate in a discretionary short term
incentive plan which had two components -- a base award and a
supplemental award.

Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston LLP,
Baltimore, Maryland, tells Judge Mannes that any Energy Trader
who was awarded a discretionary supplemental incentive award for
the year 2001 was notified in March 2002 of the amount of his or
her award.  Any discretionary supplemental incentive award up to
a maximum amount of $500,000 was paid in March 2002, while any
amount over $500,000 was deferred and was to be paid in equal
installments with accrued interest in October 2002 and 2003.

Mr. Shaffer discloses that ET Holdings paid the portions of the
supplemental incentive awards that were due in March 2002 and
October 2002.  Due to ET Holdings' intervening bankruptcy, the
deferred payments that were scheduled to be paid in October 2003
were not made.  ET Holdings acknowledges that these payments are
due; ET Holdings does not object to proofs of claim based on the
deferred amount that was scheduled to be paid in October 2003.

ET Holdings, however, did not award any discretionary
supplemental incentive awards for the years 2002 or 2003, Mr.
Shaffer says.  Therefore, ET Holdings objects to any proofs of
claim based on purported supplemental incentive awards for those
years.

                    The State Court Litigation

On May 30, 2003, Judith A. Tanselle, Matthew S. Schwieder and
Matthew D. Vincent, all former employees of ET Holdings, filed a
complaint in the Circuit Court for Montgomery County, Maryland,
against ET Holdings and PG&E Corporation.  The lawsuit alleges
various causes of action, all claiming that the Employees should
have received discretionary supplemental incentive awards for the
year 2002.

The State Court Litigation was stayed as to ET Holdings pursuant
to the automatic stay imposed under Section 362(a) of the
Bankruptcy Code.

On October 8, 2003, the Debtors removed the State Court
Litigation to the Bankruptcy Court.  At the Employees' request,
however, the Bankruptcy Court:

   (a) lifted the automatic stay as to ET Holdings for the
       purpose of allowing the State Court Litigation to proceed;
       and

   (b) remanded the State Court Litigation to the State Court.

Currently, the State Court Litigation is in the discovery phase.

                       The Proofs of Claim

The Employees filed three separate proofs of claim against ET
Holdings.  The Employee Claims are based on:

    (i) alleged supplemental incentive awards for the year 2002;

   (ii) treble damages asserted under the Maryland Wage Payment
        and Collection Law; and

  (iii) other, unspecified punitive damages.

In addition, Ms. Tanselle's claim is based on 2001 Deferred
Compensation.

The components of the Claims are:

                            Base Claim     Penalty Claim
                            ----------     -------------
          J. Tanselle       $1,083,727        $3,167,454
          M. Schwieder          70,744         1,141,488
          M. Vincent           296,393         1,592,786

Although the ET Debtors concede that ET Holdings owes Ms.
Tanselle the 2001 Deferred Compensation, they dispute the
validity of the 2002 Compensation Claims and the Penalty Claims.

The ET Debtors assert that no amounts are owed to Messrs. Vincent
and Schwieder and that ET Holdings owes Ms. Tanselle $80,000 on
account of the 2001 Deferred Compensation.  ET Holdings has no
additional obligation to Ms. Tanselle.

By this motion, the ET Debtors ask the Court to disallow the
Penalty Claims as matter of law.

Mr. Shaffer tells Judge Mannes that the Penalty Claims cannot be
allowed regardless of the outcome of the State Court Litigation.
Mr. Shaffer argues that the Penalty Claims are punitive rather
than compensatory and, accordingly, should be disallowed as a
matter of bankruptcy law.  The Punitive Damages Claims are
expressly punitive, as they are for unspecified "punitive
damages," asserted for $1 million for each Employee.  The Treble
Damages Claims asserted under the Maryland Wage Payment and
Collection Law are also punitive, Mr. Shaffer says.

The Penalty Claims should also be disallowed pursuant to the
ET/Quantum Plan and the express terms of the Confirmation Order.
The ET/Quantum Plan is a liquidating plan that comports with
distribution scheme that would apply in a Chapter 7 liquidation.

The Debtors further ask the Court to establish the amount of the
Base Claims as the maximum possible allowed amount of the
Employee Claims for distribution purposes.

"Estimating the Employee Claims in amounts that exclude the
Penalty Claims would allow the ET Debtors to reduce the reserves
for Disputed Claims associated with the Employee Claims by the
amount of the Penalty Claims, thereby allowing for concomitantly
larger interim distributions to creditors," Mr. Shaffer says.
"It would also expedite and streamline the litigation process
and, thereby, maximize distributions to creditors."

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company and
its debtor-affiliates filed for Chapter 11 protection on July 8,
2003 (Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin
T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P.,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$7,613,000,000 in assets and $9,062,000,000 in debts.  NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and that plan took effect on Oct. 29, 2004.

The Hon. Paul Mannes confirmed NEGT Energy Trading Holdings
Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET
Investments Corporation, NEGT Energy Trading - Power, L.P., Energy
Services Ventures, Inc., and Quantum Ventures' First Amended Plan
of Liquidation on Apr. 19, 2005.  The Plan took effect on May 2,
2005.  (PG&E National Bankruptcy News, Issue No. 44; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NBTY INC: Inks Pact to Acquire Solgar Vitamin for $115 Million
--------------------------------------------------------------
NBTY, Inc. (NYSE: NTY) signed a contract to acquire substantially
all the assets of Solgar Vitamin and Herb, a division of Wyeth
Consumer Healthcare (Wyeth NYSE: WYE), for $115 million.

Solgar(R), a prominent supplement company established in 1947, had
sales for 2004 of approximately $105 million.  Included in the
acquisition are net assets of approximately $64 million.  The
purchase price will be adjusted based upon the actual net assets
transferred at closing.  The transaction is subject to regulatory
and other customary approvals and is expected to close by August
2005.

Solgar(R) manufactures and distributes premium-branded nutritional
supplements including multivitamins, minerals, botanicals and
specialty formulas designed to meet the specific needs of men,
women, children and seniors.  Solgar's headquarters and major
manufacturing facility are located in Bergen County, New Jersey.

Solgar's products are sold at nearly 5,000 health food stores,
natural product stores, natural pharmacies and specialty stores
across the United States.  In addition, Solgar's products are sold
internationally in 40 countries including North and South America,
Asia, the Middle East, Europe, South Africa, Australia and New
Zealand.

NBTY Chairman and CEO Scott Rudolph, said, "Solgar will strengthen
NBTY's presence in the health food store market.  The Solgar brand
will be focused on serving the needs of the independent health
food store across the United States.  It is a significant
opportunity for NBTY to grow both domestically and
internationally."

Banc of America Securities LLC acted as the sole financial advisor
to NBTY.

                       About the Company

NBTY Inc. -- http://www.NBTY.com/-- is a leading vertically
integrated manufacturer and distributor of a broad line of high-
quality, value-priced nutritional supplements in the United States
and throughout the world.  The Company markets approximately 2,000
products under several brands, including Nature's Bounty(R),
Vitamin World(R), Puritan's Pride(R), Holland & Barrett(R),
Rexall(R), Sundown(R), MET-Rx(R), WORLDWIDE Sport Nutrition(R),
American Health(R), GNC (UK)(R), DeTuinen(R) and Le Naturiste(TM).


                        *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Standard & Poor's Ratings Services placed its ratings on NBTY
Inc., including its 'BB' corporate credit rating, on CreditWatch
with negative implications.  The Bohemia, New York-based vitamin,
mineral, and supplement manufacturer had total debt outstanding of
$292 million as of March 31, 2005.

The CreditWatch listing follows the announcement by NBTY that it
has signed a contract to acquire substantially all the assets of
Solgar Vitamin and Herb for approximately $115 million.  Solgar,
an operating unit of Wyeth Consumer Healthcare, a division of
Wyeth (A/Negative/A-1), manufactures and distributes nutritional
supplements.  The transaction is expected to be debt financed and
is expected to close by August 2005, subject to regulatory
approval.  Standard & Poor's will review NBTY's near- and longer-
term growth objectives, operating outlook, and overall financial
policies to resolve the CreditWatch listing.


OCA INC: Inks Pact to Settle Subsidiary Lawsuits
------------------------------------------------
OCA Inc. entered into an agreement to settle lawsuits and disputes
pending between its subsidiary, OrthAlliance, Inc., and 60
affiliated practitioners who represent 54 affiliated practices.
Under the terms of the settlement agreement, the practices bought
out of their service agreements with OrthAlliance and all parties
agreed to dismiss their claims.  The Company anticipates that this
settlement will result in a non-cash loss-on-sale of assets
estimated at $6.1 million, net of income tax benefit, during the
fourth quarter of 2004, in connection with the write-off of
intangibles, goodwill and other assets associated with these
practices.

The Company is currently in talks with its bank lenders regarding
an additional extension and waiver on its Form 10-K and Form 10-Q
report filing deadline.  The Company anticipates further delay in
completing its 2004 financial statements by the June 30, 2005,
extension.

                        About the Company

OCA Inc. -- http://www.4braces.com/-- is the leading provider of
business services to orthodontists and pediatric dentists.  The
Company's client practices provide treatment to patients
throughout the United States and in Japan, Mexico, Spain, Brazil
and Puerto Rico.


OCA INC: Lenders Extend Report Filing Deadline Until June 30
------------------------------------------------------------
OCA, Inc.'s (NYSE:OCA) bank lenders agreed to extend until
June 30, 2005, the deadlines under OCA's senior credit facility
for filing its 2004 Form 10-K and Form 10-Q for the first quarter
of 2005.  The Company anticipates further delay in completing its
2004 financial close process and audit and in filing the Form 10-K
and Form 10-Q, and is currently in discussions with its lenders
about obtaining an additional extension and waiver.  OCA has
engaged Alvarez & Marsal, LLC, a leading corporate advisory firm,
to facilitate discussions with the Company's lenders and to assist
with finance, audit and other management functions.

The extension under the credit facility limits the amount that the
Company may borrow under its revolving line of credit until it
files the Form 10-K and Form 10-Q.  To provide the Company with
additional capital and liquidity, OCA's Chief Executive Officer,
Bart F. Palmisano, Sr., has committed to extend a $2 million
unsecured loan to the Company.  Mr. Palmisano also has terminated
the Company's lease of an aircraft owned by an affiliate of Mr.
Palmisano, saving the Company an estimated $1.1 million of lease
and operating costs annually.  The Company is also temporarily
curtailing the capital-intensive development of de novo centers,
which typically require expenditures of about $350,000 to $380,000
to develop in the United States.  The Company developed 55 de novo
offices in 2004 and 15 de novo offices during the first quarter of
2005, and had 13 de novo offices in development at March 31, 2005.

Bart F. Palmisano, Sr., OCA's Chief Executive Officer, President
and Chairman, commented, "Our core business remains strong and we
are fully committed to ensuring that our affiliated practices have
the services and support they need to continue providing high
quality care to their patients.  I am confident that the decisive
actions being taken by OCA's Board and management will strengthen
the Company and improve its financial flexibility."

                     Financial Restatements

The Company has identified certain errors in its calculation of
patient receivables reported during 2004, and has determined that
the amount of patient receivables reported at each of March 31,
June 30 and September 30, 2004, was overstated by material
amounts.  The Company continues to review these receivables and
their impact on patient revenue, and has not yet determined the
amount by which they were overstated.  The Company's Audit
Committee has concluded that, due to these overstatements, these
previously issued quarterly financial statements will need to be
restated and should no longer be relied upon.  The Company is also
reviewing a number of other accounting matters and accounts, and
has identified a number of potential prior period financial
statement account errors.  These matters do not impact the amounts
reported to affiliated practices because these are determined on a
cash basis.  The Company is working with its current and former
independent registered accounting firms to refine its estimates of
potential adjustments.

                        Special Committee

The Company's Board of Directors has appointed a Special Committee
to review certain journal entries recorded in the Company's
general ledger, the circumstances in which they originated and
their impact on the Company's financial statements.  In addition,
the Special Committee is reviewing certain alleged changes in data
provided to the Company's independent registered public accounting
firm.  The Special Committee, comprised of independent directors
Ashton J. Ryan, Jr. and Kevin M. Dolan, is engaging special
counsel to advise it in connection with the review.  Pending
completion of the internal review, the Company has placed
Bartholomew F. Palmisano, Jr., the Company's Chief Operating
Officer, on administrative leave.

Ashton J. Ryan, Jr., Chairman of the Board's Special Committee,
said, "We are assembling an experienced team of lawyers and
accountants to assist the Special Committee with its review.  We
will gather the facts as promptly as we can and take whatever
action is appropriate."

Bart F. Palmisano, Sr., commented further, "I pledge my personal
cooperation, along with that of the entire management team, as the
Special Committee conducts its review."

                     About Alvarez & Marsal

Founded in 1983, Alvarez & Marsal is a global professional
services firm that helps businesses organizations in the corporate
and public sectors navigate complex business and operational
challenges. With professionals based in locations across the US,
Europe, Asia, and Latin America, Alvarez & Marsal delivers a
proven blend of leadership, problem solving and value creation.
Drawing on its strong operational heritage and hands-on approach,
Alvarez & Marsal works closely with organizations and their
stakeholders to help navigate complex business issues, implement
change and favorably influence outcomes

                        About the Company

OCA Inc. -- http://www.4braces.com/-- is the leading provider of
business services to orthodontists and pediatric dentists.  The
Company's client practices provide treatment to patients
throughout the United States and in Japan, Mexico, Spain, Brazil
and Puerto Rico.


OWENS CORNING: Court Appoints Mediator for MiraVista Dispute
------------------------------------------------------------
To facilitate the resolution of MiraVista-related claims, the
U.S. Bankruptcy Court for the District of Delaware appoints Judge
Coleman F. Fannin (Ret.), as Mediator, effective May 4, 2005.

John and Kathleen Stratton, Robert and Linda Lopez, and Anne
Rudin asked the Court in early 2004 to certify a class of holders
of claims against Owens Corning defined as:

   "All owners of residential or commercial real property who
   Purchased MiraVista Tiles prior to October 5, 2000 and
   thereafter installed Mira Vista Tiles."

The Claimants asked the Court to certify the Class as a non opt-
out class under Rule 23(b)(1) of the Federal Rules of Civil
Procedure.  The Debtors and the MiraVista Claimants have exchanged
barbs on the matter for more than a year already.

The Mediator will report periodically to the Bankruptcy Court the
status of the parties' negotiations.  Del. Bankr. LR 9019-3(d)
requires Judge Fannin to comply with the confidentiality of
mediation proceedings and information disclosed during those
negotiations.

The reasonable fees and disbursements incurred by Judge Fannin
will be borne by the Debtors and will be paid based on a $10,000
mediation fee per day, which will include all his costs and
expenses for each partial or full day of mediation.  All
preparation and follow-up will be billed at an hourly rate of
$750, which includes costs and expenses.

The Debtors and counsel for the MiraVista Claimants will have the
right to terminate the mediation process and the appointment of
the Mediation at any time, subject to Court approval.

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


PASADENA GATEWAY: Trusts Want Chapter 11 Case Dismissed
-------------------------------------------------------
Robert Taylor, the substitute trustee for the Mary Beth Clawson
1986 Trust, Elizabeth Kathleen Riddle 1986 Trust, and
The Elizabeth Marenfield 1986 Trust, asks the U.S. Bankruptcy
Court for the Southern District of Texas, to dismiss the chapter
11 case of Pasadena Gateway Venture, Ltd.

The Trusts are contesting ownership of the Debtor's single asset:
a 280-acre tract of land that is located near the intersection of
Highway 225 and Beltway 8 in Pasadena, Texas.  That claimed
interest is involved in State court litigation initiated by
Beltway Green Partnership, Ltd., the entity that sold the real
property to the Debtor for $7.5 million.

The Debtor sought bankruptcy protection to stay this litigation.
According to the Debtor, its dispute with the Trusts is preventing
it from running its business, from selling or developing the
Property, and from paying its obligations as they become due.
Leonard H. Simon, Esq., at Pendergraft & Simon L.L.P., in Houston,
Texas, the Trusts' counsel, asserts these facts point to a bad
faith chapter 11 filing by the Debtor.  The Trusts believes the
state court is the proper venue to resolve the litigation.  Mr.
Simon says the two-party dispute "does not implicate the policies
behind chapter 11."

The Debtor and its secured creditor, First Continental Investment
Co. Ltd., assert that the Debtor should stay under chapter 11
protection.  The Debtor owes First Continental $2.5 million under
an October 31, 2003, Loan Agreement, and a corresponding
Promissory Note.

Headquartered in Houston, Texas, Pasadena Gateway Venture, Ltd.,
filed for chapter 11 protection on April 3, 2005 (Bankr. S.D. Tex.
Case No. 05-34900).  Marilee A Madan, Esq., at Russell & Madan,
P.C., represents the Debtor.  When the Debtor filed for protection
from its creditors, it reported estimated assets of $10 million to
$50 million and estimated debts of $1 million to $10 million.


POLYMER RESEARCH: Ch. 7 Trustee Taps Rosenzweig & Klein as Counsel
------------------------------------------------------------------
Alan Nisselson, Esq., the chapter 7 Trustee overseeing the
liquidation proceedings of Polymer Research Corp., sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of New York to employ Rosenzweig & Klein, LLP, as his
counsel.

The Court converted the Debtor's chapter 11 case to a chapter 7
liquidation proceeding on Feb. 25, 2005.

Rosenzweig & Klein will:

   a) advise the Trustee of his powers and duties in the Debtor's
      chapter 7 case and to commence any actions appropriate in
      the case;

   b) assist and advise the Trustee of legal remedies and other
      steps necessary to maximize recovery to the estate for the
      benefit of the Debtor's creditors and other parties in
      interest;

   c) assist the Trustee in the review, analysis and possible
      objections to claims filed against the Debtor's estate; and

   d) provide all other legal services to the Trustee that are
      necessary in the Debtor's bankruptcy case.

Mr. Nisselson, a Member at Rosenzweig & Klein, serves as his own
counsel.  Mr. Nisselson discloses that the Firm will seek
compensation from the Debtor's estate for its retainer and
professionals' fees and expenses pursuant to Sections 330 and 331
of the Bankruptcy Code.

The chapter 7 Trustee has not yet received Rosenzweig & Klein's
hourly billing rates for its professionals performing
legal services.

To the best of the Trustee's knowledge, Rosenzweig & Klein is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Brooklyn, New York, Polymer Research Corp. of
America -- http://www.polymer-ny.com/-- was a company devoted to
research and development of utilizing a proprietary process called
chemical grafting.  The Company filed for chapter 11 protection on
October 1, 2004 (Bankr. E.D.N.Y. Case No. 04-24036). Randy M.
Kornfeld, Esq., at Stavis & Kornfeld LLP, represents the Debtor.
When the Debtor filed for chapter 11 protection, it listed
$15,000,000 in total assets and $5,033,000 in total liabilities.
The Court converted the Debtor's case to a chapter 7 liquidation
proceeding on Feb. 25, 2005. Alan Nisselson, Esq., is the chapter
7 Trustee for the Debtor's estate.


POLYMER RESEARCH: Ch. 7 Trustee Taps Eisner LLP as Accountants
--------------------------------------------------------------
Alan Nisselson, Esq., the chapter 7 Trustee overseeing the
liquidation proceedings of Polymer Research Corp., sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of New York to employ Eisner, LLP, as his accountants and
financial consultants.

Eisner LLP will:

   a) conduct necessary financial investigations, including the
      investigation of the possibility of transfers of assets for
      less than fair market value, the existence of insider
      transactions, preference payments and fraudulent transfers
      and the Debtor's significant pre-petition financial
      transactions;

   b) investigate and review the sources of cash capital and other
      funds obtained by Debtor, and to ascertain the manner by
      which those funds were disbursed, applied or invested;

   c) assist the Trustee in the review of claims, including those
      filed by taxing authorities and investigate the Debtor's
      pre-petition accounting operations;

   d) assist the Trustee in the investigation of the Debtor's
      pre-petition accounts, conduct, property, liabilities and
      financial condition, including the operation of its
      business;

   e) prepare the Estate's annual income tax returns; and

   f) perform all other accounting and financial consulting
      services as may be required by the Trustee in the Debtor's
      case

David Ringer, C.P.A., a Partner at Eisner LLP, reports the Firm's
professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Partners                   $340
      Managers                $210 - $290
      Supervisors             $160 - $210
      Senior Staff            $135 - $160
      Staff Assistants
       and Paraprofessionals   $85 - $135

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

Headquartered in Brooklyn, New York, Polymer Research Corp. of
America -- http://www.polymer-ny.com/-- was a company devoted to
research and development of utilizing a proprietary process called
chemical grafting.  The Company filed for chapter 11 protection on
October 1, 2004 (Bankr. E.D.N.Y. Case No. 04-24036). Randy M.
Kornfeld, Esq., at Stavis & Kornfeld LLP, represents the Debtor.
When the Debtor filed for chapter 11 protection, it listed
$15,000,000 in total assets and $5,033,000 in total liabilities.
The Court converted the Debtor's case to a chapter 7 liquidation
proceeding on Feb. 25, 2005.  Alan Nisselson, Esq., is the chapter
7 Trustee for the Debtor's estate.  Rosenzweig & Klein, LLP,
represents the chapter 7 Trustee.


PRINTPACK HOLDINGS: S&P Withdraws BB Rating On Company's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' corporate
credit and secured bank loan ratings on Printpack Holdings Inc. at
the company's request.

"Prior to today's rating action, the ratings and positive outlook
reflected Printpack's position as a leading domestic player in the
flexible packaging market," said Standard & Poor's credit analyst
Franco DiMartino.

Atlanta, Georgia-based Printpack, with revenues of more than $1
billion, enjoys a leading market share in packaging for salted
snack foods, as well as niche positions in packaging for cookies,
confectionery, and bakery products.  However, these positives are
offset by strong competition from alternative suppliers and
substitute products, slow growth in core end markets, intensified
pricing pressures, and temporary pressure on operating margins in
light of increased raw-material costs, namely polyethylene and
polypropylene resins.


PROVIDENT PACIFIC: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Provident Pacific Corporation
        1606 Juanita Lane, Suite A
        Belvedere, California 94920

Bankruptcy Case No.: 05-11435

Chapter 11 Petition Date: June 8, 2005

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Michael H. Lewis, Esq.
                  Law Offices of Michael H. Lewis
                  555 Montgomery Street, #1155
                  San Francisco, California 94111
                  Tel: (415) 296-1460

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
J. Reilly Contracting, Inc.   Trade debt                $600,000
365 Ranchitos Del Sol
Aptos, CA 95003

Kirkwood Mountain Resort      Trade debt                $112,000
P.O. Box 1
Kirkwood, CA 95646

L&W Supply Corp.              Trade debt                 $90,741
1325 East Julian
San Jose, CA 95116

Kirkwood Master Owners        Assessment                 $28,147
Association

Plastiras & Terrizzi          Trade debt                  $9,800

Kirkwood Real Estate          Trade debt                  $8,452

Image Advertising             Trade debt                  $7,631

East Meadows Homeowners       Trade debt                  $3,942
Association

Sheldon Land Surveying, Inc.  Trade debt                  $3,843

Babcock Design                Trade debt                  $2,400

Blaise D' Angelo              Trade debt                  $1,488

Jack Frost                    Trade debt                    $950

Mountain Utilities            Trade debt                    $388

Glen Robinson                 Trade debt                    $360

Carl's Blue Printing          Trade debt                    $101


QWEST COMMS: Increases Sr. Debt Securities Offering to $1.75 Bil.
-----------------------------------------------------------------
Qwest Communications International Inc. (NYSE:Q) and its Qwest
Corporation subsidiary priced an offering of $1.75 billion
aggregate principal amount of senior debt securities.  Reacting to
strong demand, the company increased the previously announced
offering by 40 percent from $1.25 billion to $1.75 billion.

The debt securities will be issued in three series:

   -- an eight-year senior note series with a floating interest
      rate determined by LIBOR (London Interbank Offered Rate)
      plus 325 basis points, with an aggregate principal amount of
      $750 million at QC;

   -- a ten-year senior note series priced at 7.625 percent with
      an aggregate principal amount of $400 million at QC;

   -- a nine-year senior note series priced to yield 8.875 percent
      with an aggregate principal amount of $600 million at Qwest
      Communications International Inc. (QCII).

"We're pleased with the strong demand and success of this offer,"
said Oren G. Shaffer, Qwest vice chairman and CFO.  "This series
of transactions further strengthens our financial position by
improving liquidity and extending maturities, without altering our
debt profile."

The QC floating interest rate note and the ten-year note were
priced at par.  The QCII nine-year note with a coupon of 7.50
percent was priced at approximately $918.27 per $1,000 principal
amount.  The net proceeds of the offering will be used for general
corporate purposes, including repayment of indebtedness, and
funding and refinancing investments in the company and its
subsidiaries' telecommunications assets.

Concurrent with the initial announcement of this offering, the
company announced an offer to purchase for cash up to $904 million
aggregate principal amount of its specified series of outstanding
debt securities at Qwest Services Corporation and QC.  In
addition, the company plans to call $750 million of its
$1.25 billion Term Loan at QC.

The sales of the fixed rate notes and the floating rate notes are
expected to close on June 17, 2005.

The company placed the securities in a private placement
transaction pursuant to Rule 144A under the Securities Act of
1933, as amended.  The notes have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.

                        About the Company

Qwest Communications International Inc. (NYSE:Q) --
http://www.qwest.com/-- is a leading provider of voice, video and
data services.  With more than 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

At March 31, 2005, Qwest Communications' balance sheet showed a
$2,564,000,000 stockholders' deficit, compared to a $2,612,000,000
deficit at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on June 9, 2005,
Standard & Poor's Ratings Services assigned its 'B' rating to
Denver, Colorado-based telephone company Qwest Communications
International Inc.'s proposed offering of senior unsecured notes
due 2014 (a tack-on to the existing 7.5% notes due 2014), and its
'BB-' rating to incumbent local exchange carrier operating
subsidiary Qwest Corp.'s proposed offering of senior unsecured
notes due 2013 and 2015.  All are 144A with registration rights.

Qwest has not indicated the size of these respective note
issuances, and has only specified that the combined offering is
expected to be $1.25 billion.  Proceeds from the three debt issues
will be used for general corporate purposes, including funding or
refinancing its investments in telecommunications assets.

"The tack-on debt issue at Qwest is two notches lower than the
BB-/Developing/B-2 corporate credit rating, to reflect its junior
position relative to a substantial amount of other obligations,
including approximately $7 billion of debt at Qwest Corp., pro
forma for the new debt issuances and debt tenders," said Standard
& Poor's credit analyst Catherine Cosentino.


RAHWAY HOSPITAL: Moody's Affirms Ba2 Rating on $22.6 Million Bonds
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating on Rahway
Hospital's Series 1998 bonds ($22.6 million outstanding).  The
rating outlook remains negative.

The Ba2 rating is attributable to:

                         Strengths

   * Legal affiliation with A2 rated Robert Wood Johnson
     University Hospital (New Brunswick) which we believe has
     aided Rahway with its financial and strategic planning and
     direction.

   * Third year of growing volumes after multiple years of
     declining trends.

   * Maintenance of cash position, due in part to the use of
     Series 2003 bond proceeds to fund expansion of emergency room
     and upgrade of radiology department, and a liquidity covenant
     which requires the hospital to maintain 65 days cash on hand
     for the next three years beginning in FY 2005.

                         Weaknesses

   * Weak historical financial performance resulting in below
     average debt coverage measures, further challenged by a very
     high reliance on Medicare (63.8% of gross revenues).

   * A likely increase in debt with a $3.6 million loan guaranty
     by Rahway Hospital to fund the construction of a new fitness
     center in a higher growth area of central New Jersey.

   * Rapidly aging plant with only $2.5 million budgeted for
     capital in FY 2005, which is due, in part, to other liquidity
     pressures related to a required $3.3 million pension
     contribution in FY 2005.

                     Recent Developments

Rahway Hospital (now doing business as Robert Wood Johnson
University Hospital at Rahway) continues to post weak earnings in
spite of admissions growth.  In FY 2004, the hospital reported an
operating loss of $1.8 million (-1.8% operating margin) and $3.5
million operating cash flow which equates to a below average 3.4%
operating cash flow margin.  Aside from a one-year improvement in
FY 2003 (breakeven results), FY 2004 margins are on par with
historical performance levels.  FY 2004 debt coverage indicators
are below average with 10.4 times debt to cash flow and 1.6 times
maximum annual debt service coverage.  The absence of Medicare
outlier revenues and higher-than-expected salary and benefit
expenses contributed to FY 2004 results.

Unrestricted cash held steady at $18.2 million (66 days cash on
hand) and 55% cash-to-debt, in large part due to the use of the
Series 2003 bond funds ($11 million) for the emergency department
expansion and other capital needs.  Leverage will increase during
FY 2005 by $3.6 million as Rahway will provide a loan guarantee to
fund a new Fitness Center in the Westfield/Scotch Plains area,
even while the hospital's capital budget is a minimal $2.5 million
in FY 2005.  Cash flow would need to increase materially to
provide greater capital resources to invest in the plant and
reduce the very high age of plant (18.3 years) while still meeting
the days cash on hand requirement.  Moody's note that the pension
plan has been frozen and a defined contribution plan in now in
place, which should reduce long-term contributions into the plan.

Irrespective of historical financial performance, Moody's view the
legal affiliation with A2 rated Robert Wood Johnson University
Hospital as a credit positive and believe that the "halo" affect
of the affiliation has been a primary reason for the volume
increases.  RWJ has also aided Rahway in its managed care
negotiations and other strategic planning.  While not legally
obligated on Rahway's debt, Moody's does not believe that it would
allow Rahway to miss a debt service payment.

                         Outlook

The rating outlook remains negative and reflects Moody's belief
that there will be continued financial pressure on Rahway Hospital
which will likely contribute to below average debt coverage
measures.

                What could change the rating - Up

Much improved and sustainable financial performance and liquidity;
further growth in volumes

                What could change the rating - Down

Material decline in financial performance or liquidity; reversal
of the recent volume growth, increased competition

                        Legal Analysis

Bonds are secured by a gross revenue pledge of Rahway Hospital.
The Series 2003 bonds are backed by a Letter of Credit from
Wachovia Bank and rated Aa2/VMIG1.

                     Interest Rate Swaps

Floating to Fixed Rate Swap with Wachovia Bank based on $11
million notional amount; expires 2010; the swap was favorable to
Rahway Hospital in FY 2004; management reports that there are no
collateral requirements

                   Key Indicators (FY 2004)

   * Admissions: 7,594

   * Total Operating Revenue: $102.2 million

   * Net revenue available for debt service: $4.6 million (assumes
     6% return on unrestricted liquidity for investment income)

   * Total unrestricted cash: $18.2million

   * Total debt outstanding: $33.4 million

   * Operating cash flow margin: 3.4%

   * Cash-to-debt: 54%

   * Debt-to-cash flow: 10.4 times

   * Days cash on hand: 66.4 days

   * Maximum annual debt service coverage based on actual
     investment income: 1.18 times

Moody's-adjusted maximum annual debt service coverage: 1.56 times
(assumes 6% return on unrestricted liquidity for investment
income)


RESIDENTIAL ACCREDIT: High Losses Spur Fitch to Junk Ratings
------------------------------------------------------------
Fitch Ratings has taken action on these Residential Accredit Loan,
Inc. mortgage-pass through certificates:

Residential Accredit Loans, Inc., mortgage asset-backed pass-
through certificates, series 2001-QS17

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 affirmed at 'AA';
     -- Class M-3 affirmed at 'A';
     -- Class B-1 affirmed at 'BBB';
     -- Class B-2 downgraded to 'CCC' from 'B'.

The affirmations, affecting over $27.9 million of certificates,
are due to stable collateral performance and small to moderate
growth in credit enhancement.

The negative rating action taken on class B-2 affecting $750,758
of certificates, is due to high delinquencies and losses.  The
future loss expectancy with regard to loans currently in
foreclosure and REO is estimated to be just over $218,000.

The collateral consists of conventional, fully amortizing 30-year
fixed-rate, mortgage loans secured by first liens on one- to four-
family residential properties.

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


RESORT AT SUMMERLIN: Combined Confirmation Hearing Set for June 16
------------------------------------------------------------------
The Honorable James M. Marlar of the U.S. Bankruptcy Court for the
District of Nevada will convene a hearing at 1:30 p.m., on
June 16, 2005, to consider the adequacy of the Disclosure
Statement and a request to confirm the Liquidating Plan of
Reorganization filed by The Resort at Summerlin, Limited
Partnership and its debtor-affiliate, The Resort at Summerlin,
Inc.

On the Plan's Effective Date, all property of the Debtors' estates
will be vested in Wilmington Trust Co., one of the Debtors'
primary secured lenders and successor to the Administrative Agent.
The Plan will be funded by the proceeds of the Debtors' assets,
including those funds that are currently in the Debtors' operating
accounts.

The Plan groups claims and interests into 10 classes.

Impaired Claims consist of:

   a) Senior Lender Claims, owed approximately $49 million will
      receive all assets and property of the Debtor, including:

       (i) the judgment of $3,000,000 entered by the Bankruptcy
           Court in favor of the Debtor against J.A. Jones
           Construction Company and all other claims and causes of
           action of the Debtor against J.A. Jones,

      (ii) all claims of the Debtor against the parties listed in
           Exhibit A of the Plan under the judgments and
           settlement agreements relating to claims by the Debtor
           against those parties, and

     (iii) all other claims and causes of action of the Debtor and
           all cash and bank deposits of the Debtor;

   b) PDS Claims will be entitled to all consideration provided to
      them under the terms of the "Order re Motion to Approve
      Settlement Agreement with PDS Gaming Corporation-Nevada
      f/k/a Financial Corporation-Nevada" entered by the Court on
      Dec. 14, 2001;

   c) Other Secured Claim holders will receive the property
      securing those claims, to the extent that any Allowed Other
      Secured Claims exist;

   d) Subordinated Note Claims will not receive any distribution
      under the Plan;

   e) General Unsecured Claims will not receive any distribution
      under the Plan;

   f) Equity Interests in The Resort at Summerlin Limited
      Partnership and Equity Interests in The Resort at Summerlin,
      Inc. will be cancelled on the Effective Date without further
      action by the Debtors or notice to the holders of those two
      equity interests.

Unimpaired Claims consist of:

   a) Mechanics Lien Claims will be entitled to assert all rights
      available to those holders under applicable law and to the
      extent those claims holders assert unsecured claims, those
      claims will be classified under general unsecured claims;

   b) Other Priority Claims will receive, to the extent that
      Allowed Other Priority Claims exist, cash equal to the
      amount of those Allowed Claims and other treatment to which
      the Debtor and those claims holders will agree in writing;
      and

   c) Insured Claims will retain their legal, equitable or
      contractual rights under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=050609021059

A full-text copy of the Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050609020700

Headquartered in Las Vegas, Nevada, The Resort at Summerlin,
Limited Partnership owns and operates The Regent Las Vegas, a
luxury hotel, casino and spa complex located in Las Vegas.  The
Company and its debtor-affiliate filed for chapter 11 protection
on Nov. 21, 2000 (Bankr. D. Nev. Case No. 00-18878).  Laurel E.
Davis, Esq., at Lionel Sawyer & Collins represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed total assets of
$296,366,000 and total debts of $365,802,000.


REXAIR LLC: S&P Rates $144 Million Senior Secured Loan at B
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Rexair LLC.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '5' to Rexair's proposed $144 million senior
secured bank facilities, indicating that the secured lenders can
expect negligible (0%-25%) recovery of principal in the event of a
payment default.  The bank loan rating and accompanying analysis
are based on preliminary documentation and subject to review once
final documentation has been received.

The outlook is stable.  Pro forma for the transaction, Troy,
Michigan-based Rexair will have approximately $124 million of debt
outstanding.

"The ratings on Rexair reflect the risks of direct-sales
distribution and the discretionary nature of its products, its
narrow business focus, and aggressive financial profile," said
Standard & Poor's credit analyst Jean C. Stout.

Rexair, founded in 1935, is a leading manufacturer of premium
household canister vacuum cleaning systems.  The company sells its
products through a network of independent global distributors,
with about half of its sales and profits derived from the U.S.
Still, the more than $3 billion U.S. vacuum cleaning industry is
mature and highly competitive, with several significantly larger
companies that possess greater financial resources. Moreover,
Rexair holds only a nominal share of the overall U.S. vacuum
cleaning market, even though it is a leading participant in the
segment for premium-priced direct sale vacuums.

In addition, given Rexair's participation in the premium priced
sector of the market, weakening economic conditions could affect
future financial performance.  Indeed, Rexair has experienced unit
volume declines recently.  Furthermore, as a result of the
proposed transaction, the company's overall financial profile and
credit protection measures (adjusted for operating leases) will be
appropriate for its rating.  The transaction will add about $120
million of debt.


SALOMON BROTHERS: Good Credit Support Cues Fitch to Raise Ratings
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Salomon
Brothers Mortgage Securities VII, Inc. mortgage pass-through
certificates:

   SBMS VII, Inc., series 2002-HYB1 Group 1

     -- Class A-1 affirmed at 'AAA';
     -- Class M-1 affirmed at 'AAA';
     -- Class M-2 upgraded to 'AAA' from 'AA';
     -- Class M-3 upgraded to 'AAA' from 'A';
     -- Class B-1 upgraded to 'AAA' from 'BBB';
     -- Class B-2 upgraded to 'AA' from 'BB'.

   SBMS VII, Inc., series 2002-HYB1 Group 2

     -- Class A-2 affirmed at 'AAA'.

   SBMS VII, Inc., series 2002-HYB1 Group 3

     -- Class A-3 affirmed at 'AAA'.

   SBMS VII, Inc., series 2002-HYB1 Group 4

     -- Class A-4 affirmed at 'AAA'.

   SBMS VII, Inc., series 2002-UST1 Group 1

     -- Class A-1, PO affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AAA';
     -- Class B-3 affirmed at 'AAA';
     -- Class B-4 upgraded to 'AA+' from 'AA';
     -- Class B-5 upgraded to 'A+' from 'A'.

   SBMS VII, Inc., series 2002-UST1 Group 2

     -- Class A-2 affirmed at 'AAA'.

The upgrades, affecting $6.57 million of outstanding certificates
are being taken as a result of low delinquencies and losses, as
well as significantly increased credit support levels.

The affirmations, affecting $23.75 million of debt, are due to
stable collateral performance and moderate growth in credit
enhancement. The pools are seasoned from a range of 31 to 36
months. The pool factor (current principal balance as a percentage
of original) is approximately 6% outstanding.

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


SECURITY CAPITAL: Taps UBS Securities to Run Formal Sale Process
----------------------------------------------------------------
Security Capital Corporation (AMEX: SCC) disclosed that, upon the
recommendation of the Special Committee of the Board of Directors,
the full Board of Directors has determined to retain UBS
Securities LLC to conduct a formal sale process for the Company in
order to seek the highest price reasonably obtainable for the
stockholders of the Company.  It is expected that the formal sale
process will commence promptly after the Company files its annual
report on Form 10-K for the fiscal year ended Dec. 31, 2004, which
the Company currently believes will be filed by June 17, 2005.

Brian Fitzgerald, Chairman, President and CEO of the Company,
recommended to the Board that it consider initiating a formal sale
process as the best way to seek to maximize stockholder value.
After interviewing various investment banking firms with respect
to the attractiveness and advisability of such a formal sale
process, the Board asked the Special Committee to provide its
recommendation as to whether the Company should switch to a formal
sale process.  On May 27, 2005, the Special Committee recommended,
and the full Board approved, the formal sale process and the
retention of UBS Securities LLC to conduct the process.  UBS
Securities LLC was retained on June 6, 2005.

In response to a question from the Special Committee, Brian
Fitzgerald, who controls approximately 81% of the Company's common
stock, has declared his full support for the formal sale process
and has committed to sell the shares he controls if appropriate
value is achieved in the transaction.  As a declared seller in the
formal sale process, Mr. Fitzgerald stated to the Board that he
would not participate as a bidder in such process. While the
formal sale process will be conducted by the full Board, the
Special Committee and its legal and financial advisors will
continue to be available to consider any conflicts of interest
that may arise in the process or otherwise address any additional
matters referred to the Special Committee by the Board.

"We have made tremendous progress over the last year and one-half
in addressing various challenges that the Company has faced,"
stated Mr. Fitzgerald.  "At the same time, the market for control
of companies such as ours has recovered considerably.  The Company
is now a stronger and more valuable property, and we owe it to all
of our stockholders to seek out the best price reasonably
obtainable for the Company under these much improved
circumstances."

Mr. M. Paul Kelly, a member of the Special Committee, added that
"the Special Committee and its financial and legal advisors have
worked hard over the past year and one-half to maximize value for
the Company's public stockholders.  The Committee fully supports
the new course of action and believes that a formal sale process
represents the most efficient way to achieve the best result for
the public stockholders."

                        Delisting Notice

Security Capital Corporation received a letter from the American
Stock Exchange, citing the Company's lack of compliance with the
AMEX's continued listing standards and accepting the Company's
plan to regain compliance with the AMEX's continued listing
standards by June 30, 2005, which the Company delivered to the
AMEX on May 18, 2005.

AMEX advised the Company that it is not in compliance with the
AMEX's continued listing standards because the Company failed to
timely file its Form 10-K for the fiscal year ended Dec. 31, 2004
and its Form 10-Q for the quarter ended March 31, 2005, as
required pursuant to Section 1101 of the AMEX Company Guide.  The
May 23, 2005, AMEX letter noted that the Company's failure to
timely file the 2004 Form 10-K and the First Quarter Form 10-Q is
a material violation of the Company's listing agreement with the
AMEX and, therefore, pursuant to Section 1003(d) of the Company
Guide, the Company's securities are subject to suspension and
delisting from the AMEX.  In addition, the Company is subject to
the procedures and requirements of Section 1009 of the Company
Guide.

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Ernst & Young LLP, Security Capital Corporation's principal
accountant, notified the Chairman of the Audit Committee of the
Company's Board of Directors on April 15, 2005, that it declines
to stand for re-appointment as the Company's principal accountant
after completion of the current annual audit of the Company's
financial statements for the fiscal year ended Dec. 31, 2004.

The Company says it will not be able to retain an independent
registered public accounting firm to replace Ernst & Young until
immediately following the filing of the 2004 Form 10-K.

                       About the Company

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.


SERVICE CORPORATION: Moody's Rates Proposed $300M Sr. Notes at Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Service
Corporation International's proposed $300 million of senior notes,
affirmed existing ratings and maintained a stable rating outlook.
The ratings benefit from:

   * consistent free cash flow generation;

   * the company's position as market leader in the death care
     industry; and

   * a stable revenue stream supported by a large backlog of
     preneed funeral and cemetery contracts.

The ratings also reflect:

   * declining death rates in the near term;

   * the increasing trend toward cremation; and

   * the need to remediate numerous material weaknesses in
     internal controls.

Moody's took these rating actions:

   * Assigned $300 million senior unsecured notes, rated Ba3;

   * Affirmed $250 million 6.75% senior unsecured notes, due 2016,
     rated Ba3;

   * Affirmed $351.1 million 7.7% senior unsecured notes, due
     2009, rated Ba3;

   * Affirmed $195 million 6.5% senior unsecured notes, due 2008,
     rated Ba3;

   * Affirmed $55.6 million 7.875% senior unsecured debentures,
     due 2013, rated Ba3;

   * Affirmed $63.8 million 6% senior unsecured notes, due 2005,
     rated Ba3;

   * Affirmed $143.5 million 6.875% senior unsecured notes, due
     2007 (rating to be withdrawn upon completion of the proposed
     tender offer), rated Ba3;

   * Affirmed $149 million 7.2% senior unsecured notes, due 2006
     (rating to be withdrawn upon completion of the proposed
     tender offer), rated Ba3;

   * Affirmed senior unsecured shelf registration, rated (P)Ba3;

   * Affirmed senior subordinated, subordinated, and junior
     subordinated shelf registrations, rated (P) B2;

   * Affirmed senior implied, rated Ba3;

   * Affirmed senior unsecured issuer, rated Ba3;

   * Affirmed speculative grade liquidity rating, rated SGL-2;

The ratings outlook is stable.

The proceeds from the proposed $300 million of senior unsecured
notes and cash on hand are expected to be utilized to finance a
tender offer for all of the company's $149 million senior
unsecured notes due 2006 and $143.5 million senior unsecured notes
due 2007 and pay related fees and expenses.

The ratings reflect Service Corp.'s position as the leading
provider of funeral, cremation and cemetery services in North
America.  Service Corp.'s network is geographically diverse with
businesses in 44 states and 7 Canadian provinces.  The death care
industry remains highly fragmented with about 80% of industry
revenue generated by independent funeral and cemetery operators.

Despite significant challenges, Service Corp's revenues from
comparable (same store) operations have remained relatively stable
over the last few years.  Comparable funeral revenues and cemetery
revenues were $1.1 billion and $0.6 billion, respectively, in each
of 2003 and 2004.  On the funeral side, the company has been
successful in increasing average revenue per funeral using a
national branding strategy based on its "Dignity Memorial" brand.
Cemetery revenues have benefited from the company's focus on
developing and selling high-end cemetery property such as private
family estates.

The ratings benefit from a significant backlog of over $5 billion
of potential revenue derived from preneed funeral and cemetery
contracts supported by trust funds or insurance contracts.
However, future revenues and cash flows will be affected by the
market performance of the trust funds, which are invested in hedge
funds, equity and fixed income securities.

The ratings also reflect certain challenges facing the deathcare
industry.  The number of funeral services performed by the
company's comparable operations declined by 2% in 2004, consistent
with trends reported by other public companies in the industry.
Demographics for the industry are favorable over the long term
with an increasing proportion of the population expected to be
represented by people age 65 and over.

However, the number of deaths in the United States is not expected
to meaningfully increase in the near term due to increases in life
expectancy from healthier lifestyles and improvements in medical
care.  Another significant industry challenge is the increasing
trend towards cremations.  Cremations typically generate lower
revenue and gross profit than a traditional funeral service and
burial.  Service Corp.'s cremation mix has increased about 100 to
150 basis points each year and represented about 40% of total
funeral services performed in 2004.

The ratings also reflect Moody's consideration of the company's
history of financial statement restatements and the material
weaknesses in internal control reported by Service Corp. as of
December 31, 2004.  Service Corp. concluded that it did not
maintain effective internal controls over financial reporting as
of December 31, 2004 and identified numerous material deficiencies
in such areas as revenue recognition and related receivables,
lease accounting, accounts payable and merchandise inventories.
Collectively, these were considered "Category B" weaknesses
pursuant to the framework outlined in Moody's October 2004 Special
Comment "Section 404 Reports on Internal Control: Impact on
Ratings Will Depend on Nature of Material Weaknesses Reported".

Service Corp. outlined a remediation plan to address the material
weaknesses which includes:

   * training;

   * a new point-of-sale information system; and

   * in the short term, additional redundant, compensating and
     monitoring controls above the local operations level.

The company is also planning for longer-term improvements in key
business processes with an emphasis on preventative controls and
system-based controls.  Moody's will continue to evaluate the
company's progress in remediating the internal control
deficiencies.

The stable ratings outlook anticipates relatively flat revenues
and cash flow from operations.  Moody's expects that the company's
continued efforts to reduce costs and grow average revenue per
funeral will offset pressure from declining death rates and
increases in cremation rates.  The stable outlook also anticipates
the timely remediation of internal control weaknesses by the
company.

The outlook or ratings could be upgraded if there is a material
deleveraging or improvement in funeral and cemetery volume such
that free cash flow from operations and cash flow from operations
to total debt can be sustained at approximately 15% and 25%,
respectively.

The outlook or ratings could be downgraded if:

   (1) a reduction in free cash flow due to greater than expected
       declines in funeral and cemetery volume, greater than
       expected increases in cremation rates or a sharp decline in
       trust performance results in a ratio of free cash flow to
       total debt that is expected to remain below 10%;

   (2) the company is unable to remediate internal control
       weaknesses in a timely manner; or

   (3) the company is required to pay a material amount to settle
       outstanding litigation.

The affirmation of the SGL-2 speculative grade liquidity rating
reflects a good liquidity profile, with cash and cash equivalents
on hand and projected cash flow from operating activities expected
to exceed anticipated capital spending, debt maturities, dividends
and funding of anticipated share buybacks in the next twelve
months.

The company's balance of cash and cash equivalents was about $320
million at March 31, 2005 and Moody's expects the company to
generate cash flow from operations of over $200 million in the
next twelve months.  The company's expected cash needs in the next
twelve months also include:

   * capital expenditure requirements of $110 million;

   * debt maturities of $75 million (pro forma for the refinancing
     of the senior unsecured notes due 2006);

   * common stock dividends of $30 million; and

   * anticipated share buybacks.

As of May 16, 2005, the remaining dollar value of shares that may
be repurchased under the company's share repurchase program was
about $47 million although Moody's believes the company will
likely expand the program in 2005.  Moody's expects cash and cash
equivalent balances will decline from current levels as the
company implements share buybacks and considers acquisitions.

Additional liquidity support comes from the company's $200 million
secured revolver maturing in August 2007.  As of March 31, 2005,
there were no outstanding borrowings under the facility but
availability was reduced by $62 million of outstanding letters of
credit.  No borrowings under the revolver are expected in the next
twelve months.  However, depending upon cash balance levels,
availability under the revolver may be limited by the net leverage
covenant later in 2005.

The covenants under the revolving credit facility include a
maximum net leverage and minimum interest coverage requirement.
The credit agreement provides for a maximum net leverage
requirement of 4 times during the second quarter of 2005,
declining to 3.5 times beginning with the third quarter of 2005.
The credit agreement provides for a minimum interest coverage
requirement of 3.25 times during the first three quarters of 2005,
increasing to 3.5 times beginning with the fourth quarter of 2005.

Although Moody's expects the company to be in compliance with
these covenants with adequate cushion during the next twelve
months, cushion levels may decline if cash and cash equivalent
balances decline significantly and revolver borrowings are needed.

The SGL rating will be sensitive to:

   * the level of cash and equivalents maintained by the company;

   * the ability of the company to maintain a sustainable level of
     free cash flow from operations; and

   * the degree of covenant cushion under the revolving credit
     facility.

Free cash flow to debt (as adjusted to exclude unusual tax refunds
and litigation settlements) was 11% in 2004 and is expected to
remain at about the same level in 2005.  Adjusted debt to EBITDAR
(as adjusted to exclude net gains on dispositions and litigation
settlements and to expense preneed selling expenses in accordance
with a change in company's accounting policy adopted in January
2005) was 4.4 times in 2004 and is expected to remain at about the
same level in 2005.

The Ba3 senior implied rating reflects the preponderance of senior
unsecured notes in the debt capitalization.

The Ba3 rating assigned to the proposed senior notes reflects the
senior unsecured nature of these obligations which will rank
equally with all of the company's existing and future senior
unsecured indebtedness.  The senior notes will be effectively
subordinated to borrowings under the senior secured credit
facility and to all indebtedness and other obligations of its
subsidiaries.

Service Corp., headquartered in Houston, Texas, is the largest
provider of funeral and cemetery services in North America.  At
December 31, 2004, the company owned and operated 1,216 funeral
service locations and 400 cemeteries.  For the year ended December
31, 2004, Service Corp. reported total revenues of $1.9 billion.


SERVICE CORP: S&P Rates Proposed $300 Mil. Sr. Unsec. Notes at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' debt rating
to Service Corp. International's proposed $300 million senior
unsecured notes due in 2017.  Existing ratings on the company,
including the 'BB' long-term corporate credit rating and 'B-1'
short-term rating, were affirmed. The outlook remains negative.
Pro forma for the new notes, the company will have $1.2 billion of
debt outstanding.

"The speculative-grade ratings on cemetery and funeral home
operator Service Corp. International reflect the company's
operating concentration in a competitive industry that features
weak business trends with few near-term growth prospects and a
rising consumer preference for lower cost services," said Standard
& Poor's credit analyst David Peknay.  "These risks are partly
mitigated by the company's large base of operations, which affords
it scale efficiencies and a revenue backlog."  Service Corp. has
further benefited from initiatives to strengthen its sales mix and
an improving balance sheet.

The company implemented several accounting changes over the past
year, and has disclosed material weaknesses in its internal
controls over financial reporting.  Currently, Standard & Poor's
does not believe these items will meaningfully affect future
operating cash flow or liquidity.

With about $1.7 billion of annual sales, Houston, Texas-based
Service Corp. is the world's largest cemetery and funeral home
operator.  The company and its affiliates operate 1,169 funeral
homes and 390 cemeteries in North America, and owns minority
interests in funeral operations outside of North America.  The
industry is extremely fragmented, with many small, regional
competitors.  In addition, Service Corp., faces two notable large
national players in North America--Alderwoods Group Inc. and
Stewart Enterprises Inc.

Service Corp.'s large-scale asset divestitures over the past few
years to deal with the high leverage that resulted from its rapid
growth during the 1990s is largely complete.  Its last significant
sale, the joint venture for its French operations, was completed
in early 2004.  Future growth will likely be limited to modest
investments in funeral homes and high-interment cemeteries in
metropolitan markets that offer cross-selling opportunities.


SPECIALTY CRUSHING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Specialty Crushing, Inc.
        7817 Oakport Street, #220
        Oakland, California 94621

Bankruptcy Case No.: 05-43167

Type of Business: The Debtor supplies recycled aggregates to the
                  construction industry. See
                  http://www.specialtycrushing.com/

Chapter 11 Petition Date: June 9, 2005

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Chris D. Kuhner, Esq.
                  Kornfield, Paul and Nyberg
                  1999 Harrison Street, #2675
                  Oakland, California 94612

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   San Francisco Port Commission                   $536,575
   P.O. Box 7862
   San Francisco, CA 94120-7862

   Engineered Concrete Placement                   $298,250
   18903 North Shore Drive
   Middletown, CA 95461

   Oakland Army Base                               $192,305
   File 30200
   P.O. Box 60000
   San Francisco, CA 94160

   Ramos Oil Company                               $114,575

   Helen Ninnis                                     $66,000

   Lehigh Sothwest Cement Co.                       $64,069

   State Franchise Tax Board                        $60,000

   Eighteen Trucking Co.                            $47,486

   Moneymaker LowBed Service                        $44,434

   EBMUD                                            $37,000

   Mag Trucking                                     $33,884

   Cemex                                            $32,000

   Fred Glueck                                      $32,000

   Unlimited Scales of America                      $30,685

   Peterson CAT                                     $27,412

   Shapiro Buchman Provine & Patton LLP             $25,003

   Alameda County Tax Collector                     $25,000

   GE Corp Plus                                     $25,000

   Gerry Ninnis                                     $20,000

   Wells Fargo Equipment Finance                    $19,260


SYRATECH CORP: Names Gregory Hunt as CFO & Exits Chapter 11
-----------------------------------------------------------
Syratech Corp. has named Gregory W. Hunt, Executive Vice President
and Chief Financial Officer, and Alan Kanter, Executive Vice
President of Sales and Product Marketing, as the company's Co-
CEOs.  Robert Meers, who had been CEO, has left the company at the
end of his three-year contract.

The company also noted that it successfully emerged from a
previously announced voluntary Chapter 11 bankruptcy on June 2
with a new $45 million senior credit facility from CapitalSource
Finance LLC.

In the newly created role of Co-CEO, Messrs. Hunt and Kanter are
committed to creating differentiation in the market through new
product innovations and a continued focus on meeting consumer
needs.  Supporting the new product initiatives will be a renewed
focus on creating stronger alliances with key retail partners
solidifying distribution on Syratech's core product offerings.
Their diverse backgrounds are well suited to complement each other
as they lead the company toward continued growth.

Mr. Hunt, who joined Syratech in 2001 as EVP-CFO, has more than 20
years' financial and operations management experience with private
and public consumer product, manufacturing and real estate
companies.  He has extensive experience in corporate restructuring
as well as strategic business plan development, acquisition
profiling, and the management of corporate organizations and
manufacturing operations.  Mr. Hunt will retain his seat on the
Company's board representing management.

With over 25 years of experience in the tabletop industry, Mr.
Kanter has been instrumental in developing Syratech into an
industry leader in the tabletop, housewares and home decor
segments.  He has worked at Syratech since its inception in 1986
in a variety of positions, including responsibility for sales
forecasting and overall management of Syratech's global sales
force.

In a joint statement, Messrs. Hunt and Kanter said, "Having
successfully restructured our finances, Syratech is now well
positioned for future growth.  We have made great strides with the
very successful addition of the Vera Wang Silver and Gift brand
along with new product offerings within our core product groups.
This has created the foundation for additional licenses and
innovative platforms for growth."

Headquartered in Boston, Massachusetts, Syratech Corporation --
http://www.syratech.com/-- manufactures, markets, imports and
sells tabletop giftware and home decor products.  The Debtor,
along with its affiliates, filed for chapter 11 protection on
Feb. 16, 2005 (Bankr. D. Mass. Case No. 05-11062).  Andrew M.
Troop, Esq. Arthur R. Cormier, Jr., Esq., Christopher R. Mirick,
Esq., at Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection
from their creditors, they listed $86,845,512 in total assets and
$251,387,015 in total debts.  The Court approved the Debtors' plan
of reorganization on May 12, 2005.  The plan took effect on
June 2, 2005.


TECO AFFILIATES: Amended Joint Reorganization Plan Takes Effect
---------------------------------------------------------------
Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P., in
Phoenix, Arizona, informs the U.S. Bankruptcy Court for the
District of Arizona that as of June 1, 2005, all conditions to the
effectiveness of the Amended Joint Plan of Reorganization of Union
Power Partners, LP, Panda Gila River, LP, Trans-union Interstate
Pipeline, LP, and UPP Finance Co., LLC, have been satisfied.

The Hon. Charles G. Case of the U.S. Bankruptcy Court for the
District of Arizona confirmed the plan for a prepackaged
Chapter 11 reorganization of the project companies, Union Power
Partners, L.P., Trans-Union Pipeline, L.P. and Panda Gila River,
L.P. on Apr. 19, 2005.

Pursuant to the terms of the Plan and the Confirmation Order, the
Debtors have completed the necessary steps to effectuate the
Plan, including initiating distributions to the holders of
allowed claims.  Accordingly, the Plan has been substantially
consummated, as the term is defined in Section 1101(2) of the
Bankruptcy Code.

Reorganized Panda Gila River, L.P., will be renamed Gila River
Power, L.P.  All property, rights, claims and obligations of
Panda Gila will vest in, and be fully enforceable by Gila River.
All executory contracts assumed by Panda Gila in the Chapter 11
cases will vest in, and be fully enforceable by Gila River.

                       Discharge of Debtors

Mr. Hansen notes that the occurrence of the Effective Date:

   (a) discharges the Debtors from all Claims -- other than the
       Class 4 Claims -- or other debts that arose before the
       Confirmation Date, and all debts of the kind specified in
       Section 502(g), 502(h) or 502(i) of the Bankruptcy Code,
       whether or not:

       * a proof of Claim based on the debt is filed or deemed
         filed under Section 501;

       * a Claim based on the debt is allowed under Section 502;
         or

       * the holder of a Claim based on the debt has accepted
         the Plan;

   (b) does not effect a discharge, release or novation of any of
       the Prepetition Credit Agreements Obligations, or
       cancellation of any of the Prepetition Credit Documents;

   (c) does not affect the Interests in Finance Co.; and

   (d) does not impair or discharge any Intercompany Claims of
       the Debtors against other Debtors arising under the
       Prepetition Credit Documents or Prepetition Act 9 Bond
       Documents.

                            Injunction

As of June 1, 2005, all entities that have held, currently
hold or may hold a Claim or other debt or liability against or
Interest in the Debtors that is discharged under the Plan are
permanently enjoined from:

   -- commencing or continuing in any manner any Claim, action or
      other proceeding against the Debtors, or the Reorganized
      Debtors, which they possessed or may possess prior to the
      Effective Date;

   -- enforcing, attaching, collecting or recovering in any
      manner any judgment, award, decree or order with respect to
      any Claim against the Debtors, the Reorganized Debtors or
      their property, which they possessed or may possess prior
      to the Effective Date;

   -- creating, perfecting or enforcing any lien or encumbrance
      of any kind with respect to any Claim against the Debtors,
      the Reorganized Debtors or their property, which they
      possessed or may possess prior to the Effective Date;

   -- asserting a set-off, right of subrogation or recoupment of
      any kind against any debt, liability or obligation due to
      the Debtors, the Reorganized Debtors or their property,
      which they possessed or may possess prior to the Effective
      Date;

   -- commencing or continuing any action, in any manner, in any
      place, that does not comply with or is inconsistent with
      the provisions of the Plan or the Bankruptcy Code; and

   -- asserting any Claims that are subject to the releases as
      described in the Plan.

Mr. Hansen says nothing contained in the Plan or the Confirmation
Order will preclude any persons or entities from exercising their
rights pursuant to, and consistent, with the Plan.

                      Releases by Debtors

The Debtors, in their individual capacity, and as debtors-in-
possession for and on behalf of their Estates, will be deemed to
forever release, waive, and discharge all Released Parties from
any actions taking place on or prior to the Effective Date and
directly or indirectly relating to any or all of:

   (a) the ownership, operation, management, financing, assets,
       properties, affairs, or any other aspect of any of the
       Debtors or the Projects;

   (b) the Released Documents or any of the transactions
       contemplated on them; and

   (c) any aspect of any of the dealings or relationships between
       or among any or all of the Banks and the Debtors.

The Reorganized Debtors will be bound, to the same extent the
Debtors are bound, by all of the releases in the Plan.  The
Confirmation Order permanently enjoins the commencement or
prosecution by any entity, of any actions, or liabilities
released pursuant to the Plan.

            Exculpation and Limitation of Liability

The Debtors, the Reorganized Debtors, TECO and its affiliates,
the Administrative Claimholders arising under the DIP Credit
Agreements, the administrative agent under the DIP Credit
Agreements, the L/C Bank under the DIP Credit Agreements, the
Prepetition Banks Claimholders, the Prepetition Agent, the
Steering Committee, the Prepetition Project L/C Bank and any of
their present or former members, officers, directors, or
employees, will not have or incur any liability to, or be subject
to any right of action by, any of the parties, any Holder of a
Claim or an Interest, or any other party-in-interest for:

   -- any act or omission in connection with, relating to, or
      arising out of, the Chapter 11 Cases;

   -- formulating, negotiating, or implementing the Plan, the
      Master Settlement Agreement, and the Master Release
      Agreement;

   -- the solicitation of acceptances of the Plan;

   -- the pursuit of confirmation of the Plan;

   -- the confirmation of the Plan;

   -- objections to the Plan;

   -- the consummation of the Plan; or

   -- the administration of the Plan or the property to be
      distributed under the Plan,

except for their gross negligence or willful misconduct.

However, nothing will exculpate any party from their obligations
and liabilities under the Plan, the DIP Credit Agreements and the
DIP Orders.

                Assumption of Contracts and Leases

All of the Debtors' executory contracts and unexpired leases are
assumed by the Reorganized Debtors, unless otherwise specifically
rejected by other Court order.

           Continued Validity of Safe Harbor Contracts

All assumed executory contracts and postpetition contracts
entered into by the Debtors relating to the purchase, sale,
transfer, or supply of electricity and natural gas, including,
without limitation, futures, forward, swap, option, and
transportation contracts, remain in full force and effect, and
are valid and enforceable by, and against the Reorganized
Debtors.

                   Bar Dates for Filing Claims

Mr. Hansen advises that all final requests for payment of the
Administrative Claims of professionals retained by the Debtors or
their estates in the Chapter 11 Cases arising on or before the
Confirmation Date must be filed by July 1, 2005.  All Persons
seeking final payment on account of a Professional Claim must
file a final application for allowance of compensation for
services rendered and reimbursement of expenses incurred through
the Confirmation Date in compliance with all of the terms and
provisions of applicable Court orders governing payment of fees
to Professionals.

All requests for payment of Administrative Claims, including any
claims for making a substantial contribution to the Chapter 11
Cases -- except for Professional Claims and Claims of the DIP
Lenders -- must also be filed on July 1, 2005.  All proofs of
claim with respect to Claims arising from the rejection of any
executory contract or unexpired lease must be filed on the same
day.  Holders who fail to timely file a request for payment or a
proof of claim will be forever barred from asserting the Claims
against the Debtors, the Reorganized Debtors, or against any of
their successors and assigns.

After the Effective Date, objections to Administrative Claims and
all other Claims may be made and objections to Administrative
Claims and Claims made before the Effective Date may be pursued
by the Reorganized Debtors or any other Person properly entitled
to do so after notice to the Reorganized Debtors and approval by
the Bankruptcy Court.  Objections to Claims must be filed by
July 1, 2005.

Objections to any request for payment of an Administrative Claim
must be filed and served on the holder of the Administrative
Claim by the later of (a) July 1, 2005, or (b) 30 days after the
request for payment is filed.

From and after the Effective Date, the Reorganized Debtors may
litigate to Final Order, propose settlement of or withdraw
objections to all pending or filed Disputed Claims and may settle
or compromise any Disputed Claim without notice and a hearing and
without Bankruptcy Court approval.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.


TECO ENERGY: Completes $100 Million Floating Rate Note Sale
-----------------------------------------------------------
TECO Energy, Inc. (NYSE: TE) completed the sale of $100 million of
floating rate notes on June 7, 2005.  The company considers this
second issuance to be a shorter-term supplement to the
$200 million issuance that will provide additional flexibility in
the execution of its debt redemption and financing plan, and
provide a backstop to its synfuel and oil price hedge plans.  In
late May, the company issued $200 million of lower interest rate
notes that, together with cash on hand, are being used to retire
$380 million of higher- cost debt.

In addition to these accomplishments, and to reflect other
positive achievements this year, the company also is updating its
2005 earnings guidance.

TECO Energy Chairman and CEO Sherrill W. Hudson said, "These
achievements are the culmination of many months of effort by many
of our people, and I'm proud of the work they've done to get us to
this turning point.  The transfer of the Union and Gila River
power plants is one of the last steps in closing the merchant
power chapter of TECO Energy's story, and the retirement of the
high-cost debt improves both our earnings and our balance sheet.
The success of our recent note offerings to facilitate our debt
redemption and refinancing is a good indication that investors
recognize the progress that TECO Energy has made and they see the
value of our business strategy, which is focused on our five core
businesses."

                        Debt Refinancing

On May 26, the company completed an institutional private
placement of a new series of ten-year notes.  The notes were
issued at par in an aggregate principal amount of $200 million and
bear interest at a rate of 6.75% per year.  The offering produced
net proceeds to the company of approximately $198.2 million, after
deducting the initial purchasers' discount and estimated offering
expenses.

The 6.75% notes were issued as part of the company's debt
redemption and refinancing plan.  As part of this plan, the
company is using the net proceeds of the 6.75% notes offering, in
the short-term, together with cash on hand, to redeem in full the
$380 million aggregate principal amount outstanding of the TECO
Energy 10.5% notes due 2007.  Thereafter, the company plans to use
cash generated to call and retire in late 2005 and early 2006 the
$200 million aggregate stated liquidation amount outstanding of
the 8.5% trust preferred securities of TECO Capital Trust I.  The
company plans to do this as cash becomes available in 2005 and
2006, and as the synfuel-related cash it expects to generate in
2006 and 2007 becomes more certain.  In addition to the early
retirement of the $380 million of 10.5% notes due in 2007, the
ultimate effect of these transactions will be a refinancing of the
8.5% trust preferred securities with the new 6.75% ten-year notes.
Although the company's current intent is to call and retire the
8.5% trust preferred securities, there is no requirement to do so.

The $100 million principal amount of floating rate notes due in
2010, sold on June 7, 2005, through an institutional private
placement, bear interest at a rate of LIBOR plus 200 basis points.
After deducting the initial purchasers' discount and estimated
offering expenses, the aggregate net proceeds to the company were
approximately $99.1 million.

Executive Vice President Finance and CFO Gordon Gillette said,
"The early retirement of the high-cost debt improves our balance
sheet, results in improved financial coverage ratios and reduces
interest expense, which helps earnings.  The planned retirement of
the 8.5% debt later this year and early next year will further
improve earnings and coverage ratios."

The company expects to record an after-tax charge in continuing
operations of approximately $46 million, or $0.22 per share, for
debt extinguishment related to the redemption of the $380 million
of 10.5% notes in the second quarter of 2005.  The charge on a
pretax basis is expected to be approximately $75 million and will
include approximately $57 million for the expected redemption
premium and a non-cash charge of $18 million related to the
remaining unamortized debt premium and issue costs.  This charge
is expected to be more than offset by the gain in discontinued
operations associated with the final transfer of the Union and
Gila River power stations discussed above.  The company would also
incur additional small non-cash charges for debt redemption when
the trust preferred securities are called and retired.

                     Early Debt Redemption

On May 26, the company instructed the Trustee, The Bank of New
York, to give notice for the early redemption on June 27, 2005 of
all of the $380 million of the 10.5% TECO Energy notes due in
2007.  The notes are redeemable at a price expected to be equal to
the sum of the present values of the remaining scheduled payments
of principal and interest, discounted at a rate equal to an
average corresponding treasury security yield plus 0.5%, plus
accrued and unpaid interest to the redemption date.

                       Updated Guidance

TECO Energy is updating its guidance for full-year earnings per
share from continuing operations, excluding charges or gains, from
the previous range of $0.95 to $1.05 per share to a new range of
$1.05 to $1.15 per share.  The company expects to update its cash
flow forecast for investors at the time it announces second
quarter results.

In addition to positive first quarter results, the higher earnings
forecast is based on lower interest expense at the TECO Energy
parent level due to the redemption of all of the $380 million of
TECO Energy 10.5% notes at the end of June, and the improved
performance expected at TECO Coal.  Revised expectation for the
coal company reflect higher than expected Section 29 tax credit
rates following the true-up for 2004 actual inflation and the
agreement to allocate an additional 8% of the benefits of
ownership in its synfuel production facilities to the current
third-party owners for the first half of 2005, which increases
earnings and cash flow and reduces the number of tons produced at
an operating loss to TECO Coal's account.

This forecast includes the effects of mild winter and spring
weather on Tampa Electric and assumes average weather conditions
for the remainder of the year.  The forecast also assumes
continued good performance from Peoples Gas, TECO Guatemala and
TECO Transport.  The forecast assumes that there is no reduction
in the Section 29 tax credits related to synfuel production due to
high oil prices in 2005.  For 2005, TECO Coal hedged approximately
35% of the cash flow benefits with financial instruments that
strike beginning at NYMEX oil prices of $56 to $62 per barrel.
NYMEX oil prices would have to exceed $62 per barrel for the
remainder of 2005 to reach the trigger price that would reduce the
tax credit for that year.

               Synfuel Oil Price Risk Hedging

TECO Energy is seeking to protect the cash benefits of TECO Coal's
synfuel production activities from high oil prices through the use
of financial instruments, as market conditions permit, to hedge
approximately half of the total annual cash benefit for 2006 and
2007.

CFO Gordon Gillette noted, "We are positioning the company to have
adequate cash to pay off all of the 2007 parent maturities, as
evidenced by our recent actions and plans, and our hedging plan is
driven by this goal.  During the 2006 through 2007 period, the
company is targeting to exceed its announced target liquidity
levels through cash on hand and unused bank credit facilities
including the proceeds from the $100 million five-year notes
transaction completed [June 7]."

In the current oil price environment, the company believes the
most cost effective strategy will be to protect the "back end," or
highest portion of the tax credit phase-out at NYMEX oil prices
roughly between $65 and $72 per barrel, in the event of a complete
loss of the tax credit, and continue to bear the risk of the
"front end" or the initial loss of the tax credits on the lower
end of the oil price curve.

TECO Coal has hedged approximately 10% of the 2006 cash flow
benefits that it plans to protect against high oil prices with
instruments that strike at NYMEX prices of $65 per barrel, and
seeks to hedge additional amounts as market conditions permit.

TECO Energy, Inc. (NYSE: TE) is an integrated energy-related
holding company with core businesses in the utility sector,
complemented by a family of unregulated businesses. Its principal
subsidiary, Tampa Electric Company, is a regulated utility with
both electric and gas divisions (Tampa Electric and Peoples Gas
System). Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and independent
power.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Fitch Ratings has assigned a 'BB+' rating to TECO Energy, Inc.'s
new $100 million issue of senior floating rate notes due May 1,
010.  The notes rank equally with TECO's existing senior unsecured
debt.  The net proceeds of this offering, together with cash on
and, is expected to be used to redeem or repurchase in full the
380 million of 10.5% notes due 2007.  The Rating Outlook of TECO
Energy, Inc. is Stable.

TECO is a holding company that owns electric and gas utilities in
Florida as well as coal, barge, Guatemalan power and other small
operations.  Together, the two regulated utilities are expected to
provide approximately 80% of income in 2005.  Tampa Electric
serves over 625,000 electric customers in West Central Florida and
Peoples Gas System serves over 310,000 gas customers throughout
Florida.


TECO ENERGY: Completes Transfer Of Power Station Ownership
----------------------------------------------------------
Shirley M. Payne, Vice President - Corporate Tax and Accounting
and Assistant Secretary of TECO Energy, Inc., discloses in a
filing with the Securities and Exchange Commission that on
June 1, 2005, TECO completed the sale and transfer of ownership
of its indirect subsidiaries -- Union Power Partners, L.P., Panda
Gila River, L.P., Trans-Union Interstate Pipeline, L.P., and UPP
Finance Co., LLC -- to an entity owned by the Debtors' lenders.

In connection with the transfer and the related release of
liability, TECO and its affiliates paid:

   -- $31.8 million, consisting of $30 million to the Debtors'
      lenders as consideration for the Master Release Agreement
      and Amendment to Undertakings dated as of January 24, 2005;
      and

   -- $1.8 million as reimbursement of legal fees for two non-
      consenting lenders in the Debtors' recently concluded
      Chapter 11 proceeding.

The Debtors reimbursed $400,000 to TECO and its affiliates
associated with transition services provided.  Additionally, as
part of the transaction, TECO entered into a Representation and
Indemnification Agreement in which TECO agreed to indemnify the
new owners of the Subsidiaries for:

   1.  breaches of standard representations and warranties;

   2.  certain potential taxes related to the transfer of the
       Gila River project; and

   3.  liabilities related to lawsuits specifically related to
       disclosures about the Projects.

"These representations and warranties are the same as those
included in the applicable agreement negotiated by the parties
when the transfer was to be consensual," Ms. Payne explains.

Ms. Payne clarifies that the Representation Agreement is not
intended to provide factual information about the parties.  She
explains that the representations and warranties contained in the
Agreement were made only for purposes of the agreement and as of
specific dates, were solely for the benefit of the parties to the
agreement, and may be subject to limitations agreed by the
contracting parties, including being qualified by disclosures
between the parties.  The representations and warranties may have
been made for the purposes of allocating contractual risk between
the parties to the agreement instead of establishing these
matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those
applicable to investors.  Accordingly, they should not be relied
upon by investors as statements of factual information.

A full-text copy of the Master Release Agreement and Amendment to
Undertakings is available for free at:

     http://ResearchArchives.com/t/s?17

A full-text copy of the Representation and Indemnification
Agreement is available for free at:

     http://ResearchArchives.com/t/s?16

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.

The Court confirmed the Debtors' pre-packaged plan of
reorganization on Apr. 19, 2005.  The plan took effect on June 1,
2005.

TECO Energy, Inc. (NYSE: TE) is an integrated energy-related
holding company with core businesses in the utility sector,
complemented by a family of unregulated businesses. Its principal
subsidiary, Tampa Electric Company, is a regulated utility with
both electric and gas divisions (Tampa Electric and Peoples Gas
System). Other subsidiaries are engaged in waterborne
transportation, coal and synthetic fuel production and independent
power.

                        *     *     *

As reported in the Troubled Company Reporter on June 7, 2005,
Fitch Ratings has assigned a 'BB+' rating to TECO Energy, Inc.'s
new $100 million issue of senior floating rate notes due May 1,
010.  The notes rank equally with TECO's existing senior unsecured
debt.  The net proceeds of this offering, together with cash on
and, is expected to be used to redeem or repurchase in full the
380 million of 10.5% notes due 2007.  The Rating Outlook of TECO
Energy, Inc. is Stable.

TECO is a holding company that owns electric and gas utilities in
Florida as well as coal, barge, Guatemalan power and other small
operations.  Together, the two regulated utilities are expected to
provide approximately 80% of income in 2005.  Tampa Electric
serves over 625,000 electric customers in West Central Florida and
Peoples Gas System serves over 310,000 gas customers throughout
Florida.


TESORO PETROLEUM: Moody's Reviews B2 Sr. Subord. Note 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.


TOM'S FOODS: Creditors Must File Proofs of Claim by August 1
------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Georgia, Columbus Division, set August 1, 2005, at 4:00 p.m., as
the deadline for all creditors owed money on account of claims
arising prior to April 6, 2005, against Tom's Foods Inc. to file
proofs of claim.

All Governmental units must file proofs of claims on or before on
October 3, 2005.

Creditors must file written proofs of claim on or before the
August 1 Claims Bar Date and those forms must be sent to:

If sent by mail:

         Tom's Foods Inc.
         c/o JP Morgan Trust Company, N.A.
         P.O. Box 56636
         Jacksonville, FL 32241-6636

If delivered by hand, or overnight courier:

         Tom's Foods Inc.
         c/o JP Morgan Trust Company, N.A.
         8475 Western Way, Suite 110
         Jacksonville, FL 32256

Headquartered in Columbus, Georgia, Tom's Foods Inc. manufactures
and distributes snack foods.  Its product categories include
chips, sandwich crackers, baked goods, nuts, and candies.  The
Company filed for chapter 11 protection on April 6, 2005 (Bankr.
M.D. Ga. Case No. 05-40683).  David B. Kurzweil, Esq., at
Greenberg Traurig, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $93,100,000 and total debts of
$79,091,000.


TORCH OFFSHORE: Wants to Reject Tim Charter Party Agreement
-----------------------------------------------------------
Torch Offshore, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana for
permission to reject the Uniform Tim Charter Party Agreement for
offshore service vessels entered into by and between Cable
Shipping, Inc., and the Debtors on January 30, 2004.

The Debtors explains they have no further need or use for the M/V
Midnight Hunter, which is chartered from Cable Shipping in
accordance with the Tim Charter contract.  The Tim Charter is a
burden to the Debtors and it would be in the best interests of the
estate to walk away from the contract.

In connection with the rejection of the contract, Cable shipping's
$435,000 administrative claim will be paid in full without further
delay.

Headquartered in Gretna, Louisiana, Torch Offshore, Inc., provides
integrated pipeline installation, sub-sea construction and support
services to the offshore oil and gas industry, primarily in the
Gulf of Mexico.  The Company and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. La. Case No. 05-10137) on
Jan. 7, 2005.  Jan Marie Hayden, Esq., at Heller, Draper, Hayden,
Patrick & Horn, L.L.C., and Lawrence A. Larose, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $201,692,648 in total assets and
$145,355,898 in total debts.


TROPICAL SPORTSWEAR: Panel Wants Shareholder Litigation Stayed
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Tropical Sportswear Int'l Corp., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the Middle
District of Florida to enforce the automatic stay and prohibit
continued prosecution of a class action lawsuit pending in the
U.S. District Court for the Middle District of Florida (Case No.
8:03-CV-1958-T23TGW).

The lawsuit was commenced by Richard R. Reina and other
shareholders against:

   * the Debtors;
   * Michael Kagan, Chief Executive Officer;
   * William Compton, former Chief Executive Officer;
   * N. Larry McPherson, Chief Financial Officer; and
   * Christopher B. Munday, President.

Robert B. Glenn, Esq., at Glenn Rasmussen Fogarty & Hooker, P.A.,
in Tampa, Florida, tells the Court that on the effective date of
the Debtors' Amended Joint Chapter 11 Plan of Liquidation, Gary W.
Burns, of Bridge Associates, as trustee for TSLC I, Inc., will
commence an action against the Debtors' current and former
directors and officers for, among other things:

   * breach of fiduciary duty,
   * fraud,
   * waste, and
   * mismanagement.

TSLC I is the creditors' liquidating trust created under the plan.

Mr. Glenn says the Shareholder Litigation and the Trustee Action
are based on the same set of facts, and substantially similar
allegations and are brought against the same defendants.  Mr.
Glenn asserts that the Court should subject the Shareholder
Litigation to the automatic stay until the resolution of the
Trustee Action.  This helps ensure that any recoveries resulting
from litigation against the directors and officers are distributed
pursuant to the Plan, in accordance with the priority scheme
established by the Bankruptcy Code, Mr. Glenn contends.  According
to Mr. Glenn, the assets, which the shareholder attempt to recover
through the litigation, are property of the Debtors' estate, and
any recoveries should flow to the debtors' creditors.

Headquartered in Tampa, Florida, Tropical Sportswear Int'l Corp.
-- http://www.savane.com/-- designs, produces and markets branded
branded apparel products that are sold to major retailers in all
levels and channels of distribution.  The Company and its
debtor-affiliates filed for chapter 11 protection on Dec. 16, 2004
(Bankr. M.D. Fla. Case No. 04-24134).  David E. Bane, Esq., and
Denise D. Dell-Powell, Esq., at Akerman Senterfitt, represent the
Debtors in their restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$247,129,867 and total debts of $142,082,756.


TWO CITIZENS: S&P Puts Low-B Trust Sec. Ratings on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on
SATURNS Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 on
CreditWatch with negative implications.

The CreditWatch placements follow the May 27, 2005, placement of
the corporate credit and senior unsecured debt ratings on Citizens
Communications Co. on CreditWatch with negative implications.

SATURNS Trust No. 2001-2 and PreferredPLUS Trust Series CZN-1 are
swap-independent synthetic transactions weak-linked to the
underlying securities, Citizens Communications Co.'s 7.05%
debentures due Oct. 1, 2046.  The rating actions reflect the
current credit quality of the underlying securities.

A copy of the Citizens Communications Colorado-related research
update, dated May 27, 2005, is available on RatingsDirect,
Standard & Poor's Web-based credit analysis system, at
http://www.ratingsdirect.com/

              Ratings Placed On Creditwatch Negative

                     SATURNS Trust No. 2001-2
             $26 million callable units series 2001-2

                                     Rating
                                     ------
                     Class   To                 From
                     -----   --                 ----
                     Units   BB+/Watch Neg      BB+

                    PreferredPLUS Trust Series CZN-1
            $34 million PreferredPLUS 8.375% trust certificates

                                     Rating
                                     ------
                     Class   To                 From
                     -----   --                 ----
                     Certs   BB+/Watch Neg      BB+


UNI BORING: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Uni Boring Co., Inc.
        7261 Commerce Boulevard
        Koppernick Park
        Canton, Michigan 48188

Bankruptcy Case No.: 05-58779

Type of Business: The Debtor is a drilling and boring contractor.

Chapter 11 Petition Date: June 9, 2005

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Stephen M. Gross, Esq.
                  Lindahl Gross Lievois, P.C.
                  30150 Telegraph, Suite 225
                  Bingham Farms, Michigan 48025
                  Tel: (248) 646-5070

Total Assets: Unknown

Total Debts:  Unknown

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


UNITED PRODUCERS: Hires Development Specialists as Mgt. Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, gave United Producers, Inc., permission to
employ Development Specialists, Inc., as its management
consultant.

Development Specialists will:

     a) analyze the company's books and records;
     b) evaluate, analyze and recommend reorganization strategies;
     c) establish, implement and control the Debtor's cash
        management system;
     d) implement the Debtor's Operating Plan;
     e) negotiate, if appropriate, permitted bankruptcy sales of
        the Debtor's assets;
     f) negotiate with creditors concerning reorganization
        alternatives;
     g) prepare monthly operating budgets with supporting
        documentation;
     h) assist the Debtor with the administration of the estate;
     i) accomplish asset sales, if appropriate; and
     j) undertake other tasks and duties as may be required

Development Specialists is a well-known restructuring, consulting
and management firm that has been ranked as one of the top
turnaround firms in the United States for the last five years.

Bradley Sharp, the Firm's Senior Vice President, will serve as
lead professional on this engagement.  Mr. Sharp has substantial
experience in providing crisis management and consulting services
to companies in various industries including telecommunications,
consumer finance and agriculture.  Mr. Sharp will be paid $435 per
hour for his services.

Development Specialists received a $548,166 retainer prior to
United Producer's chapter 11 filing on April 1, 2005.  The Firm
appropriated $248,166 from the retainer to cover pre-bankruptcy
services and expenses.

United Producers assures the Court that Development Specialists
does not represent any interest adverse to the Debtor or its
estate.

Headquartered in Columbus, Ohio, United Producers, Inc. --
http://www.uproducers.com/-- offers marketing, financing, and
credit services to its member livestock producers in the U.S. corn
belt, southeast, and midwest areas.  The company and its debtor-
affiliate filed for chapter 11 protection on Apr. 1, 2005 (Bankr.
S.D. Ohio Case No. 05-55272).  Reginald W. Jackson, Esq. at Vorys,
Sater, Seymour and Pease, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $10 million to $50 million in assets
and debts.


UNITED PRODUCERS: Taps Allen, Kuehnle & Stovall as Special Counsel
------------------------------------------------------------------
United Producers, Inc., sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of Ohio, Eastern
Division, to employ Allen, Kuehnle & Stovall LLP as its special
counsel.

Allen, Kuehnle & Stovall will serve as special counsel in the
event that Vorys, Sater, Seymour and Pease LLP, United Producer's
bankruptcy counsel, has a conflict of interest with respect to the
Debtor's more than 96,000 creditors or potential creditors.

Allen, Kuehnle & Stovall will:

     a) assist the Debtor in reviewing, estimating and resolving
        certain claims asserted against the Debtors' estate;

     b) commence and conduct any litigation necessary or
        appropriate to assert rights held by the Debtors, protect
        assets of Debtor's estate or otherwise further the goal of
        completing the Debtors' successful reorganization; and

     c) perform all other necessary or appropriate legal services
        as special counsel, as required, in connection with this
        chapter 11 case for or on behalf of the Debtors, because
        of a conflict on the part of Vorys Sater.

The Debtor has paid the firm a $25,000 retainer for services
rendered or to be rendered and for reimbursement of expenses.
The Debtor did not disclose the hourly rates to be paid for Allen,
Kuehnle & Stovall's professionals.

United Producers assures the Court that Allen, Kuehnle & Stovall
does not represent any interest adverse to the Debtor or its
estate.

Headquartered in Columbus, Ohio, United Producers, Inc. --
http://www.uproducers.com/-- offers marketing, financing, and
credit services to its member livestock producers in the U.S. corn
belt, southeast, and midwest areas.  The company and its debtor-
affiliate filed for chapter 11 protection on Apr. 1, 2005 (Bankr.
S.D. Ohio Case No. 05-55272).  Reginald W. Jackson, Esq. at Vorys,
Sater, Seymour and Pease, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $10 million to $50 million in assets
and debts.


UNITED PRODUCERS: Hires Garden City as Claims and Balloting Agent
-----------------------------------------------------------------
United Producers, Inc., and its debtor-affiliate, sought and
obtained permission from the U.S. Bankruptcy Court for the
Southern District of Ohio, Eastern Division, to retain and employ
The Garden City Group, Inc., as their Noticing, Claims and
Balloting Agent.

Garden City is expected to:

    (a) assist the Debtors with all required notices in these
        cases including, among others:

            * notice of objections to claims;

            * notices of any hearings relating to approval of a
              disclosure statement and confirmation of a plan of
              reorganization in these cases; and

            * other miscellaneous notices as the Debtors or
              the Court may deem necessary or appropriate for the
              orderly administration of these chapter 11 cases;

    (b) file with the Clerk's Office a certificate or affidavit of
        service, after the service of a particular notice, that
        includes:

            * a copy of the notice served;

            * a list of persons upon whom the notice was served,
              along with their addresses; and

            * the date and manner of service;

    (c) comply with applicable federal, state, municipal and local
        statutes, ordinances, rules, regulations, orders and other
        requirements;

    (d) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at any
        time prescribe;

    (e) provide such other claims processing, noticing and related
        administrative services as may be requested from time to
        time by the Debtors;

    (f) receive, examine and maintain copies of all proofs of
        claim filed in these cases;

    (g) maintain an independent claims register in the Debtors'
        cases by docketing all proofs of claim in claims database
        that includes:

            * the name and address of the claimant and any agent
              thereof, if the proof of claim was filed by an
              agent;

            * the date the proof of claim was received by the
              Court;

            * the claim number assigned to the proof of claim by
              the Court; and

            * the asserted amount and classification of the claim;

    (h) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim and making the list available
        upon request to the Clerk's Office or any party in
        interest;

    (i) provide access to the public for examination of copies of
        the proofs of claim filed in these cases without charge
        during regular business hours;

    (j) monitor all transfers of claims pursuant to Bankruptcy
        Rule 3001(e);

    (k) oversee the distribution of applicable solicitation
        materials to each holder of a claim against the Debtors;

    (l) responding to mechanical and technical distribution and
        solicitation inquiries;

    (m) receive, review and tabulate the ballots cast, and making
        determinations with respect to each ballot as to its
        timeliness, compliance with the Bankruptcy Code, Federal
        Rules of Bankruptcy Procedure and procedures ordered by
        this Court subject, if necessary, to review and ultimate
        determination by the Court;

    (n) report the results of the balloting to the Court; and

    (o) perform such other related plan-solicitation services as
        may be requested by the Debtors.

David Isaac, President of Garden City, tells the court that the
Firm has received a $10,000 retainer.

Mr. Isaac assures the court that the Firm is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Columbus, Ohio, United Producers, Inc. --
http://www.uproducers.com/-- offers marketing, financing, and
credit services to its member livestock producers in the U.S. corn
belt, southeast, and midwest areas.  The company and its debtor-
affiliate filed for chapter 11 protection on Apr. 1, 2005 (Bankr.
S.D. Ohio Case No. 05-55272).  Reginald W. Jackson, Esq. at Vorys,
Sater, Seymour and Pease, LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $10 million to $50 million in assets
and debts.


URS CORP: Moody's Rates Proposed $650M Sr. Credit Facility at Ba2
-----------------------------------------------------------------
Moody's Investors Service today assigned a Ba2 rating to URS
Corporation's proposed $650 million senior credit facility,
consisting of a $300 million six-year revolver and $350 million
six-year term loan.  Concurrently, Moody's placed all credit
ratings of URS on review for possible upgrade.

The proposed senior credit facility is part of a refinancing plan
that includes a tender offer for $130 million of 11 1/2% senior
notes due 2009, which is to be largely funded with a proposed
offering of 3.69 million shares of common stock (current market
value of approximately $128 million).

The proposed credit facility is expected to replace:

   * the existing $225 million senior secured revolver due 2007;

   * the $83.6 million senior secured term loan A due 2007;  and

   * the $270.2 million term loan B due 2008.

The review for possible upgrade will focus on the expected
improvement in the credit profile of the company from the
secondary equity offering and the related debt reduction.  Upon
completion of the secondary offering and use of such proceeds for
debt repayment, Moody's currently expects to upgrade all of the
company's credit ratings by one notch.

Moody's affirmed the company's speculative grade liquidity rating
of SGL-1, reflecting the company's very good liquidity profile.
The lower debt and interest rates implied by the proposed
refinancing are expected to be positive for projected liquidity.

Moody's assigned these ratings:

   -- Ba2 rating to proposed $300 million senior revolver
      due 2011

   -- Ba2 rating to proposed $350 million senior term loan
      due 2011

Moody's placed these ratings on review for upgrade:

   -- $300 million proposed senior revolver due 2011 rated Ba2

   -- $350 million proposed senior term loan due 2011 rated Ba2

   -- $130 million 11.5% senior notes due 2009 rated Ba3 (the
      rating on the senior notes will be withdrawn if
      substantially all of the notes are retired in the tender
      offer).

   --Ba2 senior implied rating

   --Ba3 senior unsecured issuer rating

Moody's withdrew these ratings:

   -- $225 million senior secured revolver due 2007 rated Ba2

   -- $83.6 million senior secured term loan A due 2007 rated Ba2

   -- $270.2 million senior secured term loan B due 2008 rated Ba2

The ratings benefit from:

   * the company's improving balance sheet and operating
     performance;

   * stable customer base;

   * recurring revenue stream;

   * growing order backlog;

   * expectation that US government spending on defense and
     homeland security will continue to benefit private sector
     firms; and

   * track record of executing on the stated financial policy to
     reduce debt and leverage.

The ratings are constrained by:

   * URS's participation in a highly competitive industry that
     exhibits relatively low barriers to entry;

   * modest EBITDA margins; and

   * significant utilization of working capital.

The Ba2 rating assigned to the proposed credit facility, notched
at the senior implied level, reflects the preponderance of senior
debt in the capital structure.  The credit facility is expected to
be secured by a pledge of 100% of the common stock of domestic
subsidiaries, as long as the credit facility ratings remain two
notches below investment grade or lower.  If ratings are one notch
below investment grade or higher, the facility is expected to be
unsecured.  Financial covenants are expected to include minimum
interest coverage and maximum debt to total capital ratios and to
be less restrictive than those under the facility being replaced.

Based in San Francisco, California, URS Corporation is an
engineering firm that provides a range of:

   * professional planning,
   * design,
   * program and construction management,  and
   * operations and maintenance services.

Revenues for the twelve month period ended March 31, 2005 were
approximately $3.5 billion.


W.R. GRACE: Wants Plan Filing Period Stretched to November 23
-------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the periods within
which they have the exclusive right to:

    (a) file a Chapter 11 plan of reorganization through and
        including November 23, 2005; and

    (b) solicit acceptances for that plan through and including
        January 23, 2006.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, tells Judge Fitzgerald
that the Debtors continue to make progress in developing a
confirmable Chapter 11 plan and that they need more time to
continue moving forward with those aspects of their bankruptcy
cases that need to be resolved first.

As previously reported, the Debtors filed their Disclosure
Statement and Plan of Reorganization on November 13, 2004, and
their First Amended Disclosure Statement and Joint Plan of
Reorganization on January 13, 2005.  The Official Committee of
Unsecured Creditors and the Official Committee of Equity Security
Holders are joint proponents of the Amended Plan.  The Official
Committee of Asbestos Personal Injury Claimants, the Official
Committee of Asbestos Property Damage Claimants and the Futures
Representative do not currently support the Plan.

At a hearing on January 21, 2005, the Court directed the Debtors
to work with the Asbestos Committees and the Futures
Representative to develop case management procedures for
estimating the value of the asbestos-related claims, and the
estimation process has since been set in motion.  Discovery with
respect to the Debtors' asbestos PD liabilities is progressing,
while a hearing is set for August 17, 2005, with respect to the
PI Proof of Claim and Questionnaire and Case Management Order.
Ms. Jones relates that extending the Exclusive Periods would
allow the Debtors to continue moving toward the ultimate
estimation of asbestos-related claims, and therefore toward
confirmation of a plan of reorganization, without the distraction
of addressing competing plans.

Ms. Jones contends that regardless of the means chosen by the
Court to estimate the Debtors' asbestos liabilities, the process
will almost certainly be a time-consuming and complex one toward
which the Debtors and the Asbestos Parties must devote a
tremendous amount of time and a large number of resources.
Moreover, the Debtors and certain of the asbestos parties
continue to engage in discussions concerning a consensual plan.
Ms. Jones says that an extension would allow the Debtors to
continue to utilize their resources in a manner that will most
effectively and expediently further the estimation process while
also providing them the opportunity to continue discussions with
other constituents regarding amendments that could result in a
consensual plan.

Ms. Jones ascertains that the Debtors are not seeking a further
extension to unduly pressure creditors, nor will the extension
harm the Debtors' creditors or other parties-in-interest.
Instead, the Debtors only wish to continue to pursue a resolution
of asbestos-related claims that will be fair and equitable to
them and their asbestos claimants.

The Court will convene a hearing on June 27, 2005, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Exclusive Plan Proposal Period is automatically extended through
the conclusion of that hearing.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WEST CLIFF: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: West Cliff Shopping Plaza I, Limited Partnership
        P.O. Box 763773
        Dallas, Texas 75376

Bankruptcy Case No.: 05-36555

Type of Business: The Debtor owns and operates a shopping mall.

Chapter 11 Petition Date: June 8, 2005

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


WESTERN FOREST: Defers 50% of Interest Payment on Secured Bonds
---------------------------------------------------------------
Western Forest Products Inc. will be taking down-time at certain
operations during the summer, and also deferring payment of 50% of
the interest due on its 15% secured bonds as it is permitted to
do, in a measured response to maintain liquidity.

                      Operations Down-Time

In response to lower than expected sales and to reduce the amount
of cash tied up in log and lumber inventories the Company will be
taking down-time at both its logging and sawmilling operations
over the summer.  Logging operations will be curtailed starting at
various dates in July and all will be idle through to the end of
August.  Critical road and bridge building programs may continue
throughout this period.

The Duke Point sawmill will take down-time from June 30 to Aug. 2
to coincide with the installation of new equipment. The Ladysmith
sawmill will take down-time from July 18 to Aug. 15, the Saltair
sawmill from July 4 to Aug. 2, and the Cowichan Bay sawmill from
Aug. 8 to September 2.  The Nanaimo sawmill will continue to
operate on two shifts with the Silvertree mill continuing on one
shift.

"Taking this down-time should enable us to reduce our log and
lumber inventories by approximately $40-$50 million," says Reynold
Hert, President and Chief Executive Officer.

Additionally, the Company has rescheduled the annual Squamish pulp
mill maintenance shutdown to mid-August.  This will allow the
Company to spread out the timing of significant cash expenditures.

          US$221 Million Secured Bond Interest Deferral

The Company will defer payment of 50% of the interest due on
June 30 as permitted under the terms of the bond indenture.  The
unpaid interest amounting to approximately Canadian $10.3 million
carries interest at 15% and can be repaid at anytime during the
bonds' life, and in any event no later than July 28, 2009.

"Taking down-time is a difficult thing to do as it obviously
affects the livelihood of our employees and their families," says
Hert.  "However, we feel these steps along with the deferral of
50% of the interest payment are prudent measures that allow us to
better manage and preserve our liquidity so that we can continue
to work on our long-term strategy of improving the overall
business fundamentals."

                      About Western Forest

Western Forest Products Inc. is an integrated Canadian forest
products company and the second largest coastal woodland operator
in British Columbia.  Principal activities conducted by Western
and its subsidiaries include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing NBSK pulp.  Over 95% of Western's
logging is conducted on government owned timberlands in British
Columbia.  All of Western's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.


WINN-DIXIE: Can Sell Some Prescriptions & Inventory to CVS
----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Middle
District of Florida to sell certain pharmaceutical prescriptions
and inventory, which are not necessary for their reorganization.

Store #2091 in Reidsville, North Carolina, is a supermarket store
slated for sale or closure under the Debtors' Asset
Rationalization Plan.  The lease on the North Carolina Store
expired at the end of April 2005.  According to Cynthia C.
Jackson, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida,
the Debtors do not believe that the North Carolina Store fits
into their long-term business plans.  Thus, the Debtors decided
to cease operations there.

CVS Realty Co. offered to purchase the Assets for $147,619 --
$85,000 for the prescriptions and $62,600 for the inventory.
After reviewing all offers for the Assets, the Debtors determined
that CVS's offer was the highest and otherwise best bid for the
Assets.

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: Court Okays Rejection of Agreements & Equipment Leases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
permission to Winn-Dixie Stores, Inc., and its debtor-affiliates
to reject certain unexpired leases and executory contracts
effective June 2, 2005.  The Contracts include a signage
agreement, a telecommunications agreement and several equipment
leases with respect to stores no longer operated by the Debtors.

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: UST Withdraws Objection to Hiring XRoads Solutions
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 20,
2005, Felicia S. Turner, United States Trustee for Region 21,
objects to the application of Winn-Dixie Stores, Inc., and its
debtor-affiliates' employment of XRoads Solutions Group, LLC, as
their financial and operations restructuring consultants.  The
U.S. Trustee asserts that the Debtors' proposed terms of retention
and compensation of XRoads Solutions do not comport with the
requirements of Sections 327 and 330 of the Bankruptcy Code

                            *   *   *

The U.S. Bankruptcy Court for the Middle District of Florida
authorizes the Debtors to employ XRoads Solutions Group, LLC, as
their financial and operations restructuring consultants.

XRoads will provide 45 days' notice of any application for
deferred fees or performance fees based on the consummation of
one or more qualifying transactions.  The notice will be provided
to the United States Trustee, counsel for the Official Committee
of Unsecured Creditors, counsel for the Debtors' secured lenders,
and the parties named on the master service list.

XRoad's application for any performance fee in excess of
$1,500,000 will be permitted upon the Debtors' Board of
Director's determination that the additional amount is warranted.

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).


WHX CORP: Files Second Amended Disclosure Statement
---------------------------------------------------
WHX Corporation delivered to the U.S. Bankruptcy Court for the
Southern District of New York its Second Amended Disclosure
Statement on June 7, 2005.

The relevant modifications found in the Amended Disclosure
Statement include:

   -- the value of the New WHX Common Stock to be issued under
      the Plan is lowered to $105 million from $113 million.

   -- holders of allowed senior notes totaling $96,664,295
      will receive 92% on account of their claims (from an 85%
      recovery);

   -- holders of allowed preferred equity interests (lowered to
      $8.5 million from $16 million) will receive 8% of the New
      WHX Common Stock and warrants for 7% of the New WHX Common
      Stock at an exercise price of $11.20 per share; and

   -- unsecured claims holders estimated to be less than $10,000
      will recover 100% of their claims.

A full-text copy of the Amended Disclosure Statement is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=050609050004

                             *    *    *

A summary of the Debtors' previous plan appeared in the Troubled
Company Reporter on Mar. 15, 2005.

The Plan groups claims and interests into seven classes.

The Unimpaired Classes under the Plan consist of:

   a) Priority Non-Tax Claims that do not exceed $4,650 will be
      paid in full in the ordinary course of the Debtor's
      business; and

   b) Secured Claims that are secured by a valid, perfected and
      enforceable Lien on the Debtor's assets and will be treated
      in accordance with Section 1124 of the Bankruptcy Code.

The Impaired Claims under the Plan consist of:

   a) Allowed Senior Note Claims;

   b) Allowed Other Unsecured Claims will receive Cash equal to
      the amount of those Allowed Claims;

   c) Series A Preferred Equity Interests with an aggregate
      estimated recovery amount of $7,811,076 will be cancelled
      on the Effective Date, and on the Distribution Date, those
      claim holders will receive their Pro Rata Share of 686,853
      shares of New WHX Common Stock;

   d) Series B Preferred Equity Interests with an aggregate
      estimated amount of $9,247,329 will be cancelled on the
      Effective Date, and on the Distribution Date, those claim
      holders will receive their Pro Rata Share of 813,147 shares
      of New WHX Common Stock; and

   e) Common Equity Interests will be cancelled on the Effective
      Date and will receive no distributions under the Plan.

Headquartered in New York City, New York, WHX Corporation
-- http://www.whxcorp.com/-- is a holding company structured to
acquire and operate a diverse group of businesses on a
decentralized basis.  WHX's primary business is Handy & Harman, a
diversified industrial manufacturing company servicing the
electronic materials, specialty wire and tubing, specialty
fasteners and fittings, and precious metals fabrication markets.
The Company filed for chapter 11 protection on March 7, 2005
(Bankr. S.D.N.Y. Case No. 05-11444).  When the Debtor filed for
protection from its creditors, it reported total assets of
$406,875,000 and total debts of $352,852,000.


WORLDCOM INC: National Patent Prepares for Trial in November
------------------------------------------------------------
National Patent Development Corporation (NPDV.OB) disclosed that
the New York Supreme Court issued a decision on the motion made by
Electronic Data Systems Corporation for summary judgment
dismissing the fraud claims arising out of GP Strategies
Corporation's 1998 acquisition of Learning Technologies from the
Systemhouse subsidiaries of MCI Communications Corporation.

In its June 6, 2005, decision, the court refused to dismiss any of
GP Strategies' claims against EDS and Systemhouse.  The claims
relate to false representations concerning the financial condition
of LT's United Kingdom operation and held that GP Strategies had
presented evidence sufficient to raise triable issues of fact as
to whether defendants provided GP Strategies with financial
projections which they knew to be false or unreasonable, and made
representations or omissions indicating that LT's United Kingdom
operation was on track to achieve revenue targets which they knew
it would be unable to achieve.  However, the court dismissed GP
Strategies' claim that it had been fraudulently induced to acquire
LT based on false representations that Systemhouse was not for
sale. In its complaint, GP Strategies demands actual damages in
the amount of $117,900,000 plus interest, punitive damages in an
amount to be determined at trial, and costs, subject to reduction
for $12,273,575 in damages awarded in a related arbitration
against EDS. A trial date of November 1, 2005 has been set. GP
Strategies has requested a jury trial.

The fraud action, which was commenced on January 3, 2001, against
MCI, Systemhouse, and EDS, as successor to Systemhouse, had been
stayed against MCI as a result of the bankruptcy of MCI.  In
February 2004, the Bankruptcy Court lifted the stay so that the
state court could rule on the merits of MCI's summary judgment
motion.  MCI has asked the Bankruptcy Court to reinstate the stay
and to rule on its summary judgment motion. GP Strategies has
argued that it would be more efficient if the state court ruled on
both summary judgment motions.  The Bankruptcy Court has not yet
decided whether it or the state court should determine MCI's
summary judgment motion.

In connection with the spin-off of the Company by GP Strategies,
which occurred on Nov. 24, 2004, GP Strategies agreed to make an
additional capital contribution to the Company in an amount equal
to the first $5 million of any proceeds (net of litigation
expenses and taxes incurred, if any), and 50% of any proceeds (net
of litigation expenses and taxes incurred, if any) in excess of
$15 million, received with respect to the foregoing litigation and
arbitration claims. Pursuant to such agreement, GP Strategies has
made a $5 million additional capital contribution to the Company
out of the $18,428,486 proceeds of the arbitration award
($12,273,575 in damages, $6,016,109 in pre-award interest, and
$138,802 of post-award interest).  The net cash proceeds to GP
Strategies were approximately $8,500,000 after legal fees and the
distribution to the Company.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc.


* Canadian Government Introduces Insolvency Reform Package
----------------------------------------------------------
The Government of Canada has introduced a comprehensive insolvency
reform package in Parliament to modernize the Bankruptcy and
Insolvency Act and the Companies' Creditors Arrangement Act, as
well as to create the legislative framework for the Wage Earner
Protection Program, announced May 5, 2005.

Extensive consultations with stakeholders showed a broad consensus
that reforms were needed to ensure that Canada's insolvency system
better responds to the needs of business, consumers and investors.

"This reform is about better protecting those adversely affected
by bankruptcy and about facilitating restructuring as an
alternative to bankruptcy to save jobs and keep businesses
viable," the Honorable David L. Emerson, Minister of Industry,
said.  "Good insolvency law is critical to a fair and efficient
marketplace."

The reform package includes changes to personal and corporate
bankruptcy rules, as well as to restructuring provisions.
Restructuring can preserve employment and can lead to better
returns for creditors.  The reform updates and improves current
provisions in the system, for example, by exempting all RRSPs from
seizure in bankruptcy and by reducing the period before student
loans can be discharged.  Other changes will also help curb the
potential for abuse, particularly for individuals with large
income tax debts.

The Bill provides significant improvements to the protection of
employees, notably introducing the Wage Earner Protection Program
Act.  This will provide workers with guaranteed payment of wages.
Payment will no longer depend upon the amount of assets in their
employers' estates.  It will also ensure that workers get paid
their wages quickly, so that they will get their money when they
need it most.  It is anticipated that 97 percent of unpaid wage
claims would be fully paid under the WEPP.

"The Wage Earner Protection Program will protect workers by
providing a guaranteed payment of wages should their employer
declare bankruptcy," the Honorable Joe Fontana, Minister of Labour
and Housing, said.  "Meeting the needs of workers is important to
the health, well-being and financial success of all Canadians."

The legislative package is an example of smart regulation in
bringing more efficiency and effectiveness to the insolvency
process.  It will provide greater predictability to the corporate
restructuring process under the CCAA and still preserve its
flexibility.  It will also enhance fairness, which plays a central
role in insolvency given the competing interests among creditors,
and between debtors and creditors.

"Insolvency has a significant impact on our economy and affects
the lives of many Canadians each year," said Minister Emerson.
"Our system must be geared toward making our economy stronger and
more competitive, as well as dealing with individuals in financial
distress in a fair and equitable way."

Information on the Bankruptcy and Insolvency Act and the
Companies' Creditors Arrangement Act is available online at
http://strategis.ic.gc.ca/

Information on the Wage Earner Protection Program is available at
http://www.hrsdc.gc.ca/


* Edwin Komen Joins Sheppard Mullin as IP Partner
-------------------------------------------------
Edwin Komen has joined the Washington, D.C. office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in its Entertainment &
Media Group and Intellectual Property Practice Group.  The
addition of Mr. Komen further expands the multi-disciplinary
Entertainment & Media group, which has grown in two years to
include 38 lawyers whose primary focus is servicing entertainment,
media and advertising industry clients.

Mr. Komen, most recently with Arent Fox in Washington, D.C.,
specializes in all aspects of copyright, trademark and unfair
competition law, with a particular emphasis on practice before the
United States Copyright Office.  He represents motion picture
companies and other entertainment clients in transactional issues
involving rights clearance and acquisition.

"We're pleased to welcome Ed to the D.C. office," said Edward
Schiff, managing partner of the firm's Washington, D.C. office.
"He brings a wealth of copyright experience to the firm, and will
add to the teamwork and interplay between the firm's D.C., New
York and West Coast offices."

Commented Mr. Komen, "Sheppard Mullin is a great firm with an
excellent reputation.  I am excited about developing my practice
as part of the Entertainment & Media Group."

Robert Darwell, co-chair of the Entertainment & Media Group,
stated, "We are thrilled to add such an outstanding entertainment
copyright guru to the Group.  Ed is well-known and regarded by our
studio and other entertainment clients."

Mr. Komen's practice encompasses all issues surrounding
copyrights, trademarks and related matters including the right of
publicity, right of privacy, defamation and domain name
registration.  He often assists in preparing, prosecuting and
securing copyright, trademark and service mark registrations for
clients, with extensive knowledge of the rules and regulations
governing practice and procedure before the United States
Copyright Office and the Patent and Trademark Office's trademark
division.

Mr. Komen is familiar with all aspects of the Copyright Act of
1976, its predecessor the Copyright Act of 1909 and all earlier
United States Copyright Acts, as well as the copyright laws of
most major countries.  He has also counseled on international
copyright treaties and how they interact with domestic copyright
laws.

In addition to work with motion picture and television producers,
such as New Line Cinema, Universal Studios, Focus Features, and
Freemarket Films, Mr. Komen has represented clients from all
fields of the intellectual property industry such as advertising,
interactive software, online services, live theatrical
productions, music publishing, record labels, architecture,
photography, sculptural works, toys, apparel, textiles, carpets,
industrial tools and products, automotive products, and virtually
any other product or service whose value substantially depends on
copyright or trademark protection.

Mr. Komen serves on the editorial board of both Copyright World
and the Journal of the Copyright Society of the U.S.A.  He is a
frequent contributor to Copyright World and has previously
authored the U.S. Anti-Piracy section of the Fact Book published
by the American Film Marketing Association, a trade association
representing independent film producers.  Mr. Komen is currently
on the Advisory Board of the Montana State University Film School,
where he also lectures on film law.

Mr. Komen earned his law degree from George Washington Law School
in 1976 and graduated, cum laude, from University of Southern
California, with a BA in 1971.  He received his undergraduate
degree at USC's Film School and was a professional filmmaker prior
to attending law school.  Upon graduation from film school, Mr.
Komen was in the Peace Corps stationed in Micronesia.

            About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C. The firm's California offices
are located in Los Angeles, San Francisco, Santa Barbara, Century
City, Orange County, Del Mar Heights and San Diego. Sheppard
Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax, Employee Benefits, Trusts and Estate Planning; and White
Collar Defense. The firm was founded in 1927.


* Huron Consulting Adds 10 Experts to Firm
------------------------------------------
Huron Consulting Group (NASDAQ:HURN) disclosed the addition of
Jeffrey Seymour as managing director in the Legal Business
Consulting practice, the promotion of Allen Arnett to managing
director in the Valuation practice, and the addition of eight
managing directors in the Healthcare practice who were part of the
previously announced Speltz & Weis LLC acquisition.

"With Huron's continued growth, these individuals are the seasoned
professionals that our clients demand," said Gary E. Holdren,
chairman and chief executive officer, Huron Consulting Group.  "We
are thrilled that these outstanding individuals have chosen to
join Huron. Each of them will make a great addition to our team."

Allen Arnett has been serving chief financial officers for more
than a decade by providing valuation services and advising
companies on finance related issues.  He has advised multinational
and middle market companies across many industries on a wide range
of value related issues.  He joined Huron in 2003 from Standard &
Poor's Corporate Value Consulting practice (formerly
PricewaterhouseCoopers).  Mr. Arnett, a CFA charterholder, is
based in the company's Chicago office.

Thomas A. DeMinico has been a leader in healthcare management for
more than 15 years, advising major health care organizations,
academic medical centers, and top urban hospitals.  He has a broad
range of healthcare consulting experience encompassing: strategic
planning and partnering, operations including capacity and
throughput management, and information technology.  He provides
turnaround strategies, service line business development, and
process improvement to clients.  Mr. DeMinico, part of the Speltz
& Weis acquisition, will be based in Huron's New York office.

Robert Fanning Jr. served as a hospital president and chief
executive officer for more than 20 years.  He has a proven track
record in developing and implementing profitable strategies in
acute care hospitals, integrated delivery systems, and long-term
care facilities facing turnaround or distressed situations.  Mr.
Fanning, part of the Speltz & Weis acquisition, will be based in
the company's New York office.

Dawn M. Gideon has more than 20 years of experience as a senior
healthcare executive in such diverse areas as operations
management, organizational restructurings, consulting, strategic
planning, and business development.  She has also assisted
healthcare organizations in the development and execution of
turnaround plans, both within and outside of bankruptcy.  Ms.
Gideon, part of the Speltz & Weis acquisition, will be based in
Huron's New York office.

Peter A. Kelly has served as a healthcare executive for more than
20 years assisting in hospital acquisitions, mergers, system
development and integration, hospital finance and regulatory
affairs.  He has also had extensive interaction and working
relationships with local, state and federal agencies, elected
officials on all levels, and labor unions.  Mr. Kelly, part of the
Speltz & Weis acquisition, will be based in the company's New York
office.

Jan R. Radke, MD, has spent more than 20 years as a physician
executive serving in leadership positions in complex healthcare
organizations.  He has served as a chief medical officer, chief
executive officer, medical director and associate dean, and has
achieved considerable management and turnaround success in
academic medical centers, multi-specialty physician group
practices and tertiary level acute care facilities, and community
hospitals.  Dr. Radke, part of the Speltz & Weis acquisition, will
be based in Huron's New York office.

Jeffrey Seymour, a national leader in the field of e-discovery and
computer forensics, has spent the majority of his career assisting
counsel on litigation and investigation related matters.  He has
managed all facets of e-discovery and litigation support for
large-scale litigation and investigation matters.  He has
experience designing, implementing and integrating a wide variety
of third party and custom-built platforms and applications in
support of large-scale engagements across multiple law firms and
corporate clients.  Prior to joining Huron, Mr. Seymour was a
director in Navigant Consulting's Discovery Services practice.  He
will be based in the company's New York office.

David Speltz, the nationally recognized healthcare turnaround
advisor, has helped hospitals and other healthcare facilities
improve their financial, operational, and market performance
through organizational renewal.  For more than 25 years, he has
led senior management teams in successful turnaround and
restructuring efforts in public, teaching, and community
hospitals, often in highly competitive managed care environments.
Mr. Speltz, founder of Speltz & Weis, will be based in Huron's New
York office.

Tim Weis has been a restructuring adviser and provided turnaround
management services for healthcare organizations over the past 15
years.  He has been a CFO at various distressed hospitals and
hospital systems where he has developed and implemented turnaround
plans with particular emphasis on managing creditor relationships,
revenue cycle opportunities, improved financial reporting, and
renegotiations of various contracts.  Mr. Weis, founder of Speltz
& Weis LLC, will be based in Huron's New York office.

James Woods has focused on the utilization of real estate by
healthcare providers.  He has served as property manager for
healthcare organizations in New York and California.  Over his 20-
year career, he has been responsible for the financing and
development of a wide range of major healthcare projects.  Mr.
Woods, part of the Speltz & Weis acquisition, will be based in
Huron's New York office.

                  About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--
is an independent provider of financial and operational consulting
services.  Huron's experienced and credentialed professionals
apply their expertise in accounting, finance, economics, and
operations to a wide variety of financially sound and distressed
organizations, including Fortune 500 companies, medium-sized
businesses, leading academic institutions, healthcare
organizations, and the law firms that represent these various
organizations. Huron was named the No. 1 company on Entrepreneur
magazine's 11th Annual Hot 100 list.


* RSM Richter Merges with Calgary-Based Moody Shikaze
-----------------------------------------------------
RSM Richter, one of Canada's largest accounting and consulting
firms, strengthened its national position as an alternative to the
"big four" accounting firms by merging with Moody Shikaze Boulet
LLP, a prominent Calgary-based accounting firm.  The merged
company will operate under the RSM Richter brand.

The new partnership extends RSM Richter's national reach and
offers clients senior-level insight, personal service and greater
value in both Eastern and Western Canada.  RSM Richter provides a
full range of services to sophisticated, private companies from a
team of more than 550 people at offices in Toronto, Calgary and
Montr,al.

"This merger strengthens RSM Richter's status as a smart, more
client-focused alternative to the 'big four' accounting firms,"
said Peter Farkas, a managing partner of RSM Richter.  "RSM
Richter now offers nationwide access to a full suite of services -
in both the West and the East, and in both English and French
Canada."

RSM Richter's Calgary office previously specialized in corporate
restructuring, insolvency, business valuations and litigation
support, while Moody Shikaze Boulet focused on tax, audit and
assurance services.  The new, merged Calgary office will offer a
full suite of services that parallel RSM Richter's offerings to
major clients in Toronto and Montr,al.

"The growth of RSM Richter parallels the growth of Calgary as one
of the best places to do business in Canada," said Steve Allan, a
senior partner at RSM Richter's Calgary office.  "The new,
expanded RSM Richter team is excited to bring Western Canada the
best of both worlds: global reach and expertise, with personal,
customized local service."

                        About RSM Richter

RSM Richter -- http://www.rsmrichter.com/-- is one of Canada's
largest accounting and consulting firms.  Founded in 1926, the
firm combines the creative, client-focused cultures of its
Toronto, Calgary and Montr,al offices with the global reach of RSM
International, one of the world's largest networks of independent
accounting firms.  RSM has more than 600 offices in over 70
countries.  RSM Richter's specialties include corporate
reorganization, audit, tax and consulting services.


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  Beard Books
Softcover:  276 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981645/internetbankrupt


An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science.  Tisdale brings to her
subject of the wide and engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well.  Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times."

To this informative, readable style is added the probing interest
and concern of the philosopher trying to shed some light on one of
the central and most unsettling aspects of human existence.  In
this insightful, illuminating, probing exploration of the mystery
of illness, Tisdale also outlines the limits of the effectiveness
of treatments and cures, even with modern medicine's store of
technology and drugs.  These are often called "miracles" of modern
medicine.  But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them.  They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes.  Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse.  She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in.  I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better.  Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine.  Because of
the volume of patients, they do not get to spend much time with
any one or a few of them.  It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective.  Added to this is keeping up with the new medical
studies and treatments.  But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists."  To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital.  In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room.

From this combination of work with the infirm, ill, and the latest
medical technology and procedures among highly-skilled
professionals, Tisdale learned that "being sick is the strangest
of states."  This is not the lesson nearly all other health-care
workers come away with.  For them, sick persons are like something
that has to be "fixed." They're focused on the practical, physical
matter of treating a malady. Unlike this author, they're not
focused consciously on the nature of pain and what the patient is
experiencing.  The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work.  She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper.  The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current.  One
small, throbbing arteriole escapes, and his glasses and cheek are
splattered."  One learns more about what is actually going on in
an operation from this and following passages than from seeing one
of those glimpses of operations commonly shown on TV.

The author explains the illness of meningitis, "The brain becomes
swollen with blood and tissue fluid, its entire surface layered
with pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient.  Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them.  As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows.  Tisdale reminds
readers that the mystery of illness does, and always will, elude
the miracle of medical technology, drugs, and practices.  Part of
the mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness.  Erosion, obviously, is natural.  Our bodies
are essentially entropic." This is what many persons, both among
the public and medical professionals, tend to forget.  "The
Sorcerer's Apprentice" serves as a reminder that the faith and
hope placed in modern medicine need to be balanced with an
awareness of the mystery of illness which will always be a part of
human life.

                          *********

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.

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