TCR_Public/050613.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, June 13, 2005, Vol. 9, No. 138

                          Headlines

ADELPHIA COMMS: Rigases Want $600,000 More for Defense Costs
ALDERWOODS GROUP: Enters into Amended Agreement with Aaron Shipper
AMERICAN WATER: Accumulated Deficit Spurs Going Concern Doubt
AMES DEPARTMENT: Selling Charleston Property to Simpson for $550K
ANDROSCOGGIN ENERGY: Has Until August 31 to Make Lease Decisions

APPLETON PAPERS: Weak Credit Measures Cue S&P's Negative Outlook
AR UTILITY: Voluntary Chapter 11 Case Summary
ARECIBO RESURGE: Voluntary Chapter 11 Case Summary
ARMSTRONG WORLD: Wants to Expand Scope of Dickstein's Engagement
ASIA GLOBAL: 360networks Moves for Summary Judgment on Claim

ASSET BACKED: Fitch Assigns Low-B Ratings on $7MM Class B Certs.
BERTUCCI'S CORP: S&P Withdraws Junk Ratings at Company's Request
BOOKER T. WASHINGTON: A.M. Best Says Financial Strength is Weak
BROCKWAY PRESSED: Case Summary & 20 Largest Unsecured Creditors
BUEHLER FOODS: Wants to Hire Bingham McHale as Special Counsel

C & A, S.E.: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Discloses SEC Request as Sale Process Commences
CALPINE CORP: Buying Back 9-5/8% Senior Secured Notes for Cash
CALPINE CORP: Names Paul Posoli as Calpine Energy President
CERTIFIED HR: Parent Company Clarifies Unit's Chapter 11 Filing

CITICORP MORTGAGE: Fitch Affirms Low-B Ratings on 8 Class B Certs.
COSINE COMMS: Nasdaq to Halt Common Stock Trading on Wednesday
D & K STORES: Wants More Time to Assume or Reject Leases
DELPHI CORP: Finance Execs Resign Over Accounting Irregularities
DELPHI CORP: Bank Lenders Continue Support After Audit Review

DIRECTV HOLDINGS: Moody's Rates New $1 Bil. Senior Notes at Ba2
DIRECTV HOLDINGS: Fitch Assigns BB Rating on Prop. $1B Note Offer
DM WHITE: Case Summary & 20 Largest Unsecured Creditors
DOCTORS HOSPITAL: Hires Navigant Consulting as Financial Advisor
ENRON CORP: Inks Separate Pacts Resolving Claims by Five Entities

ENRON CORP: Judge Werlein Sentences Ex-Enron Officer & 2 Bankers
ENRON: Citigroup Agrees to Settle Class Action Suit for $2 Billion
EXIDE TECH: Lead Claimants Want Allocation Procedure Streamlined
FASTENTECH INC: S&P Rates Amended $175MM Credit Facility at BB-
FEDERAL-MOGUL: Wants Cost Consultant to Follow-Up on 12 Facilities

FOUR DIPS: Case Summary & 6 Largest Unsecured Creditors
GARDEN STATE: Case Summary & 20 Largest Unsecured Creditors
HAYES LEMMERZ: SEC to File Civil Enforcement Action
HAYES LEMMERZ: Sued by Ex-Directors to Recover Class Action Costs
HERCULES OFFSHORE: Moody's Rates Proposed $130M Term Loan at B2

HOLLINGER INC: Ontario Court Removes Peter G. White as a Director
INDUSTRIAL ENTERPRISES: Buys 100% Interest in Unifide for $3.75MM
INGLE'S NOOK: Case Summary & 20 Largest Unsecured Creditors
INTERSTATE BAKERIES: Stay Modified to Allow $1.2M Claim Settlement
IPSCO INC: Moody's Upgrades Senior Implied Rating to Ba1 from Ba2

J.CREW GROUP: April 30 Balance Sheet Upside-Down by $580 Million
JAZZ PHOTO: Sells Assets to Ribi Tech for $887,750
JOSEPH DOMAL: Case Summary & 18 Largest Unsecured Creditors
LORAL SPACE: Wants Excl. Solicitation Period Extended Until Aug. 1
MEDICAL NUTRITION: April 30 Balance Sheet Upside-Down by $913,300

MERRILL LYNCH: Fitch Rates 2 Private Class Certs. at Low-B
METALLURG INC: Moody's Lifts Sr. Implied Rating to Caa1 from Caa3
MGM MIRAGE: Moody's Puts Ba2 Rating on $500M Sr. Unsec. Notes
MIRANT CORP: Asks Court to Approve Inter-Debtor Tolling Agreement
MIRANT CORP: Wants to Enter into Third Party Tolling Agreements

MORGAN STANLEY: Fitch Affirms Low-B Rating on 5 Cert. Classes
NAPIER ENVIRONMENTAL: Inks Pact to Sell Significant Assets to SICO
NATIONAL CENTURY: Long-Term Care Companies Can't Prosecute Suit
NBTY INC: Inks $5.7 Million SISU Inc. Acquisition Pact
NEP INC: Weak Operating Results Prompt S&P's Negative Outlook

NEIGHBORCARE INC: Moody's Reviewing Ratings for Possible Downgrade
NRG ENERGY: Declares Preferred Stock Dividend of $10 Per Share
NUCENTRIX BROADBAND: Distributes $0.435 Per Share to Stockholders
OPTINREALBIG.COM: Creditors Must File Proofs of Claim by July 29
OWENS CORNING: VPs Dana, Dietzel & Krull Sell 3,090 Shares

PAGSTA INTERNATIONAL: Case Summary & 20 Largest Creditors
PARMALAT GROUP: Releases Financial Results as of April 30, 2005
PATHMARK STORES: Shareholders Accept Yucaipa's $150 Million Offer
PEGASUS SATELLITE: Trustee Modifies Recovery Analysis
POLYMER RESEARCH: Ch. 7 Trustee Gets $250K Loan for Clean-Up Work

POLYONE CORP: Reduces Income Outlook for Second-Quarter of 2005
PONDEROSA PINE: Wants to Hire Nixon Peabody as Litigation Counsel
POPE & TALBOT: High Debt Prompts S&P to Lower Ratings to BB-
PRICELINE.COM: Names Tim Gordon & Mark Koehler as Senior VPs
PRIME TECHNOLOGY: Case Summary & 21 Largest Unsecured Creditors

PROXIM CORP: Files Chapter 11 Petition in Delaware to Effect Sale
PROXIM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
RHODES INC: Names Joel Dugan President & Chief Executive Officer
ROTECH HEALTHCARE: Restating Financials to Correct Acctg. Errors
SALTON INC.: Recalls 100,000 Coffee Makers from Sears Stores

SONICBLUE INC: Wants Exclusive Filing Period Extended to July 18
TOYS 'R' US: Posts $41 Million Net Loss for First Quarter 2005
TRANSTECH INDUSTRIES: Settles Claims with Insurance Carriers
UAL CORP: Wants Exclusive Right to File Plan Until Sept. 1
UAL CORP: Court Okays Pact Resolving CIT Financial's $1.2M Claim

UAL CORP: PBGC Says Pension Funding Data Reported is Inaccurate
UNIHEALTH SERVICES: Voluntary Chapter 11 Case Summary
UNITED PRODUCERS: Wants Bartlett Benner as Real Estate Brokers
UNOVA INC: Good Revenue Growth Prompts S&P's Positive Outlook
WATTSHEALTH FOUNDATION: Look for Bankruptcy Schedules on Aug. 1

WINN-DIXIE: Hires Blackstone Group as Restructuring Consultant
WINN-DIXIE: Court OKs Panel's Retention of A&M as Advisor
WINN-DIXIE: Court OKs Panel's Retention of Houlihan as Advisor
WSNET HOLDINGS: Court Approves Disclosure Statement

* BOND PRICING: For the week of June 6 - June 10, 2005

                          *********

ADELPHIA COMMS: Rigases Want $600,000 More for Defense Costs
------------------------------------------------------------
As previously reported, John J. Rigas, Timothy J. Rigas, James P.
Rigas and Michael J. Rigas asked the Court to allow advancement
of $900,000 in additional defense costs from certain directors'
and officers' insurance policies purchased by Adelphia
Communications Corporation and its debtor-affiliates.  A D&O
Liability Insurance Policy issued by Associated Electric & Gas
Insurance Services Limited provides primary layer of coverage for
the Debtors' D&O Policies for $25 million.  Two other insurance
companies provide coverage totaling $25 million in excess of that
covered by AEGIS.

At the hearing held on February 22, 2005, the Court granted the
Rigases' request.  Judge Gerber allotted an additional $300,000
to James Rigas and an additional $600,000 to Michael Rigas.

            Rigases Want to Further Advance $600,000

Lawrence G. McMichael, Esq., at Dilworth Paxon LLP, in
Philadelphia, Pennsylvania, informs the Court that current
invoices submitted to AEGIS for covered defense costs now exceed
the allotted $900,000.  Thus, the Rigases ask the Court to allow
AEGIS to advance an additional $300,000 for James Rigas and
$300,000 for Michael Rigas.

The criminal trial against Michael Rigas, Mr. McMichael relates,
is scheduled for October 24, 2005.  James Rigas has never been
indicted for any criminal offense.

The additional $300,000 each to Michael and James Rigas reflects
the need for substantial defense costs in the next few months and
should eliminate the need for the Rigases to burden the Court
with numerous repetitive requests, Mr. McMichael adds.

The Rigases believe that their request for additional payment is
modest in size, and thus will not be a threat to the Debtors'
reorganization efforts.  "[T]he D&O Policies would be virtually
unaffected by draw down of the size contemplated by the [Rigases'
Request], Mr. McMichael says.

The requested amount, Mr. McMichael points out, represents only
1.2% of the coverage available under the D&O Policies.
Therefore, the Rigases assert that there is no "material risk of
depletion."

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)


ALDERWOODS GROUP: Enters into Amended Agreement with Aaron Shipper
------------------------------------------------------------------
Ellen Neeman, a senior vice president of Alderwoods Group, Inc.,
discloses in a regulatory filing with the Securities and Exchange
Commission that on May 10, 2005, the Company entered into an
amended and restated letter agreement with Aaron Shipper that
replaces all other employment letters and contracts with the
Company, to be effective as of May 1, 2005.

Mr. Shipper is reaffirmed as the Senior Vice President, Advance
Planning of Alderwoods Group and President of Mayflower National
Life Insurance Company, a subsidiary of Alderwoods.

The amendments contained in the Shipper Agreement include these
terms:

Base Pay:          $220,000 gross per annum

Annual Incentive:  Entitled to participate at the annual
                   executive level of 40% target and 80% maximum

Stock Options:     Entitled to participate in the Stock Option
                   Program

Benefits:          Continue to be eligible to participate in the
                   Alderwoods benefits program.  Will be eligible
                   for a $3,000 medical spending account

Annual Medical:    Entitled to take a company paid annual
                   medical

401K:              Continue to be eligible to participate in the
                   Alderwoods 401K program

Vacation:          Eligible for four weeks vacation per year

Employment         Entitled to receive 12 months severance
Termination:       consisting of base salary and standard health
                   and dental benefits, if terminated for any
                   reason other than just cause.  All other
                   benefits would cease on the last day of
                   active employment.  The health and dental
                   benefits would cease if Mr. Shipper obtains
                   alternative coverage during the 12-month
                   period.

Change of          If there is a change of control, as defined
Control:           under the Alderwoods 2005 Equity Incentive
                   Plan, and as a result of employment being
                   terminated, Mr. Shipper will receive 24
                   months severance.

Alderwoods Group is the second largest operator of funeral homes
and cemeteries in North America, based upon total revenue and
number of locations.  As of June 19, 2004, the Company operated
716 funeral homes, 130 cemeteries and 61 combination funeral home
and cemetery locations throughout North America.  Of the Company's
total locations, 59 funeral homes, 53 cemeteries and four
combination funeral home and cemetery locations were held for
sales as of June 19, 2004.  The Company provides funeral and
cemetery services and products on both an at-need and pre-need
basis.  In support of the pre-need business, the Company operates
insurance subsidiaries that provide customers with a funding
mechanism for the pre-arrangement of funerals.

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.  At the same time, Standard & Poor's also assigned its
'BB-' senior secured bank loan rating and its '1' recovery rating
to Alderwoods' proposed $75 million revolving credit facility,
which matures in 2008, and to its proposed term loan B, which
matures in 2009.  The existing term loan had $242 million
outstanding at March 27, 2004, but will be increased in size.  The
bank loan ratings indicate that Standard & Poor's expects a full
recovery of principal in the event of a default, based on an
assessment of the loan collateral package and estimated asset
values in a distressed default scenario.  The company is expected
to use the proceeds from the new financings to redeem $320 million
of 12.25% senior unsecured notes, repay a $25 million subordinated
loan, and fund transaction costs.  As of March 27, 2004, the
company had $614 million of debt outstanding.  (Loewen Bankruptcy
News, Issue Nos. 98; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


AMERICAN WATER: Accumulated Deficit Spurs Going Concern Doubt
-------------------------------------------------------------
Weaver & Martin, LLC, expressed substantial doubt about American
Water Star Inc.'s (AMEX: AMW) ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year 2004 ended Dec. 31, 2004.  The auditors point to
the Company's accumulated deficit at the need to obtain additional
financing to fund payment obligations and to provide working
capital for operations.  AMW management is seeking additional
financing, which if successful, should mitigate the factors that
have raised doubt about AMW's ability to continue as a going
concern.

                          AMEX Listing

The Company said it is not in compliance with the continued
listing standards of the American Stock Exchange, but its listing
is being continued pursuant to an extension granted upon the
acceptance of its plan (rectifying its deficiency in reporting
obligations) by AMEX on May 26, 2005.

As stated in previous press releases, AMW still plans to file, as
soon as practicable, amended reports on Forms 10-QSB for the
quarterly periods ended March 31, 2004, June 30, 2004 and
Sept. 30, 2004, to include restatements of the financial
statements as concluded by AMW's audit committee and its
independent registered public accounting firm.

Additionally, AMW has triggered another deficiency under AMEX's
Company Guide Section 1003(d), 134, 1101 due to AMW not filing its
quarterly report on Form 10-QSB for the period ended March 31,
2005.  AMEX has notified AMW about this deficiency.  AMW submitted
a plan to AMEX on June 8, 2005 advising AMEX of AMW's actions it
has taken or will take to bring AMW into compliance with Sections
134, 1101 and 1003(d).

                        About the Company

American Water Star Inc. is a publicly traded company and is
engaged in the beverage bottling industry.  Its product brands are
licensed and developed in-house, and bottled in strategic
locations throughout the United States.  AMW's beverage products
are sold by the truckload, principally to distributors, who sell
to retail stores, corner grocery stores, convenience stores,
schools and other outlets.

At AMW, we believe our great-tasting, new zero sugar, zero calorie
flavored water beverages have positioned us to capture a large
share of the market for healthy flavored waters. Our product line
consists of four branded beverages: Geyser Sport; Geyser Fruit;
Geyser Fruta; and Hawaiian Tropic. Geyser Sport is a sugar-free,
calorie-free, carb-free fruit flavored beverage fortified with
vitamins and calcium, offered in eight different fruit flavors.
Geyser Fruit is a non-carbonated water with a low sugar content,
also offered in eight different flavors. Geyser Fruta is targeted
to the Hispanic market and includes authentic Latin flavored
beverages. Our Hawaiian Tropic products feature sugar-free, no
carbohydrate, caffeine-free, sodium-free tropical drinks offered
in four flavors.


AMES DEPARTMENT: Selling Charleston Property to Simpson for $550K
-----------------------------------------------------------------
Ames Realty II, Inc., owns a real property located at the Kahawha
Mall on MacCorkle Avenue in Charleston, West Virginia.  The
Property consists of about 5.5 acres of land with 81,800 square
feet of rentable space in a former Ames store premises.

Ames Department Stores and its debtor-affiliates have actively
sought a purchaser for the Property, Neil Berger, Esq., at Togut,
Segal & Segal LLP, in New York, relates.  On April 5, 2005, the
Debtors and Simpson Properties, Inc., executed an Agreement for
the Purchase and Sale of the Property.  The Debtors believe that
Simpson has made the best offer to date.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve the sale of the
Property to Simpson pursuant to the Asset Purchase Agreement,
subject to higher and better offers, free and clear of all liens.

The salient terms of the Asset Purchase Agreement are:

   A. Assets to Be Purchased

      Simpson will purchase:

         * The land, the improvements, and all its easements,
           tenements, hereditaments, rights, licenses, privileges
           and appurtenances;

         * All equipment and furnishings and all other tangible
           personal property owned by Ames Realty and located on
           the premises on the Closing; and

         * Assignable rights and licenses:

              -- certificates, permits and licenses belonging or
                 relating to the premises or the personal
                 property and running to or in favor of Ames
                 Realty;

              -- operating, maintenance, building service or
                 management agreements relating to the ownership
                 or operation of the premises running to or in
                 favor of Ames Realty or the premises; and

              -- right, title and interest of the Debtor in and
                 to all drawings, plans and specifications
                 covering the Property.

   B. Purchase Price

      Simpson will pay $550,000 for the property:

         * Simpson will deposit $27,500 to Stein, Simpson &
           Rosen, P.A., as escrowee, to be drawn in accordance
           with the terms of the Purchase Agreement;

         * The $522,500 balance will be paid by wire transfer at
           the Closing, subject to prorations and adjustments as
           may be provided under the Purchase Agreement.

   C. Closing

      Closing on the sale will occur on the 15th day after the
      Court approves the sale.

   D. No Representations or Warranties

      The Property is being sold on an "as is, where is" basis,
      subject to representations that are customary in real
      estate transactions.

Mr. Berger tells the Court that the only recorded lien against
the Property is a mortgage in favor of Kimco Funding, LLC.
Kimco, Mr. Berger says, consented to the proposed sale to Simpson
or to another entity, and agreed to release its lien against the
Property.  Kimco's liens will transfer to the net proceeds of the
Sale.

The Debtors also ask Judge Gerber to exempt the Sale from stamp
or similar taxes under Section 1146(c) of the Bankruptcy Code.

Mr. Berger attests that the Purchase Agreement is the product of
significant arm's-length negotiations between the parties.  The
transfer of the Property to Simpson or to another successful
bidder that submits a higher or better offer will provide the
greatest return to the Debtors' estates and their creditors, and
eliminate further administrative costs to maintain the Property.

A full-text copy of the Purchase Agreement is available for free
at:

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

The Court will conduct a sale hearing on June 15, 2005, at 9:45
a.m.

Ames Department Stores filed for chapter 11 protection on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
68; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANDROSCOGGIN ENERGY: Has Until August 31 to Make Lease Decisions
----------------------------------------------------------------
The Honorable Louis H. Kornreich of the U.S. Bankruptcy Court for
the District of Maine granted Androscoggin Energy LLC's second
request more time to decide to assume, assume and assign, or
reject its unexpired nonresidential real property leases.

The extension gives the Debtor until August 31, 2005, to make its
decision on an unexpired nonresidential lease property located onj
Riley Road in Jay, Maine.  International Paper Company is the
lessor of that property.

The Debtor explains that the extension will give it sufficient
time to settle a dispute with International Paper concerning
obligations under an Energy Services Agreement that was executed
in connection with the unexpired lease.

The Debtor further adds that it has not decided whether to assume
or reject the lease because it is still focused on monetizing
certain of its assets as part of its reorganization.  The Debtor
will explore its options with respect to maintaining the
cogeneration facility as a going concern when the sales are
completed.

The Debtor assures Judge Kornreich that the extension will not
prejudice International Paper and that it is current on all
postpetition rent obligations.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


APPLETON PAPERS: Weak Credit Measures Cue S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty paper producer Appleton Papers Inc. to negative from
stable.  At the same time, it affirmed all ratings, including the
'BB' corporate credit rating.

"The rating action reflects credit measures that remain somewhat
weaker than we had been expecting Appleton to achieve," said
Standard & Poor's credit analyst Pamela Rice.  "Although we had
expected that Appleton would need to pursue growth opportunities
to replace shrinking carbonless paper volumes, we had anticipated
a greater portion to be generated internally.  However, revenue
growth of thermal products has been less robust than originally
projected.  In addition, the operating margins of acquired
businesses are below expectations."

The Appleton, Wisconsin-based company is the world's largest
manufacturer of carbonless paper, which is used in multipart forms
such as invoices, credit-card receipts, and packing slips.

Appleton is expected to remain aggressively leveraged because of
its acquisition strategy to replace declining carbonless paper
revenues.

"Appleton needs to make progress in strengthening its credit
measures over the next year or so in order to maintain its
ratings," Ms Rice said.  "We expect the company to remain
acquisitive and, therefore, do not expect meaningful permanent
debt reduction over the next 12-18 months.  Appleton's earnings,
therefore, will need to improve in order to generate stronger
credit measures.  If the company reduces debt more than we
currently expect and earnings do not deteriorate, the outlook
could be revised to stable."


AR UTILITY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: AR Utility Specialists, Inc.
        aka Arusi, Inc.
        aka EDM Group
        aka Tierra Technologies
        2840 South 36 Street
        Phoenix, Arizona 85034


Bankruptcy Case No.: 05-10489

Type of Business: The Debtor is an engineering and design firm for
                  utilities serving the metropolitan Phoenix
                  area.  See http://www.arusi.net/

Chapter 11 Petition Date: June 10, 2005

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: J. Henk Taylor, Esq.
                  Lewis And Roca Llp
                  40 North Central Avenue
                  Phoenix, Arizona 85004-4429
                  Tel: (602) 262-0254
                  Fax: (602) 262-5747

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.


ARECIBO RESURGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Arecibo Resurge, Inc.
        P.O. Box 143773
        Arecibo, Puerto Rico 00614

Bankruptcy Case No.: 05-05328

Chapter 11 Petition Date: June 10, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Ivan Diaz Lopez, Esq.
                  Ivan Diaz Lopez Law Offices
                  951 Fernandez Juncos Avenue, Suite 201
                  San Juan, Puerto Rico 00907
                  Tel: (787) 721-4929

Estimated Assets: $1 Million to $10 Million

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

The Debtor does not have unsecured creditors who are not insiders.


ARMSTRONG WORLD: Wants to Expand Scope of Dickstein's Engagement
----------------------------------------------------------------
On January 5, 2001, Armstrong World Industries, Inc., sought to
employ Dickstein Shapiro Morin & Oshinsky, LLP, to, among other
things, assist, advise and represent the Debtors in connection
with insurance coverage matters and provide strategic advice and
assistance to them with respect to asbestos-related and other
product liability and mass tort claims, liabilities and
litigation.

The Retention Application did note, however, that Dickstein
Shapiro's attorneys who represent the Debtors intended to leave
the firm effective January 1, 2001, and form a new law firm named
Gilbert Heintz & Randolph, LLP.  The Debtors also informed the
Court that following Gilbert Heintz's establishment, they would
then file an application retaining the new firm to provide certain
asbestos-related services.

On March 30, 2001, the Court authorized AWI to employ Dickstein
Shapiro as its special counsel for insurance and asbestos-related
matters.

In addition, the Debtors also proposed to hire The Feinberg Group,
LLP, as their special counsel for the analysis, evaluation and
treatment of personal injury asbestos claims.

Kenneth L. Jacobs, Esq., AWI's Deputy General Counsel in
Litigation, informs the Court that recently Deborah Greenspan of
Feinberg Group and Diane Y. Smoyer of Gilbert Heintz left their
firms and joined Dickstein Shapiro.

While employed at Feinberg Group, Ms. Greenspan was principally
involved in the analysis, evaluation and treatment of asbestos
personal injury claims over the course of the Debtors' Chapter 11
case.

Ms. Smoyer, while with Gilbert Heintz, represented and advised the
Debtors with respect to matters relating to insurance coverage for
alleged PCB-related liabilities, certain non-asbestos related plan
and emergence insurance issues, and director & officer insurance
issues.

Mr. Jacobs notes that Ms. Greenspan and Ms. Smoyer have special
knowledge of the Debtors' asbestos personal injury claims and
particular insurance-related matters.

Because the two lawyers are presently practicing at Dickstein
Shapiro, the Debtors believe that the firm is both well qualified
and uniquely able to represent AWI as special counsel in a most
efficient and timely manner.

In light of this, the Debtors seek to expand the scope of
Dickstein Shapiro's retention to clarify that Ms. Greenspan and
Ms. Smoyer can continue to perform the services they had performed
for AWI during their tenure at their prior firms.

Specifically, as AWI's special counsel, Dickstein Shapiro will
provide:

   (1) analysis and valuation of personal injury asbestos claims;

   (2) strategic advice regarding evaluation and treatment of
       personal injury asbestos claims; and

   (3) advice and representation of AWI with respect to matters
       relating to insurance coverage for alleged PCB-related
       liabilities, certain non-asbestos related plan and
       emergence insurance issues, and director and officer
       insurance issues.

"Considering that Ms. Greenspan was chiefly responsible for
providing the supplemental services while a partner in Feinberg,
the Supplemental Services will not be duplicative in any manner of
the services to be performed by any other professional retained by
AWI in the Chapter 11 case," Mr. Jacobs assures Judge Fitzgerald.

Mr. Jacobs also determines that the insurance services that
Dickstein Shapiro currently provides to AWI are in no way
duplicative of Gilbert Heintz's insurance services.  Dickstein
Shapiro, through Ms. Smoyer, agreed to continue to advise and
represent AWI with respect to those services following Ms.
Smoyer's departure.  Mr. Jacobs says that Gilbert Heintz no longer
provides insurance coverage services, however, the firm continues
to work with AWI on other insurance-related matters, including
environmental insurance recovery, asbestos property damage
insurance recovery, and other asbestos issuance recovery matters
against various insurers.

Gilbert Heintz also continues to serve as AWI's counsel of record
on a currently inactive PCB-related litigation insurance recovery
matter.  The insurance services provided by Gilbert Heintz and
Dickstein Shapiro are not duplicative, Mr. Jacobs confirms.

Ms. Greenspan attests that Dickstein Shapiro does not have any
connection with AWI, its creditors, or any other party-in-
interest, and does not represent or hold any interest adverse to
AWI in the matters for which the firm is to be employed.

Dickstein Shapiro intends to apply for compensation for
professional services rendered at its standard hourly rates and
for reimbursement of expenses, subject to change from time to
time.  AWI will pay Ms. Greenspan a standard $550 per hour and Ms.
Smoyer $425 per hour.

Given the small amount of fees relating to Ms. Smoyer's insurance-
related work, and the fact that those services were not directly
related to AWI's case, AWI has treated Dickstein Shapiro as an
"ordinary course professional" and paid the firm $62,889 in fees
and expenses over an eight-month period.

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)


ASIA GLOBAL: 360networks Moves for Summary Judgment on Claim
------------------------------------------------------------
During a telephone conference held by the U.S. Bankruptcy Court
for the Southern District of New York on May 11, 2005, the Hon.
Stuart M. Bernstein asked 360networks Corporation why Asia Global
Crossing, Ltd., would remain liable under the AGX Guaranty for
Global Crossing Bandwidth's failure to perform under the Master
Agreement during the period after the effectiveness of GC
Bandwidth and 360networks' settlement agreement.

In response, 360networks' attorney, Alan J. Lipkin, Esq., at
Willkie Farr & Gallagher, LLP, in New York, told Judge Bernstein
that 360networks' release of GC Bandwidth in the Settlement
Agreement did not result in any release from its obligations
under the AGX Guaranty.  Mr. Lipkin states that AGX's guaranty of
performance obligation which would not be released under the
Settlement Agreement is reinforced by the express provision that
AGX's obligation was excluded from the scope of the release
granted by 360networks in the Settlement Agreement of claims
against GC Bandwidth and its other affiliates.

                       AGX Trustee Responds

Robert L. Geltzer, the AGX Chapter 7 Trustee, relates that, as a
general principle, an obligee can release the primary obligor
without releasing the guarantor -- so long as the guaranty
document specifically so provides.

The AGX Trustee avers that 360networks is in reality asking the
Court to unilaterally amend the AGX Guaranty on its behalf to add
a provision which simply isn't there, something to the effect
that says: "should 360networks release GC Bandwidth from the Asia
Commitment, all of the requirements regarding the methods of
demanding capacity will be deemed eliminated from the Master
Agreement, and AGX will be required to deliver the $100,000,000
of capacity contemplated by the Asia Commitment immediately
without any demand or notice whatsoever."

The AGX Trustee notes that 360networks' arguments are premised on
a thorough misunderstanding of the Master Agreement, the AGX
Guaranty and the applicable law.

"In fact, the AGX Guaranty does not even contain language
rendering AGX a primary obligor," the AGX Trustee says.  "Rather,
AGX's role is strictly that of a secondarily liable guarantor."

Furthermore, the AGX Trustee argues that 360networks' proposed
rewriting of the Master Agreement and the AGX Guaranty are
directly contrary to certain applicable laws citing that option
contracts must be exercised in the manner prescribed in a
contract, and will be construed strictly against an optionee.

Moreover, Jonathan L. Flaxer, Esq., at Golenbock Eiseman Assor
Bell & Peskoe, LLP, in New York, relates that the AGX Guaranty
explicitly provides that if the Asia Commitment has either been
performed or is not currently due, AGX has a complete defense to
any claims for performance.

Mr. Flaxer asserts that 360networks' decision not to order
capacity during the option period, and the resulting expiration
of GC Bandwidth's obligation to provide that capacity, is
uncontroverted.  The Master Agreement provides for no refund or
any other rights on that expiration.  Mr. Flaxer maintains that
360networks has failed to come up with any facts demonstrating a
"repudiation," or showing that they are genuine issues of
material fact for trial.

According to 360networks, by virtue of breach, it is entitled "to
the maximum claim under the AGX Guaranty," notwithstanding its
decision not to request capacity under the Asia Commitment.
Mr. Flaxer argues that this theory fails because it misconstrues
the nature of the Asia Commitment, ignores the AGX guaranty's
terms, and turns the doctrine of anticipatory breach on its head.

It is abundantly clear, Mr. Flaxer asserts, that 360networks'
conduct is antithetical to any invocation of the doctrine of
anticipatory breach.  Mr. Flaxer further insists that:

    (1) The party seeking to invoke the doctrine must show that
        the other party to the contract unequivocally evinced the
        intent not to perform.  That indication must be clear,
        definite and final.

    (2) 360networks, as the optionee under a unilateral option
        contract, had no obligations under the Asia Commitment,
        and thus no concern that it would render its own
        performance only to later discover that GC Bandwidth or
        AGX might breach.  Mr. Flaxer states that had 360networks
        ordered capacity, it might then have had a concern that
        the circuit might not be "lit" and available by the time
        it was needed by 360networks to carry customer traffic --
        and at that point might have considered seeking
        assurances.

    (3) Even if the doctrine of anticipatory breach could have
        applied to the Asia Commitment, 360networks never sought
        any assurances nor took any steps regarding any possible
        future breach.  It is thus deemed to have opted to treat
        the Asia Commitment as valid.

    (4) 360networks is estopped from asserting the doctrine of
        anticipatory breach due to its failure, during the entire
        24-month period of its option, to notify either GC
        Bandwidth or AGX of any concern regarding a possible
        "anticipatory beach."

              360networks Insists AGX Trustee is Wrong

Mr. Lipkin vehemently argues that the AGX Trustee was only able
to reach those flawed conclusions by distorting, misrepresenting,
or disregarding the relevant facts and applicable law.

Mr. Lipkin explains that just as the AGX Trustee misses the big
picture by exclusively focusing on the mechanical steps
360networks would have to take to order capacity under the Master
Agreement -- and ignoring GC Bandwidth's and AGX's ability to
perform -- the AGX Trustee misconstrues his burden in a summary
judgment motion by focusing entirely on what burden 360networks
ultimately might have.

Mr. Lipkin determines that there are three separate undisputed
sets of fact that mandate summary judgment for 360networks
because each independently demonstrates "affirmative acts" that
repudiated the Asia Commitment.  These facts concern:

    (a) the AGX Trustee's admissions regarding GC Bandwidth's
        rejection and material breach of the Master Agreement;

    (b) the end of the integrated network between the Global
        Crossing Debtors and AGX; and

    (c) AGX's sale of all of its telecommunications assets.

Accordingly, Mr. Lipkin says, it is only just and proper that the
Court grants a summary judgment favoring 360networks in its
entirety and overthrowing the AGX Trustee's contentions.

Asia Global Crossing Ltd., through its direct and indirect
subsidiaries, as well as through a number of in-country joint
ventures and commercial arrangements with Asian partners, provides
the Asia Pacific region with a broad range of integrated
telecommunications and IP services.  The Company filed for chapter
11 protection on Nov. 17, 2002 (Bankr. S.D.N.Y. Case No.
02-15749).  When the Debtor filed for protection from its
creditors, it listed $2,279,771,000 in total assets and
$2,616,316,000 in total debts.  David M. Friedman, Esq., at
Kasowitz, Benson, Torres & Friedman LLP, represents the Debtor in
its restructuring efforts.  The Court converted the Debtor's
chapter 11 case to a chapter 7 proceeding on June 11, 2003.  The
Court appointed Robert L. Geltzer as the Debtor's chapter 7
trustee.  Attorneys at Golenbock Eiseman Assor Bell & Peskoe LLP
represent Mr. Geltzer.


ASSET BACKED: Fitch Assigns Low-B Ratings on $7MM Class B Certs.
---------------------------------------------------------------
Fitch has rated the Asset-Backed Funding Corporation asset-backed
certificates, series 2005-AQ1 mortgage pass-through certificates:

     -- $103.638 million class A-1A 'AAA';
     -- $100.0 million class A-1B 'AAA';
     -- $206.699 million class A-2 'AAA';
     -- $42.406 million class A-3 'AAA';
     -- $165.805 million class A-4 'AAA';
     -- $52.291 million class A-5 'AAA';
     -- $74.534 million classes A-6 'AAA';
     -- $36.818 million class M-1 'AA';
     -- $13.499 million class M-2 'A';
     -- $3.273 million class M-3 'A-';
     -- $2.863 million class M-4 'BBB+';
     -- $2.864 million class M-5 'BBB';
     -- $3.273 million class M-6 'BBB-';
     -- $3.272 million class B-1 'BB+';
     -- $3.682 million class B-2 'BB'.

The 'AAA' rating on the senior certificates reflects the 8.90%
total credit enhancement provided by the 4.50% class M-1, the
1.65% class M-2, the 0.40% class M-3, the 0.35% class M-4, the
0.35% class M-5, the 0.40% class M-6, the 0.40% privately offered
B-1, the 0.45% privately offered B-2, and the 0.40% initial over-
collateralization.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans, the integrity of the transaction's legal structure, as
well as the capabilities of Ameriquest Mortgage Company as
servicer, rated 'RMS2' by Fitch.  Deutsche Bank National Trust
Company is the trustee.

Trust collateral consists of 4,813 closed-end, first lien, fixed-
rate, fully amortizing mortgage loans that carried an original
term to maturity of not greater than 360 months.  The aggregate
mortgage principal balance as of the June 1, 2005 cut-off date was
of $818,160,165.  The weighted average loan rate is approximately
6.906% and the weighted average FICO score on the total pool is
approximately 683.  The average outstanding principal balance of
the loans is approximately $169,990.  The mortgage pool's weighted
average original loan-to-value ratio is 75.86%. The properties are
primarily located in California (21.66%), Florida (11.42%) and New
York (8.46%).

While all the mortgage loans in the trust were originated or
acquired by Ameriquest Mortgage Company, they were subsequently
purchased at closing by the depositor, Asset Backed Funding
Corporation.  The trust fund will make elections to treat some of
its assets as one or more real estate mortgage investment conduits
for federal income tax purposes.


BERTUCCI'S CORP: S&P Withdraws Junk Ratings at Company's Request
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' corporate
credit and senior unsecured ratings on Bertucci's Corp. at the
request of the company.

As reported in the Troubled Company Reporter on Dec. 23, 2004, S&P
assigned its junk rating in Dec. 2004, pointing to the restaurant
operator's poor liquidity.

As reported in the Troubled Company Reporter on May 25, 2005,
Moody's Investors Service downgraded its ratings on Bertucci's
10.75% senior unsecured notes (due 2008) to Caa1, and said the
outlook is negative.  "The downgrade was prompted by Moody's
belief that sales, margins and debt protection measures will
remain weak over the medium-term," the rating agency said.

Bertucci's Corporation, headquartered in Northborough,
Massachusetts, operates 92 Bertucci's casual dining pizza
restaurants principally located in New England.  Revenue for the
twelve months ending March 30, 2005, was about $201 million.


BOOKER T. WASHINGTON: A.M. Best Says Financial Strength is Weak
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C-
(Weak) from C+ (Marginal) of Booker T. Washington Insurance
Company, Inc. and its subsidiary, Universal Life Insurance Company
(both of Birmingham, Alabama).  The rating outlook is revised to
negative from stable.

This rating action reflects BTW's significantly weakened capital
position.  With a mark to market adjustment to reflect the proper
value of ULIC, the capital level of BTW was severely diminished.
Asset write-downs and consistent operating losses over the last
several years had already eroded capital to a modest level.  This
additional reduction will significantly hamper BTW's financial
flexibility.

In recognition of these issues, BTW is currently exploring methods
of raising capital and A.M. Best will monitor its progress in
reaching its goal of improving its capital position to appropriate
levels.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


BROCKWAY PRESSED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Brockway Pressed Metals, Inc.
        921 Clark Street
        Brockway, Pennsylvania 15824

Bankruptcy Case No.: 05-11891

Type of Business: The Debtor manufactures a wide range of highly
                  engineered metal parts and sub-assemblies.
                  Brockway Pressed Metals specializes in
                  automotive applications, including engine and
                  transmission components, electronic actuators,
                  steering components, cruise control devices,
                  assembled camshafts, and gas springs.  Major
                  non-automotive applications include power
                  tools, agricultural equipment, business
                  machines, and many industrial and recreational
                  products.  See http://www.brockwaypm.com/

Chapter 11 Petition Date: June 8, 2005

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: Robert S. Bernstein, Esq.
                  Bernstein Law Firm, P.C.
                  2200 Gulf Tower
                  Pittsburgh, Pennsylvania 15219
                  Tel: (412) 456-8101
                  Fax: (412) 456-8251

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
North American Hoganas                        $1,603,644
111 Hoganas Way
Hollsopple, PA 15935

Steelworkers Pension Trust Fund               $1,566,000
P.O. Box 660
Trevose, PA 19053

Highmark Blue Shield                            $517,421
Suite - 2316
120 Fifth Avenue
Pittsburgh, PA 15222

PA Unemployment Compensation - Bureau of        $254,728
Employer Tax Operation
P.O. Box 99727
Pittsburgh, PA 15233

Glacier Garlock Bearings, Inc.                  $217,511

Principal Life Insurance Company                $208,687

Pennsylvania Industrial Heat Treaters, I        $200,923

J.I.T. Tool & Die, Inc.                         $173,460

National Fuel Gas Company                       $161,511

Rebco, Inc.                                     $159,979

Principal Life Insurance Company                $151,896

Internal Revenue Service                        $143,507

Central Tax Bureau of PA, Inc.                  $117,596

Commonwealth of Pennsylvania - Department       $116,317
of Revenue

Federal Express Corporation                     $101,776

Tropp & Company Inc.                            $101,161

Oakdene Group, Inc.                              $83,118

Open Flow Gas Supply Corporation                 $80,017

Acupowder International, LLC                     $78,933

BOC Gases                                        $76,918


BUEHLER FOODS: Wants to Hire Bingham McHale as Special Counsel
--------------------------------------------------------------
Buehler Foods, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Indiana for
permission employ Bingham McHale LLP as their special counsel.

The Debtors explain that they hired Bingham McHale as their
special counsel because the Firm represented them in a wide array
of pre-petition corporate, financial, securities, tax, real
estate, employment, litigation, intellectual property and other
matters.  The Firm is therefore knowledgeable and conversant in
the Debtors' legal and business affairs.

The Debtors relates that Bingham McHale's will render legal
services relating to the many matters and issues that may arise
out of the operation of the Debtors' businesses under chapter 11.
Those matters include general corporate matters, corporate
finance, securities, tax, employment, real estate, intellectual
property and commercial matters.

Thomas C. Scherer, Esq., a Partner at Bingham McHale, is the lead
attorney from the Firm performing services to the Debtors.  Mr.
Scherer discloses that the Firm received a $30,000 retainer.

Mr. Scherer reports that Bingham McHale's professionals' fees and
expenses and other service charges will be billed to the Debtors
on a monthly basis.  Buehler Foods has not yet received Bingham
McHale's hourly billing rates for its professionals performing
services for the Debtors.

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

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company filed
for chapter 11 protection on May 5, 2005 (Bankr. S.D. Ind. Case
No. 05-70961).  Jerald I. Ancel, Esq., at Sommer Barnard
Attorneys, PC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets of $10 million to $50 million and debts of $50
million to $100 million.


C & A, S.E.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: C & A, S.E.
        P.O. Box 11427
        San Juan, Puerto Rico 00910

Bankruptcy Case No.: 05-05297

Chapter 11 Petition Date: June 9, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes-Hernandez
                  Charles A. Cuprill, PSC Law Offices
                  356 Fortaleza Street, Second Floor
                  San Juan, Puerto Rico 00901

Total Assets: $8,210,979

Total Debts:  $4,526,214

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Eurobank                      Credit line             $1,450,000
Ave De Diego # 85
Villas de San Francisco III
Guaynabo, PR

Grumatech                     Work and ratainage as     $284,361
P.O. Box 3359                 due for
San Juan, PR 00919

Betteroads                    Work and retainage        $265,715
P.O. Box 21420
San Juan, PR 00928

Sachs Electric Company        Work and retainage        $253,000
of PR
P.O. Box 958890
St. Louis, MO 63195

Unipro-Architectural &        Work and retainage        $249,356
Engineering
P.O. Box 10914
Caparra Station
San Juan, PR 00922

E W Concrete Work             Work and retainage        $221,869

Construction Hato Rey, S.E.   Retainage claimed as      $182,861
                              due for

Corporacion Fondo del         Premiums claimed          $163,915
Seguro                        as due

Juan F. Garcia Inc.           Retainage claimed         $142,455
                              as due for

Multi-Alarm Security          Work and retainage        $121,303

Accoutec Contractors          Retainage claimed          $80,246
                              as for

Master Products               Supply of material         $70,000

Euro-American Steel           Work and retainage         $65,000
Company, Inc.

Constructora Melendez         Retainage claimed          $63,800
                              as due for

Morales Rivera Angel          Work and retainage         $62,763

National Painting             Work and retainage         $45,776
Corporation

Vent-Alarm Corporation        Retainage claimed          $45,025
                              as due for

Rafael J. Nido Inc.           Retainage claimed          $40,201
                              as due for

Daya Elevators                Work and retainage         $39,928
                              as due for

Tile Kingdon Corporation      Work and retainage         $36,025


CALPINE CORP: Discloses SEC Request as Sale Process Commences
-------------------------------------------------------------
Calpine Corporation disclosed that, in April 2005, the Division of
Enforcement of the Securities and Exchange Commission asked it to
provide documents and information related to:

   (a) the Company's downward revision of its proved oil and gas
       reserve estimates at year-end 2004 as compared to estimates
       at year-end 2003, and a corresponding impairment of the
       value of certain assets, all previously disclosed by the
       Company,

   (b) certain statements made to various regulatory agencies by a
       terminated former employee, Michael Portis, on
       determination of state sales and use taxes in California,
       Nevada and Georgia, and

   (c) Calpine's upward restatement in April 2005 of its
       previously disclosed net income for the third quarter, and
       the first three quarters, of 2004.

Calpine disclosed the information on June 9, 2005, as part of the
company's on-going discussions with potential buyers of its
remaining U.S. natural gas assets.

Charles B. Clark, Jr., the Company's Senior Vice President,
Controller, and Chief Accounting Officer, says the Company is
fully cooperating with the SEC's requests for documents and
information.

                          Whistleblower

Michael Portis filed a claim with the U.S Department of Labor
alleging that his termination violated the employee protection or
"whistleblower" provisions of Title VIII of the Sarbanes-Oxley Act
of 2002.  Following an investigation of this claim by the
Occupational Safety and Health Administration division of the
Department of Labor, the Secretary of Labor found that there was
no reasonable cause to believe that the Company violated SOX, and
dismissed the former employee's SOX claim.  Calpine understands
that the terminated employee's right to appeal this decision has
not yet expired.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).

Ratings downgraded for which the rating outlook has been changed
to negative:

   * Calpine's Senior Implied Rating to B3 from B2;

   * Calpine's Senior Unsecured Notes, Issuer Rating, and Senior
     Unsecured Convertible Notes to Caa3 from Caa1;

   * Calpine Canada Energy Finance Senior Unsecured Notes
     (guaranteed by Calpine) to Caa3 from Caa1;

   * Calpine Generating Company, LLC first priority senior secured
     revolving credit and term loan facilities to B2 from B1;

   * CalGen second priority term loans and floating rate notes to
     B3 from B2;

   * CalGen third priority notes to Caa1 from B3;

   * South Point Energy Center, LLC, Broad River Energy LLC and
     RockGen Energy LLC Pass Through Certificates to B3 from B2;

   * Tiverton Power Associates Ltd. Partnership and Rumford Power
     Associates Ltd Partnership Pass Through Certificates to Caa2
     from B3;

   * Calpine Capital Trust Preferred Securities to Ca from Caa3;

   * Shelf registration for the issuance of various senior
     unsecured debt, trust preferred, and preferred securities to
     (P)Caa3, (P)Ca, and (P)C from (P)Caa1, (P)Caa3, and (P)Ca,
     respectively.

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Calpine Corp. and its subsidiaries to 'B-' from 'B'.
The outlook is negative.

In addition, Standard & Poor's lowered its ratings on debt that
Calpine guarantees.

The ratings for the following debt issues remain unchanged:

    (1) the 'BBB-' SPUR rating on Gilroy Energy Center LLC's
        bonds,

    (2) the 'BB-' rating on the Rocky Mountain Energy Center LLC
        and the Riverside Energy Center LLC loans,

    (3) the 'CCC+' rating on the third lien Calpine Generating Co.
        LLC debt, and

    (4) the 'BBB' rating on Power Contract Financing LLC's bonds.


CALPINE CORP: Buying Back 9-5/8% Senior Secured Notes for Cash
--------------------------------------------------------------
Calpine Corporation (NYSE: CPN) commenced a tender offer to
purchase for cash any and all of the outstanding 9-5/8% First
Priority Senior Secured Notes due 2014.  The aggregate principal
amount of the outstanding Notes is currently $785,000,000.  The
Offer is being made pursuant to the terms of the Indenture, dated
as of Sept. 30, 2004, between the Company and Wilmington Trust
Company, as Trustee, pursuant to which the Notes were issued.

Subject to the terms and conditions of the Offer, the
consideration for the Notes validly tendered pursuant to the Offer
on or prior to 12:00 midnight, New York City time, on the
Expiration Date shall be $1,000 per $1,000 principal amount of
Notes validly tendered and not validly withdrawn, plus accrued and
unpaid interest up to, and including, the Purchase Date.  The
"Purchase Date" is the date, not later than the third business day
following the Expiration Date, on which Calpine accepts for
purchase, pursuant to the terms and conditions of the Offer, Notes
validly tendered (and not validly withdrawn) in the Offer.

The Offer is scheduled to expire at 12:00 midnight, New York City
Time, on July 8, 2005, unless extended or earlier terminated.
Tendered Notes may be withdrawn at any time prior to 12:00
midnight, New York City Time, on the Expiration Date.

The Company has recently commenced a process with potential buyers
to dispose of its remaining U.S. gas assets.  The consummation of
the Gas Divestiture would qualify as an "Asset Sale" under the
Indenture and would require the Company to make an offer to
purchase the Notes pursuant to the Indenture with the net proceeds
of the Gas Divestiture not applied in accordance with the other
permitted uses under the Indenture.  Calpine is making the Offer
to comply with its obligations under the Indenture and in order to
avail itself of the opportunity to reduce its indebtedness by
applying the proceeds of the Gas Divestiture to the purchase of
the Notes.  Accordingly the Offer is being made in compliance with
the Indenture's requirements applicable to repurchases and
repayment of the Notes using the proceeds of "Asset Sales" such as
the contemplated Gas Divestiture.

Although the Company expects to consummate the Gas Divestiture on
or prior to the Purchase Date, the Company has not yet entered
into definitive documentation related to the Gas Divestiture and
there can be no assurance that the Company:

     (i) will be able to do so by such date, or at all, or be able
         to do so on terms acceptable to the Company or

    (ii) will not make a determination to abandon the Gas
         Divestiture.

In such event, Calpine may, among other things, extend or
otherwise amend or terminate the Offer.

Following the completion of the Offer, the Company currently
anticipates using any net proceeds arising from the proposed Gas
Divestiture remaining after consummation of the Offer (regardless
of the aggregate principal amount of Notes purchased in the Offer,
if any) to acquire new "Designated Assets" permitted to be
acquired under the Indenture.  The Company is not required to
acquire new Designated Assets under the Indenture and there can be
no assurance that the Company will be successful in identifying
new Designated Assets or acquiring such new Designated Assets on
acceptable terms, or at all.  If the Company does not, within 180
days of receipt of the net proceeds from the proposed Gas
Divestiture, acquire such new Designated Assets, or does not, at
the Company's option, use all of the net proceeds arising from the
proposed Gas Divestiture remaining after consummation of the Offer
in the purchase, redemption or prepayment of Notes remaining
outstanding after consummation of the Offer, then the Company
will, to the extent that the remaining net proceeds exceed
$50,000,000, be required under the terms of its second lien
secured financing documents to use all remaining net proceeds to
make an offer to purchase the outstanding second lien secured
indebtedness of the Company.  As of March 31, 2005, the aggregate
principal amount of the outstanding second lien secured
indebtedness of the Company was approximately $3,681,250,000.

This press release is not an offer to purchase or a solicitation
of an offer to sell any securities, which is being made only
pursuant to the Offer to Purchase, dated June 9, 2005.  Calpine
has retained Merrill Lynch & Co. to serve as Dealer Manager, The
Bank of New York to serve as the Tender Agent and MacKenzie
Partners, Inc. to serve as Information Agent for the Tender Offer.
The means to tender Notes may be obtained by requesting the Offer
to Purchase, the Letter of Transmittal and other documents from
MacKenzie Partners, Inc. at (800) 322-2885 or by calling (212)
929-5500 collect or in writing at 105 Madison Avenue, New York,
New York 10016.  Questions regarding the Offer may be directed to
Merrill Lynch & Co., Attn: Liability Management Group, at (888)
654-8637 or by calling (212) 449-4914 collect.

None of Calpine, the Dealer Manager, the Tender Agent or the
Information Agent makes any recommendation as to whether or not
holders of Notes should tender their Notes pursuant to the Offer.
Holders must make their own decision as to whether to tender their
Notes, and if tendering, the principal amount of Notes to tender.
In any jurisdiction where the laws require the Offer to be made by
a licensed broker or dealer, the Offer will be deemed made on
behalf of Calpine by Merrill Lynch & Co., or one or more
registered brokers or dealers under the laws of such jurisdiction.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).

Ratings downgraded for which the rating outlook has been changed
to negative:

   * Calpine's Senior Implied Rating to B3 from B2;

   * Calpine's Senior Unsecured Notes, Issuer Rating, and Senior
     Unsecured Convertible Notes to Caa3 from Caa1;

   * Calpine Canada Energy Finance Senior Unsecured Notes
     (guaranteed by Calpine) to Caa3 from Caa1;

   * Calpine Generating Company, LLC first priority senior secured
     revolving credit and term loan facilities to B2 from B1;

   * CalGen second priority term loans and floating rate notes to
     B3 from B2;

   * CalGen third priority notes to Caa1 from B3;

   * South Point Energy Center, LLC, Broad River Energy LLC and
     RockGen Energy LLC Pass Through Certificates to B3 from B2;

   * Tiverton Power Associates Ltd. Partnership and Rumford Power
     Associates Ltd Partnership Pass Through Certificates to Caa2
     from B3;

   * Calpine Capital Trust Preferred Securities to Ca from Caa3;

   * Shelf registration for the issuance of various senior
     unsecured debt, trust preferred, and preferred securities to
     (P)Caa3, (P)Ca, and (P)C from (P)Caa1, (P)Caa3, and (P)Ca,
     respectively.

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Calpine Corp. and its subsidiaries to 'B-' from 'B'.
The outlook is negative.

In addition, Standard & Poor's lowered its ratings on debt that
Calpine guarantees.

The ratings for the following debt issues remain unchanged:

    (1) the 'BBB-' SPUR rating on Gilroy Energy Center LLC's
        bonds,

    (2) the 'BB-' rating on the Rocky Mountain Energy Center LLC
        and the Riverside Energy Center LLC loans,

    (3) the 'CCC+' rating on the third lien Calpine Generating Co.
        LLC debt, and

    (4) the 'BBB' rating on Power Contract Financing LLC's bonds.


CALPINE CORP: Names Paul Posoli as Calpine Energy President
-----------------------------------------------------------
Calpine Corporation (NYSE: CPN) has promoted Paul J. Posoli to
Executive Vice President of Calpine Corporation and President of
Calpine Energy Services, L.P. (CES).  CES is a Calpine subsidiary
dedicated to managing Calpine's trading, risk management, fuel
procurement, energy logistics and structured products.

"Paul has been instrumental in building Calpine Energy Services
into what we believe to be the premier risk management and energy
trading group in the industry," said Calpine President and Chief
Executive Officer Pete Cartwright.  "Over the past several years,
Paul and his team have built an organization with unparalleled
capabilities.  They trade natural gas and electricity in every
major North American market and actively manage assets and
customer business at every level of the energy value chain -- from
gas at the wellhead to electricity at the meter."

In 1999, Mr. Posoli joined Calpine as Vice President of Corporate
Risk Management and launched CES.  After building a scalable
infrastructure of systems, processes and people to manage
Calpine's growing fleet of generation assets, Mr. Posoli was
promoted to Senior Vice President of CES in 2001.  Since that
time, CES has grown from managing 8,000 megawatts to 27,000
megawatts and developed a unique business model focused on
physical assets and nonstandard customer business.  Today, CES
serves more than 250 wholesale customers throughout North America.

Mr. Posoli earned his Master of Business Administration Degree
with majors in Finance and Strategic Management from Northwestern
University Kellogg Business School.  He received his Bachelor of
Science Degree with a major in Accounting from the University of
Miami.

               About Calpine Energy Services, L.P.

CES manages power and gas assets for a wide range of customers
which, when combined, represent one of the largest unregulated
energy portfolios in North America. CES professionals are
experienced in energy portfolio management, gas and power trading,
origination, structuring, energy logistics, research and
quantitative analysis as well as the middle and back offices to
support these functions. In addition, with the physical
flexibility from Calpine's system of power assets and the
financial products required to manage market risk, CES can provide
one-stop shopping for a full range of energy services, such as
fuel management, power marketing and gas supply, daily energy and
gas management (such as bidding, scheduling and ancillary
services), transmission analysis, and risk management and
reporting.

Calpine Corporation -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S.
states, three Canadian provinces and the United Kingdom.  Its
customized products and services include wholesale and retail
electricity, natural gas, gas turbine components and services,
energy management, and a wide range of power plant engineering,
construction and operations services.  Calpine was founded in
1984.  It is included in the S&P 500 Index and is publicly traded
on the New York Stock Exchange under the symbol CPN.

                         *     *     *

As reported in the Troubled Company Reporter on May 16, 2005,
Moody's Investors Service downgraded the debt ratings of Calpine
Corporation (Calpine: Senior Implied to B3 from B2) and its
subsidiaries, including Calpine Generating Company (CalGen: first
priority credit facilities to B2 from B1).

Ratings downgraded for which the rating outlook has been changed
to negative:

   * Calpine's Senior Implied Rating to B3 from B2;

   * Calpine's Senior Unsecured Notes, Issuer Rating, and Senior
     Unsecured Convertible Notes to Caa3 from Caa1;

   * Calpine Canada Energy Finance Senior Unsecured Notes
     (guaranteed by Calpine) to Caa3 from Caa1;

   * Calpine Generating Company, LLC first priority senior secured
     revolving credit and term loan facilities to B2 from B1;

   * CalGen second priority term loans and floating rate notes to
     B3 from B2;

   * CalGen third priority notes to Caa1 from B3;

   * South Point Energy Center, LLC, Broad River Energy LLC and
     RockGen Energy LLC Pass Through Certificates to B3 from B2;

   * Tiverton Power Associates Ltd. Partnership and Rumford Power
     Associates Ltd Partnership Pass Through Certificates to Caa2
     from B3;

   * Calpine Capital Trust Preferred Securities to Ca from Caa3;

   * Shelf registration for the issuance of various senior
     unsecured debt, trust preferred, and preferred securities to
     (P)Caa3, (P)Ca, and (P)C from (P)Caa1, (P)Caa3, and (P)Ca,
     respectively.

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Calpine Corp. and its subsidiaries to 'B-' from 'B'.
The outlook is negative.

In addition, Standard & Poor's lowered its ratings on debt that
Calpine guarantees.

The ratings for the following debt issues remain unchanged:

    (1) the 'BBB-' SPUR rating on Gilroy Energy Center LLC's
        bonds,

    (2) the 'BB-' rating on the Rocky Mountain Energy Center LLC
        and the Riverside Energy Center LLC loans,

    (3) the 'CCC+' rating on the third lien Calpine Generating Co.
        LLC debt, and

    (4) the 'BBB' rating on Power Contract Financing LLC's bonds.


CERTIFIED HR: Parent Company Clarifies Unit's Chapter 11 Filing
---------------------------------------------------------------
Certified Services, Inc. (PINK SHEETS: CSRV) responded to various
articles published by the Sun-Sentinel, Herald Tribune, The
Business Journal and the Miami Herald about the facts surrounding
the bankruptcy of the company's smallest operating subsidiary
(Certified HR Services Company f/k/a The Cura Group, Inc.), the
company's worker's compensation coverage status, and an alleged
seizure of the company's assets.  "Many of the statements reported
are incorrect and deserve a more factual presentation," stated
Danny L. Pixler, Certified Services, Inc., Chief Executive
Officer.

First, Certified HR Services Company f/k/a The Cura Group, Inc.,
is one of many operating subsidiaries of Certified Services, Inc.,
its publicly traded parent company.  While many of those
subsidiaries use the name "Certified HR Services" as a trade name,
Certified HR Services Company f/k/a The Cura Group, Inc., is the
only business in Chapter 11 reorganization.  The bankrupt entity
services fewer than 20 of Certified Services' approximately 1,510
loyal clients, which represents less than 4% of its gross revenue.
For instance, the reorganization does not include Certified HR
Services Cura II, which handles most of Certified Services'
Florida client base.

Second, the bankruptcy petition was filed to protect Certified HR
Service and its client base from what the company believes to be
an unwarranted $2.7 million judgment.  Until Dec. 1, 2004,
Certified HR's worker's compensation carrier in Florida was Union
American Insurance Company.  During November of 2004 Union
American Insurance Company advised Certified HR Services that it
was not going to re-new its Florida coverage at year end 2004 due
in part to the failed purchase of Union American Insurance Company
by a third party that had worked closely with the Florida
Department of Insurance for approximately 18 months, not for non-
payment of premium.  Certified HR Services was fully current on
all premium payments under the policy.  In fact Certified HR
Services had notified Union American Insurance of possible over
payments of premium.

Certified HR Services was Union's sole worker's compensation
customer.  Union's choice to non-renew effectively put themselves
out of business.  Union's actions, not Certified HR Services
caused Union to be placed in rehabilitation under the auspices of
the Florida Department of Financial Services and a receiver was
appointed.  Consequently, Certified Services, Inc., took the
necessary steps to seek and obtain coverage under an existing
policy that was in full force with Providence Property & Casualty
Insurance for its Florida client base.  The policy does not expire
until December 1, 2005 and is fully funded to the requirements
established by the insurance carrier.

Certified HR Services went so far as to seek a regulated insurance
carrier's co-operation in a resolution that would have assumed
Union's potential liabilities in a matter of weeks, even though
Union, if exposed to a shortfall of collateral, would not be at
risk for years.  Even that resolution met with deaf ears.  While
the Department of Financial Services continues to seek additional
collateral, Certified Services, Inc., is seeking the return of
over payment of premium and the return of approximately
$4.3 million of surplus tendered to Union American's parent
company AIB Insurance Group, Inc.

In addition, and as part of the judgment one of Certified's
operating bank accounts, which was collateralized by more than
$5 million of cash or cash equivalents, was frozen, disrupting
paycheck for thousands of the company's clients.  The company
replaced every check within days. None of the company's hard
assets have been seized.

The decision to file a Chapter 11 bankruptcy petition on behalf of
one of Certified Services, Inc., subsidiaries (Certified HR
Service Company f/k/a The Cura Group, Inc.) was made to protect
its clients, their employees, shareholders and Certified HR's
internal employees (mostly in Florida) and to ensure an evenhanded
and orderly process in resolving these matters.

Certified Services, Inc., through its operating subsidiaries
manages approximately $525,000,000 million of gross revenue,
services approximately 1, 510 clients in more than 25 states, and
ranks in the top tier of the PEO industry.

Headquartered in Ft. Lauderdale, Florida, Certified HR Services
Company filed a voluntary petition for relief under Chapter 11 of
title 11 of the United States Code on May 12, 2005 (Bankr. S.D.
Fla. Case No. 05-22912).  Thomas R. Lehman, Esq., at Miami
Florida, represents the Debtor in its restructuring efforts.


CITICORP MORTGAGE: Fitch Affirms Low-B Ratings on 8 Class B Certs.
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citicorp Mortgage
Securities, Inc. issues:

   Series 2003-8

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   Series 2004-1

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   Series 2004-2

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

   Series 2004-3

     -- Class A affirmed at 'AAA';
     -- Class B-1 affirmed at 'AA';
     -- Class B-2 affirmed at 'A';
     -- Class B-3 affirmed at 'BBB';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 affirmed at 'B'.

The affirmations, affecting $1.2 billion of outstanding
certificates, are being taken as a result pool performance and
credit enhancement consistent with expectations.

The current CE for all classes from series 2003-8, 2004-1, 2004-2,
2004-3 have increased modestly from their original levels.  As of
the May distribution, the pool factors (current balance as a
percentage of original balance) range from 68% to 86%.  There have
been no losses in any of the transactions.

The collateral for series 2003-8, 2004-2, and 2004-3 consists of
30-yer fixed-rate mortgages on one- to four-family residential
properties.  The collateral for series 2004-1 consists of 20-to
30-year, 10- to 15-year, and 30-year fixed rate mortgages on one-
to four-family residential properties.  At closing, approximately
12% of the loans from series 2004-1 were loans issued in
association with relocation programs.


COSINE COMMS: Nasdaq to Halt Common Stock Trading on Wednesday
--------------------------------------------------------------
CoSine Communications, Inc. (Nasdaq: COSN) received notice from
the staff of The Nasdaq National Market, dated June 6, 2005, that
the Company's common stock will be delisted from the Nasdaq
National Market effective as of the opening of business on
June 15, 2005 pursuant to Nasdaq Marketplace Rules 4300 and
4330(a)(3).

CoSine Communications was founded in 1998 as a global
telecommunications equipment supplier to empower service providers
to deliver a compelling portfolio of managed, network-based IP and
broadband services to consumers and business customers.
Currently, CoSine's business consists primarily of a customer
service capability operated under contract by a third party.

                     Going Concern Doubt

At March 31, 2005, the Company has an accumulated deficit of
$516,637,000 and has sustained a net loss during the three months
ended March 31, 2005 of $878,000.  As of Dec. 31, 2004, and
March 31, 2005, the Company's business consisted primarily of a
customer service capability operated under contract by a third
party.  The Company's actions in September 2004, in connection
with its ongoing evaluation of strategic alternatives, to
terminate most of its employees and discontinue production
activities in an effort to conserve cash, raise substantial doubt
about its ability to continue as a going concern.


D & K STORES: Wants More Time to Assume or Reject Leases
--------------------------------------------------------
D & K Stores, Inc. asks the U.S. Bankruptcy Court for the District
of New Jersey for more time to decide whether to assume or reject
certain leases of nonresidential real property.

Moreover, the Debtor also asks the Court to approve a Designation
Rights Agreement between the Debtor and Hilco Real Estate, LLC.

The papers filed with the bankruptcy court don't disclose how much
more time the debtor wants to make its lease-related decisions,
nor any details about the Designation Rights Agreement.

Headquartered in Eatontown, New Jersey, D & K Stores, Inc., filed
for chapter 11 protection on April 8, 2005 (Bankr. D.N.J. Case No.
05-21445).  Timothy P. Neumann, Esq., at Broege, Neumann, Fischer
& Shaver, LLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts from $10 million to $50 million.


DELPHI CORP: Finance Execs Resign Over Accounting Irregularities
----------------------------------------------------------------
The recent findings by the audit committee of Delphi Corp.'s
(NYSE:DPH) Board of Directors concluded that the Company did not
accurately disclose to credit ratings agencies, analysts or the
Board of Directors the amount of sales of European accounts
receivable or factoring arrangements from the date of its
separation from General Motors until year-end 2004.

Following its review, the audit committee accepted the
resignations of the Company's current Treasurer, Pam Geller and
John Blahnik, its former Vice President of Treasury, Mergers &
Acquisitions.

John Arle, 57, has been named vice president and treasurer,
effective immediately, and will report to John Sheehan, Delphi's
acting chief financial officer.  Mr. Arle remains a member of the
Delphi Strategy Board.  He was previously vice president of
Delphi's corporate audit services.  Derek Kolano, 33, will serve
as acting director of Delphi's corporate audit services until Mr.
Arle's successor is named.

"John's leadership of the treasury staff will be essential going
forward, and with his extensive financial background, he is an
excellent choice to manage Delphi's treasury operations," Mr.
Sheehan said.

Mr. Arle began his automotive career with General Motors in 1975
at the Treasurer's Office in New York.  He has held a series of
financial assignments for GM including director of finance for GM
de Venezuela, vice president and chief financial officer at GM
Hughes Electronics, vice president and finance manager for GM of
Canada, and vice president and chief financial officer for Saab
Automobile AB.  In 1998, he was named a Delphi vice president, in
charge of mergers, acquisitions and planning and was named to his
previous position on March 1, 2002.  Mr. Arle earned a bachelor's
degree at Colgate University in 1969 and a master's degree in
business administration from Harvard University in 1975.

                      About the Company

Delphi Corp. -- http://www.delphi.com/-- is the world's largest
automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.   Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil. Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                        *     *     *

As reported in the Troubled Company Reporter on May 24, 2005,
Fitch Ratings has taken the following actions regarding Delphi
Corporation's ratings:

    --Indicative senior secured bank facility assigned 'BB-';

    --Senior unsecured rating downgraded to 'B' from 'BB-';

    --Trust preferred rating downgraded to 'CCC+' from 'B';

    --Rating Watch Remains Negative.

Fitch's rating actions reflect:

    (1) the pending $2.75 billion senior secured bank facility,

    (2) the subordination of the unsecured and trust preferred
        debtholders,

    (3) declining General Motors' production volume, and the
        resulting losses from Delphi's high fixed-cost structure,

    (4) incremental raw material costs, and

    (5) significant cash requirements arising from restructuring,
        pension, and health care.

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service has downgraded the ratings of Delphi
Corporation, senior implied to B2 from Ba2, and has assigned a B1
rating to the company's proposed new term loan B.

The rating actions reflect the outlook for further operating
losses and negative free cash flow generation at Delphi as a
result of:

   * lowered expectations of auto production volumes in North
     America, particularly from its largest customer, General
     Motors;

   * an uncompetitive cost structure in its North American
     operations; and

   * substantial funding requirements for its domestic pension
     plans and ongoing restructuring programs.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'B+' from 'BB' and
its senior unsecured rating on the company to 'B-' from 'BB'.  All
ratings were removed from CreditWatch with negative implications,
where they were placed March 4, 2005.  The outlook is negative.


DELPHI CORP: Bank Lenders Continue Support After Audit Review
-------------------------------------------------------------
The audit committee of Delphi Corp.'s (NYSE: DPH) Board of
Directors confirmed that it remains on track to issue its restated
financial statements by June 30, 2005.

As previously reported, Delphi's audit committee initiated an
internal investigation in response to an inquiry by the Securities
and Exchange Commission regarding the accounting for certain
transactions with suppliers of information technology services in
2001.  The recent findings by the audit committee concluded that
Delphi did not accurately disclose to credit ratings agencies,
analysts or the Board of Directors the amount of sales of European
accounts receivable or factoring arrangements from the date of its
separation from General Motors until year-end 2004.  The Company
believes these sales were properly accounted for under U.S. GAAP
and therefore these findings should not impact amounts set forth
in the Company's consolidated financial statements.  Deloitte &
Touche LLP is in the process of auditing the accounting for these
factoring arrangements.  There were, however, inaccuracies in
previously disclosed non-GAAP measures of Delphi's net liquidity.

A quarterly schedule showing Delphi's Net Liquidity (Non-GAAP
measure) for the years 1999 through 2004 is available at no charge
at http://ResearchArchives.com/t/s?18

                     Delphi Net Liquidity

Since its inception, the Company has had factoring facilities in
Europe and uses these facilities as a source of short-term
liquidity.  However, in presentations of supplemental non-GAAP
measures of net liquidity prepared for the Board of Directors,
credit rating agencies and analysts through the third quarter of
2004, the Company did not accurately disclose the extent of its
use of these sources of financing.  This inaccuracy was known to
Company personnel.

Over the course of 2004, the Company began disclosing in its non-
GAAP net liquidity presentations increasing portions of its sales
of accounts receivable in Europe.  However the amounts disclosed
were much smaller than the actual amount of sales of accounts
receivable in Europe, and the full amounts were not disclosed
until year-end 2004.

The non-GAAP measure of net liquidity the Company discusses with
credit rating agencies and other financial constituents is
provided as supplementary information to its audited consolidated
financial statements.  The Audit Committee's investigation has not
identified inaccurate disclosures of net liquidity at year-end
2004 or thereafter.

The Company has reviewed this matter with JP Morgan and Citigroup,
as lead arrangers, involved in its current financing transaction.
After consideration of the matter, the banks expressed their
continued full support of Delphi.  The refinancing is currently
over-subscribed with a total facility size of $2.8 billion, which
is within the previously expected $2.5 billion to $3.0 billion
range.  The refinancing plan remains on schedule with the expected
closing by June 15, 2005.

"We are pleased with the support we continue to receive from our
financial institutions and will be completing a financing plan
[this] week that we believe will provide us the flexibility to
continue to proactively manage our business and transformation
activities," John Sheehan, Delphi's acting chief financial
officer, said.

The SEC and the Federal Bureau of Investigation is also
investigating Delphi for other accounting inaccuracies that
surfaced earlier this year that prompted the resignation of its
chief financial officer and controller, Neal E. Boudette and
Joann S. Lublin of The Wall Street Journal reports.  Delphi has
said it is cooperating.

                      About the Company

Delphi Corp. -- http://www.delphi.com/-- is the world's largest
automotive component supplier with annual revenues topping
$25 billion.  Delphi is a world leader in mobile electronics and
transportation components and systems technology.   Multi-national
Delphi conducts its business operations through various
subsidiaries and has headquarters in Troy, Michigan, USA, Paris,
Tokyo and Sao Paulo, Brazil. Delphi's two business sectors --
Dynamics, Propulsion, Thermal & Interior Sector and Electrical,
Electronics & Safety Sector -- provide comprehensive product
solutions to complex customer needs.  Delphi has approximately
186,500 employees and operates 171 wholly owned manufacturing
sites, 42 joint ventures, 53 customer centers and sales offices
and 34 technical centers in 41 countries.

                        *     *     *

As reported in the Troubled Company Reporter on May 24, 2005,
Fitch Ratings has taken the following actions regarding Delphi
Corporation's ratings:

    --Indicative senior secured bank facility assigned 'BB-';

    --Senior unsecured rating downgraded to 'B' from 'BB-';

    --Trust preferred rating downgraded to 'CCC+' from 'B';

    --Rating Watch Remains Negative.

Fitch's rating actions reflect:

    (1) the pending $2.75 billion senior secured bank facility,

    (2) the subordination of the unsecured and trust preferred
        debtholders,

    (3) declining General Motors' production volume, and the
        resulting losses from Delphi's high fixed-cost structure,

    (4) incremental raw material costs, and

    (5) significant cash requirements arising from restructuring,
        pension, and health care.

As reported in the Troubled Company Reporter on May 23, 2005,
Moody's Investors Service has downgraded the ratings of Delphi
Corporation, senior implied to B2 from Ba2, and has assigned a B1
rating to the company's proposed new term loan B.

The rating actions reflect the outlook for further operating
losses and negative free cash flow generation at Delphi as a
result of:

   * lowered expectations of auto production volumes in North
     America, particularly from its largest customer, General
     Motors;

   * an uncompetitive cost structure in its North American
     operations; and

   * substantial funding requirements for its domestic pension
     plans and ongoing restructuring programs.

As reported in the Troubled Company Reporter on May 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive supplier Delphi Corp. to 'B+' from 'BB' and
its senior unsecured rating on the company to 'B-' from 'BB'.  All
ratings were removed from CreditWatch with negative implications,
where they were placed March 4, 2005.  The outlook is negative.


DIRECTV HOLDINGS: Moody's Rates New $1 Bil. Senior Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new $1.0
billion senior unsecured notes for DIRECTV Holdings LLC and
DIRECTV Financing Company, 100% owned subsidiaries of The DIRECTV
Group, Inc.  The outlook remains stable.

DIRECTV announced a new issue of $1.0 billion senior unsecured
notes due 2015.  The company plans to use the net proceeds from
this offering to repay $500 million of borrowings under its
current senior secured credit facility with the remainder of the
proceeds to be retained by DIRECTV for general corporate purposes.
The new bond issue will help balance the company's floating to
fixed interest rate debt ratio.

However, the $500 million net increase in debt and cash was not
factored into our expectations when the company's ratings were
upgraded in January of 2005.  Moody's believes that any decision
for how the $500 million of cash will be used will probably come
after year-end, and we anticipate that the cash will be used to
further reduce floating rate debt or to repurchase stock.  Use of
the residual $500 million cash for a stock buyback would increase
debt and leverage levels at DIRECTV and would position the company
more weakly at its current rating level.  Larger share repurchases
could put downward pressure on the company's ratings.

The ten year notes will be unsecured indebtedness and will rank
pari passu with the company's other unsecured debt.  The notes
will also be guaranteed on a senior basis by all of DIRECTV's
domestic subsidiaries.  The notes will be sold to qualified
institutional buyers in reliance on Rule 144A and outside the
United States in compliance with Regulation S under the Securities
Act.  Moody's understands that the notes are being offered and
sold privately without registration under the Securities Act of
1933, under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  Moody's also
understand that the notes have been structured to permit resale
under Rule 144A.

The DIRECTV Group, Inc. formerly Hughes Electronics Corporation,
headquartered in El Segundo, California, is a world-leading
provider of multi-channel television entertainment.  The DIRECTV
Group, Inc. with sales in 2004 of approximately $11.4 billion is
34% owned by Fox Entertainment Group, Inc., which is wholly owned
by News Corporation.


DIRECTV HOLDINGS: Fitch Assigns BB Rating on Prop. $1B Note Offer
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to a proposed offering of
10-year $1.0 billion senior unsecured notes jointly issued by
DIRECTV Holdings, LLC and DIRECTV Financing Co, Inc. in accordance
with Rule 144A.

Fitch currently rates DIRECTV's senior secured credit facility
'BB+' and the company's senior unsecured debt 'BB'.  The Rating
Outlook for each of the ratings remains Stable.

Fitch believes that the proceeds from the offering will be used to
repay up to $500 million of borrowings from the company's senior
secured credit facility and for general corporate purposes.  Fitch
expects the remaining proceeds will stay at DIRECTV and will not
be paid as a dividend to DIRECTV Group, Inc.

From Fitch's perspective, the issuance increases DIRECTV's overall
leverage and weakens the company's position within its current
ratings.  The proposed transaction will reduce the amount of
secured debt claims above the senior unsecured debtholders, but
this benefit is mitigated by a larger overall debt balance.

Pro forma for the new debt issue, as well as the bank debt
financing and equity contribution by DTVG, completed in April as
if they were completed on March 31, 2005, Fitch believes that
total debt will increase by $500 million to approximately $3.4
billion.  Based on LTM EBITDA for the period ending March 31, 2005
of approximately $653.5 million, Fitch estimates DIRECTV's pro
forma leverage would be 5.2 times (x).

Overall, Fitch's ratings reflect DIRECTV's strong market position,
positive subscriber metrics including robust subscriber growth and
growing average revenue per unit, and the support and liquidity
position of DTVG.

Also incorporated into the ratings is DIRECTV's high cost to
acquire and retain subscribers.  Fitch expects these costs (on a
per subscriber basis) to increase as subscribers migrate to more
advanced set top boxes and DIRECTV controls subscriber churn.
Fitch believes that reducing subscriber churn and controlling the
growth of subscriber acquisition and retention costs will be key
to growing EBITDA and expanding margin.

Fitch's ratings also reflect DIRECTV's lack of revenue diversity
and narrow product offering relative to the cable MSOs and Fitch's
perception that DIRECTV's competitive position relative to the
cable operators may diminish as the cable MSOs introduce telephony
service to their product bundle.

Fitch expects the company's total leverage metric to improve
during 2005 and targets a year-end leverage metric ranging between
3.8x and 4.0x.

The company's liquidity position is supported by a combination of
cash on hand, which Fitch estimates to be approximately $646
million on a pro forma basis as of the end of the first quarter,
and available borrowing capacity under the company's $500 million
revolver contained within the company's $2.5 billion senior
secured credit facility.

Fitch's Stable Rating Outlook incorporates Fitch's expectation for
subscriber growth to continue during 2005 albeit at a moderately
slower pace relative to 2004. Fitch expects the company to balance
subscriber growth with subscriber acquisition and retention costs
while reducing subscriber churn to drive increasing EBITDA and
operating margins.


DM WHITE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DM White Construction Company, Inc.
        2800 South Market Street
        Chattanooga, Tennessee 37410

Bankruptcy Case No.: 05-13575

Type of Business: Construction company.

Chapter 11 Petition Date: June 8, 2005

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Gary R. Patrick, Esq.
                  Patrick, Beard, Schulman & Jacoway
                  Suite 202, Market Court
                  537 Market Street
                  Chattanooga, Tennessee 37402
                  Tel: (423)756-7117

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
APAC-Carolina, Inc.                              $72,552
P.O. Box 6939
Asheville, NC 28816

Robertson Drywall & Acoustical, Inc.             $67,435
1080 County Road 783
Cullman, AL 35055

Steve Williams Construction, LLC                 $63,812
1410 Weeks Drive Northeast
Cleveland, TN 37312

Chisholm Service                                 $63,640

Fugate Construction LLC                          $48,846

Tri State Truss Company                          $44,242

Overcash Electric Inc.                           $32,087

Fort Payne Steel, Inc.                           $28,676

Junior's Building Materials                      $26,906

JTJ Commercial Interiors, Inc.                   $26,106

Foam Crete, Inc.                                 $25,462

Adams Masonry, Inc.                              $24,188

Phaltless, Inc.                                  $23,365

Nabco Electric Company                           $22,860

KLM Mechanical Contractors                       $22,339

Summit USA Land Development                      $21,367

Multi-Tech Plumbing & HVAC                       $19,921

Jenkins Masonry                                  $17,123

Kline Building Group, Inc.                       $16,994

MY Masonry                                       $16,700


DOCTORS HOSPITAL: Hires Navigant Consulting as Financial Advisor
----------------------------------------------------------------
Doctors Hospital 1997, LP, asks the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division, for permission to
employ Navigant Consulting, Inc., as its financial advisor, nunc
pro tunc to April 6, 2005.

Navigant Consulting will:

    a) advise and offer direction to the Debtor's senior
       management with respect to the management of the Debtor's
       operations;

    b) evaluate the Debtor's cash flow and liquidity and make
       recommendations to implement improvements;

    c) assist senior management in determining and implementing
       appropriate staffing levels;

    d) assist the Debtor in evaluating current management,
       reporting and governance procedures and develop
       recommendations for appropriate alterations;

    e) assist the Debtor in developing and executing negotiating
       strategies for dealing with senior debt holders, trade debt
       and any other parties-in-interest;

    f) advise and consult the Debtor in connection with its
       operations and financings as a debtor in possession and in
       connection with the preparation, approval and confirmation
       of any plan of reorganization that may be filed in this
       bankruptcy proceeding; and

    g) assist in such other matters as may be mutually agreed upon
       with the Debtor that are not duplicative of services
       provided by other professionals to the Debtor's case.

Navigant Consulting is a specialized independent consulting firm
providing litigation, financial, healthcare, energy and
operational consulting services to government agencies and large
companies facing the challenges of uncertainty, risk, distress and
significant change.

Arnold Kimmel and Phil Norris of Navigant Consulting will serve as
lead consultants on the Debtor's chapter 11 case.

The Debtor discloses that Navigant Consulting will charge:

    a) a flat monthly fee of $90,000 for the months of April and
       May 2005;

    b) the greater of (i) Navigant's actual billed hourly time up
       to a maximum amount of $90,000 or (ii) a flat monthly fee
       of $50,000 for the months of June and July 2005;

    c) the greater of (i) Navigant's actual billed hourly time up
       to a maximum amount of $90,000 or (ii) a flat monthly fee
       of $25,000 for the months of August and September 2005;

The Debtor did not report the hourly rates Navigant Consulting
will charge for this engagement.

Navigant Consulting received a $75,000 retainer prior to the
Debtor's bankruptcy filing on April 6, 2005; $52,198 of the
retainer was used to cover fees and expenses incurred from March
29, 2005, up to the petition date.

To the best of the Debtor's knowledge, Navigant Consulting is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


ENRON CORP: Inks Separate Pacts Resolving Claims by Five Entities
-----------------------------------------------------------------
Enron Corporation and its debtor-affiliates entered into separate
stipulations resolving claims filed by five entities.

                        Agder Energi

In October 2002, Agder Energi Produksjon AS filed Claim No. 8129
for mistakenly-transferred NOK4,705,056 to Enron Capital & Trade
Resources International Corp. in connection with their
electricity swap transactions.  Agder alleges that the
Transactions were terminated by mutual agreement and, due to the
postpetition timing of the transfer, that the funds should be
returned to Agder in full.

In March 2004, Agder filed Claim No. 24691 for NOK4,746,571, or
$687,928, amending Claim No. 8129.

The Debtors and Agder stipulate that:

    a. Claim No. 24691 will be allowed against ECTRIC:

          -- as an administrative expense claim for $526,087, and
          -- as a Class 42 General Unsecured Claim for $4,304; and

    b. Claim No. 8129 will be disallowed.

                        HoustonStreet

HoustonStreet Exchange, Inc., and Enron Net Works, LLC, entered
into a Price Posting Agreement dated December 4, 2000.  HSE filed
Claim No. 7221 on account of ENW's termination of the Agreement.
Pursuant to a Court-approved stipulation, the parties agree that
the claim will be allowed for $600,000, in full and final
satisfaction of all claims related to the Agreement.

                         Citation Oil

Citation Oil & Gas Corp. filed three proofs of claim for over
$150,000 against either Enron Corp. or Enron North America.  In a
stipulation, the Debtors and Citation agree that Claim No. 2459
will be allowed for $50,000 as a Convenience Class claim against
ENA.  The remaining claims are expunged.

                       Entergy Services

Entergy Services, Inc., was a party to separate Interconnection
Study Letter agreements with two wholly owned indirect
subsidiaries of Enron Corp.:

     -- Calcasieu Development Company, LLC, and
     -- St. Charles Development Company, LLC.

The Agreements, which required Entergy to perform and prepare
various studies in exchange for various payments, were entered
into prior to the Subsidiaries' May 16, 2003 Petition Date.

On September 17, 2002, Entergy sued the Subsidiaries in the Civil
District Court for the Parish of Orleans in the State of
Louisiana, for their failure to pay $141,894 and $132,354, under
the Letter Agreements.  Entergy also filed Claim No. 23252
against Calcasieu and Claim No. 24638 against St. Charles for the
same amounts alleged in the lawsuit.

In a Stipulation approved by Judge Gonzalez, the parties agree
that the Claims will be allowed as general unsecured claims,
contingent on the release of all claims that Entergy may have in
connection with the Letter Agreements and the dismissal of the
lawsuits.

                         State of Texas

On October 11, 2002, the Employees Retirement System of Texas
filed Claim No. 12242 for $23,249,520 and Claim No. 12243 for
$4,546,834, each asserting a general unsecured classification.

On October 15, 2002, the Teachers Retirement System of Texas
filed Claim No. 15450 for $23,359,960 and Claim No. 15451 for
$15,182,794.

The Debtors objected to the Claims.

In a Court-approved stipulation, the Debtors, the Texas Employees
Retirement and the Teachers Retirement agree that:

    a. the Claims were filed to quantify alleged damages arising
       from the purchase of sale of securities; and

    b. the Claims will be reclassified and subordinated under
       Section 510(b) of the Bankruptcy Code.

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

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


ENRON CORP: Judge Werlein Sentences Ex-Enron Officer & 2 Bankers
----------------------------------------------------------------
The Hon. Ewing Werlein, Jr., of the U.S. District Court for the
Southern District of Texas sentenced former Enron Corp. executive
Dan O. Boyle, along with two other former officers of Merrill
Lynch & Co., Inc., for their participation in a bogus sale to
Merrill Lynch of Enron's power barges moored on the coast of
Nigeria.  That transaction enabled Enron to disguise a loan as a
sale on its books.

Mr. Boyle, the lead Enron employee then assigned to effectuate
the Nigerian Barge transaction, is sentenced to three years and
10 months in prison.  Ex-Merrill Lynch bankers Robert Furst and
William Fuhs each got three years and one month jail time.

Judge Werlein also orders Mr. Boyle to pay $320,00 in fines and
restitution.  Messrs. Furst and Fuhs are directed to pay $665,000
each.

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

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


ENRON: Citigroup Agrees to Settle Class Action Suit for $2 Billion
------------------------------------------------------------------
Citigroup agreed to a settlement in the Enron class action
litigation Newby, et al. v. Enron Corp., et al., currently pending
in the United States District Court for the Southern District of
Texas, Houston Division.

Under the terms of the settlement, Citigroup will make a pre-tax
payment of $2.0 billion to the settlement class, which consists of
all purchasers of all publicly traded equity and debt securities
issued by Enron and Enron-related entities between September 9,
1997 and December 2, 2001.  The settlement is fully covered by
Citigroup's existing litigation reserves.  The company does not
plan to adjust its remaining reserves, which it considers adequate
to meet all of the company's remaining exposure to the additional
pending Enron and research-related cases.  The company continues
to evaluate its reserves on an ongoing basis.

"We have an ambitious agenda for Citigroup's future growth as we
continue toward our goal to be the most respected global financial
services company," Charles Prince, Chief Executive Officer of
Citigroup, said.  "It is a key priority for Citigroup to resolve
major cases like this one and to put a difficult chapter in our
history behind us.  By doing so, we will be better positioned to
realize our goals.  We acknowledge and appreciate the determined
and professional efforts of the Regents of the University of
California and its advisors in working with us to achieve a
settlement that meets the goals of all parties."

The class action settlement must be approved by the Board of
Regents of the University of California, the lead plaintiff in the
case, and the Board of Directors of Citigroup.  It is also subject
to the approval of the United States District Court for the
Southern District of Texas.

The settlement amount includes plaintiffs' attorneys' fees, which
will be determined by the Court at a later date.  The settlement
provides that Citigroup denies committing any violation of law and
has agreed to the settlement solely to eliminate the
uncertainties, burden and expense of further protracted
litigation.

Citigroup's payment is the largest settlement so far in the Enron
case, more than four times the combined $491.5 million already
received from settlements with Lehman Brothers Holdings Inc., Bank
of America Corp., Andersen Worldwide, and former Enron officials,
The Wall Street Journal relates.

Remaining defendants in the investors' lawsuit include the
financial institutions of:

   -- J.P. Morgan Chase,
   -- Merrill Lynch,
   -- Credit Suisse First Boston,
   -- Canadian Imperial Bank of Commerce,
   -- Barclays Bank,
   -- Deutsche Bank,
   -- Toronto-Dominion Bank,
   -- Royal Bank of Canada, and the
   -- Royal Bank of Scotland,

all alleged to be key players in a series of fraudulent
transactions that ultimately cost Enron investors tens of billions
of dollars, and Goldman Sachs, which is named because of its role
as an underwriter of Enron securities.

Certain of these banks allegedly set up false investments in
clandestinely controlled Enron partnerships, used offshore
companies to disguise loans and facilitated phony sales of phantom
Enron assets.  As a result, Enron executives were able to deceive
investors by reporting increased cash flow from operations and by
moving billions of dollars of debt off Enron's balance sheet,
thereby artificially inflating securities prices.

Other remaining defendants include former officers of Enron, its
accountants, Arthur Andersen, and certain law firms.

                        About Citigroup

Citigroup -- http://www.citigroup.com/-- the leading global
financial services company, has some 200 million customer accounts
and does business in more than 100 countries, providing consumers,
corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and
credit, corporate and investment banking, insurance, securities
brokerage, and asset management. Major brand names under
Citigroup's trademark red umbrella include Citibank,
CitiFinancial, Primerica, Smith Barney, Banamex, and Travelers
Life and Annuity.

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

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


EXIDE TECH: Lead Claimants Want Allocation Procedure Streamlined
----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware approved procedures for allocating funds under a trust
established pursuant to the global settlement between Exide
Technologies and its debtor-affiliates and Antoine Dodd and 108
other lead claimants.  The Court also appointed James Watson as
Special Referee and A.G. Edwards & Company as Trustee for the Dodd
Claimants Trust.

The Allocation Procedures require the Special Referee, upon
conclusion of an investigation, to:

   a. submit a preliminary written report which would include his
      plan and reasoning for the proposed individual
      distributions of Fund assets;

   b. mail the Preliminary Report to each of the Lead Claimants
      and their attorneys, who would have 30 days to file any
      written objections to the proposed distribution; and

   c. respond in writing to all written objections within 15 days
      of the close of the 30-day objection period.

The Special Referee has full authority to contract all objectors
to make all reasonable attempts to resolve any objections.

The Special Referee's completion of work to the point of
submitting a Final Report was scheduled to occur no later than
October 18, 2004.  However, due to an objection and other delays,
the Court entered the order approving the Allocation Procedures
not until December 12, 2004, making the deadline obsolete.
Notwithstanding, the Allocation Procedures allow for the deadline
to file a Final Report to be extended upon Court approval.

In this regard, the Lead Claimants ask the Court to extend the
deadline for the filing of the Final Report by the Special
Referee.

Steven K. Kortanek, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, assures the Court that the
Special Referee has acted diligently in carrying out his duties.
However, the Special Referee and related parties need additional
time to complete the Allocation Procedures.

The Lead Claimants also ask the Court to modify the compensation
procedures for the Special Referee, to streamline the process by
implementing a "negative notice" procedure.

Mr. Kortanek relates that the Lead Claimants want to streamline
the process by dispensing with the requirement of Court approval,
unless an objection is filed to the Special Referee's filed fee
statements.  The Lead Claimants propose to implement these
procedures:

   a. No sooner than the 20th day of each month, the Special
      Referee will file with the Court a notice attaching a
      billing statement for fees and expenses incurred during the
      preceding months, the date those services were performed
      and the amount of time spent for each service, as well as
      the expenses incurred and the date on which they were
      incurred;

   b. The Special Referee will serve the Fee Notice on the
      United Sates Trustee; and

   c. Parties will have 10 days from the date of filing of the
      Fee Notice in which to file an objection with the Court.
      If an objection is filed, the Special Referee will seek a
      hearing date at which the Court will hear the objections.
      If no objections are filed within the 10-day period then
      the Referee will file a certificate of no objection,
      whereupon the Trustee of the Lead Claimants Trust will be
      authorized and directed to pay the Referee's fees and
      expenses.

The Lead Claimants believe that the proposed procedure will be
more efficient than filing formal fee applications, and is more
in keeping with the structure of the allocation procedures.

Headquartered in Princeton, New Jersey, Exide Technologies is the
worldwide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on Apr. 14, 2002
(Bankr. Del. Case No. 02-11125).  Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  Exide's confirmed chapter 11 Plan
took effect on May 5, 2004.  On April 14, 2002, the Debtors listed
$2,073,238,000 in assets and $2,524,448,000 in debts.  (Exide
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                        *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


FASTENTECH INC: S&P Rates Amended $175MM Credit Facility at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
FastenTech Inc., a global manufacturer and marketer of highly
engineered specialty fasteners, to negative from stable.  The
outlook revision reflects FastenTech's more aggressive financial
policy, specifically the significant increase in its number of
debt-financed acquisitions.

All the other ratings on FastenTech are affirmed.

Standard & Poor's also assigned its 'BB-' senior secured bank loan
rating to FastenTech's amended and restated $175 million credit
facility due May 2010 and assigned a recovery rating of '1',
indicating high expectation of full recovery of principal in the
event of a payment default.

"The ratings on Minneapolis Minnesota.-based FastenTech reflect
its weak business position serving competitive and cyclical
industrial markets and its aggressive financial profile," said
Standard & Poor's credit analyst John R. Sico.

The company holds leading market positions in the niche segment of
specialty fasteners and it has a diverse array of customers and
end markets, though there is some concentration within these.  The
company is closely held by Citigroup Venture Capital and company
management.  It carries established brands in various end markets
with No. 1 or No. 2 positions and holds about 250 U.S. and foreign
patents.  The company's products account for only a small portion
of customers' total cost, yet fasteners are a critical component
of the end users' product quality.

The company operates in highly cyclical and competitive markets,
supplying components for automobiles; light, medium, and heavy-
duty trucks; industrial applications; power generation equipment;
construction equipment; and military applications.  Because of
FastenTech's customer concentration, its top eight customers
account for about 57% of sales, while the largest accounts for
14%.  The company expects to achieve growth through new product
innovation and marketing.

FastenTech's operating margins are good at about 17%, though this
figure is down from about 20% because of lower margins on acquired
businesses and higher sales of lower margined products.  Although
the recent upturn in industrial markets has contributed to
improved sales and operating income, higher raw material and labor
costs have eroded margins.  Steel prices have stabilized somewhat,
and the company expects to pass through most additional costs, if
any, to customers.  As for labor costs, FastenTech has agreements
with unions that cover half of its workforce.  Some of these are
due to expire in 2005, but the company does not currently expect
labor negotiations to be a problem.


FEDERAL-MOGUL: Wants Cost Consultant to Follow-Up on 12 Facilities
------------------------------------------------------------------
A.T. Kearney, Inc., has provided Federal-Mogul Corporation and its
debtor-affiliates with consulting services in two phases.  Phase I
was performed in 2003 at the Court's direction and free of charge
to the Debtors.  In Phase II, the Debtors sought and obtained
permission from the Bankruptcy Court to employ A.T. Kearney to
provide cost-saving initiatives to the Debtors' other
manufacturing facilities through Waves I, II, III and IV.  A.T.
Kearney's services in Phase II were no longer for free.

Specifically, A.T. Kearney introduced cost savings initiatives at
52 plants through Waves I, II and III.  In Wave IV, A.T. Kearney
implemented follow-up procedures to some of the plants in Waves
I, II and III.

The Debtors and the Official Committee of Unsecured Creditors ask
the Court to allow A.T. Kearney to implement follow-up procedures
at 12 of the Debtors' facilities, in which an Operating Asset
Effectiveness initiative has already been implemented.

Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., in Wilmington, Delaware, relates that
A.T. Kearney will provide services that are identical to the
follow-up services it performed in Wave IV.  Of the 70 plants in
Waves I, II, III and IV, nine will require additional follow-up
support.  The remaining three are plants in Wave V that the
Debtors expect will need additional follow-up support.

The Debtors will also be implementing Wave V of the OAE rollouts
and instituting OAE at a number of additional plants, Ms.
MacFarland says.

             Operating Asset Effectiveness Methodology

The OAE methodology involves identifying inefficiencies,
determining the root cause of the problems resulting in
inefficiencies, and identifying solutions to resolve those
problems.

The "achieve and sustain" follow-up for 12 identified plants in
Waves I, II, III, IV and V is designed to maximize the likelihood
that the plants will realize the identified savings opportunities
and sustain the improved processes without the need for further
outside support.  The 12 plants represent 15% of the plants that
have undergone or will undergo OAE implementation in Waves I, II,
III, IV and V.

Ms. McFarland says there are three main causes for the risk that
the plants will not realize the complete cost savings possible:

    (1) Implementation of the rollouts was very rapid, with only a
        12-week learning cycle;

    (2) Many of the processes introduced were completely new to
        the Plants; and

    (3) Because the Debtors' management has experienced some
        natural turnover, many of the personnel at the facilities
        have changed roles or been replaced since the start of the
        rollout.

A.T. Kearney estimated that the "achieve and sustain" follow-up
for the targeted plants will last 12 weeks.

A.T. Kearney has classified the necessary support level of each
plant as either highest or high.  The four highest-risk plants
will have two full-time external resource teams, each consisting
of two A.T. Kearney employees, dedicated to the four plants.  The
eight high-risk plants will have two full-time external resource
teams, consisting of either two or three A.T. Kearney employees,
dedicated to the eight plants.

The achieve and sustain support follow-up will address three main
areas:

    (1) The follow-up will focus on process compliance by visiting
        the plants' steering committee meetings and ensuring
        through process checklists that the critical elements of
        the process improvement are followed;

    (2) The extent to which the plant improvement plans have been
        successful will be evaluated and the plant improvement
        plans will be modified to address any gaps in performance;
        and

    (3) Potential for new savings will be identified.

The ultimate goal of the risk reduction follow-up is to ensure
that the process is sustained without the need for ongoing
external resources.

                       Fees and Expenses

A.T. Kearney's fees will be calculated on an hourly basis using
actual hours worked and a specified rate structure for A.T.
Kearney personnel having varying levels of experience.  A.T.
Kearney's consulting fees and expenses will be capped at
$2,500,000 for the period of "achieve and sustain" follow-up.
The first two invoices will be paid $1,000,000 at $500,000 each,
to be paid within 60 days from the date of invoice.  The last
invoice will be adjusted from $500,000 to reconcile for the
actual hours billed as well as expenses.

The plants contemplated in the "achieve and sustain" follow-ups
are those owned by the U.S. Debtors, Non-Debtor Affiliates and by
the English Debtors.  Each of the applicable U.S. Debtors,
English Debtors and Non-Debtor Affiliates will reimburse
Federal-Mogul Corporation for the pro-rata costs of any A.T.
Kearney services rendered at their plants to the extent Federal-
Mogul directly pays A.T. Kearney's fees and expenses.

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)


FOUR DIPS: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Four Dips, Inc.
        2190 Oil Well Road
        Glasgow, Kentucky 42141

Bankruptcy Case No.: 05-11135

Chapter 11 Petition Date: June 10, 2005

Court: Western District of Kentucky (Bowling Green)

Debtor's Counsel: Scott A. Bachert, Esq.
                  324 East 10th Street
                  P.O. Box 1270
                  Bowling Green, Kentucky 42102
                  Tel: (270) 782-3938

Estimated Assets: Unknown

Estimated Debts:  $500,000 to $1 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Purity Dairies, Inc.                             $10,155
   MSC # 410600
   P.O. Box 415000
   Nashville, TN 37241-5000

   Trauth Dairy                                      $7,842
   P.O. Box 714809
   Columbus, OH 43271-4809

   CIT Technology Financial Services, Inc.           $3,816
   P.O. Box 550599
   Jacksonville, FL 32255-0599

   Hillcrest Credit Agency                             $448
   P.O. Box 2220
   Bowling Green, KY 42102-2220

   AllTex Refrigeration & Coffee, Ltd                  $331
   1918 Taft Street
   Houston, TX 77006

   Superior Uniform Group, Inc.                        $162
   Fashion Seal Uniforms
   P.O. Box 932058
   Atlanta, GA 31193-2058


GARDEN STATE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Garden State MRI Corporation
        dba Eastlantic Diagnostic Institute
        1470 South Main Road
        Twin Plaza, Building 2
        Vineland, New Jersey 08360

Bankruptcy Case No.: 05-29214

Type of Business: The Debtor operates an out-patient imaging and
                  radiology facility in New Jersey.  Garden State
                  MRI Corporation offers anthrography, dexa scan,
                  mammogram, CT scan, intravenous pyelogram,
                  magnetic resonance imaging, nuclear medicine,
                  pediatric voiding cystourethrogram, radiography,
                  ultrasound, and X-ray services.
                  See http://www.eastlanticdiagnostic.com/

Chapter 11 Petition Date: June 9, 2005

Court: District of New Jersey (Camden)

Judge: Gloria M. Burns

Debtor's Counsel: Arthur J. Abramowitz, Esq.
                  Cozen O'Connor
                  Libertyview Building, Suite 300
                  457 Haddonfield Road
                  Cherry Hill, New Jersey 08002
                  Tel: (856) 910-5000

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Toshiba                                                 $191,816
P.O. Box 91605
Chicago, IL 60693

Miller Alfano & Raspanti, PC                            $138,177
1818 Market Street, Suite 3402
Philadelphia, PA 19103

Siemens Medical Solutions                                $41,950
P.O. Box 7777 W3580
Philadelphia, PA 19175

Verizon Superpages            Super Pages/               $29,465
P.O. Box 64809                Advertising
Baltimore, MD 21264-4809

Jefferson Medical &                                      $25,263
Imaging, Inc.
5470 Berskhire Valley Road
P.O. Box 254
Oak Ridge, NJ 07438

AETNA                                                    $24,796
P.O. Box 88874
Chicago, IL 60695-1874

Lindgren RF Enclosures, Inc.                             $18,916
400 High Grove Boulevard
Glendale Heights, IL 60139

Instar Systems                                           $16,924
128 South Tejon Street, Suite 300
Colorado Springs, CO 80903

Oni Medical Systems, Inc.                                $15,008
301 Ballardvale Street, Suite 4
Wilmington, MA 01887-4405

MXR-Baldwin                                              $11,738
P.O. Box 489
Hatboro, PA 19040-0489

Hospira Worldwide                                        $11,600
75 Remittance, Suite 6136
Chicago, IL 60675-6136

GE Healthcare                                            $11,150
P.O. Box 640200
Pittsburgh, PA 15264-0200

Verizon                       Telephone/Fax Service      $11,087
P.O. Box 4833                 Acct #s: 856 459
Trenton, NJ 08650-4833        3828 005 41Y;
                              856 690 0300 400 94Y;
                              856 691 0560 954 91Y;

Yellow Book-NJ                                           $11,015
398 EAB Plaza
Uniondale, NY 11556-0398

Cashan & Company                                          $9,602
One White Horse Center
P.O. Box 436
Hammonton, NJ 08037-0436

Rosenberg, Mincer, Gold &                                 $8,220
Benvenuti
2330 New Road
Northfield, NJ 08225

Sourceone Healthcare                                      $8,157
Technologies
P.O. Box 403209
Atlanta, GA 30384-3209

Kulzer & Dipadova                                         $6,922
76 East Euclid Avenue
Haddonfield, NJ 08033

The Daily Journal                                         $6,423
P.O. Box 5100
Cherry Hill, NJ 08034

Atlantic Telecom                                          $5,654
215 Sherwood Drive
Egg Harbor Township, NJ 08234


HAYES LEMMERZ: SEC to File Civil Enforcement Action
---------------------------------------------------
On February 19, 2002, Hayes Lemmerz International Inc., restated
its consolidated financial statements for:

   a. the fiscal years ended January 31, 2001 and 2000, and
      related quarterly periods; and

   b. the fiscal quarter ended April 30, 2001.

The restatement was the result of Hayes' failure to properly apply
certain accounting standards generally accepted in the United
States, and because certain accounting errors and irregularities
in the Hayes' financial statements were identified.

The SEC has been conducting an investigation into the facts and
circumstances giving rise to the restatements.  Hayes has been
cooperating with the SEC in connection with the investigation.

On June 8, 2005, Hayes received a "Wells Notice" from the staff of
the SEC in connection with the investigation.

Under the SEC's procedures, a Wells Notice indicates that the SEC
staff has made a preliminary decision to recommend that the
regulatory commission bring a civil enforcement action against the
recipient of the notice.  The Wells Notice received by Hayes
indicates that the staff intends to recommend that the Commission
bring an enforcement action against the Company alleging certain
violations, including violations of:

   -- Section 17(a) of the Securities Act of 1933; and

   -- Sections 10(b), 13(a) and 13(b)(2)(A) and (B) of the
      Securities Exchange Act of 1934 and related rules
      thereunder.

Section 10(b) and Rule 10b-5 contain the basic antifraud
provisions of the federal securities laws.  Sections 13(a) and
13(b)(2)(A) and (B) and Rules 12b-20 contain certain of the
obligations of public companies to file periodic and other reports
with the SEC and, in connection therewith, to maintain accurate
financial books and records and appropriate internal accounting
controls.

The SEC staff advised Hayes that the Commission currently does not
intend to recommend the imposition of any monetary penalties or
fines in connection with any civil enforcement action related to
the restatements.

James A. Yost, Hayes' vice president for finance and chief
financial officer, relates that Hayes had the opportunity to
respond to the SEC staff before the staff makes its formal
recommendation on whether the SEC should bring any action.  Hayes
held discussions with the SEC staff regarding the Wells Notice and
is continuing to cooperate fully with the staff to bring the
matter to an appropriate and timely resolution, Mr. Yost says.

Mr. Yost notes that notwithstanding the advise from SEC, there can
be no assurance that the Commission will not ultimately seek to
impose monetary penalties or fines or take other corrective
actions against the Company that could have a significant negative
impact on the Company's financial condition.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

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

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

These specific rating actions were taken by Moody's:

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

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

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

   * $100 million revolving credit facility due June 2008;

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

   * Affirmation of the B1 senior implied rating;

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


HAYES LEMMERZ: Sued by Ex-Directors to Recover Class Action Costs
-----------------------------------------------------------------
Pursuant to its Plan of Reorganization, Hayes Lemmerz
International, Inc., purchased directors and officers liability
insurance to cover then-current and former directors and officers.
The Company also agreed to indemnify certain of its former
directors against certain liabilities, up to an aggregate of $10
million in excess of the D&O liability insurance coverage to or
for the benefit of the indemnitees.

In a recent 10-Q filing with the Securities and Exchange
Commission, Hayes reports that on June 3, 2005, certain former
directors filed a lawsuit before the Court of Chancery in Delaware
against the Company.  The Directors seek to recover the $7.2
million the directors agreed to pay to settle a class action.

Hayes' vice president for finance and chief financial officer,
James A. Yost, explains that a group of purported purchasers of
certain Senior Notes and Senior Subordinated Notes issued by the
Company commenced a putative class action lawsuit in 2002 against
13 former directors and officers and KPMG LLP, Hayes' independent
registered public accounting firm, in the U.S. District Court for
the Eastern District of Michigan.

The Complaint, captioned Pacholder High Yield Fund, Inc., et al.
v. Ranko Cucuz, et al., seeks damages for an alleged class of
persons who purchased Hayes bonds between June 3, 1999, and
September 5, 2001, and claim to have been injured because they
relied on the Company's allegedly materially false and misleading
financial statements.

The Class Action was amended on June 27, 2002, to add CIBC World
Markets Corp. and Credit Suisse First Boston Corporation,
underwriters for certain bonds issued by the Company, as
defendants.  CIBC World Markets and CSFB were subsequently
dismissed from the action.

Mr. Yost says the claims in the Class Action were not discharged
upon the effectiveness of Hayes' Plan of Reorganization because
they were not against the Company.

Hayes' directors include: Ranko Cucuz, William Shovers, D.N.
Vermilya, David Ying, Anthony Grillo, Paul Levy, Jeffrey
Lightcap, Cleveland Christophe, Andrew Heyer, Horst Kukwa-
Lemmerz, Wienand Meilicke, John Rodewig, and Ray Witt.

Mr. Yost relates that the Michigan court preliminarily approved
the settlement on May 10, 2005.  The Michigan Court has scheduled
a fairness hearing on the proposed settlement for July 20, 2005.

Hayes Lemmerz International, Inc., is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company filed for chapter 11 protection on
December 5, 2001 (Bankr. D. Del. Case No. 01-11490) and emerged in
June 2003.  Eric Ivester, Esq., and Mark S. Chehi, Esq., at
Skadden, Arps, Slate, Meager & Flom represent the Debtors.  (Hayes
Lemmerz Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)

                         *     *     *

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

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

These specific rating actions were taken by Moody's:

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

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

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

   * $100 million revolving credit facility due June 2008;

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

   * Affirmation of the B1 senior implied rating;

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


HERCULES OFFSHORE: Moody's Rates Proposed $130M Term Loan at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 senior implied rating to
Hercules Offshore, LLC and a B2 rating to its proposed $130
million, 5-year senior secured Term Loan B.  Moody's also assigned
a B2 rating to Hercules' proposed $25 million, 3-year senior
secured revolving credit facility.  The outlook is stable.

Proceeds from the transaction will be used to:

   * refinance existing debt financing ($101 million);
   * fund the acquisition of the Transocean Jupiter ($20 million);
   * provide cash for general corporate purposes ($4 million); and
   * to pay transaction fees and expenses ($5 million).

Hercules, formed in July 2004, currently owns and operates a fleet
of seven jack-up rigs and 39 liftboats (including one held for
sale) in the shallow-water Gulf of Mexico.  In August 2004,
Hercules acquired five jack-up rigs from Parker Drilling Company
for $39.3 million.  This was followed by the acquisition of two
additional jack-ups in January 2005 for $41.5 million.

In October 2004, Hercules acquired a fleet of 22 liftboats from
Global Industries for $53.5 million and, in June 2005, it acquired
an additional 17 liftboats from Superior Energy Services for $20
million.  Also, Hercules recently agreed to acquire the Transocean
Jupiter jack-up rig for $20 million (not including an estimated $7
million expected to be spent on refurbishment) and is expected to
close on the transaction in June or July 2005.

Hercules' strategy is to fill a niche role in the shallow-water
GOM markets that combines rigs with liftboats.  The liftboat
business, because it provides production and plugging and
abandonment work, is generally more stable than the contract
drilling business which is highly sensitive to changes in
exploration and development budgets which, in turn, are driven by
changes in and the outlook for oil and gas prices.  For 2005,
Hercules' jack-up business should generate about 75% of total
EBITDA with liftboats accounting for the remaining 25%.

The ratings are supported by:

   * strong current financial performance driven by strong up-
     cycle demand for its jack-up rigs and liftboats;

   * the relative stability of and diversification benefits
     provided by its liftboat business;

   * a seasoned management team, nearly all of which have many
     years of experience in the contract drilling and/or liftboat
     business;

   * strong market position and concentration in the shallow end
     of the GOM liftboat market which could provide Hercules with
     some pricing power;

   * unique features of certain of its jack-up rigs which should
     help keep them in demand during a downturn (e.g., one of its
     jack-up rigs can operate in only 9' of water); and

   * long-term relationships with key customers on several of its
     jack-up rigs.

The ratings are constrained by:

   * lack of a proven track record as Hercules has only been in
     business less than one year;

   * volatility and cyclicality of the offshore contract drilling
     business generally and with respect to shallow-water jack-up
     rigs specifically;

   * the company's very small size and lack of geographic
     diversity;

   * the overall quality of its jack-up rig fleet is relatively
     low (e.g., 5 of its 7 jack-up rigs are mat-supported as
     opposed to the more versatile and consequently more valuable,
     independent-leg design jack-up rigs) which would negatively
     impact the value received in a potential sale should that
     become necessary;

   * only two of its jack-up rigs are capable of operating in
     international markets, limiting the possibility to diversify
     geographically in the future; and

   * the need to grow which will likely result in further
     acquisitions that could result in the company paying top-of-
     the-cycle prices.

The secured facilities are not notched up from the senior implied
rating because substantially all of Hercules' debt outstanding
will consist of the Term Loan B and any borrowings under the
revolver.  All of the company's subsidiaries guarantee the
facilities and they are secured by a first priority lien on
substantially all of the assets of the company, including the
jack-up rigs and liftboat fleets.

In terms of collateral coverage, third-party appraisals indicate
that the fair market value of the company's jack-ups and liftboats
is approximately $266 million, which provides significant cover
for the Term Loan B and the fully drawn revolver combined ($155
million total).  Using the cost of the assets acquired, coverage
is approximately 113%.  Moody's believes that using Hercules'
acquisition prices to compute collateral coverage is a reasonable
approach considering that all of the transactions have taken place
within the last year.  Not included in either of these collateral
estimates are accounts receivable and other net assets which
approximate $25-$30 million.

The credit agreement will require mandatory prepayments from
proceeds of:

   * asset sales,

   * debt issuances,

   * 50% of excess cash flow (provided that leverage is in excess
     of certain amounts), and

   * 25% of equity issuances.

Distributions, except income tax-related distributions to equity
holders, are prohibited under the credit agreement.  Hercules is
considering making an initial public offering later this year and
may seek to raise $75-100 million.  If the IPO occurs and
financial performance continues to be strong, Moody's estimates
that the equity and excess cash flow sweeps could reduce the
amount outstanding under the Term Loan B by $20-$30 mllion over
the next 12 months.  Hercules will be subject to two financial
covenants including maximum Debt/EBITDA of 3.75x and minimum
EBITDA/Interest coverage of 3.5x.

Moody's estimates that Hercules should easily meet these covenants
under current market conditions, but that they will tighten in a
mid-cycle market.  In event of a downturn, however, Hercules will
likely be constrained by covenant levels, potentially limiting
access to revolver liquidity absent a bank waiver.

In the event of a downturn, during which Hercules will likely
receive dayrates for its rigs that are significantly lower than
current dayrates, Moody's estimates that Hercules would breakeven
or produce a modest loss at the EBITDA level (after interest and
depreciation charges, Hercules would post a significant loss).
Even in mid-cycle operating conditions, the negative impact on
EBITDA could result in a violation of its financial covenants,
depending on debt levels at the time.  The last severe downturn in
the market for similar rigs occurred in 1999 and lasted for
approximately a year or so, and dayrates for mat-supported jack-up
rigs dropped to less than $15,000/day.  The previous peak
conditions for similar assets occurred in mid-2001 where dayrates
averaged $40,000-$45,000/day.  That period was followed by a
period of softness lasting from early 2002 through summer 2004 in
which market dayrates for similar assets hovered in the $20,000-
$25,000 range.

Beginning in the second half of last year, dayrates rose sharply
in response to strongly increased demand and have been rising
since then, currently averaging $40,000-$45,000/day and even
higher for certain jack-up rigs.  The near-term outlook for
shallow-water jack-up rigs is strong, but visibility drops off
after about six months.

Hercules Offshore, LLC is headquartered in Houston, Texas.


HOLLINGER INC: Ontario Court Removes Peter G. White as a Director
-----------------------------------------------------------------
Mr. Justice Colin Campbell of the Ontario Superior Court of
Justice ordered, on June 8, 2005, that Peter G. White be removed
as a Director of Hollinger Inc. (TSX:HLG.C)(TSX:HLG.PR.B)
effective immediately.  The removal had been requested by the
independent Directors of Hollinger.

Hollinger's principal asset is its interest in Hollinger
International Inc., which is a newspaper publisher, the assets of
which include the Chicago Sun-Times, a large number of community
newspapers in the Chicago area and a portfolio of news media
investments.  Hollinger also owns a portfolio of revenue-producing
and other commercial real estate in Canada, including its head
office building located at 10 Toronto Street, Toronto, Ontario.

                         *     *     *

                        Litigation Risks

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

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

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

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

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

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

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

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

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

                    Court-Ordered Inspection

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

                        Litigation Costs

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

                            Default

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


INDUSTRIAL ENTERPRISES: Buys 100% Interest in Unifide for $3.75MM
-----------------------------------------------------------------
Industrial Enterprises of America, Inc. (Pink Sheets: ILNP) -- fka
Advanced Bio/Chem, Inc. -- acquired 100% ownership of Unifide
Industries LLC, a leading marketer and seller of automotive
chemicals and additives, for a total compensation of approximately
$3.75 million in a combination of cash, notes and stock.  As a
result of the acquisition, Unifide Industries will become a wholly
owned subsidiary of Industrial Enterprises of America.

Unifide Industries, a historically profitable company, has been in
operations for over six years and generates revenue that will
triple the size of ILNP's existing operations.  Unifide Industries
markets and manufactures specialty automotive products under
proprietary trade names such as TMP (Taylor Made Products), Nu-
Energy and Tradco/Phoenix, as well as private labels.  The
acquisition of Unifide Industries brings an experienced marketing
and sales force to ILNP's core packaging business and is expected
to provide cross-selling opportunities between the Company's
proprietary brands.

Crawford Shaw, Chief Executive Officer of ILNP, stated, "With the
acquisition of Unifide Industries, ILNP is establishing a strong
presence in the increasingly lucrative automotive aftermarket
sector.  We plan to begin manufacturing select product lines that
are currently being outsourced by Unifide, that include large
volumes of R134a and R152a - 'The Other Gas', thus greatly
increasing product margins and the efficiency of our current
Lakewood facilities.  Additionally, we believe that this
acquisition puts us on pace to generate well over $35 million in
annual revenues.  We will continue to pursue strategic
acquisitions that will contribute to our long term profitability
and success."

                        About the Company

Industrial Enterprises of America, Inc., is a leading converter of
a manageable multifunctional gas commodity that is applied to a
number of refrigerant and propellant products that are used
throughout various industries including: automotive, computer
electronics, and medical applications.  ILNP refers to the ticker
symbol of Industrial Enterprises of America, Inc. on the Pink
Sheets. ILNP is a Nevada corporation, headquartered in Houston,
Texas. ILNP packages, markets and sells refrigerants through its
wholly owned subsidiary. Following its latest acquisition, the
Company will be a leading supplier of automotive chemicals. Its
products serve a variety of industries and its current clients
include a number of Fortune 500 companies.

                       Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,
the Company has suffered recurring losses from operations and its
total liabilities exceed its total assets.  This raises
substantial doubt about the Company's ability to continue as a
going concern.

At March 31, 2005, Industrial Enterprises' total liabilities
exceed its total assets by $1,681,900.


INGLE'S NOOK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Ingle's Nook, Inc.
        12300 Jefferson Avenue, # 423
        Newport News, Virginia 23602

Bankruptcy Case No.: 05-51515

Type of Business: The Debtor operates a gift
                  shop selling collectible items.
                  See http://www.inglesnook.com/
                  The Debtor previously filed for
                  chapter 11 protection on May 16, 2005
                  (Bankr. E.D. Va. Case No. 05-51339).

Chapter 11 Petition Date: June 9, 2005

Court: Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Joseph T. Liberatore, Esq.
                  Marcus, Santoro & Kozak, P. C.
                  1435 Crossways Boulevard, Suite 300
                  Chesapeake, Virginia 23320
                  Tel: (757) 222-2224
                  Fax: (757) 333-3390

Estimated Assets: $1 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John I. Martin                Loan to corporation       $500,000
P.O. Box 1765
Yorktown, VA 23692

Dulles Center, LLC            Rent Disputed             $233,617
c/o Lerner Corporation
11501 Huff Court
Kensington, MD 208951094

Macerich SCG Ltd.             Rent                      $220,628
Partnership
401 Wiltshire Boulevard,
Suite 700
Santa Monica, CA 90401

Simon Property Group          Rent                     $ 124,478
9888 Chesapeake Mall, LLC
115 West Washington Street
Indianapolis, IN 46204

Department 56                 Merchandise               $115,876
6436 City West Parkway
Eden Prairie, MN 55344

Janoff & Olshan, Inc.                                   $103,197
654 Madison Avenue
New York, NY 10021

Willitts Designs Int'l        Merchandise                $70,438
3818 Payshpere Circle
Chicago, IL 60674

Internal Revenue Service      Form 941, etc.             $41,375
Insolvency Unit
P.O. Box 10025
Richmond, VA 23240

Commonwealth of Virginia                                 $40,766
Department of Taxation,
Legal Unit
P.O. Box 2156
Richmond, VA 23240

Lynnhaven Mall LLC            Rent                       $32,740
701 Lynnhaven Parkway,
Suite 1068
Virginia Beach, VA 23452

Ty, Inc.                      Merchandise                $19,621
280 Chestnut Avenue
Westmont, IL 60559

PR Financing LTD              Rent                       $17,698
12300 Jefferson Avenue, #777
Newport News, VA 23602

Colonial Candle of Cape Cod   Merchandise                 $5,957
1000 Dillard Avenue
Forest, VA 24551

Spotsylvania Mall             Rent                        $5,632
2445 Belmont Avenue
Youngstown, OH 445040186

Comptroller of Maryland       Taxes, interest &           $4,244
Compliance Division           penalties
301 West Preston Street,
Room 401
Baltimore, MD 21201-2383

Credit Clearing House, Inc.                               $3,564
200 Business Park Drive
Armonk, NY 105041712

Manual Woodworkers            Merchandise                 $2,297
3737 Howard Gap Road
Hendersonville, NC 28792

The Hartford                  Insurance                   $1,883
4401 Middle Statement Road
New Hartford, NY 13413

The Local Book                Merchandise                 $1,827
119 Naylor Mill Road,
Suite 5
Salisbury, MD 21801

BFI Nat'l Account             Merchandise                   $682
757 N Eldridge Parkway
Houston, TX 770794527


INTERSTATE BAKERIES: Stay Modified to Allow $1.2M Claim Settlement
------------------------------------------------------------------
For several years, Lumbermens Mutual Casualty Company issued
automobile liability coverage in favor of Interstate Brands
Corporation.  Lumbermens issued one of these policies for the
term July 2002 to July 2003.  In addition, Lumbermens and the
Debtors entered into certain additional agreements, including but
not limited to premium payment, deductible reimbursement, and
collateral agreements.  Broadspire Services, Inc., administered
the claims made under the Policy.

According to Neil L. Johnson, Esq., at Berkowitz Oliver Williams
Shaw & Eisenbrandt, LLP, in Kansas City, Missouri, the Policy
contained a Deductible Liability Endorsement in the amount of
$1.5 million per claim.  The endorsement requires Interstate to
reimburse the insurer for the first $1.5 million of any claim
made on the Policy.

"The deductible was secured by letters of credit issued in favor
of Lumbermens," Mr. Johnson says.  "In the event that Lumbermens
was required to make payment on account of claims against the
Policy, which were settled within the $1.5 million deductible
layer and for which Interstate did not reimburse Lumbermens,
Lumbermens was entitled to draw down the letters of credit."

                 Wetzel Personal Injury Litigation

On February 8, 2003, Rose Wetzel was allegedly struck by an
automobile driven by Steven Hauser, an employee of Interstate
Brands.  The accident occurred during the coverage period of the
Policy.

Soon after the accident, Ms. Wetzel sued Mr. Hauser and
Interstate to recover for the injuries she suffered in the
accident.  The original amount demanded on Ms. Wetzel's behalf
was $3,600,000.  However, as a direct result of a mediation
session to resolve Ms. Wetzel's personal injury claim, the
parties settled the matter for $1.225 million.

Before the Settlement could be consummated, the Debtors filed for
bankruptcy.  As a result, Interstate Brands never transferred the
settlement funds to Broadspire for transmittal to Ms. Wetzel.

                       Insurer Litigation

On October 7, 2004, Ms. Wetzel filed a complaint against
Lumbermens; Platinum Equity, LLC; Broadspire; National Loss
Control Services Corporation; Robert Hurr, an employee of
Broadspire; and Stewart & Irwin, counsel to Interstate with
respect to the Personal Injury Litigation, in the Superior Court
of Marion County, Indiana.  Ms. Wetzel sought to recover the
amounts due under the Wetzel Personal Injury Litigation
settlement.

The Insurer Litigation defendants, however, removed the action to
the U.S. District Court for the Southern District of Indiana.
The removal, Mr. Johnson says, was predicated on the arguments
that (i) the insurance policy at issue was an asset of the
bankruptcy estate, and within the Bankruptcy Court's exclusive
jurisdiction and (ii) the prosecution of the Insurer Litigation
implicated estate property, and was therefore violative of the
automatic stay.

On January 28, 2005, the District Court, at Ms. Wetzel's behest,
remanded the Insurer Litigation back to the Indiana State Court,
holding that there was no basis for the exercise of bankruptcy.

                  Court-Approved Settlement

In a stipulation approved by the Court, the Debtors, Lumbermens
Mutual Casualty Company and Broadspire Services, Inc., agree
that:

   (1) to the extent applicable, the automatic stay is modified
       to allow a $1.225 million settlement payment for Rose
       Wetzel's benefit;

   (2) the settlement payment is authorized, but not directed, to
       be made for Ms. Wetzel's benefit;

   (3) Lumbermens and Broadspire will be entitled to
       reimbursement from the applicable letters of credit or
       other collateral that they hold as security for their
       obligations as the Debtors' insurer;

   (4) the Debtors consent to Lumbermens and Broadspire's
       presentation of a sight draft against the L/Cs or other
       security for the $1.225 million draw;

   (5) in regard to any costs and fees related to the Wetzel
       Personal Injury Litigation, Lumbermens and Broadspire will
       not seek to recover those fees from any applicable
       security, including but not limited to those certain L/Cs,
       on or before June 24, 2005; and

   (6) Lumbermens and Broadspire will provide the Debtors, the
       Official Committee of Unsecured Creditors, the Official
       Committee of Equity Holders, and the Debtors' lenders or
       their agents with 14 days' notice of their intent to seek
       reimbursement for their fees from any applicable security.

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

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


IPSCO INC: Moody's Upgrades Senior Implied Rating to Ba1 from Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded its senior implied rating for
IPSCO Inc. to Ba1 from Ba2.  The upgrade reflects IPSCO's strong
financial performance, a cash balance greater than gross debt, and
a favorable near-term outlook for its primary products, steel
plate and energy tubulars.  The rating outlook remains positive.

These ratings were upgraded:

   * $200 million of 8.75% guaranteed senior unsecured notes due
     2013 -- to Ba1 from Ba2;

   * senior implied rating -- to Ba1 from Ba2; and

   * senior unsecured issuer rating -- to Ba2 from Ba3.

At March 31, 2005, IPSCO had debt of $407 million and a cash
balance of $482 million.  The book value of its shareholders'
equity was $1.5 billion (Canadian GAAP) at March 31.  Indicative
of the strength of steel markets and its own operations, IPSCO's
cash balance rose by $350 million over the previous 15 months,
even as it spent over $240 million to retire debt and preferred
stock and funded an approximately $168 million increase in working
capital.  While a large share repurchase program, by way of a
normal course issuer bid, may consume some of its cash (up to $210
million at the current stock price), and another $72 million of
debt was redeemed in the second quarter, Moody's does not expect
the company to make significant acquisitions or undertake any
large capital projects, and the cash balance may remain sizable.

Given its reduced leverage, low cost operations, and favorable
product mix, Moody's believes that IPSCO's higher ratings can be
sustained even if overall steel prices and demand were to
materially weaken.  The North American plate market is
fundamentally stronger than it was two years' ago and energy
tubulars should continue to benefit from high energy prices and
energy investments.  Raw material surcharges had been helping
offset the rising costs of steel scrap, but IPSCO's base prices
have also increased.  While scrap prices have declined in 2005,
plate and energy tubular prices have thus far held up, unlike many
other steel products.

IPSCO's cost structure benefits from its:

   * modern steelmaking facilities,
   * production flexibility,
   * productive work force, and
   * modest legacy costs.

It subscribes to a "steel short" strategy, meaning that it can
produce more tons of finished steel than it can melt, which
enables it to maintain efficient operating rates when demand is
weak.  When demand is strong, it purchases steel from third
parties.  IPSCO's Regina, Saskatchewan steel mill generally
operates at a high capacity utilization rate, aided by its
location and the pipe mills and downstream processing operations
that use Regina's coil and discrete plate.  By adjusting product
mix to market opportunities, IPSCO is able to maintain high
utilization rates and maximize profitability.  Its two US mills
are both operating well and at rated capacity.  For these reasons,
we believe IPSCO will be profitable throughout all but the most
severe steel cycle.  Significantly, IPSCO's lowest 12-month
operating income over 2001-2003 was $32 million reported between
July 2001 and June 2002.  This was at a time when its new mill at
Mobile, Alabama was ramping up and operating at a loss.

Moody's positive outlook for IPSCO is supported by favorable
market dynamics for plate and energy tubulars, the company's new
and cost-efficient facilities, anticipated growth in cash, and its
flexibility to further reduce debt and capitalized leases in 2006-
2007.  Factors that could result in a further upgrade to IPSCO's
ratings include:

   * investment restraint;

   * a demonstrated ability to generate cash under more typical
     market conditions; and

   * debt reduction.

Moody's does not expect, nor is an upgrade contingent upon,
IPSCO's earnings continuing at its recent pace.  As long as market
fundamentals are healthy for its key products, financial and
acquisition strategies remain prudent, and cash flow to debt
measures remain solid, then an upgrade could occur even were
operating income to contract to a more normalized run-rate of
$150-180 million.  IPSCO's rating outlook could be adversely
affected by large and risky investments or acquisitions, cost
increases in the midst of sharply lower selling prices, or a
reversal of the company's commitment to a conservative capital
structure in line with its desire to attain an investment grade
rating.

IPSCO, headquartered in Lisle, Illinois, produces discrete plate
and coil and tubular products at 12 sites throughout Canada and
the US.


J.CREW GROUP: April 30 Balance Sheet Upside-Down by $580 Million
----------------------------------------------------------------
J.Crew Group, Inc., reported that its operating income for the
thirteen weeks ended April 30, 2005 was $23 million compared to an
operating loss of $3 million last year, as the Company continues
to benefit from the revitalization of the J.Crew brand.

Millard Drexler, Chairman and CEO, said, "We are pleased with our
firstquarter results with a comp store sales increase of 37% and
significant growth in our Direct business.  Our continuing focus
on quality, style and design, along with endless attention to our
customers' needs, is reflected in J.Crew's performance.  I might
add that the scarcity of our merchandise in last year's first
quarter also helped contribute to this quarter's strong comp
performance."

Consolidated revenues for the first quarter increased 45% to
$211 million from $146 million in the comparable period last year.
Retail net sales (including Factory) increased by 40% to
$146 million from $104 million last year due primarily to a
comparable store sales increase of 37%.  Net sales of the Direct
business (Internet and catalog) increased by 59% to $59 million as
compared to $37 million.

The operating results for the quarter reflect a gross margin
increase to 46% in 2005 from 42% in 2004 due to higher full price
selling and leverage on fixed buying and occupancy costs.

Selling, general and administrative expenses during the quarter
were $74 million, or 35% of revenues, compared to $64 million, or
44% of revenues in the prior year.  The decrease as a percentage
of revenues was driven primarily by leverage on fixed operating
expenses due to the significant increase in revenues.

Net income for the first quarter was $5 million compared to a net
loss of $24 million in the prior year.

Inventory at April 30, 2005 was $105 million, up 24% from the
comparable period last year.  The increase in inventories is
consistent with our strong sales performance and a conservative
inventory strategy in last year's first quarter.  There were no
outstanding borrowings under the Company's working capital
facility during the quarter.

                         About the Company

J.Crew Group, Inc. is a leading retailer of men's and women's
apparel, shoes and accessories.  The Company operates 157 retail
stores, the J.Crew catalog business, http://jcrew.com/and 43
factory outlet stores.

At Apr. 30, 2005, J.Crew Group, Inc.'s balance sheet showed a
$580,000,000 stockholders' deficit, compared to a $495,000,000
deficit at Mar. 31, 2004.


JAZZ PHOTO: Sells Assets to Ribi Tech for $887,750
--------------------------------------------------
Jazz Photo Corp. sought and obtained permission from the U.S.
Bankruptcy Court for the District of New Jersey to sell
substantially all of its assets (cameras, computer, office
equipment, trademarks) to Ribi Tech Products LLC for $887,750.

Jack Benun, Jazz Photo's former President, is the Chief Executive
Officer and Manager of Ribi Tech which is owned by Mr. Benun's
wife and children.

Pending litigation with the U.S. Customs and Border Protection
[U.S. Court of International Trade, Case Nos. 04-00514, 04-00629
and 05-00029] involving camera units seized by the Customs agency
spurred the Debtor's decision to sell substantially all of its
assets.

All of the Debtor's right, title and interest in and to claims or
interests in the assets (including 1,390,000 camera units) subject
to that litigation before the U.S. Court of International Trade
will be assigned to Ribi.

The sale proceeds will be transferred to a Liquidating Trust
established under Jazz Photo's confirmed Liquidating Plan.  Part
of the sale proceeds -- $276,000 -- will be deposited in an escrow
account pending the Court's decision on Agfa Photo Hong Kong
Limited's claim.

                    About Jazz Photo

Jazz Photo Corp., designed, developed, importated and distributed
cameras and other photographic products in North America, Europe
and Asia.  The Company filed for chapter 11 protection on May 20,
2003 (Bankr. N.J. Case No. 03-26565).  Michael D. Sirota, Esq.,
and Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtor.  When the Company filed for
protection from its creditors, it estimated $50 million in debts
and assets.  The Honorable Morris Stern confirmed Jazz Photo's
Liquidating Plan on May 13, 2005.


JOSEPH DOMAL: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Joseph F. Domal
        320 Sylvan Street
        Rutherford, New Jersey 07070

Bankruptcy Case No.: 05-29418

Chapter 11 Petition Date: June 10, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: Robert Drexel, Esq.
                  2 University Plaza, Suite 118
                  Hackensack, New Jersey 07601
                  Tel: (201) 487-6000

Total Assets: $2,305,300

Total Debts:  $1,862,668

Debtor's 18 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Columbia Savings              Judgment                  $158,406
19-01 Route 208
Fair Lawn, NJ 07410

Sovereign Bank                Judgment                  $153,000
P.O. Box 12707
Reading, PA 19612-2707

Fleet Bank                    Loan                      $130,591
c/o Obrien & Taylor
P.O. Box 505
West Caldwell, NJ 07007

PNC Bank                      Judgment                   $31,237
P.O. Box 96066
Pittsburgh, PA 15226

MBNA America                  Credit Card                $30,121
P.O. Box 17054
Wilmington, DE 19884

GMAC                          Auto lease                 $20,154
P.O. box 105677
Atlanta, GA 30348

MBNA America Bank             Credit Card                $13,285
c/o Wolpoff & Abramson, L.L.P.
702 King Farm Boulevard
Rockville, MD 20850-57758

Citi                          Credit Card                 $8,694
P.O. Box 6500
Sioux Falls, SD 57117

Amex                          Credit Card                 $7,415
P.O. Box 297871
Fort Lauderdale, FL 33329

Discover Financial            Credit Card                 $7,066
P.O. Box 15316
ATT CMS
Wilmington, DE 19850

Direct Merchants Bank         Credit Card                 $6,177
16430 North Scottsdale
Scottsdale, AZ 85254

Hann Financial Services       Auto lease/loan             $6,038
Raritan Plaza III
Edison, NJ 08837

Discover Financial Services   Credit Card                 $4,686
P.O. Box 15316
Wilmington, DE 19850

PNC Bank                      Auto lease                  $4,685
2730 Liberty Avenue
Pittsburgh, PA 19809

Bank of America               Credit Card                 $2,458
1825 East Buckeye Road
Phoenix, AZ 85034

RSKMGTWSRV                    Collection                    $327
P.O. Box 105062
Atlanta, GA 30348

GEMB/EXNMBLE                  Credit Card                   $125
P.O. Box 981400
El Paso, TX 79998

Sunoco/Citi                   Credit Card                    $37
P.O. Box 6033
Hagerstown, MD 21747


LORAL SPACE: Wants Excl. Solicitation Period Extended Until Aug. 1
------------------------------------------------------------------
Loral Space & Communications Ltd. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York,
for an extension, through and including Aug. 1, 2005, of the time
within which they alone can solicit acceptances of their proposed
Third Amended Plan of Reorganization from their creditors.

The Court approved the adequacy of the Debtors' Third Amended
Disclosure Statement explaining the Plan on June 3, 2005.

The Debtors give the Court three reasons why the solicitation
period should be extended:

   a) since the current exclusive solicitation period expired on
      May 31, 2005, Section 1121(c)(3) of the Bankruptcy Code can
      permit any party-in-interest to file its own chapter 11 plan
      unless the Debtors' exclusive solicitation period is
      extended;

   b) the requested extension will facilitate orderly
      administration of the Debtors' chapter 11 cases and promote
      their expeditious and successful emergence from chapter 11;
      and

   c) the requested extension is in the best interest of the
      Debtors' creditors and other parties-in-interest and it will
      not prejudice those creditors and other parties in interest.

                      About Loral Space

Loral Space & Communications is a satellite communications
company.  It owns and operates a fleet of telecommunications
satellites used to broadcast video entertainment programming,
distribute broadband data, and provide access to Internet services
and other value-added communications services.  Loral also is a
world-class leader in the design and manufacture of satellites and
satellite systems for commercial and government applications
including direct-to-home television, broadband communications,
wireless telephony, weather monitoring and air traffic management.

The Company and various affiliates filed for chapter 11 protection
(Bankr. S.D.N.Y. Case No. 03-41710) on July 15, 2003.  Stephen
Karotkin, Esq., and Lori R. Fife, Esq., at Weil, Gotshal & Manges
LLP, represent the Debtors in their restructuring efforts.  When
the company filed for bankruptcy, it listed total assets of
$2,654,000,000 and total debts of $3,061,000,000.


MEDICAL NUTRITION: April 30 Balance Sheet Upside-Down by $913,300
-----------------------------------------------------------------
Medical Nutrition USA, Inc., (OTC Bulletin Board: MDNU) reported
financial results for the quarter ended April 30, 2005.

Net sales for the quarter increased 25% to $1,547,500 from
$1,240,700 in the comparable period of the prior year.  The
increase in sales for the quarter resulted primarily from
increased sales of branded products, including the company's line
of Pro-Stat(TM) hydrolyzed, liquid, modular proteins.  Branded
product sales increased 119% to $1,112,500 from $508,500.

Gross profit for the quarter increased to $815,500 (52.7% of
sales) from $605,100 (48.8% of sales) in the first quarter of the
prior year.  The increase in gross margin percentage for the
quarter and the year was primarily attributable to increased sales
of branded products.

Cash flow from operations improved to $65,300 for the quarter as
compared to negative cash flow of $501,400 in the first quarter of
the prior year.

Net income for the quarter improved to $40,800 as compared to a
loss of $65,300 in the first quarter of the prior year.

"The number of nursing homes and clinics including our products in
their treatment plans continues to grow nicely, with approximately
490 additional facilities coming on stream in the quarter" said
Frank A. Newman, Chairman and Chief Executive.  "Pro-Stat is now
recognized as a superior supplement for those at risk for protein
energy malnutrition and pressure ulcers.  We expect that our new
unit dose packaging and Pro-Stat 150 formula will further expand
usage."

The Company believes that sales of its branded products will
continue to increase at a rapid rate in line with its strategy,
which is to increase distribution of its proprietary products and
de-emphasize its sales to distributors that sell derivative
formulations under their own brands (private labels).

                       About the Company

Medical Nutrition USA, Inc. -- http://www.pro-stat.info/--  
develops and distributes products for the nutritionally at risk
who are under medical supervision.  Its products are used
primarily in long-term care facilities, hospitals, dialysis
clinics and bariatric clinics.  The company's product lines
include Pro-Stat(TM), Collagen Plus(TM) and the pbs Nutritional
Support System(TM), as well as private label products.

At Apr. 30, 2005, Medical Nutrition USA, Inc.'s balance sheet
showed a $913,300 stockholders' deficit, compared to a $963,100
deficit at Jan. 31, 2004.


MERRILL LYNCH: Fitch Rates 2 Private Class Certs. at Low-B
----------------------------------------------------------
Merrill Lynch Mortgage Investors, Inc., C-BASS mortgage loan
asset-backed certificates, series 2005-CB3, are rated:

     -- $329 million class A (senior certificates) 'AAA';
     -- $26.7 million class M-1 'AA+';
     -- $14.4 million class M-2 'AA-';
     -- $6.5 million class M-3 'A+';
     -- $6.1 million class M-4 'A';
     -- $5.6 million class B-1 'A-';
     -- $4.8 million class B-2 'BBB+';
     -- $4.2 million class B-3 'BBB+';
     -- $3.8 million class B-4 'BBB';
     -- $4.2 million privately offered class B-5 'BB+';
     -- $7.1 million privately offered class B-6 'BB'
       (collectively the subordinate certificates).

The 'AAA' rating on the senior certificates reflects the 21.20%
initial credit enhancement provided by the 6.40% class M-1, the
3.45% class M-2, the 1.55% class M-3, the 1.45% class M-4, the
1.35% class B-1, the 1.15% class B-2, the 1.00% class B-3, the
0.90% class B-4, the 1.00% class B-5 and the 1.70% class B-6
certificates.

Initial overcollateralization is 1.25% with a target OC of 1.25%.
All certificates have the benefit of excess interest.  In
addition, the ratings also reflect the quality of the loans, the
soundness of the legal and financial structures, and the
capabilities of Litton Loan Servicing LP as servicer, (rated
'RPS1' by Fitch Ratings).

The collateral pool consists of fixed- and adjustable-rate
collateral totaling $417,458,657.91.  The weighted average
combined loan to value ratio is 81.15%, the average outstanding
principal balance is $175,476.53, the weighted average coupon is
6.913% and the weighted average remaining term to maturity is 343
months.  Second liens make up 3.86% of the pool and 81.69% of the
loans have prepayment penalties. The loans are geographically
concentrated in CA (41.57%), FL (4.97%) and WA (4.30%).

Merrill Lynch Mortgage Investors, Inc. will deposit the mortgage
loans into the trust.  The depositor is a Delaware corporation and
a wholly owned, indirect subsidiary of Merrill Lynch Mortgage
Capital Inc. The depositor is an affiliate of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, the underwriter.


METALLURG INC: Moody's Lifts Sr. Implied Rating to Caa1 from Caa3
-----------------------------------------------------------------
Moody's Investors Service raised the ratings of Metallurg, Inc.
and its parent Metallurg Holdings, Inc.  The higher ratings take
into account:

   * the companies' improved ability to service debt as a result
     of higher product prices, especially for vanadium products;

   * the sale or closure of many of its underperforming
     operations; and

   * a more profitable operating strategy for its US ferrovanadium
     operations.

Metallurg's improved operating margins signal a return to positive
cash flow and the potential reduction of at least a portion of its
very expensive debt.  The rating outlook was changed to stable
from negative.

These ratings were upgraded:

  Metallurg Holdings, Inc.:

   * senior implied rating, to Caa1 from Caa3;

   * $40.3 million of 12.75% senior discount notes, Series B, due
     July 15, 2008, to Ca from C; and

   * issuer rating, to Ca from C.

  Metallurg, Inc.:

   * $100 million of 11% guaranteed senior notes, Series B, due
     December 1, 2007, to Caa2 from Ca.

After several years of very weak results, Metallurg Holdings, Inc.
on a consolidated basis had EBITDA slightly greater than interest
and capex in 2004.  While its cash from operating activities was
negative in 2004, and remained negative in the first quarter of
2005, a number of factors are pointing to generation of free cash
flow in 2005.  First, essentially all of its product prices are
higher than they have been for many years.  The increase in
ferrovanadium prices has been most spectacular, with current
prices up about ten-fold compared to 2003 and five-fold compared
to 2004.

Second, the company has shed 14 loss-making, underperforming, or
non-core operations since 2002, which has raised the companies'
base level of earnings.

Third, a change in raw material sourcing for Metallurg's US
ferrovanadium operations has limited the downside risk of this
business even if vanadium prices were to decline to 2001-2002
lows.  Metallurg's Cambridge, Ohio plant is now relying entirely
on vanadium from secondary sources.

Not that all of Metallurg's problems have been eliminated, as its
ratings continue to indicate.  Its earnings are still subject to
commodity pricing pressures and it has far too much debt and
interest expense given the volatility of the industrial markets it
serves and the products it produces.  The metal alloy markets are
global but small and easily disrupted by the start-up of one or
two mines or processing plants and oversized exports (China,
Russia, and South Africa are major producers).  Lack of producer
discipline can lead to lengthy downcycles as witnessed in 2001-
2003.  Metallurg also has underfunded defined benefit pension
plans and relatively high environmental liabilities, $19 million
of balance sheet reserves net of related trust funds.

In addition to a risky business and financial profile, structural
considerations and modest enterprise value constrain Metallurg's
ratings.  The debt at Metallurg, Inc. and Metallurg Holdings, Inc.
is subordinated to debt and other liabilities at Metallurg's
international subsidiaries, which do not guarantee the rated debt.
The domestic companies that guarantee the Metallurg, Inc. notes
have few assets (approximately $100 million in tangible assets)
and Moody's expects that creditor losses would be quite high if
the company were to default.  The discount notes issued by
Metallurg Holdings are unguaranteed and subordinated to all of its
subsidiaries' debt and other liabilities.

The Ca rating for Metallurg Holdings' 12.75% senior discount notes
also reflects Moody's concerns about its ability to pay interest
due on the discount notes.  The interest is due July 15 and
January 15.  The interest payable to non-related parties is
approximately $1.5 million.  Metallurg Holdings currently does not
have sufficient cash to make the interest payments and Metallurg,
Inc. is not able to pay dividends to Metallurg Holdings due to its
restricted payments basket being in a large deficit position.

In March 2005, Metallurg Holdings received a letter of support
from the firm's owner, Safeguard International, assuring support
to Metallurg Holdings in meeting its cash flow needs through at
least May 31, 2006.  Moody's does not expect the restricted
payments basket at Metallurg, Inc. will be restored by that time.

However, strong product prices and demand give hope that Metallurg
will be able to retire some of its debt, especially some of the
high-coupon debt it added over the last several years, and
potentially reduce both leverage and interest to more manageable
levels.  Until this happens, Moody's plans to keep a stable
outlook on the company.  A rating upgrade would require at least a
20% reduction in debt (approximately $40 million) and the
expectation that cash flow will be sufficient to service all fixed
charges, including environmental and pension costs, on a sustained
basis.

Metallurg, headquartered in New York City, is a leading
international producer of high quality metal alloys and specialty
metals used by manufacturers of:

   * steel,
   * aluminum,
   * superalloys,
   * chemicals, and
   * other metal consuming industries.


MGM MIRAGE: Moody's Puts Ba2 Rating on $500M Sr. Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to MGM MIRAGE's
$500 million senior unsecured guaranteed notes due 2015 issued
under Rule 144A.  The proceeds of the notes will be used to term
out existing bank debt.

MGM's earnings are expected to increase over the next twelve
months due to strong demand in Las Vegas, the addition of the Spa
Tower at Bellagio and the acquisition of Mandalay Resort Group
(MRG) in April 2005.  Pro-forma leverage is expected to drop to
around 5.5x by year-end 2005 from about 5.9x at closing.

MGM's ratings reflect its strong brand equity, leading margins, as
well as the excellent quality and locations of its well maintained
properties that have strong asset values.  MGMM has a strong
operational management team in place with a proven track record of
integrating acquired companies and achieving targeted synergies.
The acquisition of MRG further solidifies MGM's position as the
leading operator of resort casinos on the Las Vegas strip.  The
addition of MRG's convention center asset is expected to drive
revenue and margin growth due to Las Vegas' increasing popularity
as a convention destination, as well as better management of MRG's
casino assets whose margins trail those of MGM.

The company's largest properties are located in Nevada, which are
the most stable and gaming friendly jurisdictions that helps to
offset the company's geographic concentration to some degree.  The
ratings reflect the company's high pro-forma leverage and higher
business risk due to concentration of earnings in Las Vegas, and
the likelihood the company will pursue large scale ground up
development projects, the timing of which are difficult to
predict.

In addition, more supply is being added in Las Vegas that could
slow the pace of earnings growth.  MGM has a 20 million share
repurchase authorization in place and actively repurchased shares
in 2003 and 2004.  However, the current ratings assume the company
will not repurchase shares in the near term.  Potential earnings
volatility caused by geo-political threats is an ongoing credit
concern particularly given the company's reliance on the Las Vegas
market.  The rating outlook is stable reflecting the positive
operating conditions in the company's primary markets and our
expectation that free cash flow will be used to repay debt.  The
ratings could be upgraded if leverage is reduced to below 5.0x and
is likely to remain so in the context of the company's capital
spending program, financial policy priorities and business
outlook.  The ratings could be downgraded if leverage rises above
6.0x.

The SGL-2 rating considers MGM's good liquidity position over the
next twelve months.  Moody's expects that internally generated
cash flow, cash on hand, plus its committed financing facilities
will be more than sufficient to cover the company's capital
expenditures, debt amortization and the potential put of MRG's
$250 million 6.50%, and $250 million 6.375% bonds.  Approximately
$1.0 billion of MRG's other outstanding bond indentures also
contain change of control put options at a price of 101.  However,
these issues have been trading well above 101, and so are not
likely to be put.

MGMM provides a downstream guarantee to MRG's outstanding bonds as
well as cross guarantees from its subsidiaries that guaranty its
existing public debt, and MRG became a guarantor of MGM's bonds.
Thus, no structural subordination exists in the company's capital
structure.  Non-restricted subsidiaries that do not provide
guarantees include foreign subsidiaries and joint venture
entities.

The company expects to file the guaranty documents with its second
quarter 10-Q.  MGM has received collateral releases from all of
its creditors and bond trustees, but is awaiting confirmation of
the actual lien releases from each jurisdiction where its
properties are located, and so its capital structure is
effectively unsecured.  MGM's indenture covenants are more typical
of an investment grade borrower.  Under its current terms, there
are no covenants that limit restricted payments.  The indentures
also requires that in addition to existing subsidiary guarantors,
any existing or future subsidiary shall become a subsidiary
guarantor (other than excluded subsidiaries) if such subsidiary
incurs any debt or provides a guaranty to any debt of MGM.  Other
select terms include:

   * limitation on liens;
   * sale and lease-back transactions; and
   * on mergers, consolidation or sale of assets.

MGM MIRAGE

Rating assigned:

   * $500 million senior unsecured guaranteed bond at Ba2.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
24 properties located in Nevada, Mississippi and Michigan, and has
investments in three other properties in Nevada, New Jersey, and
the United Kingdom.  MGM MIRAGE has also announced plans to
develop Project CityCenter, a multi-billion dollar mixed-use urban
development project in the heart of Las Vegas, and has a 50%
interest in the MGM Grand Macau hotel/casino under construction in
Macau S.A.R.


MIRANT CORP: Asks Court to Approve Inter-Debtor Tolling Agreement
-----------------------------------------------------------------
Mirant Corporation and most of its debtor-affiliates filed their
voluntary Chapter 11 petitions on July 14, 2003, with certain
other Debtors filing thereafter.  As a result of the various
transactions by and between the Debtors, certain claims and causes
of action may have arisen by and between the Debtors pursuant to
Sections 502, 506, 541, 544, 547, 548, 549, 550 and 553 of the
Bankruptcy Code and applicable non-bankruptcy law.

The statutes of limitations for those actions will, in many
instances, expire on July 14, 2005.

The Debtors are currently pursuing confirmation of their Plan.
Confirmation of the Plan will extinguish most, if not all, of the
claims and causes of actions that may currently exist among the
Debtors.  Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, relates that it is unlikely that Plan
confirmation will occur prior to the Avoidance Deadline.

To avoid the burden and expense of initiating numerous causes of
action that may prove unnecessary and to preserve those claims
and causes of action that may ultimately survive confirmation,
the Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to extend the limitations periods to
until the earlier of:

    (a) the Effective Date of Mirant's proposed Plan; and

    (b) the later of:

        (1) the first business day that is one year after the date
            the Bankruptcy Court enters an order approving the
            Motion; and

        (2) the date on which the limitations period that is
            applicable to the specific claim or cause of action
            expires.

The Debtors also seek the Court's permission to utilize Sections
502(b)(1) and (d) as a defensive matter in claims litigation,
even with respect to objections to claims that are not filed or
resolved prior to the expiration of the Avoidance Deadline, or
are not resolved by that date.

Ms. Campbell contends that the Debtors will incur a significant
burden and expense if they will be required to initiate and
litigate claims and causes of action that may currently exist
among the Debtors.  By virtue of the proposed settlement of
Intercompany Claims, Ms. Campbell says, most, if not all, of any
existing claims and causes of action between the Debtors will be
extinguished if the Plan is confirmed.  The Debtors are thus
faced with the difficult choice of initiating all possible inter-
Debtor claims prior to the Avoidance Deadline and incurring the
significant attendant burden and expense related thereto, or
losing the claims altogether because they would become time
barred.

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. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Wants to Enter into Third Party Tolling Agreements
---------------------------------------------------------------
Many of Mirant Corporation and its debtor-affiliates' claims and
causes of action may have arisen in respect of various non-Debtor
third parties.  Pursuant to Sections 108, 546(a) and 549(d) of the
Bankruptcy Code, the statutes of limitation for those actions will
expire on July 14, 2005.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that the Debtors have undertaken significant and
detailed analysis of claims against:

    -- The Southern Company;

    -- Potomac Electric Power Company; and

    -- other potential defendants, including preference
       defendants, potential recipients of fraudulent conveyances,
       and obligations that may be avoided under applicable law.

Ms. Campbell informs the U.S. Bankruptcy Court for the Northern
District of Texas that the Debtors intend to either commence
significant actions against identified third parties prior to the
Avoidance Deadline or enter into tolling agreements with them.
There are other claims against third parties that are of lesser
magnitude that the Debtors may determine it is most prudent to
commence at a later time, or which may be ascertained
after the Avoidance Deadline.

The number of other third parties who might conceivably be the
subject of a lawsuit or claim makes obtaining a stipulation
extending the statutes of limitations impractical.  It is also
impractical to commence Chapter 5 actions against some third
parties whose actions are intertwined with inter-Debtor actions.

Ms. Campbell says the Debtors' analysis and investigation of
causes of action against third parties is ongoing.

The Debtors ask the Court:

    (a) to toll, suspend, and extend the applicable statutes of
        limitation periods until the later of:

        (1) the first business day that is one year after the date
            an order approving the Motion is entered; and

        (2) the date on which the limitations period that is
            applicable to the specific claim or cause of action
            expires;

    (b) for authority to enter into tolling agreements with third
        parties, in the Debtors' reasonable business judgment,
        without further and specific Court approval; and

    (c) for an order confirming that the Debtors may utilize
        Section 502(b)(1) and (d) as a defensive matter in claims
        litigation, even with respect to objections to claims that
        are not filed or resolved prior to the expiration of the
        Avoidance Deadline, or are not resolved by that date.

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. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MORGAN STANLEY: Fitch Affirms Low-B Rating on 5 Cert. Classes
-------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley's commercial mortgage pass-
through certificates, series 1998-HF2:

     -- $544.6 million class A-2 at 'AAA';
     -- Interest-only class X affirmed at 'AAA';
     -- $52.9 million class B at 'AAA';
     -- $52.9 million class C at 'AAA';
     -- $58.2 million class D at 'A';
     -- $21.2 million class E at 'BBB+';
     -- $23.8 million class F at 'BBB';
     -- $18.5 million class G at 'BB+';
     -- $10.6 million class H at 'BB';
     -- $21.2 million class J at 'B+';
     -- $10.6 million class K at 'B';
     -- $15.9 million class L at 'B-';

The $10.6 million class M remains at 'CC'.

Fitch does not rate the $1.7 million class N certificates. The
class A-1 certificates have been paid in full.

The rating affirmations are a result of stable pool performance
and paydown due to scheduled amortization.  As of the May 2005
distribution report, the pool's aggregate certificate balance has
been reduced 20.36% to $842 million from $1.1 billion at issuance

There are currently five loans (1.27%) in special servicing.  The
largest loan (0.41%) in special servicing is 554-unit self-storage
property in Mineola, NY and is 90 plus days delinquent.  The loan
transferred as a result of the borrowers' inability to fund the
debt service.  Occupancy at the property has suffered due to new
competition in the area.  The special servicer is working with the
borrower and exploring several workout options.  Recent appraised
value indicates a loss if the asset is liquidated from the trust.

The second largest loan (0.35%) in special servicing is a 70,000
square feet industrial property in Foster City, CA and is 30 days
delinquent.  The loan transferred to the special servicer in
November 2004 due to monetary default. Recent appraised value of
the asset exceeds the debt.


NAPIER ENVIRONMENTAL: Inks Pact to Sell Significant Assets to SICO
------------------------------------------------------------------
Napier Environmental Technologies Inc. (TSX:NIR) entered into an
agreement to sell a significant portion of its assets and business
to SICO Inc., a major Canadian paint and coatings manufacturer.
The company intends to use the proceeds from the sale transaction
to make a definitive proposal to settle the outstanding claims of
its unsecured creditors.  Completion of the sale transaction is
subject to unsecured creditors voting in favor of a definitive
proposal to be filed by Napier and all requisite court approvals.

The company filed for protection under the Bankruptcy and
Insolvency Act on November 3, 2004.  On May 20, 2005, Napier's
unsecured creditors voted to provide an additional 120 days for
the company to complete its restructuring and refinancing process
and file a definitive proposal.  Napier intends to file a
definitive proposal within seven days.  A meeting of unsecured
creditors will then be scheduled to consider and vote on the
company's proposal.

SICO is a well-established and well-funded company, with
considerable ability to complete the transaction and drive future
market and customer development through a strong distribution
network.  In business since 1937, SICO is Canada's largest
organization specializing in the development, manufacturing and
marketing of paint, coatings and related products.  The Canadian
leader in the architectural paint market, SICO distinguishes
itself for its innovative, high-quality products enjoying strong
brand recognition, and the scope of its distribution network.
SICO also markets industrial coatings, mainly for the railway,
aerospace, heavy transportation, and specialized equipment
industries.  A public company listed on the Toronto Stock
Exchange, SICO employs nearly 1,000 people in Canada, the United
States and Mexico.

Shareholders of Napier will not be entitled to vote on or
participate in the definitive proposal to be filed by the company.
If the definitive proposal is approved, SICO will acquire Napier's
customer list, product formulations, intellectual property rights
and certain manufacturing equipment.  Napier would no longer have
operations and its residual assets would be divested.  The
resulting proceeds would be used to discharge the company's
secured and priority obligations and settle all unsecured claims.
Shareholders should not expect to receive any value from the sale
transaction, but would continue to have ownership of the corporate
entity that remains.

Pierre Dufresne, SICO's President and Chief Executive Officer,
indicated that this acquisition, which is mostly strategic, is
consistent with the objective of the architectural sector's
objective to consolidate its leadership position in every major
region of Canada.  "It will also add a line of environmentally-
friendly and high-quality architectural products to our existing
offering, along with well known trademarks such as Bio-Wash,
RemovAll and SARA Technologies."

                        About SICO Inc.

In business since 1937, SICO is the largest company in Canada
specializing in the development, manufacture and marketing of
paints, coatings and related products.  In the architectural
market, its primary sector, SICO stands out for its innovative,
high-quality products, strong brand recognition and the scope of
its distribution network, which includes some 2,400 points of sale
from coast to coast.  In addition, SICO commercializes, in North
America, industrial coatings mostly for metal, mainly for the
transportation equipment industry (subway and railway passenger
cars, commercial and military aircrafts, truck trailers), the
heavy machinery industry (agricultural, forestry and construction
equipment) and other specialized applications such as metal
furniture.  SICO employs nearly 1000 people in Canada, the United
States and Mexico.

Napier is currently operating under the protection of the
Bankruptcy and Insolvency Act.  Napier develops and manufactures
highly effective, safe and environmentally advantaged surface
preparation products for stripping paints and coatings, as well as
a complete line of wood restoration products.  Napier's products
are protected by a portfolio of patents and trademarks, including
'Bio-wash and RemovALL'.


NATIONAL CENTURY: Long-Term Care Companies Can't Prosecute Suit
---------------------------------------------------------------
As previously reported, Long Term Care Management, Inc., Quality
Long Term Care Management, Inc., and Quality Long Term Care,
Inc., commenced an adversary proceeding against NPF XII and
National Century Financial Enterprises, Inc., in the U.S.
Bankruptcy Court for the District of Nevada, where their chapter
11 cases are jointly administered.

The LTC Entities allege, among other things, that the Debtors
concealed material facts, which if known to them would have
materially affected their commitment to pay the $1,300,000
settlement to NCFE under the LTC Plan of Reorganization.

The VI/XII Collateral Trust has asked the U.S. Bankruptcy Court
for the Southern District of Ohio to enforce the terms of the
Confirmation Order of the Debtors' Plan of Liquidation and enjoin
the LTC Entities from prosecuting the Adversary Proceeding.  The
Trust argued that the LTC Entities have violated the Confirmation
Order in various ways.

              Judge Calhoun Grants the Trust's Request

In a 19-page order dated June 2, 2005, Judge Calhoun finds that:

A. As of the Petition Date, the Settlement Obligation became
    property of the NCFE estates.

    According to Judge Calhoun, the Settlement Obligation was
    due and owing to the Debtors upon confirmation of the LTC
    Plan.  On the Petition Date, the Settlement Obligation owed to
    NCFE became property of the Debtors' estates.  Upon the NCFE
    Plan's Effective Date, the Settlement Obligation was
    transferred to the VI/VII Trust free and clear of any liens or
    claims.  Accordingly, the Settlement Obligation was property
    of the Debtors' estates and is now property of the Trust.

B. The LTC Entities attempt to assert a claim against NCFE and
    NPF XII through the Adversary Proceeding.

    Although "couched in terms of a declaratory relief action,"
    the Ohio Court views the Adversary Proceeding as an attempt by
    the LTC Entities to assert a claim against the Debtors.

    The Ohio Court notes that it is plausible that the LTC
    Entities may have monetary damage claims based on the alleged
    prepetition NCFE conduct that may have increased costs to the
    LTC Entities.  They may also have claims against the Debtors
    that were settled through the LTC Plan.  However, the Court
    believes that "trying to undo the settlement now will only
    expose these estates to claims that have been long since
    resolved."

    The LTC Entities had numerous opportunities to raise any
    claims for alleged prepetition conduct by the Debtors before
    the Bar Date or at confirmation of the NCFE Plan, Judge
    Calhoun states.

    The LTC Entities was served notice of the Bar Date by the
    Clerk of Court.  Although Steven Pavlow, president
    of the LTC Entities, "indicated that he never received the Bar
    Date Notice, it is quite possible someone other than Mr.
    Pavlow had the notice," Judge Calhoun notes.  In light of the
    Clerk of Court's certificate of service that the LTC Entities
    were served with the Bar Date notice, the Court concludes that
    the Pavlov Affidavit fails to rebut the presumption of
    receipt.

    Accordingly, the LTC Entities "cannot now attempt to
    circumvent the Bar Date" by filing the Adversary Proceeding "
    "in an attempt to undo the [S]ettlement and ultimately raise
    prepetition claims against NCFE," Judge Calhoun rules.
    "[T]his Court is not now going to allow the Adversary
    Proceeding to move forward, the effect of which may unscramble
    the proverbial egg to the detriment of the Debtors'
    creditors."

C. The LTC Entities improperly invoked first the Nevada Court's
    jurisdiction.

    The parties have already determined, through a settlement, the
    amount, validity and extent of NPF XII's claim against the
    LTC Entities, Judge Calhoun points out.  By confirming the LTC
    Plan, the Nevada Bankruptcy Court approved the settlement.

    Judge Calhoun finds nothing left for the Nevada Court to now
    determine that would invoke its jurisdiction.  Accordingly,
    matters dealing with property of the NCFE estates, i.e., LTC
    Entities' rights and obligations under the settlement and
    prepetition claims against the Debtors are more appropriately
    first raised in the Ohio Court.

D. The LTC Entities violated both the stay and injunction
    provisions in the NCFE Plan by filing the Adversary
    Proceeding.

    Judge Calhoun states that the LTC Entities, whether or not
    they accept the Plan, are bound by the provisions of the NCFE
    Plan and the Confirmation Order, which provides that:

       -- all stays and injunctions are retained until the NCFE
          cases close; and

       -- entities are permanently enjoined from commencing
          actions against the Trust, property of the Trust, or
          assets of the estates that the Trust retains.

    Hence, the LTC Entities are forbidden to undo or effectively
    exercise control over the Settlement Obligation absent relief
    from the stay and enjoined from filing the Adversary
    Proceeding.

    Consistent with prior rulings in the NCFE cases, the LTC
    Entities should, at a minimum, have requested to lift or
    modify the stay and injunctions before filing the Adversary
    Proceeding, Judge Calhoun says.

E. An award of sanctions against the LTC Entities is the
    appropriate remedy for its violation of the Confirmation
    Order and NCFE Plan.

    In accordance with In re Continental Airlines, 236 B.R. 318,
    330(Bankr. D. Del. 1999), sanctions for civil contempt are
    appropriate when three elements are established:

       "(1) a valid order of the court must exist;

        (2) the person to be charged with contempt must have
            actual knowledge of the order; and

        (3) the person must have disobeyed the order."

    The Ohio Court finds that the three elements are met.  The
    Confirmation Order is a valid, final order and permanently
    enjoins parties from pursuing released and discharged claims
    as set forth more specifically in the Confirmation Order and
    the NCFE Plan.  The LTC Entities had actual knowledge of
    the Confirmation Order and its effect.  By filing the
    Adversary Proceeding to litigate a claim and potentially
    deplete estate assets that the LTC Entities are permanently
    enjoined from pursuing, they have violated the Confirmation
    Order.

Accordingly, the Ohio Court grants the Trust's request.  Judge
Calhoun directs the LTC Entities to pay the attorneys' fees and
costs incurred by NCFE in defending the Adversary Proceeding and
prosecuting the Motion to Enjoin.  Counsel for the Debtors are
directed to file a statement detailing their fees and costs on or
before July 2, 2005.  The LTC Entities may then comment as to the
reasonableness of the fees within 20 days after the filing.  Once
submitted, the Court will make an appropriate award.

Judge Calhoun makes it clear that any further action by the LTC
Entities in the Adversary Proceeding, except for the filing of a
notice dismissal, will warrant further sanctions.

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- through the CSFB
Claims Trust, the Litigation Trust, the VI/XII Collateral Trust,
and the Unencumbered Assets Trust, is in the midst of liquidating
estate assets.  The Company filed for Chapter 11 protection on
November 18, 2002 (Bankr. S.D. Ohio Case No. 02-65235).  The Court
confirmed the Debtors' Fourth Amended Plan of Liquidation on
April 16, 2004.  Paul E. Harner, Esq., at Jones Day, represents
the Debtors. (National Century Bankruptcy News, Issue No. 56;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NBTY INC: Inks $5.7 Million SISU Inc. Acquisition Pact
------------------------------------------------------
NBTY, Inc. (NYSE: NTY) acquired SISU Inc., a Canadian-based
manufacturer and distributor of a well-established brand of
premium quality vitamins and supplements sold to the independent
health food stores.

SISU is headquartered in Burnaby, British Columbia and had sales
of approximately $14 million (USD) for fiscal year ended Sept. 30,
2004.  SISU has been in business for over twenty-five years.  The
purchase price is $5.7 million (USD) in cash.  In addition, NBTY
will repay SISU's indebtedness of $2.5 million (USD).  Included in
the acquisition are net assets of approximately $330,000 (USD).

NBTY Chairman and CEO, Scott Rudolph, said:  "SISU will play a key
role in expanding NBTY's presence in Canada.  The SISU brand name
is solidly entrenched with Canadian consumers.   We continue to be
committed to the independent health food stores.  With our
financial strength and proven management expertise, NBTY remains
the predominant consolidator in the nutritional supplement
industry."

                        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.


NEP INC: Weak Operating Results Prompt S&P's Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on NEP Inc.
to negative from stable due to continued weak operating results.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on the company and its debt ratings on subsidiary
NEP Supershooters LP, which is analyzed on a consolidated basis
with NEP.  The ratings on the first-lien bank and term loans are
affirmed at 'B' with a '4' recovery rating, and the rating on the
second-lien term loan facility is affirmed at 'CCC+' with a '5'
recovery rating.  The Pittsburgh, Pennsylvania-based national
provider of outsourced media services for the delivery of live and
broadcast sports and entertainment events had $242.1 million in
debt as of March 31, 2005.

"NEP's earnings continue to trail expectations, notwithstanding an
increase in EBITDA in the first quarter of 2005 that was driven by
two acquisitions," said Standard & Poor's credit analyst Steve
Wilkinson.  Earnings shortfalls reflect weak pricing for
noncontract work in its Supershooters unit in early 2005, and
underperformance in its Screenworks and Studios units in 2004.

The rating on NEP reflects its:

    (1) cash flow concentration in the mobile TV production
        business,

    (2) high tolerance for financial risk,

    (3) potential volatility stemming from contract gains and
        losses,

    (4) the cyclical and somewhat unpredictable nature of its
        Screenworks and Studios units,

    (5) small cash flow base, and

    (6) a history of falling short of its budget in its limited
        track record as a consolidated entity.

These factors are minimally offset by NEP businesses' good
competitive positions and decent margins.


NEIGHBORCARE INC: Moody's Reviewing Ratings for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of NeighborCare, Inc.
(senior implied at Ba2) under review for possible downgrade.

The rating actions are based on concerns that:

   (1) the company has not met expected cash flow targets since
       the spin-off of its nursing home operations because of
       competitive and reimbursement pressures;

   (2) liquidity has been constrained by higher than expected
       capital and acquisition spending;

   (3) the immediate reimbursement environment has become more
       risky, due largely to pressures on Medicaid; and

   (4) there is significant uncertainty around reimbursement
       associated with new legislation under Medicare Part D.

Since late 2003, when Moody's upgraded the company's debt ratings
following the spin-off of its nursing home operations,
NeighborCare (formerly Genesis Health Ventures) has not performed
to Moody's expectations.  Medicaid reimbursement pressures and
pricing competition have been the key factors driving weaker
performance.

In addition, a take-over bid by Omnicare -- which was launched
less than one year following the spin-off -- may have made it more
difficult to attract new business.  Moody's does not anticipate
that Omnicare will proceed with a transaction until after June 16,
2005, assuming the company receives FTC approval based on public
disclosures made by Omnicare.  Moody's understands that
NeighborCare is not interested in the current tender price of $30
per share.

NeighborCare has significant exposure to two large contracts with
Manor Care and Genesis HealthCare, totaling approximately 21% of
total revenues for the first quarter 2005.  In addition to general
concentration risk, both contracts are based on Medicaid rates,
which continue to face pressure due to budgetary constraints.
Also, industry-wide competitive pricing pressures have grown as
smaller regional and local long-term care pharmacies are
negotiating better rates with nursing homes.

Free cash flow and liquidity have been constrained by reduced
profitability, but also higher than expected capital spending
(about $40 million versus Moody's forecast of $20 million)
associated with the decision to accelerate automation of certain
distribution facilities.  Acquisition spending has also increased
significantly relative to expectations (estimated at $75-90
million versus Moody's forecast of $25 million.)

A new drug reimbursement model proposed under the Medicare
Modernization Act of 2003 creates uncertainty for institutional
pharmacies.  While a significant portion of NeighborCare's
revenues (approximately 50%) are at risk for change, it is not yet
clear how the new system will affect the company's performance.
While some features of the legislation may prove to be positive,
Moody's believe that there is risk that rates negotiated with the
new intermediaries - Prescription Drug Plans (PDPs) - may be even
lower than those offered by state Medicaid programs.  In addition,
there is risk that some portion of rebates from manufacturers may
eventually shift to PDPs, which will now have control over drug
formularies.

Moody's rating review will consider:

   (1) future operating and free cash flow levels especially in
       light of higher capital spending;

   (2) liquidity sources to fund future cash needs including
       acquisitions; and

   (3) the extent to which reimbursement pressures may affect
       future cash flows.

If a bid by Omnicare is eventually accepted by NeighborCare,
Moody's would consider how that combination may affect the credit
quality of NeighborCare's debt.  However, Moody's will not
necessarily await final resolution of a combination in order to
conclude its rating review.

Ratings placed under review for possible downgrade:

  NeighborCare, Inc (formerly Genesis Health Ventures):

   * Ba1 $100 million secured bank revolver;
   * Ba3 $250 million senior subordinated notes;
   * Ba2 senior implied rating; and
   * Ba2 issuer rating.

NeighborCare, Inc, based in Baltimore, Maryland, is one of the
nation's largest providers of institutional pharmacy services and
serves approximately 300,000 institutional beds in long-term care
settings.


NRG ENERGY: Declares Preferred Stock Dividend of $10 Per Share
--------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) disclosed a $10 per share cash
dividend on its preferred stock issuance completed on Dec. 27,
2004.  The dividend is payable on Wednesday, June 15, 2005, to
shareholders of record as of June 1, 2005.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan. James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                         *     *     *

Moody's Investor Services and Standard & Poor's assigned single-B
ratings to NRG Energy's 8% secured notes due 2013.


NUCENTRIX BROADBAND: Distributes $0.435 Per Share to Stockholders
-----------------------------------------------------------------
Nucentrix Broadband Networks, Inc., funded an additional
distribution of $0.435 per share to holders of Nucentrix common
stock of record as of June 10, 2004.  The distribution will be
made through the Company's disbursing agent, Computershare Trust
Company, Inc.  The distribution of $0.435 per share announced
today, together with the distribution of $2.25 per share made in
November 2004, will total $2.685 per share distributed to Record
Holders.

As previously reported, the U.S. Bankruptcy Court for the Northern
District of Texas confirmed the Company's First Amended Joint Plan
of Liquidation (Plan) in May 2004 and, in June 2004, the Company
completed the sale of substantially all of its assets to Nextel
Spectrum Acquisition Corp.  The effective date of the Plan is
June 10, 2004.

In accordance with the Plan, shares of common stock of Nucentrix
were canceled and the transfer books of the Company were closed at
3:00 p.m. (CDT) on June 10, 2004.  Under the Plan, Record Holders
of Nucentrix common stock are entitled to receive distributions of
the remaining net proceeds from the sale of the Company's assets
after payment has been made to holders of allowed claims.

To claim their distributions, Record Holders are required to
surrender their stock certificates and otherwise follow the
instructions contained in the letter of transmittal mailed to
Record Holders in November 2004.  Beneficial owners whose shares
of Nucentrix common stock are held through a nominee holder such
as Cede & Co. or a depository institution such as a bank or
brokerage firm should direct any questions to such holder or
institution.  Copies of the transmittal letter mailed to Record
Holders may be obtained (at the requesting party's expense) from,
and questions regarding the distribution to Record Holders may be
directed to, the Company's disbursing agent:

         Computershare Trust Company, Inc.
         350 Indiana Street, Suite 850
         Golden, CO 80401
         Telephone (303) 262-0600

All distributions will be made pursuant to, and subject to the
conditions of, the Plan.  The Company expects the distribution
announced today to be the final distribution made to Record
Holders.  The Company has filed a Motion for Entry of Final Decree
with the Bankruptcy Court to close the Company's chapter 11 case.
The Motion currently is scheduled for hearing today, June 13,
2005, at 2:00 p.m. (CDT) in the Honorable Judge Harlin D. Hale's
courtroom, 14th floor, at the United States Bankruptcy Court for
the Northern District of Texas, Dallas Division, Earle Cabell
Federal Building, 1100 Commerce Street, Dallas, Texas 75242.

Nucentrix Broadband Networks, Inc., provided broadband wireless
Internet services using radio spectrum licensed by the Federal
Communications Commission (FCC).  The Company and certain
subsidiaries filed chapter 11 petitions on Sept. 5, 2003 (Bankr.
N.D. Tex. Case No. 03-39123).  The U.S. Bankruptcy Court for the
Northern District of Texas has confirmed the First Amended Joint
Plan of Liquidation of the Company and its debtor subsidiaries in
May 2004.  The plan took effect on June 10, 2004.


OPTINREALBIG.COM: Creditors Must File Proofs of Claim by July 29
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado, set 5:00
p.m., on July 29, 2005, as the deadline for all creditors owed
money by OptinRealBig.com, LLC, on account of claims arising prior
to March 25, 2005, to file formal written proofs of claim.
Creditors must deliver their claim forms to the:

               Clerk of the U.S. Bankruptcy Court
               for the District of Colorado
               United States Custom House
               721 19th Street
               Denver, Colorado 80202-2508

Headquartered in Westminster, Colorado, OptinRealBig.com, LLC, is
an e-mail marketing company.  The Company filed for chapter 11
protection on March 25, 2005 (Bankr. D. Colo. Case No. 05-16304).
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $50 million to $100 million.


OWENS CORNING: VPs Dana, Dietzel & Krull Sell 3,090 Shares
----------------------------------------------------------
In separate Form 4 filings with the Securities and Exchange
Commission, three Owens Corning officers report that they disposed
of 3,090 shares in the aggregate.

                                                  No. of Shares
                                        Shares      Owned After
    Officer           Position         Disposed    Transaction
    -------           --------         --------   -------------
    Charles E. Dana   Vice President,     903          1,333
                      President for
                      Composite
                      Solutions

    Daniel Dietzel    Vice President,   2,075          1,333
                      President for
                      Siding
                      Solutions

    Stephen K. Krull  Senior              112              0
                      Vice President,
                      General Counsel
                      and Secretary

Messrs. Dana and Dietzel's shares were sold at $4.95 per share.
Mr. Krull's shares were sold at $4.56 per share.

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)


PAGSTA INTERNATIONAL: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Pagsta International, LLC
        240 Stoneridge Drive, Suite 300
        Columbia, South Carolina 29210

Bankruptcy Case No.: 05-06671

Type of Business: The Debtor designs custom motorcycles.  The
                  Pagsta Mini and Pagsta Choppa are the company's
                  first mass-produced motorcycle models.  See
                  http://www.pagsta.com/

Chapter 11 Petition Date: June 8, 2005

Court: District of South Carolina (Columbia)

Judge: William Thurmond Bishop

Debtor's Counsel: Barbara George Barton, Esq.
                  Robinson, Barton, McCarthy,
                  Calloway & Johnson, P.A.
                  P.O. Box 12287
                  Columbia, South Carolina 29211
                  Tel: (803) 256-6400

Estimated Assets: $587,109

Estimated Debts:  $5,741,192

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
James Stebbins                                $1,250,000
1467 Conway
Lake Forest, IL 60045

Andrew Gold                                   $1,250,000
10835 Lockland Road
Potomac, MD 20854

First Coastal Bank NA                           $662,078
Gardena Branch                            Secured Value:
1644 West Redondo Beach Boulevard               $350,922
Gardena, CA 90247

Averitt Express                                 $175,307
P.O. Box 3145
Cookeville, TN 38502-3145

Sutherlin Asbill Brennan                        $126,119
999 Peachtree Street
Atlanta, GA 30309-3996

Anna K Williamson                               $125,000
9100 Prestwick Club Drive
Duluth, GA 30097

Rumilla International Group                      $90,000
Diaz Miron No. 39
Jalcingo, Veracruz 93660

John C. Burke                                    $75,000
P.O. Box 2285
Sedona Az 86339

Jami Facchinello                                 $75,000
P.O. Box 4747
Sedona, AZ 86340

RSM Mcgladrey                                    $53,566
20 North Martingale Road, Suite 500
Schaumburg, IL 60173

American Art Design Group                        $36,000
19425 Londelius Street
Northridge, CA 91324

Lifeng Group Company Ltd.                        $33,000
No. 120 Jintai Mansion, Chezhandadoa
Wenzhou Zh, China

American Express                                 $30,129
Box 0001
Los Angeles, CA 90096

Fidiciary Management                             $25,000
P.O. Box 61010
Potomac Village Station
Potomac, MD 20859

Christensen Miller Fink Et Al                    $22,656
10250 Constellation Boulevard, 19th Floor
Los Angeles, CA 90067

Transit Air Cargo                                $21,335
2204 East Fourth Street
Santa Ana, CA 92705

Richard Coury                                    $18,461
7565 Brookstead Crossing
Duluth, GA 30097

Wherley Moving And Storage Inc.                  $18,000
216 2nd Street Northeast
East Grand Forks, MN 56721

Eugene Carter                                    $17,307
130 Magnolia Avenue
Palatka, FL 32177

X Test Inc.                                      $16,650
9030 El Doric Court
Gilroy, CA 95020


PARMALAT GROUP: Releases Financial Results as of April 30, 2005
---------------------------------------------------------------
Parmalat Finanziaria S.p.A. in Extraordinary Administration
reports the operating and financial results of the Parmalat Group
at April 30, 2005.

                     Scope of Consolidation

The scope of consolidation has been defined using principles that
are consistent with those adopted in preparing the statement of
income and balance sheet at December 31, 2004.  Companies that are
subject to restrictions on their management as a result of local
bankruptcy proceedings that have placed them outside the control
of Parmalat Finanziaria S.p.A. in Extraordinary Administration,
and companies in voluntary liquidation, are no longer consolidated
on a line-by-line basis.

The current scope of consolidation no longer includes companies in
which the Group held equity investments that were sold after
January 1, 2005.  The corresponding 2004 data have been restated
accordingly on a pro forma basis.  The operations divested in 2005
include the companies that comprised the USA Bakery Division
(Mother's Cake & Cookies, Archway Cookies and three production
units in Canada), which were sold in January 2005, and Parmalat
Uruguay, which was sold in February 2005.  Margherita Yogurt,
which was placed in liquidation in February 2005, has also been
removed from the scope of consolidation.

                       Financial Highlights

                     Cumulative Through April
                        (in EUR millions)

                                           Revenues
                               --------------------------------
                               Previous  Previous year  Current
                               year      Pro-Forma      year
                               --------  -------------  -------
     Core Activities            1,171.5        1,171.5  1,215.4
     Non Core Activities          102.8           93.1     85.4
                               --------  -------------  -------
     Total                       1,274.3       1,264.6  1,300.8
                               ========  =============  =======

                                             EBITDA
                               --------------------------------
                               Previous  Previous year  Current
                               year      Pro-Forma      year
                               --------  -------------  -------
     Core Activities               74.5           74.5     89.7
     Non Core Activities           (0.3)           0.1      3.4
                               --------  -------------  -------
     Subtotal                      74.2           74.6     93.1
     Proceedings costs            (19.4)         (19.4)   (21.0)
                               --------  -------------  -------
     Total                         54.8           55.2     72.1
                               ========  =============  =======

                                         % of Revenues
                               --------------------------------
                               Previous  Previous year  Current
                               year      Pro-Forma      year
                               --------  -------------  -------
     Core Activities              6.4          6.4       7.4
     Non Core Activities         (0.3)         0.1       4.0
                               --------  -------------  -------
     Subtotal                     5.8          5.9       7.2
     Total                        4.3          4.4       5.5[sic]
                               ========  =============  =======

      * The Core Businesses include beverages (milk and fruit
        juices) and functional dairy products, which are sold
        under approximately 30 brands primarily in high-potential
        countries in which there is sustained demand for healthy
        products, consumers are willing to pay a premium price
        for Parmalat brands and there is access to leading-edge
        technologies.

     ** The Non-core Businesses are those that are located in
        countries or engaged in activities that are not
        strategically significant and have been earmarked for
        divestiture.

                         Core Businesses

In the four months ended April 30, 2005, the Group's Core
Businesses had revenues of EUR1,215.4 million, a gain of 3.7% over
the EUR1,171.5 million reported at the end of April 2004.  EBITDA
also improved, growing both in absolute terms (from EUR74.5
million to EUR89.7 million) and as a percentage of revenues (from
6.4% to 7.4%).

These data do not reflect the impact of the nonrecurring charges
related to the extraordinary administration proceedings, which
amounted to about EUR21.0 million.

Monthly revenues (difference between the cumulative figures at
April 30 and March 31) totaled EUR334.9 million, up from EUR325.6
million in April 2004, and EBITDA rose to EUR27.9 million (EUR23.9
million in April 2004).

[Parmalat provides an] analysis of the Group's results in the main
geographic regions in which it operates.

     -- Italy

        At EUR445.5 million, cumulative revenues were slightly
        lower (-2.4%) compared with the first four months of
        2004 (EUR456.5 million).  EBITDA totaled EUR30.7 million,
        equal to 6.9% of revenues.

        If the data for the affiliate Boschi S.p.A. in
        Extraordinary Administration are excluded, overall
        revenues show virtually no year-over-year change, while
        EBITDA improved slightly.

        The Group has launched a program that will restore
        forward momentum to its Italian operations by focusing
        on the fresh-milk segment of the market, implementing a
        more aggressive and competitive marketing strategy, and
        introducing the Jeunesse line of functional products.

        In the main business segments in which the Group
        operates, market shares have been improving steadily,
        rebounding to the levels attained prior to the start of
        the Extraordinary Administration proceedings.

     -- Spain

        While the overall revenues for the first four months of
        2005 were down slightly compared with the same period
        last year, the trend showed a significant improvement in
        the month of April.  Cumulative revenues for the period
        fell from EUR71.2 million in 2004 to EUR68.1 million in
        2005, but EBITDA held relatively steady both in absolute
        terms (EUR4.7 million, compared with EUR4.8 million in
        2004) and as a percentage of revenues (6.9%, compared
        with 6.7% in 2004).

        In April 2005, monthly revenues and EBITDA improved
        compared with the first three months of the year,
        totaling EUR18.6 million and EUR1.6 million,
        respectively.

        The problems that have been hampering the performance of
        the Spanish operations are well known: a general
        contraction in consumer demand, strong competition
        (particularly in the yogurt and dessert market segments)
        and a steady rise in the cost of packaging plastics
        (increases ranging between 20.0% and 34.0% compared with
        2004).  Nevertheless, the monthly data show evidence of a
        turnaround, thanks to a change in the sales mix.  In the
        coming months, the repositioning of the bioliquids and
        Activ Soja product lines should provide an additional
        boost to sales.

     -- South Africa

        Cumulative revenues through April 30, 2005 totaled
        EUR89.6 million, up from EUR74.9 million in the first
        four months of 2004.  EBITDA also increased, rising from
        EUR6.9 million (9.2% of revenues) to EUR8.6 million (9.6%
        of revenues).

        Monthly data for April 2005 show revenues of EUR23.4
        million.  EBITDA amounted to EUR2.7 million (11.5% of
        revenues), as profitability improved compared with March
        2005.

        The performance of the South African operations reflects
        a positive contribution by all divisions, with the best
        gains reported in the UHT milk, yogurt, cheese and fruit
        juice segments.  A more favorable average exchange rate
        than in the first four months of 2004 (the rand
        appreciated by 5.2% compared with the euro) was also a
        factor.

     -- Venezuela

        Even though the bolivar continued to lose value versus
        the euro during the first four months of 2005 (a decline
        of 18.9% compared with the average exchange rate for the
        same period last year) the Venezuelan operations posted
        highly positive results.  At EUR47.1 million, revenues
        were lower than the EUR49.8 million booked in the four
        months ended April 30, 2004, but EBITDA jumped to EUR4.5
        million (9.5% of revenues), up from EUR1.0 million (2.1%
        of revenues).

        Savings in raw material costs and an increase in the
        efficiency of the manufacturing organization and the
        logistics/distribution system, coupled with a reduction
        in overhead, are the main reasons for this improvement.

        In April 2005, monthly revenues totaled EUR11.6 million,
        about the same as in March 2005, and EBITDA amounted to
        EUR1.2 million (10.4% of revenues).

     -- Canada

        Revenues for the first four months of 2005 were higher
        (+12.8%) than in the same period last year, rising from
        EUR360.0 million to EUR406.1 million. At the same time,
        EBITDA grew to EUR27.3 million (EUR19.3 million in the
        four months ended April 30, 2004), equal to 6.7% of
        revenues (5.4% in the same period last year).

        Monthly data for April 2005 show revenues of EUR123.4
        million and EBITDA of EUR9.6 million (5.8% of revenues),
        as profitability improved compared with March 2005.

        Higher unit sales for several product categories and a
        reduction in distribution expenses and overhead are
        the main reasons for the improved performance in April
        and the first four months of 2005, compared with the
        corresponding periods a year ago.

     -- Australia

        In the first four months of 2005, the Australian
        operations achieved modest improvements in revenues
        (EUR125.2 million compared with EUR123.0 million in the
        same period last year) and in EBITDA, which increased
        both in absolute terms (up from EUR9.4 million and EUR9.8
        million) and as a percentage of revenues (from 7.6% to
        7.8%).

        Revenues for the month of April totaled EUR34.4 million.
        EBITDA, which amounted to EUR3.9 million, were higher
        than in the earlier months of 2005.

        The performance of the Australian operations in the first
        four months of 2005 reflects the positive impact of the
        higher revenues and margins generated by sales of
        pasteurized milk, UHT milk and yogurt, offset in part by
        a slight depreciation of the Australian dollar versus the
        euro (-3.4% compared with the average exchange rate for
        the first four months of 2004).

                       Non-core Businesses

In the first quarter of 2005, the Group's Non-core Businesses
reported revenues of EUR85.4 million, a decrease of 7.7% from pro
forma revenues of EUR92.5 million in the same period last year.

However, even though net revenues were down, chiefly as a result
of the divestiture of the Mexican operations in 2004, EBITDA
improved from EUR0.1 million to EUR3.4 million, due mainly to the
successful implementation of cost cutting programs by the Group's
other operations.

Revenues for the month of April were down slightly compared with
April 2004, totaling EUR16.5 million, and EBITDA were negative by
EUR0.6 million.

                       NET FINANCIAL POSITION

                    Highlights (in EUR millions)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------
Short term financial assets      (375.6)     (358.7)     (354.5)
   broken down as:

   Financial assets not
   held as fixed assets            (0.4)       (0.3)       (0.3)

   Liquid assets                 (375.2)     (358.3)     (354.3)

Financial accrued income
and prepaid expenses
(incl. intra-Group)               (66.0)      (65.2)      (67.5)
                               --------    --------    --------
Total short-term
financial assets                 (441.6)     (423.8)     (422.1)
                               ========    ========    ========

Financial debts                11,455.3    11,460.5    11,471.7

Financial accrued expenses
& deferred income                  14.3        12.7         7.9
                               --------    --------    --------

Total financial liabilities    11,469.6    11,473.2    11,479.7

Indebtedness owed to
lenders outside the Group/
(Financial assets) of
companies consolidated
line-by-line                   11,028.0    11,049.3    11.057.6

Indebtedness owed by
companies consolidated
line-by-line to companies
that are parties to local
composition-with-creditors
proceedings                       316.6       325.8       325.2

Indebtedness/(Financial
assets) of companies
consolidated line-by-line      11,344.6    11,375.1    11,382.8

Indebtedness/(Financial
assets) of companies not
consolidated line-by-line           7.6         7.5         7.5
                               --------    --------    --------
Total indebtedness/
(financial assets)             11,352.2    11,382.6    11,390.3
                               ========    ========    ========

At the end of April 2005, the indebtedness of companies
consolidated line by line totaled EUR11,057.6 million, or EUR29.6
million more than at December 31, 2004.  This increase reflects
primarily a reduction in liquid assets, which occurred because
Parmalat S.p.A. in Extraordinary Administration underwrote a
capital increase carried out by a Portuguese affiliate, repaid
certain debt installments upon maturity, and recognized the
weakening of the euro versus the reporting currencies of its
companies in South Africa and Canada and the U.S. dollar.

In April 2005, the indebtedness of companies consolidated line by
line increased by EUR8.3 million compared with the previous month
(EUR11,049.3 million), reflecting minor changes in certain debt
positions and the impact of fluctuations in foreign exchange
rates.

Also in April, the Group collected proceeds of EUR2.3 million from
the sale of the business operations of Streglio S.p.A. in
Extraordinary Administration.

The combined indebtedness owed to lenders outside the Group by
subsidiaries that are parties to local composition-with-creditors
proceedings and, consequently, have been deconsolidated is not
reflected in the net financial position.  Some of these borrowings
are secured by guarantees provided by Parmalat S.p.A. in
Extraordinary Administration and Parmalat Finanziaria S.p.A. in
Extraordinary Administration in the amount of EUR1,701.3 million.
The indebtedness owed by the Group to companies in special
proceedings that are not consolidated line by line amounted to
EUR325.2 million.  The change, compared with the balance owed at
December 31, 2004 (EUR316.6 million) reflects mainly changes in
foreign exchange translations.

As of today, no amount has been drawn from the EUR105.8-million
line of credit that a pool of banks provided to Parmalat S.p.A. in
Extraordinary Administration on March 4, 2004 and later renewed
until September 2, 2005.

A breakdown of the net indebtedness owed to lenders outside the
Group by companies consolidated line by line:

                        (in EUR millions)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------
Companies in EA
   subject to proposed
   composition with
   creditors                    9,813.0     9,822.7     9,828.4

Other companies in EA              89.7        89.9        88.8

Other companies                 1,125.3     1,136.7     1,140.4
                               --------    --------    --------
Total indebtedness/
(financial assets)             11,028.0    11,049.3    11,057.6
                               ========    ========    ========

            Companies in Extraordinary Administration

The net indebtedness incurred by companies under extraordinary
administration toward lenders outside the Group prior to their
becoming eligible for extraordinary administration is all short-
term, since all of these companies are in default of the covenants
of the respective loan agreements.

Liquid assets held by the companies included in the Proposal of
Composition with Creditors were down slightly, falling from
EUR239.8 million at March 31, 2005 to EUR234.1 million at April
30, 2005.  The main reason for this decrease is a change in the
liquid assets held by Parmalat S.p.A. in Extraordinary
Administration, which is explained in the section of this press
release that discusses the performance of Parmalat S.p.A. in
Extraordinary Administration.

The liquid assets mentioned above include EUR6.6 million in
deposits from subsidiaries, offset by the recognition of an equal
liability.

                          Other Companies

At April 30, 2005, the net indebtedness owed to lenders outside
the Group by the remaining operating and financial companies,
which are consolidated line by line but are not included in the
extraordinary administration proceedings, totaled EUR1,140.4
million (including EUR698.4 million in long-term debt), about the
same as at March 31, 2005, when it amounted to EUR1,136.7 million.

Some Group companies are currently renegotiating their
indebtedness in order to restructure it.

      Principal Companies Under Extraordinary Administration

Financial highlights of the principal Italian companies under
extraordinary administration:

                      Parmalat Finanziaria SpA
                   (Amounts in millions of Euros)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------
Short-term financial assets       (24.4)      (24.0)      (23.8)
   broken down as:

   Intra-Group loans
   receivable                     (17.1)      (17.1)      (17.1)

   Financial assets not
   held as fixed assets               -           -           -

   Liquid assets                   (7.4)       (7.0)       (6.7)

Financial accrued income
and prepaid expenses
(including intra-Group)               -        (0.2)       (0.2)
                               --------    --------    --------
Total short-term
financial assets                  (24.4)      (24.2)      (24.0)
                               ========    ========    ========

Financial liabilities
(including intra-Group)         1,286.0     1,289.0     1,289.0
   broken down as:

   Intra-Group loans payable    1,019.5     1,022.5     1,022.5

   Other financial debts          266.5       266.5       266.5

Financial accrued expenses
and deferred income
(including intra-Group)               -           -         0.1
                               --------    --------    --------
Total financial
liabilities                     1,286.0     1,289.0     1,289.1
                               --------    --------    --------
Total indebtedness/
(financial assets)              1,261.6     1,264.8     1,265.1
                               ========    ========    ========

     No significant changes have occurred since the previous
month.


                            Parmalat SpA
                   (Amounts in millions of Euros)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------

Short-term financial assets      (152.7)     (143.9)     (139.7)
   broken down as:

   Intra-Group
   loans receivable               (32.3)      (30.4)      (32.4)

   Financial assets not
   held as fixed assets               -           -           -

   Liquid assets                 (120.4)     (113.5)     (107.3)

Financial accrued income
and prepaid expenses
(including intra-Group)               -           -        (0.1)
                               --------    --------    --------
Total short-term
financial assets                 (152.7)     (143.9)     (139.8)
                               ========    ========    ========

Financial liabilities
(including intra-Group)         3,766.7     3,766.7     3,766.7
   broken down as:

   Intra-Group
   loans payable                  997.2       997.2       997.2

   Other financial debts        2,769.6     2,769.6     2,769.6

Financial accrued expenses
and deferred income
(including intra-Group)               -           -           -
                               --------    --------    --------
Total financial
liabilities                     3,766.7     3,766.7     3,766.7
                               --------    --------    --------
Total indebtedness/
(financial assets)              3,614.0     3,622.9     3,627.0
                               ========    ========    ========

The change in indebtedness is mainly the result of a reduction in
short-term financial assets.  More specifically, intra-Group loans
receivable increased by EUR2.0 million due mainly to the granting
of a EUR1.7-million loan to Latte Sole S.p.A. and other smaller
loans totaling EUR0.3 million.  Liquid assets decreased by EUR6.2
million reflecting the disbursement of the abovementioned loans
and other changes caused by normal fluctuations in working
capital.


                            Eurolat SpA
                   (Amounts in millions of Euros)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------

Short-term financial assets       (13.5)       (14.2)      (14.2)
   broken down as:

   Intra-Group
   loans receivable                (2.2)       (2.2)       (1.9)

   Financial assets not
   held as fixed assets               -           -           -

   Liquid assets                  (11.3)       (12.0)     (12.3)

Financial accrued income
and prepaid expenses
(including intra-Group)               -        (0.1)       (0.0)
                               --------    --------    --------
Total short-term
financial assets                  (13.5)      (14.3)      (14.2)
                               ========    ========    ========

Financial liabilities
(including intra-Group)           188.2       188.2       188.2
   broken down as:

   Intra-Group loans payable       43.8        43.8        43.8

   Other financial debts          144.4       144.4       144.4

Financial accrued expenses
and deferred income
(including intra-Group)               -           -           -
                               --------    --------    --------
Total financial
liabilities                       188.2       188.2       188.2
                               --------    --------    --------
Total indebtedness/
(financial assets)                174.7       173.9       174.0
                               ========    ========    ========

No significant changes have occurred since the previous month.


                             Lactis SpA
                   (Amounts in millions of Euros)

                               Balance     Balance     Balance
                               as at       as at       as at
                               12/31/04    03/31/05    04/30/05
                               --------    --------    --------

Short-term financial assets        (4.4)       (3.7)       (2.7)
   broken down as:

   Intra-Group
   loans receivable                   -           -           -

   Financial assets not
   held as fixed assets               -           -           -

   Liquid assets                   (4.4)       (3.7)       (2.7)

Financial accrued income
and prepaid expenses
(including intra-Group)            (0.0)       (0.0)       (0.0)
                               --------    --------    --------
Total short-term
financial assets                   (4.4)       (3.7)       (2.7)
                               ========    ========    ========

Financial liabilities
(including intra-Group)            18.6        18.6        18.6
   broken down as:

   Intra-Group
   loans payable                    8.6         8.6         8.6

   Other financial
   liabilities                     10.0        10.5        10.0

Financial accrued expenses
and deferred income
(including intra-Group)               -         0.0         0.0
                               --------    --------    --------
Total financial
liabilities                        18.6        18.6        18.6
                               --------    --------    --------
Total indebtedness/
(financial assets)                 14.2        14.9        15.9
                               ========    ========    ========

No significant changes have occurred since the previous month.

                        Significant Events

  April 1           Streglio S.p.A. in Extraordinary
                    Administration, acting with the prior
                    approval of the Italian Ministry of
                    Production Activities, sells to Gruppo Borsci
                    Industria Liquori certain business operations
                    consisting of the production and marketing of
                    cocoa, chocolate, confectionery, and other
                    candies and pastries and chocolate-based
                    products, and transferred to the buyer the
                    ownership of the Streglio brand.  The
                    agreement calls for the buyer to maintain
                    employment at the level provided for in the
                    Business Continuity Plan appended to the
                    buyer's offer for a period of at least two
                    years.

  April 29          The financial statements at December 31, 2004
                    of Parmalat Finanziaria Spa in Extraordinary
                    Administration and the 2004 Annual Report the
                    Parmalat Group are published.  The Annual
                    Report includes the Report on Operations and
                    a Report of the Independent Auditors
                    PricewaterhouseCoopers Spa.

Headquartered in Wallington, New Jersey, Parmalat U.S.A.
Corporation -- http://www.parmalatusa.com/-- generates more
than EUR7 billion in annual revenue.  The Parmalat Group's 40-
some brand product line includes milk, yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.  The company employs over 36,000
workers in 139 plants located in 31 countries on six continents.
It filed for chapter 11 protection on February 24, 2004 (Bankr.
S.D.N.Y. Case No. 04-11139).  Gary Holtzer, Esq., and Marcia L.
Goldstein, Esq., at Weil Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the U.S. Debtors
filed for bankruptcy protection, they reported more than $200
million in assets and debts.  The Bankruptcy Court confirmed the
U.S. Debtors' Plan of Reorganization on March 7, 2005.  (Parmalat
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


PATHMARK STORES: Shareholders Accept Yucaipa's $150 Million Offer
-----------------------------------------------------------------
Pathmark Stores Inc.'s shareholders met on Thursday, June 9, 2005,
to decide whether to accept an offer from Ron Burkle, owner of The
Yucaipa Cos., to buy a 40% equity stake for $150 million from the
financially troubled grocer.

The Associated Press reports that more than 83% of the
shareholders favored the proposal at Thursday's special meeting.

Yucaipa will own approximately 8.76 million shares of Pathmark.

"Pathmark has tremendous assets on which to build, and we are
eager to work with the Pathmark team to help the company
capitalize on its strong market position and competitive
advantages," Mr. Burkle told the AP.

Yucaipa owns several supermarket chains and has investments at
Food4Less, Dominick's, Ralphs Grocery Co., Smith Food and Drug,
and Fred Meyer.

Pathmark's shares closed at $8.99 on Friday, June 10, 2005.  The
shares traded for $8.86 after the deal was announced on Thursday.
When the Yucaipa offer was disclosed in March, Pathmark shares
traded below $5.

Pathmark Stores is a regional supermarket currently operating 142
supermarkets primarily in the New York - New Jersey and
Philadelphia metropolitan areas.  The Company filed for chapter 11
protection on July 12, 2000 (Bankr. Case 00-02963).  The
Bankruptcy Court confirmed Pathmark's prepackaged Plan of
Reorganization on Sept. 7, 2004.

The company reported a $2.1 million net loss for the quarter
ending April 30, 2005.  For the fiscal year 2004, the company
suffered a $308 million loss.  As of April 30, 2005, the company
listed $1,254,000,000 in assets and $1,190,000,000 in debts.

S&P currently rates Pathmark's $350 million 8-3/4% Senior
Subordinated Notes due 2012 at CCC+.


PEGASUS SATELLITE: Trustee Modifies Recovery Analysis
-----------------------------------------------------
Ocean Ridge Capital Advisors, LLC, as Liquidating Trustee for The
PSC Liquidating Trust, disclosed the creation of a Web site at
http://www.psc-trust.com/to provide beneficiaries of The PSC
Liquidating Trust with key information concerning the Trust,
including the status of distributions to Trust beneficiaries.

The recovery analysis contained in the First Amended Disclosure
Statement provides an estimated range of recovery for Class 3A
Claims of 56% to 60%.  The revised recovery analysis, presented in
detail on the Web site, provides an estimated range of recovery of
56% to 59% of face value of the Senior Notes (53% to 57% of par
plus accrued interest through the bankruptcy petition date on the
Senior Notes), depending on a number of factors which may be
subject to change from time to time.  To gain a better
understanding of the components of the revised recovery analysis,
the Liquidating Trustee recommends that holders of Class 3A Claims
refer to the information presented on the website.  It is crucial
to note that the revised recovery analysis is only an estimate,
and as such, there is no guarantee that actual recoveries will be
within the estimates provided by the Liquidating Trustee.  The
Liquidating Trustee hopes to make an initial distribution to
holders of Class 3A Claims prior to the end of June, provided that
it can reach an agreement with the contingent and unliquidated
claim holders on the establishment of appropriate reserves.  In
addition, the Liquidating Trustee is targeting June 2006 for
liquidating the Trust assets and completing distributions to
beneficiaries of the Trust.  However, this target date is subject
to a number of factors including, but not limited to,
accomplishing a sale of the broadcast television assets during
2005, an event which is not certain at this time.

The site also contains documentary and financial information about
the operations of the Trust and the assets owned and/or controlled
by the Trust.

                  About The PSC Liquidating Trust

The PSC Liquidating Trust was established by order of the
Bankruptcy Court for the District of Maine, pursuant to the First
Amended Joint Chapter 11 Plan of Pegasus Satellite Communications,
Inc. and its related direct and indirect subsidiaries.  The Plan
became effective on May 5, 2005.  In accordance with the terms of
the Plan, the purpose of the Trust is to maximize the value of
certain of the Debtors' assets, to evaluate and pursue, if
appropriate, rights and causes of actions, as successor to and
representative of the Debtors' estates in accordance with
section 1123(b)(3)(B) of the Bankruptcy Code, and to make
distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan.  The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, PA and Jackson, MS.
The Liquidating Trustee maintains offices in New Rochelle, NY.

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.


POLYMER RESEARCH: Ch. 7 Trustee Gets $250K Loan for Clean-Up Work
-----------------------------------------------------------------
Alan Nisselsen, the chapter 7 trustee overseeing the liquidation
of Polymer Research Corp. of America, asks the U.S. Bankruptcy
Court for the Eastern District of New York for authority to enter
into a $250,000 postpetition financing agreement with Wachovia
Bank N.A., acting as indenture trustee for Bayview Series 2002-D.

The loan will be used to preserve and dispose of a parcel of
commercial real estate, which is the bankruptcy estate's most
valuable asset.  The Trustee relates that before the property can
be offered for sale, it should be cleaned-up by disposing of
certain chemicals and other environmental hazards.

Wachovia Bank holds a first priority secured lien against the
property and agrees to fund the clean-up.  Paragon Environmental
Services, Inc., estimates that the cost of the clean-up is
approximately $172,000.

The postpetition loan will be secured by a priming lien on all of
the estate's property pursuant to Section 364(d) of the Bankruptcy
Code.  Wachovia also wants -- and is entitled to -- super-priority
administrative expense claim status, the Trustee tells the Court.

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.


POLYONE CORP: Reduces Income Outlook for Second-Quarter of 2005
---------------------------------------------------------------
PolyOne Corporation (NYSE: POL) updated its revenue and income
outlook for the second quarter that will end June 30, 2005.   This
action is part of PolyOne's effort to inform investors at mid-
quarter of any material changes to major business drivers.

PolyOne anticipates that revenues from continuing operations
should increase between 2 percent and 4 percent in the second
quarter compared with the first quarter of 2005, down from
expectations of the 7 percent to 10 percent increase that the
Company communicated in its April 28, 2005, earnings release.
Typically, the second quarter is seasonally stronger than the
first quarter.  Currently, however, the Company projects that
shipments will be flat versus first-quarter 2005, as North
American customers appear to be reducing their inventories and
European demand remains sluggish.

The Company has also adjusted down by approximately $1 million its
earlier projection for the Resin and Intermediates segment's
operating income, due to less-than-anticipated polyvinyl chloride
resin price increases in the market place.  PolyOne now projects
that segment operating income should increase between $6 million
and $9 million in the second quarter compared with the first
quarter of 2005.

Within the Performance Plastics segment, softness in demand has
made efforts to improve product spreads (selling price less raw
material costs), much more difficult.  Within the Distribution
segment, shipments are expected to be similar to first-quarter
2005 levels.  In addition, PolyOne does not expect to realize the
benefit of one-time favorable items during the second quarter, as
it did in the first quarter.  These items included approximately
$4 million related primarily to the settlement of legal issues and
adjustments to associated reserves.

As a result of the above factors, the Company projects that
operating income from continuing operations should improve by no
more than $1 million over first-quarter 2005.  Included in this
total is the anticipated improvement in Resin and Intermediates
segment operating income.

Due to worse-than-anticipated automotive sales and dynamics in
North America, the Engineered Films business' contribution to
earnings of discontinued operations is likely to be lower than
earlier expected.  By contrast, the Company projects improved
shipments and product spreads for the Specialty Resins business
unit.  PolyOne now projects that net income from discontinued
operations should be between $6 million and $8 million in the
second quarter, which is about $1 million lower than anticipated
in the April earnings release.

                       About the Company

PolyOne Corporation -- http://www.polyone.com/-- with 2004 annual
revenues of approximately $2.2 billion, is a leading global
compounding and North American distribution company with
continuing operations in thermoplastic compounds, specialty
polymer formulations, color and additive systems, and
thermoplastic resin distribution.  Headquartered in northeast
Ohio, PolyOne has employees at manufacturing sites in North
America, Europe, Asia and Australia, and joint ventures in North
America and South America.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 18, 2005,
Moody's Investors Service affirmed PolyOne Corp.'s Senior Implied
rating at B2.  In addition, Moody's ratings for the Company's
senior unsecured notes and issuer rating were affirmed at B3.  The
rating outlook has been changed to stable from negative.


PONDEROSA PINE: Wants to Hire Nixon Peabody as Litigation Counsel
-----------------------------------------------------------------
Ponderosa Pine Energy, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ and retain Nixon Peabody LLP as their special corporate and
litigation counsel.

The Debtors want Nixon Peabody to continue to provide legal
services in corporate and litigation matters.  Presently, the Firm
advises the Debtors with respect to indemnification claims arising
out of litigation involving property in Johnson County.

Robert N.H. Christmas, Esq., a partner of Nixon Peabody, discloses
that his Firm's professional bill:

         Designation         Hourly Rate
         -----------         -----------
         Attorney            $290 - $650
         Paralegals          $150 - $200

To the best of the Debtor's knowledge, Nixon Peabody is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


POPE & TALBOT: High Debt Prompts S&P to Lower Ratings to BB-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on pulp and lumber producer Pope & Talbot Inc.
to 'BB-' from 'BB' and placed them on CreditWatch with negative
implications.

"The rating action reflects Portland, Oregon-based Pope & Talbot's
stubbornly high debt level and our expectation of negative free
cash flow for 2005, given the recent decline in northern bleached
softwood kraft pulp prices and the strong Canadian dollar," said
Standard & Poor's credit analyst Dominick D'Ascoli.  "We have
become increasingly concerned about the competitiveness of
Canadian pulp producers, considering the relative exchange-rate
disadvantage, and debt, which rose $37 million in April with the
acquisition of the Fort St. James sawmill.  We are also concerned
about the ramp-up of new European and South American pulp capacity
that is likely to dampen pricing improvement."

The majority of the company's costs are paid in the Canadian
dollar, which has appreciated 23% against the U.S. dollar over the
past three years, while the majority of Pope & Talbot sales are in
U.S. dollars.

Ratings will remain on CreditWatch with negative implications
pending S&P's review of the company's cash flow generating
capacity.  Some factors to be considered include Pope & Talbot's
intention to issue common stock in the near future and the
uncertainty surrounding the potential refunding of duties on
softwood lumber imported to the U.S. from Canada.


PRICELINE.COM: Names Tim Gordon & Mark Koehler as Senior VPs
------------------------------------------------------------
Priceline.com(R) Inc. (Nasdaq: PCLN) disclosed the appointments of
two executives to senior management positions within its core
travel services business.  Tim Gordon, priceline.com's former
Senior Vice President, Travel, was named Senior Vice President,
Hotels.  Mark Koehler joined the Company as Senior Vice President,
Airlines.  Both executives report to Executive Vice President,
Travel Services Chris Soder and the appointments become effective
June 13, 2005.

Mr. Gordon was responsible for leading the successful transition
of priceline.com's airline tickets service in 2004 from a purely
opaque Name-Your-Own-Price(R) offering to a mix of opaque and
published-price ticket offerings.  In addition to airline
ticketing, he also launched and managed priceline.com's rental
cars product.  Mr. Gordon joined priceline.com in 1999 as Vice
President, Planning and Analysis. Prior to priceline.com, he held
several positions at Alamo Rent a Car, including responsibility
for e-commerce, distribution planning and revenue management.
Before Alamo, he worked in the airline industry for seven years at
Northwest Airlines and American Airlines in the financial
analysis, revenue planning, corporate sales and financial
accounting functions.

"As one of priceline.com's longest-tenured senior managers, Tim
Gordon brings a wealth of Company-specific experience and
knowledge to his position," said Mr. Soder.  "In particular, we
expect that Tim will leverage his expertise in successfully
transitioning our airline tickets business as priceline.com
continues to evolve its hotel business into a similar
complementary offering of opaque and published-price rooms."

Mr. Koehler brings to priceline.com a lengthy track record of
experience in the airline and Internet travel industries.  For 13
years, he served at United Airlines in several revenue management,
sales planning and distribution positions.  He also has served as
the Vice President of Interactive Marketing at Starwood Hotels and
as Senior Vice President - Walt Disney Parks & Resorts Online.

"In addition to delivering value and savings to our customers,
priceline.com is committed to providing our airline partners with
an Internet distribution channel that meets their distribution and
revenue management needs," said Mr. Soder.  "Mark Koehler has all
the tools to accomplish those goals and we're excited to have him
join our team."

                     About Priceline.com

Priceline.com is a travel service that offers leisure airline
tickets, hotel rooms, rental cars, vacation packages and cruises.
Priceline.com also has a personal finance service that offers home
mortgages, refinancing and home equity loans through an
independent licensee. Priceline.com operates the travel Web sites
priceline.co.uk, Travelweb.com, Activehotels.com, Lowestfare.com,
Rentalcars.com and Breezenet.com.

Priceline.com licenses its business model to independent
licensees, including pricelinemortgage and certain international
licensees.

                        *     *     *

Priceline.com's 1% convertible senior notes due 2010 carry
Standard & Poor's single-B rating.


PRIME TECHNOLOGY: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Prime Technology Group I, LLC
             dba Prime Technology Group
             dba Prime Technology Group, LLC
             455 Gees Mill Business Court
             Conyers, Georgia 30013

Bankruptcy Case No.: 05-70721

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Gees Mill Supply, Inc.                     05-70722

Type of Business: The Debtor is a manufacturers representative
                  firm for the plastics industry in the
                  Southeastern United States.  See
                  http://www.4ptg.com/

Chapter 11 Petition Date: June 10, 2005

Court: Northern District of Georgia (Atlanta)

Debtors' Counsel: Todd E. Hennings, Esq.
                  Macey, Wilensky, Cohen, et al
                  Suite 600 Marquis Two Tower
                  285 Peachtree Center Avenue, Northeast
                  Atlanta, Georgia 30303-1229
                  Tel: (404) 584-1222
                  Fax: (404) 681-4355


                        Estimated Assets       Estimated Debts
                        ----------------       ---------------
Prime Technology        $500,000 to            $1 Million to
Group I, LLC            $1 Million             $10 Million

Gees Mill Supply,       Less than $50,000      $1 Million to
Inc.                                           $10 Million


A. Prime Technology Group I, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tempco Electric Heater Corp.                          $1,500,000
607 North Central Avenue
Wood Dale, IL 60191

Truserv Corporation           Trade debt                $102,143
7600 Jonesboro Road
Store #17492-3
Jonesboro, GA 30236

Eurotherm Controls, Inc.      Trade debt                 $68,145
751 Miller Drive, Suite D1
Leesburg, VA 20175-8993

Dynisco Instruments           Trade debt                 $57,727

Hunton & Williams                                        $54,640

Watlow #064823                Trade debt                 $48,076

Durex Industries              Trade debt                 $32,502

Heat & Sensor Tech., LLC      Trade debt                 $26,136

Formsouth                     Trade debt                 $25,440

Fast Heat, Inc.               Trade debt                 $22,346

Plasti-Co Equipment Company   Trade debt                 $21,631

Tool-Smith                    Trade debt                 $20,660

Oseco                         Trade debt                 $19,985

Mac-Weld Machining &          Trade debt                 $10,610
Mfg. Ltd

Applied Industrial Controls   Trade debt                 $10,428

Motion Industries, Inc.- SC   Trade debt                  $8,016

Dwyer Instruments, Inc.       Trade debt                  $7,459

UPS                           Trade debt                  $7,296

Hot Melt Technologies, Inc.   Trade debt                  $7,110

Linde Gas                     Trade debt                  $6,685


B. Gees Mill Supply, Inc.'s Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   Tempco Electric Heater Corp.             $1,500,000
   607 North Central Avenue
   Wood Dale, IL 60191


PROXIM CORP: Files Chapter 11 Petition in Delaware to Effect Sale
-----------------------------------------------------------------
Proxim Corporation (Nasdaq: PROX) and three of its affiliates
filed for chapter 11 protection in the United States Bankruptcy
Court for the District of Delaware on June 11, 2005, to implement
the sale of substantially all of their assets to Moseley
Associates, Inc.

Under the agreement, Moseley will acquire and assume most of the
domestic and foreign operations of Proxim for a purchase price of
$21 million, subject to certain adjustments and deductions.

The Debtors believe that the proposed going concern sale to
Moseley is preferable to a liquidation proceeding.  The sale will
preserve over 200 jobs worldwide and much of the Debtors' going
concern value.  Because the sale is expressly subject to overbids
and an auction process, the Debtors believe that the sale will
ensure that the maximum possible value is generated for the
Debtors' assets.

                    Principal Indebtedness

The Debtors owe The Warburg Group $10 million in principal
obligation under the convertible secured promissory notes.  The
Bridge Notes will mature on June 30, 2005, and bear interest at
15%.  The Debtors' obligations under the Bridge Notes are secured
by a second priority lien on substantially all of the Debtors'
assets.

Proxim's remaining indebtedness consists of $42 million in
unsecured debt, of which approximately $17.8 million is on account
of a settlement agreement with Symbol Technologies, Inc., in
connection with a patent infringement judgment against Proxim.

                        DIP Financing

In connection with the sale, Moseley has agreed to provide Proxim
with bridge financing in the principal amount of up to
$6.2 million, to be offset against the purchase price.  Under the
terms of the transaction as contemplated, no proceeds of the sale
are expected to be distributed to Proxim stockholders.

The contemplated acquisition by Moseley would be expected to
preserve most of Proxim's operations.  Moseley and Proxim believe
there are significant synergies and advantages to the combination
of their businesses.  Proxim's focus on Wi-Fi, WiMAX and broadband
wireless access for enterprises and service providers has resulted
in solutions for the mobile enterprise, last mile access,
metropolitan area networks, public safety, and voice and data
backhaul.  Combining Proxim's offerings with Moseley's diversified
global product lines will enable Moseley to offer an expanded and
differentiated portfolio of wireless products covering spectrum
from 200 MHz to 38 GHz.

"This proposed acquisition is a continuation of our strategy to be
a global, diversified and profitable leader in the wireless
marketplace," said Jamal Hamdani, president and chief executive
officer of Moseley.  "Proxim's pioneering leadership in license-
exempt technologies and the 802.11 a, b, and g wireless access
marketplace will significantly enhance our product portfolio.
Proxim's strong global distribution channels and understanding of
low-cost manufacturing will accelerate our growth and fortify our
position as one of the industry's preeminent suppliers."

"Our principal post-acquisition focus will be to earn the trust
and respect of Proxim's customers, suppliers, partners, and
employees," continued Mr. Hamdani.  "We intend to fully support
all of Proxim's existing customers and product warranties. Our
plan includes providing an invigorating and exciting work
environment for Proxim's employees as well."

Moseley was ranked for the past three years on the Deloitte
Technology Fast 500, a ranking of the 500 fastest growing
technology companies in North America.  From 1999-2003 the company
grew 529%.  Upon completion of the transaction, Proxim will be a
wholly-owned subsidiary of Moseley, joining Moseley's subsidiaries
Microwave Data Systems, Axxcelera Broadband Wireless and
CarrierComm, all acquired within the past 5 years.  The combined
company will have revenues approaching US $200 million.

                           Delisting

As reported in the Troubled Company Reporter on June 9, 2005,
Proxim received a letter from The Nasdaq Stock Market, Inc., on
June 3, 2005, notifying the Company that for the 30 consecutive
trading days preceding the date of the letter, the bid price of
the Company's common stock had closed below the $1.00 per share
minimum required for continued inclusion on the Nasdaq National
Market pursuant to Nasdaq Marketplace Rule 4450(a)(5).  The letter
further notified the Company that, in accordance with Nasdaq
Marketplace Rule 4450(e)(2), the Company will be provided 180
calendar days, or until Nov. 30, 2005, to regain compliance with
the minimum bid price requirement. Compliance will be achieved if
the bid price per share of the Company's common stock closes at
$1.00 per share or greater for a minimum of ten consecutive
trading days prior to Nov. 30, 2005.

                   About Moseley Associates

Moseley -- http://www.moseleysb.com/-- is an ISO 9001 company
with offices in Santa Barbara, California; Rochester, New York;
China; United Kingdom; and Brazil. Distributors and agents in over
100 countries augment Moseley's 300 employees, including over 100
engineers.  Moseley has more than 800,000 ETSI-, FCC-, Anatel-,
IC-, UL-, and CE-approved radios deployed in over 120 countries.
Profitable for each year of its operation, Moseley has grown from
revenues of US $8 million and EBITDA of $1 million in 1996 to
revenue of over US $90 million and EBITDA of $20 million in 2004.

Moseley and its wholly owned subsidiaries Microwave Data Systems
(2000 acquisition), Axxcelera Broadband Wireless (2001
acquisition), and CarrierComm (2002 acquisition) now offer
wireless solutions from 9.6 kbps to 311 Mbps covering the 200 MHz
to 38 GHz spectrum for both point-to-point and point-to-multipoint
applications for the broadcast, industrial, broadband enterprise,
and service provider marketplaces.

Moseley uses proprietary technologies with more than 200 patents
of its own.  Moseley's products are built at many of its own world
class manufacturing facilities in the United States.  Extensive
HALT and HASS processes are used to ensure best in class quality.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The company
is providing its enterprise and service provider customers with
wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Company and three
of its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. Del. Case No. 05-11639).  Laura Davis Jones, Esq., and
Tobias S. Keller, Esq., at Pachulski, Stang, Ziehl, Young,
represent the Debtors in their restructuring efforts.  As of
Apr. 1, 2005, the Debtors reported $55,361,000 in total assets and
$101,807,000 in total debts.


PROXIM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Proxim Corporation
             2115 O'Nel Drive
             San Jose, California 95131

Bankruptcy Case No.: 05-11639

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Proxim Wireless Networks, Inc.             05-11640
      Proxim International Holdings, Inc.        05-11641
      WirelessHome Corporation                   05-11642

Type of Business: Proxim Corporation designs and sells wireless
                  networking equipment for Wi-Fi and broadband
                  wireless networks. The Debtors provide wireless
                  solutions for the mobile enterprise, security
                  and surveillance, last mile access, voice and
                  data backhaul, public hot spots, and
                  metropolitan area networks.
                  See http://www.proxim.com/

Chapter 11 Petition Date: June 11, 2005

Court: District of Delaware (Delaware)

Debtors' Counsel: Laura Davis Jones, Esq.
                  Tobias S. Keller, Esq.
                  Pachulski, Stang, Ziehl, Young,
                  Jones & Weintraub P.C.
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Consolidated Financial Condition as of April 1, 2005:

      Total Assets: $55,361,000

      Total Debts: $101,807,000

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Symbol Technologies, Inc.        Patent              $17,750,000
One Symbol Plaza                 Infringement
Holtsville, NY 11742-1300        Settlement
Attn: Peter Lieb                 Agreement
Tel: (631) 738-4765
Fax: (631) 738-5980

Universal Scientific             Trade Debt           $1,295,034
Industrial Company
141 Taiping Road, Section 1
Tsao Tuen Nan Tou Hsien, Taiwan
Attn: Frank Chu
Tel: (886) 49 226-1876
Fax: (886) 49 226-2170

Flextronics Technology           Trade Debt           $1,125,775
(Malaysia)
P.O. Box 1038
Pusat Mel Johr Bahur, 80357
Johor Bahur, Johor
Malaysia

Hon Hai Precision Industry       Trade Debt             $801,644
Company Ltd.
5F-1, 5 Hsin-An Road
Hsinchu Science-Based
Industrial Park
Hsinchu, Taiwan
Attn: Ronald Lee
Tel: (886) 35 78-4975
Fax: (886) 35 79-9178

Flash                            Trade Debt             $595,123
4050 Starboard Drive
Fremont, CA 94538

Iis Surface Mounting             Trade Debt             $490,522
P.O. Box 1089
San Jose, CA 95108-1089

Exel Logistics                   Trade Debt             $334,060
5798 Collections Center Drive
Chicago, IL 60693

Accton Technology Corporation    Trade Debt             $329,101
4F No. 9 Park Avenue II
Science-Based Industrial Park
Hsinchu 300, Taiwan

Pemstar                          Trade Debt             $245, 911
P.O. Box 90422
Chicago, IL 60696

Stephen Gould Corporation        Trade Debt             $210,626
35 South Jefferson Road
Whippany, NJ 07981

Smartant Telecom Company Ltd.    Trade Debt             $181,989

Agere Systems Inc.               Trade Debt             $150,589

Powerdsine Ltd.                  Trade Debt             $121,668

Wind River Systems Inc.          Trade Debt              $98,543

UPS Supply Chain Solutions       Trade Debt              $97,898

CDW Computer Centers Inc.        Trade Debt              $91,967

Duke Realty Corporation          Real Property           $71,591
                                 Lease

Fritz Air Freight                Trade Debt              $59,920
(Taiwan) Ltd. - Wt

EDO/TSO                          Trade Debt              $58,862

American Express                 Trade Debt              $57,291


RHODES INC: Names Joel Dugan President & Chief Executive Officer
----------------------------------------------------------------
Rhodes, Inc., has named Joel H. Dugan as its Chief Executive
Officer and President effective July 5, 2005.  Mr. Dugan, a
veteran member of Rhodes' management team, currently serves as the
Company's Chief Financial Officer and has been employed by Rhodes
since 1985.  Rhodes is in the process of formulating its
Chapter 11 reorganization plan and expects to emerge from
bankruptcy by early fall.

Rhodes' current CEO, Steven S. Fishman, has accepted a position as
Chairman, Chief Executive Officer and President of Big Lots, Inc.
He will assume that position effective July 6, 2005.  Mr. Fishman
will continue to serve on Rhodes, Inc.'s board of directors.
"Rhodes is well positioned to emerge from Chapter 11, having
successfully implemented a substantial portion of its
reorganization strategy.  Given his long history with Rhodes and
his significant involvement in the reorganization process to date,
Joel is particularly well equipped to lead this Company out of
bankruptcy" stated Mr. Fishman.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


ROTECH HEALTHCARE: Restating Financials to Correct Acctg. Errors
----------------------------------------------------------------
The Audit Committee of Rotech Healthcare Inc.'s (Pink Sheets:ROHI)
Board of Directors -- together with the Company's management --
have concluded that the Company will restate its financial
statements for the years ended Dec. 31, 2004 and 2003 and the nine
months ended Dec. 31, 2002, and for each of the quarterly periods
during those years.  The restatements will correct the errors
identified in calculating reserves for contractual allowances and
bad debts.

These errors in calculating reserves began in 2001 with the
Company's predecessor, Rotech Medical Corporation, which was a
subsidiary of Integrated Health Services, Inc., and were reflected
in the predecessor's financial statements and continued in the
Company's financial statements through 2004.  Accordingly, these
Company financial statements and the related reports of the
independent registered public accounting firm should no longer be
relied upon because of these errors.  Management and the Audit
Committee have discussed these matters with the Company's
independent registered public accounting firm, Deloitte & Touche
LLP.  The restatement is not expected to have an impact on the
Company's cash balances.  In addition, in connection with the
results of the abovementioned evaluation, the Company expects that
it will change its estimate of the accounts receivable reserve
effective in the first quarter of 2005.

The Company will file an amended annual report on Form 10-K/A for
the year ended Dec. 31, 2004, with the Securities and Exchange
Commission to address the errors described above and to present
restated financial information for the periods presented in such
report.  ALso, the Company will be correcting the selected
financial information of its predecessor for the year ended
December 31, 2001 and the three months ended March 31, 2002
included in the Company's 2004 Form 10-K.

                        Technical Default

The Company will be further delayed in filing its Form 10-Q for
the quarter ended March 31, 2005, due to the pending restatement
referenced above.  As previously reported, the delay in this
filing has resulted in a technical default under the Company's
credit agreement and indenture, which default is subject to a cure
period through June 15 under the credit agreement and through July
15 under the indenture.  If the default extends beyond the
applicable cure periods, the Company will seek a waiver to avoid
an event of default.

The Company is currently analyzing the impact of the above
referenced accounting together with other events as they relate to
the Company's previously announced 2005 earnings per share
guidance and at this time believes that such guidance is no longer
accurate and therefore should not be relied upon.

                  Postponement of Annual Meeting

As a result of the accounts receivable reserve review referenced
above, the Company is postponing its 2005 Annual Meeting of
Stockholders which was previously scheduled for June 29, 2005.
The record date of May 2, 2005, used to determine the stockholders
that are entitled to notice of and to vote at the Annual Meeting
will also be changed.  The Board of Directors believes that it is
in the best interests of the stockholders to postpone the Annual
Meeting until after the Company files its amended annual report on
Form 10-K/A for the year ended Dec. 31, 2004, with the SEC as
described above.

On May 2, 2005, the Company filed a definitive proxy statement
with the SEC relating to the Company's Annual Meeting.  The
Company intends to file an amended proxy statement with the SEC to
reflect, among other things, the rescheduled date for the Annual
Meeting and the new record date for the Annual Meeting as
discussed above.

Rotech Healthcare Inc. is a leading provider of home respiratory
care and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary diseases
(COPD).  The Company provides its equipment and services in 48
states through approximately 475 operating centers, located
principally in non-urban markets.  The Company's local operating
centers ensure that patients receive individualized care, while
its nationwide coverage allows the Company to benefit from
significant operating efficiencies.

                        *     *     *

Rotech was part of Integrated Health Services, Inc., and filed for
chapter 11 protection on Feb. 2, 2000 (Bankr. D. Del. Case Nos.
00-00389 through 00-00825).  Judge Walrath confirmed a separate
standalone plan of reorganization for Rotech on Feb. 13, 2002, and
Rotech emerged from chapter 11 independent of IHS on March 26,
2002.

Deloitte & Touche LLP serves as Rotech's auditors.  Rotech's
balance sheet dated Dec. 31, 2004, shows $1 billion in assets and
$446 million in liabilities.

ROTECH HEALTHCARE INC., is the borrower under a $275,000,000
Credit Agreement, dated as of March 26, 2002 (as twice amended)
with UBS WARBURG LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as
joint lead arrangers and joint bookrunners, GOLDMAN SACHS CREDIT
PARTNERS L.P., as Syndication Agent, THE BANK OF NOVA SCOTIA,
DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc
Alex. Brown Inc.) and GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agents, GENERAL ELECTRIC CAPITAL CORPORATION, as
Collateral Agent, and UBS AG, STAMFORD BRANCH, as Administrative
Agent.


SALTON INC.: Recalls 100,000 Coffee Makers from Sears Stores
------------------------------------------------------------
Salton, Inc., is voluntarily recalling approximately 100,000
Kenmore(R) 12-Cup Percolator, Model No. KCP12, manufactured for
Salton by Chiaphua Industries Limited, and distributed only
through Sears due to a risk that the Percolator may leach lead.
Lead exposure may cause injury to pregnant women.  Salton, Inc.,
says it has not received any inquiries or complaints about the
Percolator.

The affected Percolators are the Kenmore(R) 12-Cup Percolators,
Model No. KCP12 shipped in limited quantities only during the
period between July 2001 and April 2004.  The affected Percolators
were sold in the United States through Sears stores during that
same period of time.

                       Liquidity Problems

Salton, which makes a wide variety of kitchen appliances,
including George Foreman grills, has $125 million of 10-3/4%
senior subordinated notes coming due in December.  Salton doesn't
have the cash to make the payment.  Silver Point Finance LLC
provides the company with working capital financing under the
terms of an Amended and Restated Credit Agreement, dated as of May
9, 2003.  Salton Europe, Limited, the Company's wholly owned
subsidiary, obtains working capital financing under an agreement
with Hong Kong Shanghai Bank.

Salton has retained Houlihan Lokey Howard & Zukin for financial
advice.

Third Point LLC, a large holder of Salton debt, has joined with
other bondholders, and retained legal counsel and financial
advisors, according to a report from Harris Rubinroit at Bloomberg
News.

                       About Salton, Inc.

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, home decor and personal
care products. Our product mix includes a broad range of small
kitchen and home appliances, tabletop products, time products,
lighting products, picture frames and personal care and wellness
products. We sell our products under our portfolio of well
recognized brand names such as Salton, George Foreman,
Westinghouse(TM), Toastmaster, Melitta, Russell Hobbs, Farberware,
Ingraham and Stiffel. The company believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with customer base and
focused outsourcing strategy.

                         *     *     *

As reported in the Troubled Company Reporter's Nov. 25, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
rating on small appliance manufacturer Salton Inc. to 'CCC' from
'CCC+', and lowered its subordinated debt rating to 'CC' from
'CCC-'.

The outlook on Lake Forest, Illinois-based Salton is negative.
Total debt outstanding as of October 2, 2004, was $490.0 million.

"The downgrade is based on Salton's increasingly constrained
liquidity and lower prospects for improving profitability for the
upcoming Christmas selling season," said Standard & Poor's credit
analyst Martin S. Kounitz.  The ratings reflect Salton's weak
liquidity, a result of increasingly challenging conditions in the
small appliance market.


SONICBLUE INC: Wants Exclusive Filing Period Extended to July 18
----------------------------------------------------------------
SONICblue Incorporated and its debtor-affiliates and its Official
Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for
the Northern District of California to approve a Sixth Stipulation
calling for the extension of their exclusive right to file a joint
chapter 11 plan through and including July 18, 2005.

The Debtors and the Committee also ask the Court for more time to
solicit acceptances of that plan from their creditors, through
Sept. 19, 2005.

The Debtors and the Committee explain that they have been actively
evaluating, litigating and settling objections to claims and as
result of their efforts, more than $149,000,000 in claims have
been disallowed, subordinated or withdrawn to date.

The Debtors and the Committee are currently involved in litigation
regarding claims of more than $70 million filed by VIA Inc., and
S3 Graphics Ltd. against the Debtors' estates.

The Debtors and the Committee give the Court three reasons why the
extension is warranted:

   a) before they can propose a joint chapter 11 plan, they must
      complete the review of the claims filed, resolve objections
      to disputed claims and determine the total amount, number
      and type of claims or interests that must be treated under
      the proposed chapter 11 plan;

   b) the ongoing litigation against VIA, Inc. and S3 Graphics
      must first be resolved because those two claims are critical
      to the distribution projections under the proposed plan; and

   c) until all the claims are fully resolved, any liquidating
      chapter 11 plan the Debtors and the Committee will propose
      will not be complete and be subjected to modifications that
      will significantly increase administrative expenses for the
      Debtors' estates.

Headquartered in Santa Clara, California, SONICblue Incorporated
is involved in the converging Internet, digital media,
entertainment and consumer electronics markets.  The Company,
together with three of its wholly owned subsidiaries, Diamond
Multimedia Systems, Inc., ReplayTV, Inc., and Sensory Science
Corporation, filed for chapter 11 protection on March 21, 2003
(Bankr. N.D. Calif. Case No. 03-51775).  When the Debtors filed
for protection from their creditors, they listed total assets of
$342,871,000 and total debts of $335,473,000.


TOYS 'R' US: Posts $41 Million Net Loss for First Quarter 2005
--------------------------------------------------------------
Toys "R" Us, Inc., reported results for its first quarter ended
April 30, 2005.  Total net sales were $2.132 billion for the first
quarter, up 3.6% from $2.058 billion for the first quarter of
2004.  Total net sales for the first quarter 2005 include $25
million due to the impact of currency translation, while net sales
in the 2004 first quarter included $27 million from the now closed
Kids "R" Us business.  Excluding these amounts, net sales
increased 3.7% in the first quarter of 2005.

The Company reported a net loss of $41 million for the first
quarter of 2005, compared with a net loss of $28 million, for the
same period last year.  The 2004 operating results have been
restated to reflect a correction in the Company's accounting
practices for leases and leasehold improvements.

In the U.S. Toy Store division, comparable store sales decreased
0.7% for the first quarter of 2005.  Sales of video merchandise
increased 14%; however, sluggish sales in the seasonal and
juvenile products contributed to the overall sales decline.
Operating loss for the first quarter was $32 million versus a loss
of $15 million in 2004.  A decline in net margins, due primarily
to the increase in sales of lower margin video products, more than
offset the overall expense savings that were achieved.

In the International division, comparable toy store sales in local
currencies increased 4.2% during the first quarter.  Total net
sales were $463 million this year, up from $416 million last year,
an 11.3% increase. Excluding the impact of currency translation,
total net sales in the International division increased 5.3% to
$438 million.  Operating losses for the quarter were $20 million
versus a loss of $14 million last year.  Although foreign currency
translation had an impact on sales, it had no impact on the
overall operating results of the international division.

At Babies "R" Us, comparable store sales increased 4.3% during the
first quarter.  Total net sales increased by 10.4% to $542 million
versus $491 million for the same period last year.  Operating
earnings increased to $65 million for the first quarter, a 3.2%
increase versus the same period last year.  Babies "R" Us opened 2
new stores during the first quarter.

At Toysrus.com, first quarter 2005 net sales increased 20.8% to
$64 million compared to $53 million for the first quarter of 2004.
Sales were strong across all product categories at Toysrus.com,
with the juvenile and toy businesses each posting more than 20%
gains. The operating loss for first quarter of 2005 was reduced to
($2) million from ($5) million for the first quarter 2004.

On March 17, 2005, Toys "R" Us entered into a definitive agreement
to sell its entire worldwide operations, including both its global
Toys "R" Us and Babies "R" Us businesses, to an investment group
consisting of affiliates of Bain Capital Partners LLC, Kohlberg
Kravis Roberts & Co., L.P., and Vornado Realty Trust (NYSE: VNO),
for $26.75 per share.  The Company has scheduled a meeting of its
stockholders on Thursday, June 23, 2005 for the purpose of
adopting the merger agreement.  Further details on the special
stockholders' meeting are available in the Company's proxy
statement, which has been filed with the Securities and Exchange
Commission.

John Eyler, Chairman and Chief Executive Officer, commented, "We
continue to maintain a solid balance sheet and substantial
liquidity.  We ended the first quarter with $1.9 billion of cash
and cash equivalents, a $1 billion increase from our first quarter
last year."

Mr. Eyler added, "The Company continues to expect to complete the
merger by the end of July 2005, subject to the adoption of the
merger agreement by the Company's stockholders and the
satisfaction of other closing conditions."

                      About the Company

Toys "R" Us, Inc., is one of the leading specialty toy retailers
in the world.  It currently sells merchandise through more than
1,500 stores, including 680 toy stores in the U.S. and
608 international toy stores, including licensed and franchise
stores as well as through its Internet sites at
http://www.toysrus.com/and http://www.imaginarium.com/and
http://www.sportsrus.com/
Babies "R" Us, a division of Toys "R" Us, Inc., is the
largest baby product specialty store chain in the world and a
leader in the juvenile industry, and sells merchandise through 219
stores in the U.S. as well as on the Internet at
http://www.babiesrus.com/

                        *     *     *

As reported in the Troubled Company Reporter on March 21, 2005,
Fitch Ratings believes that Toys 'R' Us, Inc., could be
downgraded, and possibly into the 'B' category, following the
sale of the company to a joint venture formed by affiliates of
Kohlberg Kravis Roberts & Co., Bain Capital Partners LLC, and
Vornado Realty Trust.

This investor group has agreed to acquire TOY for $6.6 billion
and assume TOY's debt, which totals approximately $2.3
billion.  TOY's senior notes are currently rated 'BB' by Fitch and
remain on Rating Watch Negative, where they were placed in August
2004.  It is currently expected that the acquisition will be
financed with a material debt component.  Vornado separately
announced this morning that it will be investing $450 million for
a one-third interest in the acquiring joint venture, implying a
total equity component of $1.35 billion.  This, in turn, implies a
debt component of the purchase price in excess of $5 billion.

This amount of debt would push TOY's adjusted debt/EBITDAR to
around nine times on a pro forma basis from around 5.0 times in
the twelve months ended Oct. 30, 2004.  It is possible that the
company will raise additional equity or engage in asset sales,
with the proceeds used to reduce acquisition debt.  Nonetheless,
the Rating Watch Negative status reflects the expectation that
without a significant equity component to the financing, a
downgrade of potentially several notches would likely be
warranted.  Fitch will base its final rating decision on an
assessment of the structure and financial profile of the
acquiring entity.  Fitch will also continue to evaluate trends in
TOY's operations, which remain pressured by competition from the
discounters and general weakness in toy retailing.


TRANSTECH INDUSTRIES: Settles Claims with Insurance Carriers
------------------------------------------------------------
Robert V. Silva, President and Chief Executive Officer of
Transtech Industries, Inc. (OTC BB:TRTI) said that the Company
settled claims filed against the estates of four insolvent excess
insurance carriers.  The estates pay a percentage of the agreed
claim amount based upon projected assets and claims against such
assets.  The Company received a payment of approximately
$2.7 million, representing approximately 62% of the aggregate
amount of the claims against the four estates.  The claim proceeds
will be subject to federal and state income taxes.

Further claims against the estates have been barred in accordance
with their liquidation plans, and there are no assurances that
additional distributions will be paid by the estates.  One
management firm administers the affairs of the four estates.

The four insolvent excess insurers were among the excess insurers
named as defendants in the suit brought by the Company in 1995
which sought reimbursement of past remediation costs.  A
settlement was reached with the majority of the defendant carriers
during October 2001.

A portion of the claim proceeds, $250,000 less related legal fees,
will be shared with a group of companies participating in the
remediation of a site in Carlstadt, New Jersey in accordance with
a 1995 agreement, as amended, that resolved litigation regarding
the allocation of that site's remediation costs.

                  Liquidity and Capital Resources

The Company faces significant short-term and long-term cash
requirements for:

     (i) funding its professional and administrative costs,

    (ii) federal income taxes and interest, and

   (iii) funding post-closure costs and other expenses associated
         with sites of past operations.

The Company owes the Internal Revenue Service approximately $1.5
million as a result of the settlement of issues before the U.S.
Tax Court regarding the Company's income tax liability for the
years 1980 through 1991.  The Company's past participation in the
waste handling, treatment and disposal industries subjects the
Company to future events or changes in environmental laws or
regulations, that cannot be predicted at this time, which could
result in material increases in post-closure costs, and other
potential liabilities that may ultimately result in costs and
liabilities in excess of its available financial resources.

                     Bankruptcy Warning

The Company continues to pursue the sale of certain assets
and claims against non-settling excess insurers, however, no
assurance can be given that the timing and amount of the proceeds
from such sales and claims will be sufficient to meet the cash
requirements of the Company as they come due.  In addition, the
Company cannot ascertain whether its remaining operations and
funding sources will be adequate to satisfy  its  future  cash
requirements.

In the event of an unfavorable resolution of the Company's
challenge to the arbitrator's award to SCA Services, Inc., and
claims made against the Company by the United States Environmental
Protection Agency, or should the proceeds of asset sales and
claims against the estates of certain excess insurance carriers be
insufficient to meet the Company's future cash requirements,
including its tax liabilities, then, if other alternatives are
unavailable at that time, the Company will be forced to consider a
plan of liquidation of its remaining assets, whether through
bankruptcy proceedings or otherwise.

Headquartered in Piscataway, New Jersey, Transtech Industries,
through its subsidiaries, generates electricity utilizing methane
gas, supervises and performs landfill monitoring and closure
procedures and manages methane gas recovery operations.


UAL CORP: Wants Exclusive Right to File Plan Until Sept. 1
----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, UAL
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for another extension
of the exclusive period to file and solicit acceptances for a
Chapter 11 Plan of Reorganization.  The Debtors want their
Exclusive Plan Filing Period extended until September 1, 2005, and
their Exclusive Solicitation Period extended until November 1,
2005.

According to James H.M. Sprayregen, Esq., at Kirkland & Ellis, in
Chicago, Illinois, "these past 60 days have been well spent."
The Debtors have a global settlement with the Pension Benefit
Guaranty Corporation, a new collective bargaining agreement with
the Aircraft Mechanics Fraternal Association, and an agreement in
principle with the International Association of Machinists.  The
Debtors' labor cost restructuring is largely complete.

The Debtors have altered course in their litigation and
negotiation with the Aircraft Trustees.  The Debtors' recent
concessions to the Trustees, namely dropping the antitrust
complaint, should pave the way for constructive negotiations.

These achievements another extension of the Exclusive Periods,
Mr. Sprayregen insists.  The Debtors will work with their
stakeholders to develop and articulate a business plan, obtain
exit financing commitments, formulate a plan of reorganization,
complete the plan voting and confirmation process, and emerge
from bankruptcy.  The Debtors intend to seek another extension
before the August 26, 2005 omnibus hearing that will detail this
timeline.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

UAL CORP: Court Okays Pact Resolving CIT Financial's $1.2M Claim
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Northern
District of Illinois to enter into a stipulation with CIT
Communications Finance Corporation, doing business as Avaya
Financial Services.

On Nov. 10, 1992, the Debtors and CIT, as successor-in-interest to
Newcourt Communications Finance Corporation, successor-in-interest
to AT&T Credit Corporation, entered into a Master Equipment Lease
Agreement, whereby CIT provided financing for certain
communication and other related equipment to the Debtors.

On May 29, 2003, CIT filed a claim against the Debtors for
$1,241,008 for a contingent, unliquidated claim relating to
future obligations under the Lease.

Under the Stipulation, the Debtors will assume the Lease and CIT
will release the Debtors from the Claim.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: PBGC Says Pension Funding Data Reported is Inaccurate
---------------------------------------------------------------
Bradley D. Belt, Executive Director of the Pension Benefit
Guaranty Corporation, disclosed at a hearing before the Senate
Committee on Finance on June 7, 2005, that during the period from
2000 onward, when the true funded status of each of United Air
Lines' pension plans was deteriorating and the financial health
of the company was becoming more precarious, United:

     1.  put little if any cash into its pension plans;

     2.  rarely made a deficit reduction contribution;

     3.  never provided any notices of underfunding to
         participants; and

     4.  almost never paid a variable rate premium.

This allowed United to claim that its pension plans were "fully
funded" on a current liability basis.

United's plans currently have an aggregate shortfall of almost
$10 billion and an aggregate funded ratio of 41%.

According to Mr. Belt, United offers important lessons that
illustrate the flaws in current law and which should serve as
guide in the reformation of the defined benefit system and
pension insurance program.

Mr. Belt explained that the current funding rules have failed to
ensure that companies make good on the commitments they make to
their workers and retirees.  The rules even allow companies to
make new benefit promises when their plans do not have enough
assets to meet existing obligations.

Mr. Belt said that there are several aspects of the current
funding rules that contributed to the disaster scenario,
including the use of credit balances and the ability to "smooth"
assets and liabilities.

Just at the point in time when contributions to the plans were
most needed as asset values were falling and liabilities growing,
Mr. Belt pointed out that United was able to use credit balances
built up during the 1990s bull market to avoid putting cash into
the plans.  Notwithstanding the fact that the United pilots plan
is underfunded by almost $3 billion, the company has not made,
and has not been required to make, a cash contribution to that
plan for the years 2000 through 2004 -- and none would have been
required until the end of 2005.

"Some have argued that without credit balances, companies will
have no incentive to make more than the required minimum
contribution during good times," Mr. Belt said.  "We believe the
Administration's proposal provides ample incentives to
appropriately fund pension plans."

Mr. Belt also noted that plans can smooth assets over five years
and can smooth liabilities based on a four-year weighted average
interest rate.  "Those who want to retain these mechanisms argue
that it is necessary to reduce volatility.  But, of course, the
volatility isn't reduced, it is simply masked -- hidden from the
view of participants."

The smoothed asset and liability calculations not only allowed
companies to report a distorted funded ratio, Mr. Belt explained,
it also enabled them to avoid the deficit reduction contribution
requirements, the variable rate premium, and the notice to
participants.

These issues are hardly unique to United, according to Mr. Belt.

A full-text copy of Bradley Belt's testimony is available at no
charge at:

      http://www.pbgc.gov/news/speeches/testimony_060705.htm

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIHEALTH SERVICES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Unihealth Services Inc.
        dba Mediclinic
        15103 Jones Road
        Houston, Texas 77070

Bankruptcy Case No.: 05-39109

Type of Business: The Debtor operates several industrial and
                  emergency clinics.

Chapter 11 Petition Date: June 9, 2005

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Roger H. Broach, Esq.
                  P.O. Box 56143
                  Houston, Texas 77256-6143
                  Tel: (281) 820-4878

Total Assets: $30,000

Total Debts:  $1,000,000

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


UNITED PRODUCERS: Wants Bartlett Benner as Real Estate Brokers
--------------------------------------------------------------
United Producers, Inc., and its debtor-affiliate, ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Eastern
Division, for permission to employ Bartlett Benner Realty as their
Special Real Estate Broker.

The Debtors' want to list and sell their property located in 450
South Maple Drive, Lancaster, Ohio, for $450,000.

Bartlett Benner is expected to:

    (a) list and sell the Debtors' property;

    (b) select the title and surveyor, and review title insurance
        commitments, title insurance policies, surveys and other
        matters of public record;

    (c) assist in the drafting, reviewing and negotiating real
        estate purchase and sale agreements;

    (d) prepare and review closing statements;

    (e) prepare and review transfer documents including bills of
        sale, deeds, affidavits, and corporate resolutions and
        incumbency certificates;

    (f) prepare escrow closing instructions to title insurers; and

    (g) consult with the Debtors' concerning the proposed real
        estate transaction.

Gary Bartlett, a broker at Bartlett Benner, tells the Court that
the Firm will be paid at 5% of the selling price.

The Debtors' believe 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.


UNOVA INC: Good Revenue Growth Prompts S&P's Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Everett, Washington-based UNOVA, Inc., and
revised its outlook to positive from stable.  The outlook revision
reflects good revenue growth and an improving financial profile.

"The rating on UNOVA Inc. reflects a relatively narrow business
profile, competitive market conditions, and ongoing product
development requirements, driven by evolving technology
standards," said Standard & Poor's credit analyst Martha Toll-
Reed.  These factors partly are offset by a good market position,
a diversified customer base, and an improving financial profile.

UNOVA is a global provider of supply chain solutions, including
the development, sales, and integration of wired and wireless
automated data collection, radio frequency identification tags,
mobile computing systems, bar code printers, and label media.
These products are used primarily for the routing and distribution
of goods, inventory management, transportation, and logistics.
Effective in the fourth quarter of 2004, UNOVA committed to a plan
to sell its industrial automation systems businesses, and has
classified them as discontinued operations.  UNOVA reported
revenues from discontinued operations of $471 million in fiscal
2004, and a pre-tax loss from discontinued operations in each of
the past three years.

Double-digit revenue growth is expected to be driven by customers'
need to maximize supply chain efficiency, increasing market
interest in RFID technology, and UNOVA's expanding international
presence.  EBITDA margins (adjusted for discontinued operations
and capitalized operating leases, and excluding intellectual
property settlement payments) were adequate for the rating at 8%
in fiscal 2004.  Revenue growth and profitability are expected to
benefit from greater management focus on the core business; the
exit from the IAS business is expected to be completed in fiscal
2005.


WATTSHEALTH FOUNDATION: Look for Bankruptcy Schedules on Aug. 1
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, gave WATTSHealth Foundation, Inc., dba UHP
Healthcare, more time to file its Schedules of Assets and
Liabilities, Statements of Financial Affairs and Statements of
Executory Contracts and Unexpired Leases.  The Debtor has until
Aug. 1, 2005, to file those documents.

The Debtor explains that because it filed its bankruptcy case on
an emergency basis, it was not able to make advance preparations
for all the documents required for its bankruptcy filing,
including the Schedules and Statements.

Since the Petition Date, the Debtor's executives and staff have
devoted substantial time and effort in preparing the Schedules and
Statements, but the Debtor still cannot file those documents
within the 15-day period after the bankruptcy filing.  This is
because the Debtor's personnel had to focused first on preserving
the confidence of members and providers and ensuring the continued
and uninterrupted operation of its medical services.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WINN-DIXIE: Hires Blackstone Group as Restructuring Consultant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved Winn-Dixie Stores, Inc., and its debtor-affiliates'
modified application to employ The Blackstone Group, L.P., as
their restructuring consultant.

The Blackstone Group, L.P., will not be required to maintain time
records or receipts for expenses in amounts less than $75.  All
requests of Blackstone for payment of indemnity will be made by
means of an application and will be subject to review by the
Court.

With respect to a Transaction Fee relating to stores sold during
the enterprise phase of the Debtors' sale process, the Court
entitles Blackstone a Transaction Fee only in the event the
winner bidder is listed in Blackstone's Revised Engagement
Letter.  In that event, DJM Asset Management, LLC, and the Food
Partners, LLC, will receive from Blackstone a marketing fee equal
to 50 basis points of the Transaction Fee.

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 OKs Panel's Retention of A&M as Advisor
---------------------------------------------------------
The Honorable Judge Funk gave permission to the Official Committee
of Unsecured Creditors of Winn-Dixie Stores, Inc., and its debtor-
affiliates to retain Alvarez & Marsal, LLC, as the panel's
operation and real estate advisor as of March 4, 2005.

In the event the Court confirms a plan of reorganization of the
Debtors that provides that all unsecured creditors are paid in
full in cash, then the maximum restructuring fee payable to A&M
will $1,250,000.

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 OKs Panel's Retention of Houlihan as Advisor
--------------------------------------------------------------
The Honorable Judge Funk gave permission to the Official Committee
of Unsecured Creditors of Winn-Dixie Stores, Inc., and its debtor-
affiliates to retain Houlihan Lokey & Zukin Capital as the panel's
financial advisor effective as of March 3, 2005.

All compensation and reimbursement of expenses to be paid to
Houlihan Lokey will be subject to prior Court approval and only
the Unites States Trustee will retain the right to object to the
firm's fee applications.

The maximum distribution fee payable to Houlihan Lokey will be
$3,750,000, in the event a plan of reorganization is confirmed by
the U.S. Bankruptcy Court for the Middle District of Florida that
provides all unsecured creditors to be paid in full.

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).


WSNET HOLDINGS: Court Approves Disclosure Statement
---------------------------------------------------
The Honorable Larry E. Kelly of the U.S. Bankruptcy Court for the
Western District of Texas approved, on June 6, 2005, the
Disclosure Statement explaining the Plan of Liquidation in WSNet
Holdings, Inc.'s chapter 11 case.  CRT Satellite Investors LLC and
Digital Satellite Lenders LLC filed the Liquidation Plan and the
Disclosure Statement on April 19, 2005.

Judge Kelly rules that the Disclosure Statement contains the right
amount of the right kind of information to allow the creditors to
make an informed decision about the Liquidation Plan.  The Plan
Proponents are now authorized to distribute the Disclosure
Statement to solicit acceptances from the Company's creditors.

The Plan Proponents are respondents to a lawsuit commenced by the
Debtor's shareholders in the 200th Judicial District Court of
Travis County, Texas (Case No. GN200604).  The Plan Proponents are
also respondents to an adversary proceeding commenced by the
Debtor's chapter 11 Trustee, Joseph D. Martinec.

The Adversary Proceeding seeks to recharacterize the debts owed to
the Plan Proponents' as equity.  If the Plan takes effect, the
Plan Proponents agree to subordinate their claims to general
unsecured claims.  CRT Satellite asserted a $56,837,167 claim
against the Debtor.  Digital Satellite filed a $4,395,521 proof of
claim.

The Chapter 11 Trustee has filed an objection to the Plan
Proponents' claims.

                   Terms of the Plan

The Plan Proponents offer to fund the Plan for $500,000 to pay
administrative claims, allowed priority claims and general
unsecured claims in exchange for:

   * settlement and dismissal of the State Court Action;

   * settlement and dismissal of the Equitable Subordination
     Action; and

   * dismissal of the Chapter 11 Trustee's Claims Objection.

The Plan Proponents' counsel -- Stephanie S. Rosenberg, Esq., at
Bracewell & Guiliani LLP, in Houston, Texas -- tells the Court
that the Debtor owns no meaningful assets, as it is simply a shell
holding company for World Satellite Network, Inc.  The Debtor has
never had any operations and merely owns World Satellite's stock.
World Satellite's stock will be cancelled under World Satellite's
liquidation plan.

Administrative claims -- the Chapter 11 Trustee's attorney's fees,
totaling about $442,000 -- will be paid in full out of the Plan
Fund.  General unsecured claims, comprised of settlement claims
aggregating around $13,000 plus interest at the prime rate, will
be paid in full on the effective date of the Plan.

Motorola, holding a $10,000,000 subordinated claim, will get
nothing.

Equity interests will be cancelled.

The Court will consider confirmation of the Liquidation Plan on
June 27, 2005.

WSNet Holdings, Inc., through its subsidiary World Satellite
Network, Inc., provides satellite TV to cable companies.
Franchise and independent cable companies throughout the country
contract with WSNet to provide the programming, which they later
distribute to individual customers.  The company offers nearly 200
channels of programming and serves more than 750,000 customers.
WSNet Holdings and World Satellite filed for chapter 11 on Oct.
21, 2002 (Bankr. W.D. Tex. Case No: 02-14228).  J. Maxwell Tucker,
Esq., and Jeff Carruth, Esq., at Winstead, Sechrest & Minick, P.C.
represent the Debtors in their restructuring efforts.


* BOND PRICING: For the week of June 6 - June 10, 2005
------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
AAIPharma Inc.                        11.000%  04/01/10    48
ABC Rail Product                      10.500%  01/15/04     0
ABC Rail Product                      10.500%  12/31/04     0
Adaptec Inc.                           0.750%  12/22/23    75
Adelphia Comm.                         3.250%  05/01/21     5
Adelphia Comm.                         6.000%  02/15/06     5
Aetna Industries                      11.875%  10/01/06     7
Allegiance Tel.                       11.750%  02/15/08    25
Allegiance Tel.                       12.875%  05/15/08     1
Allied Holdings                        8.625%  10/01/07    37
Amer. Color Graph.                    10.000%  06/15/10    71
Amer. Plumbing                        11.625%  10/15/08    14
Amer. Restaurant                      11.500%  11/01/06    61
Amer. Tissue Inc.                     12.500%  07/15/06     2
American Airline                       7.377%  05/23/19    68
American Airline                       7.379%  05/23/16    68
American Airline                       8.839%  01/02/17    74
American Airline                       8.800%  09/16/15    74
American Airline                      10.180%  01/02/13    72
American Airline                      10.600%  03/04/09    66
American Airline                      10.680%  03/04/13    65
AMR Corp.                              9.200%  01/30/12    74
AMR Corp.                              9.750%  08/15/21    68
AMR Corp.                              9.800%  10/01/21    67
AMR Corp.                              9.880%  06/15/20    63
AMR Corp.                             10.000%  04/15/21    75
AMR Corp.                             10.125%  06/01/21    68
AMR Corp.                             10.150%  05/15/20    60
AMR Corp.                             10.200%  03/15/20    68
AMR Corp.                             10.400%  03/15/11    62
AMR Corp.                             10.450%  11/15/11    63
Anadigics                              5.000%  10/15/09    69
Apple South Inc.                       9.750%  06/01/06     6
Archibald Candy                       10.000%  11/01/07     2
AT Home Corp.                          0.525%  12/28/18    24
AT Home Corp.                          4.750%  12/15/06    32
ATA Holdings                          12.125%  06/15/10    42
ATA Holdings                          13.000%  02/01/09    42
Atlantic Coast                         6.000%  02/15/34    15
Atlas Air Inc.                         8.770%  01/02/11    29
Autocam Corp.                         10.875%  06/15/14    53
B&G Foods Holding                     12.000%  10/30/16     8
Bank New England                       8.750%  04/01/99     9
Bank New England                       9.500%  02/15/96     8
BBN Corp.                              6.000%  04/01/12     0
Broadband Tech.                        5.000%  05/15/01     0
Burlington Northern                    3.200%  01/01/45    64
Burlington Inds.                       7.250%  08/01/27     4
Calpine Corp.                          4.750%  11/15/23    60
Calpine Corp.                          7.750%  04/15/09    59
Calpine Corp.                          7.875%  04/01/08    61
Calpine Corp.                          8.500%  07/15/10    71
Calpine Corp.                          8.500%  02/15/11    59
Calpine Corp.                          8.625%  08/15/10    59
Calpine Corp.                          8.750%  07/15/07    64
Calpine Corp.                          8.750%  07/15/13    70
Calpine Corp.                          9.875%  12/01/11    71
Charter Comm Hld.                      8.625%  04/01/09    73
Charter Comm Hld.                      9.625%  11/15/09    73
Charter Comm Hld.                     10.000%  05/15/11    72
Charter Comm Hld.                     10.250%  01/15/10    73
Charter Comm Hld.                     11.125%  01/15/11    72
Charter Comm Inc.                      5.875%  11/16/09    58
Ciphergen                              4.500%  09/01/08    72
Coeur D'Alene                          1.250%  01/15/24    69
Collins & Aikman                      10.750%  12/31/11    42
Comcast Corp.                          2.000%  10/15/29    43
Comdisco Inc.                          7.230%  08/16/01     0
Comprehens Care                        7.500%  04/15/10     0
Continental Airlines                   7.461%  04/01/13    73
Covad Communication                    3.000%  03/15/24    65
Covanta Energy                         7.500%  03/15/12    69
Cray Research                          6.125%  02/01/11    42
Curagen Corp.                          4.000%  02/15/11    63
Curagen Corp.                          4.000%  02/15/11    65
Delta Air Lines                        2.875%  02/18/24    31
Delta Air Lines                        7.299%  09/18/06    56
Delta Air Lines                        7.711%  09/18/11    50
Delta Air Lines                        7.779%  01/02/12    57
Delta Air Lines                        7.900%  12/15/09    41
Delta Air Lines                        7.920%  11/18/10    50
Delta Air Lines                        8.000%  06/03/23    38
Delta Air Lines                        8.300%  12/15/29    28
Delta Air Lines                        8.540%  01/02/07    45
Delta Air Lines                        8.540%  01/02/07    33
Delta Air Lines                        8.540%  01/02/07    70
Delta Air Lines                        9.000%  05/15/16    31
Delta Air Lines                        9.200%  09/23/14    30
Delta Air Lines                        9.250%  03/15/22    28
Delta Air Lines                        9.300%  01/02/10    68
Delta Air Lines                        9.300%  01/02/11    32
Delta Air Lines                        9.320%  01/02/09    42
Delta Air Lines                        9.480%  06/05/06    66
Delta Air Lines                        9.750%  05/15/21    29
Delta Air Lines                       10.000%  08/15/08    42
Delta Air Lines                       10.000%  06/01/10    36
Delta Air Lines                       10.000%  06/18/13    50
Delta Air Lines                       10.000%  12/05/14    35
Delta Air Lines                       10.060%  01/02/16    50
Delta Air Lines                       10.125%  05/15/10    40
Delta Air Lines                       10.140%  08/26/12    47
Delta Air Lines                       10.375%  02/01/11    41
Delta Air Lines                       10.375%  12/15/22    34
Delta Air Lines                       10.430%  01/02/11    53
Delta Air Lines                       10.790%  09/26/13    37
Delta Air Lines                       10.790%  09/26/13    36
Delta Air Lines                       10.790%  03/26/14    30
Delta Air Lines                       10.790%  03/26/14    37
Delphi Auto System                     7.125%  05/01/29    70
Delphi Corp.                           6.500%  08/15/13    74
Delphi Trust II                        6.197%  11/15/33    51
Diva Systems                          12.625%  03/01/08     0
Dura Operating                         9.000%  05/01/09    72
Dura Operating                         9.000%  05/01/09    69
DVI Inc.                               9.875%  02/01/04     8
Dyersburg Corp.                        9.750%  09/01/07     0
Eagle-Picher Inc.                      9.750%  09/01/13    68
Eagle Food Center                     11.000%  04/15/05     0
Emergent Group                        10.750%  09/15/04     0
Epic Resorts LLC                      13.000%  06/15/05     2
Evergreen Intl. Avi.                  12.000%  05/15/10    70
Exodus Comm. Inc.                      5.250%  02/15/08     0
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09    42
Fedders North Am.                      9.875%  03/01/14    61
Federal-Mogul Co.                      7.375%  01/15/06    24
Federal-Mogul Co.                      7.500%  01/15/09    23
Federal-Mogul Co.                      8.120%  03/06/03    28
Federal-Mogul Co.                      8.160%  03/06/03    20
Federal-Mogul Co.                      8.250%  03/03/05    28
Federal-Mogul Co.                      8.370%  11/15/01    20
Federal-Mogul Co.                      8.370%  11/15/01    28
Federal-Mogul Co.                      8.460%  10/27/02    28
Federal-Mogul Co.                      8.800%  04/15/07    25
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    43
Firstworld Comm                       13.000%  04/15/08     1
Foamex L.P.                            9.875%  06/15/07    56
General Motors                         7.400%  09/01/25    75
GMAC                                   5.250%  01/15/14    74
GMAC                                   5.850%  06/15/13    71
GMAC                                   5.900%  01/15/19    73
GMAC                                   5.900%  01/15/19    74
GMAC                                   5.900%  02/15/19    74
GMAC                                   5.900%  10/15/19    71
GMAC                                   6.000%  02/15/19    71
GMAC                                   6.000%  02/15/19    72
GMAC                                   6.000%  02/15/19    72
GMAC                                   6.000%  03/15/19    71
GMAC                                   6.000%  03/15/19    74
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  03/15/19    72
GMAC                                   6.000%  03/15/19    73
GMAC                                   6.000%  04/15/19    74
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.000%  09/15/19    71
GMAC                                   6.050%  08/15/19    71
GMAC                                   6.050%  08/15/19    71
GMAC                                   6.050%  10/15/19    74
GMAC                                   6.100%  09/15/19    72
GMAC                                   6.125%  10/15/19    66
GMAC                                   6.150%  09/15/19    72
GMAC                                   6.200%  04/15/19    74
GMAC                                   6.250%  12/15/18    74
GMAC                                   6.250%  05/15/19    74
GMAC                                   6.250%  07/15/19    73
GMAC                                   6.300%  08/15/19    75
GMAC                                   6.500%  11/15/18    74
GMAC                                   6.500%  12/15/18    69
GMAC                                   6.500%  02/15/20    72
GMAC                                   6.650%  02/15/20    74
Golden Books Pub                      10.750%  12/31/04     0
Golden Northwest                      12.000%  12/15/06    10
Graftech Int'l                         1.625%  01/15/24    59
GST Network Funding                   10.500%  05/01/08     0
Gulf States STL                       13.500%  04/15/03     0
HNG Internorth.                        9.625%  03/15/06    31
Holley Perf. Prod.                    12.250%  09/15/04    74
Icos Corp.                             2.000%  07/01/23    73
Idine Rewards                          3.250%  10/15/23    74
Imperial Credit                        9.875%  01/15/07     0
Impsat Fiber                           6.000%  03/15/11    64
Inland Fiber                           9.625%  11/15/07    46
Integrated Elec. Sv                    9.375%  02/01/09    75
Intermet Corp.                         9.750%  06/15/09    43
Intermune Inc.                         0.250%  03/01/11    73
Iridium LLC/CAP                       10.875%  07/15/05    14
Iridium LLC/CAP                       11.250%  07/15/05    14
Iridium LLC/CAP                       13.000%  07/15/05    14
Iridium LLC/CAP                       14.000%  07/15/05    15
Jordan Industries                     10.375%  08/01/07    50
Kaiser Aluminum & Chem.               12.750%  02/01/03     8
Kellstorm Inds                         5.750%  10/15/02     0
Key Plastics                          10.250%  03/15/07     1
Kmart Corp.                            6.000%  01/01/08    12
Kmart Corp.                            8.990%  07/05/10    71
Kmart Corp.                            9.350%  01/02/20    26
Kulicke & Soffa                        0.500%  11/30/08    71
Lehman Bros. Holding                   7.500%  09/03/05    31
Level 3 Comm. Inc.                     2.875%  07/15/10    52
Level 3 Comm. Inc.                     6.000%  09/15/09    54
Level 3 Comm. Inc.                     6.000%  03/15/10    51
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    63
Lukens Inc.                            7.625%  08/01/04     0
LTV Corp.                              8.200%  09/15/07     0
Metaldyne Corp.                       11.000%  06/15/12    74
Mississippi Chem.                      7.250%  11/15/17     4
Molten Metal Tec                       5.500%  05/01/06     0
Motels of Amer.                       12.000%  04/15/04    35
Muzak LLC                              9.875%  03/15/09    46
MSX Intl. Inc.                        11.375%  01/15/08    61
Natl Steel Corp.                       8.375%  08/01/06     0
North Atl Trading                      9.250%  03/01/12    72
Northern Pacific Railway               3.000%  01/01/47    63
Northwest Airlines                     7.248%  01/02/12    60
Northwest Airlines                     7.360%  02/01/20    55
Northwest Airlines                     7.626%  04/01/10    69
Northwest Airlines                     7.875%  03/15/08    54
Northwest Airlines                     8.070%  01/02/15    53
Northwest Airlines                     8.130%  02/01/14    54
Northwest Airlines                     8.700%  03/15/07    63
Northwest Airlines                     8.970%  01/02/15    62
Northwest Airlines                     9.875%  03/15/07    66
Northwest Airlines                    10.000%  02/01/09    56
Northwest Airlines                    10.500%  04/01/09    74
Northwest Steel & Wir.                 9.500%  06/15/01     0
Nutritional Src.                      10.125%  08/01/09    70
NWA Trust                              9.360%  03/10/06    75
NWA Trust                             11.300%  12/21/12    67
Oakwood Homes                          7.875%  03/01/04    17
Oakwood Homes                          8.125%  03/01/09    24
Oscient Pharm                          3.500%  04/15/11    74
O'Sullivan Ind.                       13.375%  10/15/09    41
Orion Network                         11.250%  01/15/07    54
Orion Network                         12.500%  01/15/07    54
Outboard Marine                        9.125%  04/15/17     0
Pegasus Satellite                      9.625%  10/15/05    58
Pegasus Satellite                      9.750%  12/01/06    60
Pegasus Satellite                     12.375%  08/01/06    56
Pegasus Satellite                     12.500%  08/01/07    56
Pegasus Satellite                     13.500%  03/01/07     0
Pen Holdings Inc.                      9.875%  06/15/08    62
Piedmont Aviat                         9.900%  11/08/06     8
Pixelworks Inc.                        1.750%  05/15/24    75
Polaroid Corp.                         6.750%  01/15/02     1
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packaging                      8.250%  02/01/12    64
Primedex Health                       11.500%  06/30/08    48
Primus Telecom                         3.750%  09/15/10    26
Primus Telecom                         5.750%  02/15/07    36
Primus Telecom                         8.000%  01/15/14    52
Primus Telecom                        12.750%  10/15/09    50
Psinet Inc                            10.000%  02/15/05     0
Psinet Inc                            11.500%  11/01/08     0
Railworks Corp.                       11.500%  04/15/09     0
Radnor Holdings                       11.000%  03/15/10    74
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    56
Reliance Group Holdings                9.000%  11/15/00    24
Reliance Group Holdings                9.750%  11/15/03     4
RJ Tower Corp.                        12.000%  06/01/13    61
Salton Inc.                           10.750%  12/15/05    54
Salton Inc.                           12.250%  04/15/08    46
Scotia Pac Co.                         6.550%  01/20/07    64
Scotia Pac Co.                         7.110%  01/20/14    68
Scotia Pac Co.                         7.710%  01/20/14    67
Solectron Corp.                        0.500%  02/15/34    71
Specialty Paperb.                      9.375%  10/15/06    69
Syratech Corp.                        11.000%  04/15/07    30
Tekni-Plex Inc.                       12.750%  06/15/10    69
Tops Appliance                         6.500%  11/30/03     0
Tower Automotive                       5.750%  05/15/24    21
Trans Mfg Oper                        11.250%  05/01/09    50
Triton PCS Inc.                        8.750%  11/15/11    68
Triton PCS Inc.                        9.375%  02/01/11    69
Tropical SportsW                      11.000%  06/15/08    35
Twin Labs Inc.                        10.250%  05/15/06    14
United Air Lines                       6.831%  09/01/08    19
United Air Lines                       6.932%  09/01/11    57
United Air Lines                       7.270%  01/30/13    34
United Air Lines                       7.762%  10/01/05    12
United Air Lines                       7.811%  10/01/09    44
United Air Lines                       8.030%  07/01/11    26
United Air Lines                       8.250%  04/26/08    20
United Air Lines                       8.390%  01/21/11    54
United Air Lines                       8.700%  10/07/08    51
United Air Lines                       9.000%  12/15/03    12
United Air Lines                       9.020%  04/19/12    32
United Air Lines                       9.060%  09/26/14    45
United Air Lines                       9.125%  01/15/12    12
United Air Lines                       9.200%  03/22/08    45
United Air Lines                       9.210%  01/21/17    53
United Air Lines                       9.300%  03/22/08    38
United Air Lines                       9.350%  04/07/16    51
United Air Lines                       9.560%  10/19/18    37
United Air Lines                       9.750%  08/15/21    12
United Air Lines                      10.110%  01/05/06    44
United Air Lines                      10.110%  02/19/06    44
United Air Lines                      10.125%  03/22/15    45
United Air Lines                      10.250%  07/15/21    12
United Air Lines                      10.360%  11/13/12    54
United Air Lines                      10.670%  05/01/04    13
United Air Lines                      11.210%  05/01/14    12
Univ. Health Services                  0.426%  06/23/20    68
Uromed Corp.                           6.000%  10/15/03     0
US Air Inc.                           10.250%  01/15/07     5
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     6
US Air Inc.                           10.900%  01/01/08     3
US Airways Inc.                        7.960%  01/20/18    48
Utstarcom                              0.875%  03/01/08    67
Venture Hldgs                          9.500%  07/01/05     0
Venture Hldgs                         11.000%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    69
Werner Holdings                       10.000%  11/15/07    70
Westpoint Stevens                      7.875%  06/15/05     0
Westpoint Stevens                      7.875%  06/15/08     0
Wheeling-Pitt St.                      6.000%  08/01/10    71
Winn-Dixie Store                       8.875%  04/01/08    52
Winsloew Furniture                    12.750%  08/15/07    28
Winstar Comm                          14.000%  10/15/05     1
Winstar Comm Inc.                     10.000%  03/15/08     0
World Access Inc.                     13.250%  01/15/08     6
Xerox Corp.                            0.570%  04/21/18    47

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***