TCR_Public/050614.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, June 14, 2005, Vol. 9, No. 139

                          Headlines

AAIPHARMA INC: Draws $180 Million Term Loan Under DIP Facilities
AAIPHARMA INC: Wants Court to Approve Set-Off Pact with Cardinal
ACCIDENT & INJURY: Wants Court to Approve Sale of Excess Assets
ADELPHIA: Wants FCC Licenses Assigned to Time Warner & Comcast
ALDERWOODS GROUP: Inks Employment Pact with Senior VP Mark Wilson

ALLIED HOLDINGS: Likely Covenant Default Cues S&P to Junk Ratings
AMCAST INDUSTRIAL: Committee Hires Integra Realty as Appraiser
AMES DEPARTMENT: Court OKs Break-Up Fee on Charleston Asset Sale
AMES DEPARTMENT: Auctioning Charleston Property Today
AOL LATIN AMERICA: Time Warner & Investors Support Liquidation

ARMSTRONG WORLD: Creditors Transfer 36 Claims Totaling $89.98MM
BELLAIRE GENERAL: Judge Steen Appoints New Chapter 7 Trustee
BOMBARDIER CAPITAL: Fitch Junks 15 Certificate Classes
BROCKWAY PRESSED: Wants to Hire Perkins Coie as Bankruptcy Counsel
BROCKWAY PRESSED: Taps Rally Capital as Financial Consultants

CALL-NET ENTERPRISES: Fitch Assigns B- Rating to Sr. Secured Notes
CENTRAL VERMONT: VPSB Rate Order Prompts S&P to Cut Rating to BB+
CHOICE COMMUNITIES: Committee Taps Whiteford Taylor as Counsel
COMMUNITY HOME: Case Summary & 20 Largest Unsecured Creditors
CYGNUS BUSINESS: Liquidity Concerns Prompt S&P to Lower Ratings

D & K STORES: Wants Until Dec. 7 to Decide on Unexpired Leases
DANKA BUSINESS: March 31 Balance Sheet Upside-Down by $216 Million
ENRON CORP: Wants Court Nod on Four Settlement Pacts
ENRON CORP: Wants Court Nod on EcoElectrica Settlement Pact
ENRON CORP: SDC 7 Holds $1 Million Allowed Unsecured Claim

EXIDE TECH: Completes Pension Waiver Process
EXIDE TECH: Soros Entities Disclose 4.5% Equity Stake
FEDERAL-MOGUL: Wants to Hire Hymans Robertson as Actuaries
GLOBAL CROSSING: Forest City Holds $1.2 Mil. Allowed Unsec. Claim
GREAT LAKES: Liquidity Concerns Prompt S&P to Junk Ratings

GREENWICH CAPITAL: Fitch Holds Low-B Ratings on 6 Mortgage Certs.
HOLLYWOOD CASINOS: Black Diamond Increases Offer to $169 Million
HORSEHEAD INDUSTRIES: Sells Rosamond Property to MSBH for $270K
INTERSTATE BAKERIES: Wants Until Jan. 19 to File Chapter 11 Plan
JIMMIE LOTHRINGER: Case Summary & 20 Largest Unsecured Creditors

KEYSTONE CONSOLIDATED: U.S. Trustee Alters Creditors' Committee
KRISPY KREME: Ernst & Young Taking Bids for KremeKo's Assets
KRISPY KREME: KremeKo Amends $1.5 Million DIP Financing
LAIDLAW INT'L: FMR CORP. Discloses 13% Equity Stake
MERIDIAN AUTOMOTIVE: Wants Until Sept. 25 to Decide on Leases

MERIDIAN AUTOMOTIVE: Hires Lazard Freres as Investment Banker
MERIDIAN AUTOMOTIVE: Can Pay Critical Vendors Up to $16 Million
MGM MIRAGE: S&P Rates $500 Million Senior Notes at BB
MID-WESTERN: Moody's Rates Planned $875M Facilities at B1
MID-WESTERN: S&P Rates Proposed $875 Mil. Secured Facility at BB-

MIRANT CORP: Inks Settlement Pact with Perryville Energy
MIRANT CORP: Dick Holds $11.5MM Secured Claim in Kendall's Case
MORGAN STANLEY: Fitch Affirms Class B-5 Certificates at B
MURRAY INC: Wants to Use PBGC's Cash Collateral
MURRAY INC: Taps Giuliani Capital as Restructuring Consultant

NATIONAL CENTURY: Battles Ensue Over Policy Proceeds Distribution
NEWFIELD EXPLORATION: Fitch Rates $600M Unsecured Notes at BB+
NORTEL NETWORKS: Bill Owens Replaces Gary Daichendt as COO
NRG ENERGY: Amends 4% Preferred Stock Registration with SEC
OAKWOOD HOMES: Fitch Lowers Ratings on 24 Classes

PARMALAT USA: S.p.A. Holds Allowed Unsecured Claim for $6 Million
PILLOWTEX: Wants Bankruptcy Court to Close Pillowtex I Cases
PROJECT FUNDING: Fitch Puts Four Classes on Rating Watch Negative
PROXIM CORP: Wants to Hire Pachulski Stang as Bankruptcy Counsel
PROXIM CORP: Wants Ordinary Course Professionals to Continue

QUEST RESOURCE: March 31 Balance Sheet Upside-Down by $24.9 Mil.
RAYTHEON COMPANY: Fitch Upgrades Pref. Securities a Notch to BBB-
REGENCY GAS: Pipeline Expansion Prompts S&P's Watch Negative
RELIANCE GROUP: Still Unable to File Financial Reports with SEC
RESI FINANCE: Good Performance Cues S&P to Up Ratings on 4 Certs.

ROGERS WIRELESS: High Debt Level Triggers Fitch's Low-B Ratings
SFBC INT'L: S&P Rates Planned $90M Revolving Credit Facility at B+
SOUPER SALAD: Sun Capital Affiliate Makes Debt Investment
SPIEGEL INC: Court Authorizes Cash Payment of Cure Amounts
STATION CASINOS: Moody's Reviews Low-B Debt Ratings & May Upgrade

SUMMIT SECURITIES: Wants to Employ Sorling as Special Counsel
TECHNICAL OLYMPIC: Transeastern Purchase Cues S&P to Watch Ratings
TECNET INC: Chapter 7 Trustee Wants to Sell Real Estate for $775K
THAXTON GROUP: Wants Until September 6 to Remove Civil Actions
TOM'S FOODS: Wants Until Sept. 4 to Make Lease-Related Decisions

TRUMP HOTELS: Cushman & Wakefield to Market World's Fair Site
TRUMP HOTELS: U.S. Trustee Objects to Closing Chapter 11 Case
UAL CORPORATION: Wants to Assume Newark Airport Lease
UAL CORP: Wants to Amend Section 1110 Finance Agreements
UAL CORP: Wants Retired Pilots' Appeal Dismissed

UNIFLEX INC: Wants to Assume L.E.S.S. France Agreement
USINTERNETWORKING: Wants Court to Close Chapter 11 Cases
VEO: East West Bank Wants to Conduct Rule 2004 Examination
VEO: David Boone Wants to Withdraw as Bankruptcy Counsel
VERIDIEN CORPORATION: Recurring Losses Spur Going Concern Doubt

VICORP RESTAURANTS: Weak Performance Spurs S&P's Negative Outlook
VILLAS AT HACIENDA: No Creditors Want to Serve on a Committee
W.R. GRACE: Wants OK on Consulting Pact with SVP & General Counsel
WEIRTON STEEL: Court Okays National Steel Settlement Pact
WESTPOINT STEVENS: Files Amended Joint Plan of Reorganization

WESTPOINT STEVENS: Classification of Claims & Interests Under Plan
WISTON XIV: Files Chapter 11 Plan of Reorganization in Nebraska

* Large Companies with Insolvent Balance Sheets

                          *********

AAIPHARMA INC: Draws $180 Million Term Loan Under DIP Facilities
----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 8, 2005, the
U.S. Bankruptcy Court for the District of Delaware gave
aaiPharma Inc. and its debtor-affiliates authority to enter into a
$210 million debtor-in-possession credit agreement with
Silver Point Finance, LLC, as collateral agent, Bank of America,
N.A., as a lender and as administrative agent for a group of
lenders comprised of:

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

The Company satisfied the remaining conditions to borrowing under
the DIP Facilities and drew the full $180 million term loan
available under the DIP Facilities.  The proceeds of this
borrowing were used to repay in full the indebtedness outstanding
under the Company's existing senior credit facilities.  In
addition to the $180 million term loan, the DIP Facilities include
a $30 million revolving loan facility.

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

            Terms of the Postpetition Credit Agreement

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

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

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

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

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


AAIPHARMA INC: Wants Court to Approve Set-Off Pact with Cardinal
----------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates generate revenues from
the sale of pharmaceutical products to various wholesalers.  
Cardinal Health Inc. is one of those wholesalers.  At the same
time, Cardinal provides the Debtors with various services
including: distribution, logistics, warehousing, packaging and
invoicing.

As a result, Cardinal incurred prepetition debt to the Debtors for
purchases of pharmaceutical products while the Debtors owed
certain amounts to Cardinal for prepetition warehousing and
distribution services.  

aaiPharma Inc., and its debtor-affiliates tells the U.S.
Bankruptcy Court for the District of Delaware that the exact
amounts are in dispute.  The parties have talked and arrived at a
global settlement.  The Debtors ask the Court, pursuant to
Bankruptcy Rule 9019, to approve their compromise and settlement
agreement.

The Debtors and Cardinal agree:

   1) to offset their prepetition debts;

   2) that Cardinal will pay the Debtors $2 million in cash;

   3) that Cardinal will release all of its prepetition liens on
      the Debtors' inventory; and

   4) that Cardinal will pay cash for all postpetition purchases
      and services.

The Debtors tell the Court that the agreement with Cardinal will
ensure that critical business relationships continue through the
bankruptcy proceedings.

Headquartered in Wilmington, North Carolina, aaiPharma Inc. --
http://aaipharma.com/-- provides product development services to  
the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. Del. Case Nos. 05-11341
through 05-11350).  Karen McKinley, Esq. and Mark D. Collins, Esq.
at Richards, Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L.
Kaplan, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and
the firm of Robinson, Bradshaw & Hinson, P.A., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for bankruptcy, the reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


ACCIDENT & INJURY: Wants Court to Approve Sale of Excess Assets
---------------------------------------------------------------
Accident & Injury Pain Centers, Inc., dba Accident & Injury
Chiropractic and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, for
authority to sell some personal property previously used in their
corporate headquarters and eleven clinics.

The Debtors have no need for the personal property and it is
unnecessary in their reorganization.

A court-approved auction will be conducted by Rosen Systems, Inc.,
on June 21, 2005, at 14335 Inwood Road, #102, in Dallas, Texas.  

Rosen Systems will be paid a 10% commission from the sale
proceeds.

Comerica Bank, holding liens on the properties, doesn't object to
the sale.

A list of items to be auctioned is available for a fee at:

            http://ResearchArchives.com/t/s?1e

Headquartered in Dallas, Texas, Accident & Injury Pain Centers,
Inc. -- http://www.accinj.com/-- operates clinics that treat  
patients with highly advanced therapy equipment and techniques.
The Company and its debtor-affiliates filed for chapter 11
protection on Feb. 10, 2005 (Bankr. N.D. Tex. Case No. 05-31688).
Glenn A. Portman, Esq., at Bennett, Weston & LaJone, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
estimated assets and debts of $10 million to $50 million.


ADELPHIA: Wants FCC Licenses Assigned to Time Warner & Comcast
--------------------------------------------------------------
In a joint application, Adelphia Communications Corporation, Time
Warner Inc. and Comcast Corporation seek the Federal
Communications Commission's permission to transfer control of or
assign various FCC licenses and authorizations pursuant to
Sections 214 and 310(d) of the Communications Act of 1934.

The proposed transfer and assignment is associated with the sale
of substantially all assets of ACOM to Time Warner NY Cable LLC
and Comcast.

The proposed transactions involve a series of agreements whereby
Time Warner Cable Inc. and Comcast separately will acquire
various cable systems that, in the aggregate, comprise
substantially all of the domestic cable systems owned or managed
by Adelphia for a total of $12.7 billion in cash.

Adelphia provides cable service to approximately five million
subscribers, making it the fifth largest cable television company
and the seventh largest multichannel video programming
distributor in the United States.

Comcast is the nation's largest MVPD and will remain so upon
completion of the Transactions.  Comcast says it serves
approximately 26.1 million subscribers in 35 states and the
District of Columbia, or 28.2% of MVPD subscribers nationwide.

Time Warner Cable states that it owns or manages cable systems
serving 13.1 million cable subscribers in 27 states, making it
the nation's second largest cable operator and third largest
MVPD.

A list of the licenses and authorizations to be transferred is
available for free at http://ResearchArchives.com/t/s?19

Interested parties must file comments or petitions to deny the
application no later than July 5, 2005.

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: Inks Employment Pact with Senior VP Mark Wilson
-----------------------------------------------------------------
On May 10, 2005, Alderwoods Group, Inc., entered into a letter
agreement with Mark W. H. Wilson, effective as of May 1, 2005.  
Mr. Wilson is hired as Senior Vice President of Human Resources
and will directly report to Paul Houston, the president and chief
executive officer of Alderwoods.

In a regulatory filing with the Securities and Exchange
Commission, Mr. Houston discloses that the Wilson Employment
Agreement provides for these terms:

Base Pay:          $205,000 gross per annum

Bonus:             Eligible to participate in the Alderwoods
                    Executive bonus program, calculated at 40% to
                    80% of Mr. Wilson's salary.

Stock Options:     Continue to be eligible to participate in the
                    stock option program at the Senior Vice
                    President level.

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

Club Membership:   Eligible to expense up to $1,500 towards a
                    club membership

Car Allowance:     Entitled to a car allowance of $600 a month

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. Wilson obtains
                    alternate 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. Wilson 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.  (Loewen Bankruptcy
News, Issue No. 99; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                         *     *     *

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.  


ALLIED HOLDINGS: Likely Covenant Default Cues S&P to Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on vehicle transporter Allied Holdings Inc. to 'CCC-' from
'CCC+' and its unsecured debt rating to 'CC' from 'CCC-'.  The
outlook on the Decatur, Georgia, company is negative.  At
March 31, 2005, Allied had $290 million in lease-adjusted debt.

"The downgrade reflects uncertainty surrounding Allied Holdings'
near-term financial covenant compliance and liquidity, given the
challenging U.S. automotive sector and the company's hiring of a
financial advisor to review strategic and financial alternatives,"
said Standard & Poor's credit analyst Kenneth Farer.  The
company's financial advisor is expected to present its
recommendations to the company on or before June 22, 2005, after
which Standard & Poor's will reassess its ratings and outlook.
"Ratings could be lowered if covenant relief is not extended
beyond June 22, 2005," Mr. Farer said.  "Ratings on the company's
unsecured notes could be lowered to selective default, 'SD' if a
bond exchange or other debt restructuring arrangements are
undertaken in a manner judged to be a distressed exchange."

Despite some recent price increases, the car-hauling industry
faces pricing pressure from the large auto manufacturers, which
represent a majority of the company's revenues, and increasing
labor costs. Generally, revenues for the industry closely follow
trends of North American vehicle production figures, which are
forecast to continue at weak levels compared to the past few
years.  New entrants are not expected, because of the substantial
capital required for trucks, car-hauling trailers, and terminals.


AMCAST INDUSTRIAL: Committee Hires Integra Realty as Appraiser
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Amcast Industrial
Corporation sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, to hire Integra Realty Resources, Inc., as its real
property appraiser, nunc pro tunc to May 4, 2005.

Integra Realty will provide site inspection, research, data
analysis and appraisal services in connection with the Committee's
investigation of liens purportedly encumbering the Debtor's real
property located at 1450 Musicland Drive in Franklin, Indiana.

Integra will charge:

     a) a flat fee of $7,500 for professional appraisal services
        which includes any normal and customary out-of-pocket
        expenses including, but not limited to, travel related
        expenses to be paid upon delivery of a final report;
        and

     b) an hourly fee of $250 for necessary expert testimony and
        consultation.

The Committee assures the Court that the employment and retention
of Integra is in everybody's best interests.

                     About Integra Realty

Integra Realty is the largest property valuation and counseling
firm in the United States with 51 offices coast to coast.  
Integra's Managing Directors are well known experts in their
respective communities, and continue to provide professional real
estate services to many of the nation's largest and most
prestigious financial institutions, developers, corporations, law
firms, and government agencies concerned with the value, use, and
feasibility of real estate.

Headquartered in Dayton, Ohio, Amcast Industrial Corporation --
http://www.amcast.com/-- is a manufacturer and distributor of  
technology-intensive metal products to end-users and supplier in
the automotive and plumbing industry.  The Company and its debtor-
affiliates filed for chapter 11 protection on Nov. 30, 2004
(Bankr. S.D. Ohio Case No. 04-40504).  Jennifer L. Maffett, Esq.,
at Thompson Hine LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $104,968,000 and
total debts of $165,221,000.


AMES DEPARTMENT: Court OKs Break-Up Fee on Charleston Asset Sale
----------------------------------------------------------------
Ames Department Stores and its debtor-affiliates sought and
obtained the U.S. Bankruptcy Court for the Southern District of
New York's permission to pay an $11,000 break-up fee to Simpson
Properties, Inc., in the event they consummate the sale of the the
property in Kahawha Mall on MacCorkle Avenue in Charleston, West
Virginia with another buyer.

As reported in the Troubled Company Reporter yesterday, the
Debtors asked the Court to approve the sale of the Charleston
Property to Simpson Properties, Inc., subject to higher and better
offers, free and clear of all liens.  Simpson proposed to buy the
property for $550,000.

To maximize the value of the property in Charleston, West
Virginia, the Debtors will hold an auction for the Property.

At the Debtors' request, Judge Gerber schedules the auction for
today, June 14, 2005, at 10:00 a.m.

Neil Berger, Esq., at Togut, Segal & Segal, in New York, relates
that the Break-up Fee, which is 2% of the gross cash
consideration in the Purchase Agreement, will:

   -- reimburse Simpson for certain of the expenses Simpson
      will incur in connection with the proposed transaction,
      including attorney's fees; and

   -- compensate Simpson for the substantial time and effort
      it has expended and will continue to expend as a stalking
      horse for competing bids.

However, if Simpson submits a competitive bid for the Property at
the Auction, then Simpson is deemed to have waived the right to
the Break-up Fee, even if at the conclusion of the Auction, the
Debtors select an alternative offer as the best bid for the
Property.

In the event that the closing with the successful bidder has not
occurred within 30 days after termination of the Purchase
Agreement with Simpson and it is entitled to receive the Break-up
Fee in accordance with the Purchase Agreement, then the Break-up
Fee will be paid to Simpson from the bid deposit.

The Debtors believe that the nature of the assets subject to the
Purchase Agreement and the size of the Break-up Fee demonstrate
that the Break-up Fee will not chill the bidding process.

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


AMES DEPARTMENT: Auctioning Charleston Property Today
-----------------------------------------------------
Ames Department Stores and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to approve
the sale of a property located at the Kahawha Mall on MacCorkle
Avenue in Charleston, West Virginia to Simpson Properties, Inc.,
subject to higher and better offers, free and clear of all liens.  
Simpson proposed to buy the property for $550,000.

To maximize the value of the property in Charleston, West
Virginia, the Debtors will hold an auction for the Property.

At the Debtors' request, Judge Gerber schedules the auction for
today, June 14, 2005, at 10:00 a.m.

The Debtors also obtained the Court's approval of these bidding
procedures:

   (a) Bidders will be required to attend the Auction, and their
       bids will be subject to higher and better offers, if any,
       made at the Auction.  After the initial offers, all
       bidding at the Auction will be in increments of at least
       $25,000.

   (b) All bids made at the Hearing will remain open and
       irrevocable until 11 days following the Hearing, and the  
       second best bid, as determined by the Debtors, will
       remain open and irrevocable until a closing on the sale,
       so that they may be accepted and consummated subject to
       an appropriate order of the Court, if the bid selected at
       the Auction and approved by the Court is not consummated
       at the Closing.  

   (c) All Bidders are deemed to have submitted to the exclusive
       jurisdiction of the Court with respect to all matters
       related to the Auction.

   (d) The Debtors will have the absolute right to modify or
       waive any terms of the submission of qualified offers and
       the bidding.

   (e) No bid will be considered unless the Bidder demonstrates
       to the Debtors' satisfaction that it has the present
       financial capability to consummate a purchase of the
       Property.
  
   (f) All bids will be "firm offers" and may not contain any
       contingencies to the validity, effectiveness and binding
       nature of the offer, including, without limitation,
       contingencies for financing, due diligence or inspection.

   (g) Any party wishing to submit a higher and better offer  
       than that described in the Purchase Agreement with Simpson
       Properties, Inc., must deliver its offer in writing, to
       the Debtors c/o Togut, Segal & Segal LLP, attorneys for
       the Debtors, One Penn Plaza, New York, New York 10119,
       Attn: Neil Berger, Esq., with copies delivered directly
       to:

          -- the Debtors;

          -- Otterbourg, Steindler, Houston & Rosen, attorneys
             for the Statutory Creditors Committee;

          -- Eric H. London, Esq., attorney of Simpson; and

          -- Morgan, Lewis & Bockius LLP, attorneys for Kimco;

       so as to be received no later than June 10, 2005 by 4:00
       p.m.

The Court requires that submitted offers for the Property:

   -- be on substantially the same terms as set forth in the
      Purchase Agreement with Simpson Properties, Inc.;

   -- exceed the Purchase Price of $550,000 by at least $25,000;

   -- provide for a sale closing to occur not later than five
      days after all conditions to closing have occurred or have
      been waived; and

   -- be accompanied by a certified check or money order equal to
      10% of the Purchase Price of the bid, which will be
      delivered and paid to Togut Segal & Segal LLP to be held
      in escrow pending the Court's determination of the sale
      and be:

         * applied toward the Purchase Price of the successful
           Bidder if its bid is approved by the Court and
           automatically deemed nonrefundable;

         * retained if the Sale to the Bidder is approved by the
           Court, but the successful Bidder fails to timely
           Close; or

         * refunded in full promptly after the Hearing if the bid
           is not approved.

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


AOL LATIN AMERICA: Time Warner & Investors Support Liquidation
--------------------------------------------------------------
Time Warner Inc., together with America Online, reached an
agreement with the holders of the outstanding shares of AOL Latin
America's Series C Preferred Stock -- Aspen Investments L.L.C. and
Atlantis Investments L.L.C. (the "ODC Parties") -- to support the
liquidation of the ailing Internet service provider.  The
agreement, however, is not yet finalized and does not require AOL-
LA to wind-down or to file a bankruptcy petition.

                     Liquidation Agreement

Both parties agreed that, after paying potential costs and
priority claims related to a liquidation of AOL Latin America, 60%
of any proceeds would go to Time Warner, while ODC will receive
40% of the distributions.

Affiliates of the Cisneros Group of Cos., a privately-held
investment firm and an AOL Latin America investor, would receive
the remainder.

Time Warner also agreed to assume ownership of AOL Latin
America's assets in Puerto Rico as partial repayment of claims
AOL Latin America owes.

The Company has not successfully completed any transaction to sell
any of its operating businesses, since it explored strategic
alternatives with its financial advisors in May 2004.  However,
the Company recently closed a transaction with Comunicaciones
Nextel de Mexico, S.A. de C.V. and Servicios NII, S.A. de C.V.  
Time Warner, the holder of $160 million of the Company's senior
convertible notes, has the right to require the Company to use the
proceeds from any sale transaction to repay the senior convertible
notes.

As of March 31, 2005, approximately $1.3 million of AOL-LA's cash
on hand served to collateralize certain Company obligations to
employees.  In total, the Company may be obligated to make
payments amounting up to $1.8 million under these obligations in
2005 and 2006.  An additional $0.7 million served to collateralize
certain operational expenditures.

AOL-LA's preferred stock has a current aggregate liquidation
preference of approximately $626.0 million (excluding accrued, but
unpaid, dividends).  Even if the Company is successful in selling
all of its businesses, the proceeds will not be sufficient to
repay the senior convertible notes, and none of those proceeds
will be available to the common stockholders.  As a result, the
Company does not believe that its common stock has, or will have,
any value.

The Company said that if it is unsuccessful in completing its sale
transactions, it expects to cease its business operations and file
for bankruptcy protection under the U.S. bankruptcy laws or other
jurisdictions in which it operates its businesses.  Any voluntary
filing, AOL-LA said, would require the consent of its Series B
Preferred Stock and Series C Preferred Stock holders, in addition
to the authorization of its Board of Directors.

America Online Latin America, Inc., is a leading interactive
service provider in Latin America, deriving the bulk of its
revenues principally from member subscriptions in Brazil, Mexico,
Argentina and Puerto Rico.  AOL-LA also generates additional
revenues from advertising and other revenue sources, including
programming services provided to America Online for Latino content
area and revenue sharing agreements with certain local
telecommunications providers.  Beginning in 2004, AOL Latin
America became a subsidiary of Time Warner for consolidation
purposes.

At March 31, 2005, AOL-LA's balance sheet showed a $153,769,000
stockholders' deficit, compared to a $149,527,000 deficit at
Dec. 31, 2004.


ARMSTRONG WORLD: Creditors Transfer 36 Claims Totaling $89.98MM
---------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the District of
Delaware recorded claim transfers, aggregating $89,986,780, from
January 27, 2005, to June 6, 2005.

Amroc Investments, Inc., purchased 20 claims from these trade
creditors:

   * Lasentec Inc.,
   * Dassault Falcon Jet Corp.,
   * SGS US Testing Co. Inc.,
   * Scott W. Boyd,
   * Walkett Group,
   * Schnader Harrison Segal Lewis,
   * Milamar Coatings TLC,
   * Delval Equipment Corp.,
   * Allsouth Environmental,
   * Durrett Sheppard Steel
   * Tait Machine & Tool,
   * Herr Industrial Inc.,
   * Bibb Tool & Cutter Inc.,
   * Burgard Design,
   * Centurion Wireless Technologies,
   * VPI Corporation,
   * Industrial Piping System Inc.,
   * Albert Seisler Machine Corp.,
   * Gregory Salisbury Power Product, and
   * Harrelson Modular Construction Inc.

Contrarian Funds, LLC, acquired eight claims, aggregating
$471,018, from these transferors:

   * Avery Dennison Corporation,
   * Southern Erectors, Inc.,
   * H.B. Fuller Company,
   * Talco Plastics, Inc.,
   * Gateway Environmental Contractors, Inc.,
   * Whistler Machine Works Inc.,
   * Versatech Services Inc., and
   * Arnold Business Forms Co., Inc.

Bear, Stearns & Co. Inc., sold two claims to D.E. Shaw Laminar
Portfolios, L.L.C., totaling $33,360,417.  Citadel Credit Trading
Ltd. assigned its claim to Citadel Equity Fund Ltd.

Jefferson Pilot assigned Claim No. 2552 to Lehman Brothers, Inc.,
who, in turn, transferred the claim to OCM Opportunities Fund IV
L.P.

Other claims that were assigned are:

Transferor                    Transferee           Claim Amount
----------                    ----------           ------------
Treasurer, State of Michigan  JP Morgan Chase       $50,130,667
Consolidated Employee's       Bank, N.A.
Retirement Systems

JPMorgan Chase Bank, N.A.     CoMac Acquisition       5,041,298
                              Co., L.P.

Prior Chemical Corporation    SPCP Group, LLC           983,380

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)


BELLAIRE GENERAL: Judge Steen Appoints New Chapter 7 Trustee
------------------------------------------------------------
The Honorable Wesley W. Steen of the U.S. Bankruptcy Court for the
Southern District of Texas appointed Janet S. Casciato-Northrup as
the chapter 7 trustee to oversee the liquidation of Bellaire
General Hospital, L.P.

The Honorable Marvin Isgur recused himself from the proceedings on
May 13, 2005, after his prior affiliation with the appointed
Chapter 7 Trustee, Ben B. Floyd, Esq., was discovered.  Mr. Floyd
resigned on June 3, 2005, after learning of potential conflicts of
interest.

As reported in the Troubled Company Reporter on June 7, 2005, Mr.
Floyd believes the new chapter 11 trustee will submit a plan that
will allow patients access to their medical records.  He estimates
the center has medical records for 10,000 patients.   

Headquartered in Houston, Texas, Bellaire General Hospital, L.P.
-- http://www.bellairemedicalcenter.com/-- operates a hospital.   
The Company filed for chapter 11 protection on January 3, 2005
(Bankr. S.D. Tex. Case No. 05-30089).  Daniel F. Patchin, Esq., at
McClain, Leppert & Maney, P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of
$10 million to $50 million.  The Court converted the Debtor's
chapter 11 case to a chapter 7 liquidation proceeding on April 29,
2005.  The hospital's secured creditors -- Columbia Hospital of
Houston and GE Credit Corp. -- decided to foreclose on the
hospital's property after efforts to auction off the assets
failed.


BOMBARDIER CAPITAL: Fitch Junks 15 Certificate Classes
------------------------------------------------------
Fitch Ratings affirms 11 classes (representing approximately
$129 million in outstanding principal) and downgrades 21 classes
(representing approximately $779 million in outstanding principal)
of Bombardier Capital Mortgage Securitization Corp. manufactured
housing issues.

Bombardier provided retail financing for manufactured homes before
exiting the business in September 2001.  Bombardier continues to
service the loans from a servicing center in Jacksonville,
Florida.

When estimating future collateral losses, Fitch assumed a modest
decline in default rates based on improving delinquency pipeline
trends (ie, the rate at which repo property being liquidated is
outpacing the rate at which borrowers are becoming delinquent).  
Voluntary prepayment rates and loss severities were also assumed
to remain relatively consistent with current levels.  Based on
these assumptions, Fitch expects each pool to incur losses between
30% and 40% of the remaining pool balance.  When included with
losses already incurred, total cumulative losses as a percentage
of the initial pool balance are expected to be between 35% and
45%.

Based on the review, Fitch takes these rating actions:

   Series 1998-A

     -- Class A-3 affirmed at 'AAA';
     -- Class A-4 affirmed at 'AAA';
     -- Class A-5 affirmed at 'AAA';
     -- Class M downgraded to 'BBB' from 'A';
     -- Class B-1 remains at 'C';
     -- Class B-2 remains at 'C'.

  Series 1998-B

     -- Class A downgraded to 'BBB-' from 'A';
     -- Class M-1 downgraded to 'CCC' from 'B';
     -- Class M-2 remains at 'C'.

  Series 1998-C

     -- Class A downgraded to 'A' from 'AA';
     -- Class M-1 downgraded to 'B' from 'BBB-';
     -- Class M-2 downgraded to 'CC' from 'B';
     -- Class B-1 remains at 'C';

  Series 1999-B

     -- Class A-1A downgraded to 'CC' from 'B-';
     -- Class A-1B downgraded to 'CC' from 'B-';
     -- Class A-2 downgraded to 'CC' from 'B-';
     -- Class A-3 downgraded to 'CC' from 'B-';
     -- Class A-4 downgraded to 'CC' from 'B-';
     -- Class A-5 downgraded to 'CC' from 'B-';
     -- Class A-6 downgraded to 'CC' from 'B-';
     -- Class M-1 remains at 'C'.

  Series 2000-A

     -- Class A-1 downgraded to 'CC' from 'CCC';
     -- Class A-2 downgraded to 'CC' from 'CCC';
     -- Class A-3 downgraded to 'CC' from 'CCC';
     -- Class A-4 downgraded to 'CC' from 'CCC';
     -- Class A-5 downgraded to 'CC' from 'CCC';
     -- Class M-1 remains at 'C'.

  Series 2001-A

     -- Class A downgraded to 'A+' from 'AA-';
     -- Class M-1 downgraded to 'BB-' from 'BBB';
     -- Class M-2 downgraded to 'CC' from 'B-';
     -- Class B-1 remains at 'C';
     -- Class B-2 remains at 'C'.

Fitch will continue to closely monitor these transactions. Further
information regarding current delinquency, loss, and credit
enhancement statistics is available on the Fitch Ratings Web site
at http://www.fitchratings.com/


BROCKWAY PRESSED: Wants to Hire Perkins Coie as Bankruptcy Counsel
------------------------------------------------------------------          
Brockway Pressed Metals, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for permission to employ
Perkins Coie LLP as its general bankruptcy counsel.

Perkins Coie is expected to:

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

   b) take all necessary actions to protect and preserve the
      Debtor's estate, including prosecuting actions on behalf of
      the Debtor, defending any actions commenced against the
      Debtor, negotiating litigation in which the Debtor is
      involved, and objecting to claims filed against the Debtor's
      estate;

   c) appear in Bankruptcy Court on behalf of the Debtor when
      required, and prepare, file and serve applications, motions,
      complaints, notices, orders, reports and other documents and
      pleadings as may be necessary in connection with the
      Debtor's chapter 11case; and

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

Daniel A. Zazove, Esq., a Partner at Perkins Coie, is the lead
attorney for the Debtor.  Mr. Zazove discloses that the Firm
received an $85,000 retainer.  Mr. Zazove charges $555 per hour
for his services.  

Mr. Zazove reports Perkins Coie's professionals bill:

    Professional           Designation    Hourly Rate
    ------------           -----------    -----------
    Stacey Ravetta         Associate        $275
    Attila Kovacs-Szabo    Paralegal        $165

Perkins Coie assures the Court that it does not represent any
interest materially adverse to the Debtor or its estate.

Headquartered in Brockway, Pennsylvania, Brockway Pressed Metals,
Inc. -- http://www.brockwaypm.com/-- manufactures a wide range of  
highly engineered metal parts and sub-assemblies.  The Company
specializes in automotive applications, including engine and
transmission components, electronic actuators, steering
components, cruise control devices, assembled camshafts, and gas
springs.  The Company filed for chapter 11 protection on June 8,
2005 (Bankr. W.D. Pa. Case No. 05-11891).  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


BROCKWAY PRESSED: Taps Rally Capital as Financial Consultants
-------------------------------------------------------------          
Brockway Pressed Metals, Inc., asks the U.S. Bankruptcy Court for
the Western District of Pennsylvania for permission to employ
Rally Capital Services LLC as its financial consultants.

The Debtor explains that it wants to retain Rally Capital as its
financial consultants because of the Firm's extensive experience
and knowledge in the field of debtor and creditor workouts,
turnaround management, and restructuring of financially distressed
operations.

Rally Capital has also been the Debtor's primary pre-petition
financial consultants and has extensive knowledge about the
company's structure, operations, and financial condition.

Rally Capital will provide financial consultancy services to the
Debtor in relation to the restructuring of its business operations
under chapter 11.  Rally will also help the Debtor negotiate with
its secured lenders and assist the company in obtaining post-
petition financing.

Steven Baer, a Principal at Rally Capital, discloses that the Firm
received a $165,764 retainer.  Mr. Baer charges $350 per hour for
his services.  

Mr. Baer reports Rally Capital's professionals bill:

    Professional         Hourly Rate
    ------------         -----------
    Howard Samuels          $350
    Dan Lee                 $250
    Daryl Falcone           $250
    Richard Walko           $250
    Jeffrey Samuel          $150
  
Rally Capital assures the Court that it does not represent any
interest materially adverse to the Debtor or their estate.

Headquartered in Brockway, Pennsylvania, Brockway Pressed Metals,
Inc. -- http://www.brockwaypm.com/-- manufactures a wide range of  
highly engineered metal parts and sub-assemblies.  The Company
specializes in automotive applications, including engine and
transmission components, electronic actuators, steering
components, cruise control devices, assembled camshafts, and gas
springs.  The Company filed for chapter 11 protection on June 8,
2005 (Bankr. W.D. Pa. Case No. 05-11891).  Robert S. Bernstein,
Esq., at Bernstein Law Firm, P.C., and Daniel A. Zazove, Esq., at
Perkins Coie LLP represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts of $10 million to $50 million.


CALL-NET ENTERPRISES: Fitch Assigns B- Rating to Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has initiated coverage of Call-Net Enterprises Inc.
and assigned a 'B-' rating to its senior secured notes.  Fitch
also places the ratings of Call-Net on Rating Watch Positive due
to the CDN$330 million all-stock acquisition of Call-Net by Rogers
Communications Inc. (rated 'BB-' by Fitch).  Approximately US$223
million of debt securities are affected by these actions.

Call-Net's 'B-' rating incorporates its highly speculative credit
profile as confirmed by the considerable dependence on long
distance services, constrained revenue growth prospects, limited
financial flexibility, and the competitive position in relation to
the well-capitalized incumbent carriers.

Call-Net has focused on shifting its product mix over the last two
years from long distance to local, although the long distance
segment still generates approximately 45% of its revenue, compared
with 63% in 2002.  Fitch recognizes the modest improvements to
Call-Net's credit profile, with gross margin increasing to over
55% during the first quarter of 2005, significant cost savings
from recent regulatory rulings, past debt reduction efforts, and
modest free cash flow generation.

On May 11, RCI announced the company had entered into a definitive
agreement to acquire Call-Net in an all-stock transaction
including the assumption of US$223 million in secured debt, which
matures in 2008.

Under terms of the agreement, RCI will issue one non-voting share
(9 million total) in exchange for 4.25 shares of Call-Net stock.  
With the acquisition, RCI will realize material operating
synergies and accelerate its entry into the residential telephony
market.  The transaction is expected to close in the third quarter
with Call-Net becoming a restricted operating subsidiary of RCI.

While the secured notes contain a change of control provision,
Fitch does not expect bondholders to tender the debt, since the
notes are trading at a premium to the redemption price.  However,
in January 2006, the debt can be redeemed at the company's option
with a make whole premium.

Similar to other long distance operators, Call-Net's long distance
revenues have eroded over the past several years due to intense
pricing pressure.  Industry trends are negative for the long
distance sector and are not expected to improve going forward.

Characteristics of the industry include a high degree of price
competition, overcapacity, and technological substitution.  
Accordingly, during 2004, Call-Net's revenue for the consumer and
carrier long distance segments declined 11% and 20%, respectively.  
In addition, the introduction of VoIP (voice over Internet
protocol) services in 2005 will likely further pressure industry
pricing and introduce more competition in the local market.

Fitch believes the company's liquidity position is adequate for
its rating level, supported by its cash position ($80 million at
the end of March 2005), modest free cash flow prospects, and no
near-term maturities.  In addition, the company has fully utilized
its accounts receivable securitization program at $55 million.

Given Call-Net's limited financial flexibility, the company's
capital spending program is constrained, which confines growth
prospects.  Consequently, capital intensity in 2004 was 7% of
revenues.  Call-Net's leverage metric has improved over the last
year primarily through debt reduction. LTM Debt to EBITDA
(including right of way and accounts receivable securitization) is
3.5 times (x) compared with 4.4x at the end of 2003.

From a regulatory perspective, the recent decisions by the
Canadian Radio and Telecommunications Commission continue to
emphasize its commitment toward ensuring sustainable facilities-
based competition and fostering competition in Canada's local
exchange market, which benefits Call-Net's position as a
competitive local exchange carrier (CLEC).

In February, the CRTC lowered the price that CLECs like Call-Net
pay for access to competitor digital network access facilities and
services.  This ruling provides greater regulatory clarity for
Call-Net and reduces carrier costs by approximately $25 million
per year, thereby adding more stability to Call-Net's cash flows.

In May, the CRTC issued a ruling that regulates VoIP pricing for
only the incumbent telecom carriers, restricting their ability to
price VoIP services below cost.  Fitch believes the CRTC will
continue regulating the local telephony market until incumbent
operators have lost significant market share (at least mid-teens)
to the CLECs.


CENTRAL VERMONT: VPSB Rate Order Prompts S&P to Cut Rating to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Central Vermont Public Service Corp. to 'BB+' from
'BBB-'.  At the same time, Standard & Poor's removed the rating
from CreditWatch, where it was placed with negative implications
on April 4, 2005.

The outlook is stable.  Central Vermont is an investor-owned
electric utility serving roughly 150,000 customers in Vermont.  
The company has approximately $134 million in total debt
outstanding, primarily first mortgage bonds, most of which are
privately placed and unrated.

The downgrade is in response to an April 2005 Vermont Public
Service Board rate order requiring Central Vermont to provide
customers with a rate refund of approximately $6 million in June
2005 and to reduce rates by 2.75% effective April 1, 2005.
"The rate order represents an adverse shift in the company's
regulatory environment, which heightens its business risk over the
foreseeable future," said Standard & Poor's credit analyst Jeanny
Silva.  Standard & Poor's also said that the mandated rate refund
and decrease weaken the company's credit-protection measures.

Furthermore, the rate order's impact on cash flows limits the
company's ability to generate positive discretionary cash flow,
which is a material difference from previous years.  The stable
outlook reflects the expectation that the company's financial
profile will not deteriorate beyond current projections.


CHOICE COMMUNITIES: Committee Taps Whiteford Taylor as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Choice
Communities, Inc.'s chapter 11 case, sought and obtained
permission from the U.S. Bankruptcy Court for the District of
Maryland to employ Whiteford, Taylor & Preston L.L.P. as its
counsel, nunc pro tunc to Feb. 14, 2005.

Whiteford will:

   a) advise the Committee with respect to its powers and duties;

   b) prepare any necessary applications, motions, pleadings,
      orders, reports and other legal papers, and appear on the
      Committee's behalf in proceedings instituted by, against, or
      involving the Debtor, the Committee or this chapter 11
      proceeding;

   c) assist the Committee in the investigation of the acts,
      liabilities and financial condition of the Debtor, its
      assets and business operations, the disposition of the
      Debtor's assets, and any other matters relevant to this case
      and the interests of unsecured creditors;

   d) assist the Committee in coordinating its efforts to maximize
      distributions to unsecured creditors; and

   e) perform legal services for the Committee as may be necessary
      or desirable in the interests of the unsecured creditors.

Whiteford will coordinate with other professionals that the
Committee may employ to achieve the Committee's goal to maximize
recoveries to unsecured creditors with optimum efficiency.

The Committee will retain Whiteford on an hourly basis at its
standard hourly rates.  The Firm did not disclose its hourly rates
in court documents.  The Firm's hourly rates will not, to the best
of the Committee's knowledge, exceed normal and reasonable charges
for similar representation and legal services provided by firms of
similar reputation, ability and experience.

Whiteford, Taylor & Preston L.L.P. assures the Court that it does
not represent any interest adverse to the Debtor or its estate.

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


COMMUNITY HOME: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Community Home Health Services Inc.
        3360 East Livingston Avenue
        Columbus, Ohio 43227

Bankruptcy Case No.: 05-60131

Type of Business: The Debtor operates a home health agency.  The
                  Debtor previously filed a chapter 11 petition
                  on Dec. 26, 2002 (Bankr. S.D. Ohio Case No.
                  02-67013).  Community Home Health Services Inc.
                  Plus, an affiliate of the Debtor, filed for
                  chapter 11 protection on April 8, 2005 (Bankr.
                  S.D. Ohio Case No. 05-55750).  Plus previously
                  filed a chapter 11 petition on Dec. 26, 2002
                  (Bankr. S.D. Ohio Case No. 02-67014).

Chapter 11 Petition Date: June 10, 2005

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Grady L. Pettigrew, Esq.
                  Cox Stein & Pettigrew Co. LPA
                  115 West Main, 4th Floor
                  Columbus, Ohio 43215
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Total Assets: $496,180

Total Debts:  $1,389,167

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Capital Plus, Inc.                               $18,000
Attn: John Hopper
7620 Olentangy River Road, Suite 210
Columbus, OH 43235

Margaret Martinez                                 $3,269
[Address not provided]

Heather Thompson                                  $1,827
4049 Henna Way
Columbus, OH 43228

Victoria Tungaraza                                $1,538
1387 Mentor Drive
Westerville, OH 43081

Elena Vokhgelt                                    $1,470
[Address not provided]

Lillie Robinson                                   $1,450
[Address not provided]

Kiana Ross                                        $1,319
[Address not provided]

Amber Reed                                        $1,130
2837 Walnut Creek
Columbus, OH 43224

Kimberly Crabtree                                 $1,100
[Address not provided]

Zamzam Mohammed                                     $902
4347 Northview Court
Columbus, OH 43228

Abdirahman Alin                                     $900
506 Carpenter Ridge
Columbus, OH 43228

Ruth Germany                                        $900
7624 Wyndover Place
Blacklick, OH 43004

Wenhuei Ho                                          $880
281 Loveman Avenue
Worthington, OH 43085

Anthony Hammond                                     $840
7046 Bennell Drive
Reynoldsburg, OH 43068

Theresa Williams                                    $807
521 Basset Avenue
Columbus, OH 43203

Timothy Prewitt                                     $800
1351 Miller Avenue
Columbus, OH 43206

Barbara Shilling                                    $760
308 South Oakley
Columbus, OH 43204

Ellen Williams                                      $720
4410 Belcher Court
Columbus, OH 43224

Sinath Nuon                                         $480
1481 Miller Avenue
Columbus, OH 43206

Windsor Ramsey                                      $460
1270 Roberts Place
Columbus, OH 43207


CYGNUS BUSINESS: Liquidity Concerns Prompt S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Cygnus Business Media Inc. and its parent company
CommerceConnect Media Holdings Inc., which are analyzed on a
consolidated basis, to 'B-' from 'B'.

At the same time, Standard & Poor's lowered its first-lien and
second-lien bank loan ratings on Cygnus to 'B-' from 'B', and
'CCC' from 'CCC+', respectively.  The respective recovery ratings
of '4' and '5' on the first- and second-lien loans are unchanged.
The outlook was revised to negative from stable.

"The downgrade is due to earnings softness and liquidity concerns
stemming from Cygnus' tenuous compliance with its bank covenants,
said Standard & Poor's credit analyst Steve Wilkinson."  The
ratings could be lowered further if the company cannot maintain
compliance with its bank covenants or resolve its looming January
2006 debt maturities by the end of the third quarter.  A return to
a stable outlook would require Cygnus to refinance or retire its
holding company debt, maintain an appropriate cushion of
compliance with its bank covenants, and show positive revenue,
earnings, and cash flow trends.

The Westport, Connecticut-based business-to-business publisher and
event organizer had $199 million in debt and $42 million in
mandatorily redeemable series A preferred stock on March 31, 2005.

The ratings on Cygnus reflect its:

    * poor liquidity,

    * high leverage,

    * large near-term debt maturities,

    * small cash flow base,

    * reliance on acquisitions to support its revenue and cash
      flow in recent years, and

    * weak operating environment.

These risks are only partially offset by the company's cash flow
diversity, and the niche competitive positions of its
complementary trade publications, expositions, and related
operations serving 15 industry sectors.

Cygnus' financial risk is high with consolidated lease-adjusted
debt to EBITDA of about 8.4x for the 12-months ended March 31,
2005.  Leverage, including the holding company's mandatorily
redeemable series A preferred stock, a portion of which was repaid
with debt in the company's 2004 refinancing and which Standard &
Poor's views as debt-like, is even steeper at about 10x. Lease-
adjusted EBITDA coverage of interest is thin at about 1.6x, and
very poor at 0.8x when considering the pay-in-kind preferred stock
dividends.


D & K STORES: Wants Until Dec. 7 to Decide on Unexpired Leases
--------------------------------------------------------------
D & K Stores, Inc., asks the U.S. Bankruptcy Court for the
District of New Jersey for:

   (a) authority to extend the time within which it must assume,
       assume and assign, or reject five nonresidential real
       property leases to Dec. 7, 2005; and

   (b) approval of a designation rights agreement between the
       debtor and Hilco Real Estate, LLC.

The Debtor, in consultation with the creditors committee, has
identified certain leases that may have value to the estate.  The
Debtor wants to extend the time to assume or reject five leases
because at this juncture the Debtor has entered into negotiations
to sell and assign these leases but has not concluded its
negotiations.

The five leases are:

Store No. Location              Lessor               Expiration
--------- --------              ------               ----------
   091     1840 Heights Plaza    Heights Associates     2/28/08
           Shopping Center       U.S. Steel Tower
           Natrona               600 Grant Street
           Heights, PA 15065     44th Floor
                                 Pittsburgh, PA 15219

   155     Westgate Shopping     Russell Road           2/28/07
           Center                Associates
           911 Central Avenue    865 Providence Highway
           Albany, NY 12206      Dedham, MA 02026

   716     Great Eastern         Great Eastern          1/31/08
           Shoppers Center       Corporation
           932 South             191 West
           Hamilton Road         Nationwide Blvd.
           Columbus, OH 43213    Suite 200
                                 Columbus, OH 43215

   9       Store #766            AM Fairlane            6/30/10
           Fairlane Village Mall Village Mall, LLC
           Route 61 North        c/o Metro Commercial
           Pottsville, PA 17901  Management
                                 303 Fellowship Road
                                 Mount Laurel, NJ 08054

   10      Store #1002           Stop & Shop            10/31/05
           Bay Harbor Plaza      1385 Hancock Street
           55 Brick Boulevard    10th Floor
           Brick, NJ 08723       Quincy, MA 02169

            Designation Rights Agreement with Hilco

The Debtor has negotiated a Designation Rights Agreement with
Hilco Real Estate, LLC.  Hilco will pay the Debtor for the right
to market these five leases:

Store No. Location               Lessor               Expiration
--------- --------               ------               ----------
   126     Franklin Village       Laurel of Kittanning  2/28/08
           Shop Center            P.O. Box 472
           19A Route 422          Latrobe, PA 15650
           Kittanning, PA 16201

   135     College Hills          GMS Management        7/31/07
           Shopping Center        Company, Inc.
           1835 Beall Avenue      c/o National City Bank
           Wooster, OH 44691      P.O. Box 73914-N
                                  Cleveland, OH 44193

   733     Store #8 & 9           Indian Head Plaza     1/31/07
           1334 Lakewood Road     Associates
           Toms River, NJ 08755   c/o JK Management LLC
                                  1051 Bloomfield Avenue
                                  Clifton, NJ 07012

   755     Lakewood Shopping      Lakewood Plaza 9      1/31/07
           Center                 Associates, LP
           1700 Madison Avenue    Kramont Operating
           Lakewood, NJ 08701     Partnership, LP
                                  P.O. Box 978
                                  Plymouth Plaza
                                  Suite 20
                                  Plymouth Meeting, PA 19462

   765     Carteret Shopping      J.L.J. Associates     3/31/07
           Center                 801 Roosevelt Avenue
           777 Roosevelt Avenue   Carteret, NJ 07008
           Carteret, NJ 07008

The Debtor will receive $60,000 if all five of the Hilco Leases
are assigned.  If none are assigned, the Debtor will still receive
$30,000.  Hilco will retain any profit less the amount paid to the
Debtor.

The Debtor believes the Hilco Agreement is beneficial because the
Hilco Leases are deemed rejected by the Debtor.

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.


DANKA BUSINESS: March 31 Balance Sheet Upside-Down by $216 Million
------------------------------------------------------------------
Danka Business Systems PLC (NASDAQ: DANKY) reported fourth quarter
revenue of $300.2 million and an operating loss of $48.7 million
excluding restructuring and goodwill impairment charges.  For the
full year, Danka reported revenue of $1.233 billion and an
operating loss of $41.6 million excluding restructuring and
goodwill impairment charges.  The results include an increase to
its U.S. trade receivables allowance for doubtful accounts of
$17.8 million in the fourth quarter.  Including the previously
announced goodwill impairment charges of $70.9 million and
restructuring charge of $12.7 million, the Company reported a
total operating loss of $132.3 million for the fourth quarter and
$122.6 million for the full year.

"I was disappointed by our fourth quarter results, including some
of the significant one-time, non-cash charges we had to take in
the quarter," commented Danka Chief Executive Officer Todd Mavis.
"I was encouraged by the progress we made during the quarter in
executing on several elements of our ongoing Vision 21 program,
including reducing worldwide headcount, facility closures and
other initiatives which, when completed, are expected to reduce
expenses by $60-$73 million annually when fully realized.  We
improved aspects of our working capital position in the quarter,
including decreases in inventories of 19%, a two day improvement
in Days Sales Outstanding and positive cash generation.  We also
put into place the foundation to create broader and more
profitable relationships with our best customers, upgraded and
added to our sales forces in the U.S. and U.K., and enhanced our
products and services matrix in support of our high-value Managed
Print Services solution. Overall, the fourth quarter capped a very
difficult year for Danka," continued Mavis.  "In fiscal year 2006,
we must move quickly to capitalize on our market opportunities,
continue refining our product offerings, ensure a cost structure
that works for our business and achieve consistency in our
execution."

Danka intends to timely file its Form 10-K filing for fiscal 2005.
As required by Section 404 of the Sarbanes-Oxley Act, the Company
will be disclosing that it has material weaknesses in internal
controls relating to its information technology general controls,
revenue and billing processes, inventory and rental assets custody
and tracking processes, its financial statement close process and
its income tax process.

"We conducted an exhaustive management assessment of internal
controls as required by Sarbanes-Oxley," said Mavis.  "This
assessment has identified several areas in which the Company's
processes require improvement.  The Company implemented important
improvements within fiscal 2005 and will continue aggressive
remediation activities throughout fiscal 2006."

The Company also announced that Chief Financial Officer, Mark
Wolfinger, will retire from the Company effective at the end of
June.  Mr. Wolfinger has been the company's CFO since 1998 and has
played an integral role in guiding the company through a series of
financial transactions and restructuring.  "We thank Mark deeply
for his many significant contributions to Danka and wish him the
best in his retirement," said Mavis.

                      About the Company

Danka Business Systems PLC delivers value to clients worldwide by
using its expert technical and professional services to implement
effective document information solutions. As one of the largest
independent providers of enterprise imaging systems and services,
the company enables choice, convenience, and continuity.  Danka's
vision is to empower customers to benefit fully from the
convergence of image and document technologies in a connected
environment. This approach will strengthen the company's client
relationships and expand its strategic value.  For more
information, visit Danka at http://www.danka.com/

At Mar. 31, 2005, Danka Business Systems PLC's balance sheet
showed a $216,687,000 stockholders' deficit, compared to a
$64,755,000 deficit at Mar. 31, 2004.


ENRON CORP: Wants Court Nod on Four Settlement Pacts
----------------------------------------------------
Reorganized Enron Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
approve four settlement agreements between:

    Debtor Party                   Counterparty
    ------------                   ------------
    Enron Gas Liquids, Inc.        Williams Power Company, fka
    Enron Liquid Fuels, Inc.          Williams Energy Marketing &
    Enron Clean Fuels Company         Trading Company

    Enron Corp.                    Renaissance Reinsurance Ltd.
    Enron North America Corp.

    Enron Energy Services, Inc.    County of San Mateo

    Enron North America Corp.      FirstEnergy Corp.
    Enron Power Marketing, Inc.    Ohio Edison Company, Inc.
                                   American Transmission Systems

The Debtors entered into one or more prepetition contracts with
the Counterparties.

Following discussions, the parties agreed that:

    1. Williams, FirstEnergy and San Mateo County will pay the
       Reorganized Debtors payments as are due under the
       Contracts; each scheduled liability or proof of claim
       reflecting sums owed to Williams, FirstEnergy and San
       Mateo County will be deemed irrevocably withdrawn, with
       prejudice, and to the extent applicable expunged and
       disallowed in its entirety; and the Reorganized Debtors
       and Williams, FirstEnergy and San Mateo County will
       exchange mutual releases of claims related to the Contracts
       and any pending litigation.

    2. Renaissance's Claim No. 1852 against ENA for $278,700 will
       be allowed as a prepetition, general unsecured class 5
       claim.  Renaissance's Claim No. 1854 against Enron Corp.
       for an unliquidated amount no less than $278,700, will be
       allowed as a Class 185 Claim against Enron Corp. for
       $97,545, which represents the allowed amount of the ENA
       Claim minus a 65% discount.

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: Wants Court Nod on EcoElectrica Settlement Pact
-----------------------------------------------------------
On October 31, 1997, EcoElectrica, L.P. entered into contracts in
connection with its power plant, desalination plant, and liquid
natural gas import terminal and storage facility with entities
indirectly owned or controlled by Enron Corp.  The contracts
include these agreements:

    1. Tolling Agreement with Enron LNG Power (Atlantic) Ltd.,

    2. LPG Agreement with The Protane Corporation,

    3. Onshore Construction Contract with Enron Power I (Puerto
       Rico), Inc., and

    4. Offshore Supply Contract with Enron Equipment
       Procurement Company.

Enron and Enron Power Corp. guaranteed the Contracts.

The second and final phase of the Onshore Contract, Andrew M.
Troop, Esq., at Weil, Gotshal & Manges LLP, in New York, relates,
was completed by Enron Puerto Rico ahead of schedule, entitling
it to an early completion bonus for $1,326,968 and other payments
for $1,290,000, subject to interests at 2% per annum.

EcoElectrica withheld timely payment of the Completion Bonus
pending resolution of its general warranty claims against EEPC
and Enron Puerto Rico for:

    -- $851,396 in completing the Warranty Claims, and

    -- $195,000 paid to the Environmental Protection Agency in
       response to a Notice of Violation from the Agency.

EcoElectrica asserted that it may set off a portion of the
Completion Bonus in satisfaction of those claims, and that doing
so is not stayed by Section 362(a) of the Bankruptcy Code because
Enron Puerto Rico is not a Debtor.

EcoElectrica wired $1,864,868 to Enron Puerto Rico, which
represented the Completion Bonus plus interest through July 31,
2004, less the alleged offset.

In a Settlement Agreement, the Enron Entities, EcoElectrica and
ABN AMRO Bank N.V., representing various lenders who financed the
Contracts, agree that:

    a. The Enron Entities will retain the net payment;

    b. The parties will exchange mutual releases of claims related
       to the Contracts;

    c. Each claim filed by or on behalf of EcoElectrica or ABN
       Amro against the Enron Entities in connection with the
       Contracts will be deemed irrevocably withdrawn, with
       prejudice, and to the extent applicable, expunged and
       disallowed; and

    d. Each scheduled liability related to EcoElectrica or ABN
       Amro will be deemed irrevocably withdrawn, with prejudice,
       and to the extent applicable, expunged and disallowed.

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

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


ENRON CORP: SDC 7 Holds $1 Million Allowed Unsecured Claim
----------------------------------------------------------
SDC 7 filed Claim No. 2045 for $1,015,484 in Enron Energy
Services North America, Inc.'s Chapter 11 case for damages
arising out of a Building Lease Agreement dated January 7, 1998.
The leased premises is located at Alcosta Boulevard, San Ramon,
California.

The Debtors rejected the Agreement effective March 15, 2002.
Prior to rejection, the Debtors paid SDC two postpetition
payments, one of which was $113,491 as payment for rent and
operating expenses for the entire month of March 2002.

In a Court-approved stipulation, the parties agree that:

     1. The SDC Claim will be reduced and allowed as a Class 32
        General Unsecured Claim for $1,004,501;

     2. SDC will pay EESNA $50,000 for the Postpetition
        Overpayment;

     3. The SDC Claim will be paid in accordance with the Plan,
        provided that, the first $50,000 of the Distribution will
        be retained by the Debtors in satisfaction of SDC's
        Reimbursement Obligations;

     4. In the event that the SDC Distribution is insufficient to
        pay the $50,000 in full, the Reorganized Debtors expressly
        retain all of their rights and interests in the
        Reimbursement Obligation; and

     5. All Scheduled Liabilities related to SDC are disallowed in
        their entirety in favor of the Allowed Claim.

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

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


EXIDE TECH: Completes Pension Waiver Process
--------------------------------------------
Exide Technologies (NASDAQ: XIDE) completed the process of
obtaining its pension waivers for Plan Years 2003 and 2004.

On Nov. 17, 2004, the Internal Revenue Service granted Exide a
temporary waiver of unfunded liabilities of approximately
$50 million for Plan Years 2003 and 2004, subject to satisfying
certain conditions, including securing the waived amounts in a
manner acceptable to the Pension Benefit Guaranty Corporation.  
As of June 13, 2005, Exide has reached agreement with the PBGC
regarding acceptable security for the waived pension liabilities
which will be paid over a five-year period through 2010.

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

                        *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


EXIDE TECH: Soros Entities Disclose 4.5% Equity Stake
-----------------------------------------------------
Soros Fund Management LLC discloses in a regulatory filing with
the Securities and Exchange Commission that it has ceased to own
more than 5% of Exide Technologies' common stock.

From April 25 to May 20, 2005, SFM LLC sold 699,300 Exide shares:

   Date of Transaction       Shares Sold       Price Per Share
   -------------------       -----------       ---------------
   April 25, 2005                 22,500           $12.1388
   April 26, 2005                 31,000           $12.3143
   April 27, 2005                    200           $12.1500
   May 6, 2005                     5,000           $10.8162
   May 17, 2005                  250,000            $6.2040
   May 17, 2005                  150,000            $6.8140
   May 18, 2005                   15,600            $6.1548
   May 19, 2005                   75,000            $5.4000
   May 19, 2005                    5,000            $5.4070
   May 19, 2005                   95,000            $5.3632
   May 20, 2005                   50,000            $5.2245

According to Richard D. Holahan, Jr., Assistant General Counsel
of Soros Fund Management, SFM LLC and its chairman, George Soros,
may be deemed the beneficial owner of 1,110,852 shares held for
Quantum Partners' account.  This consists of:

   (i) 823,000 Shares; and

  (ii) 287,852 Shares issuable upon conversion of the Convertible
       Notes.

The Shares represent a 4.5% equity stake in Exide.

Mr. Holahan also reports that on May 17 to 19, 2005, SFM LLC, for
the account of Quantum Partners, sold $7 million, $3 million and
$2 million, of Exide's 10-1/2% senior notes, due 2013.  All the
transactions were over-the-counter sales.

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

                        *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


FEDERAL-MOGUL: Wants to Hire Hymans Robertson as Actuaries
----------------------------------------------------------
One of the principal unresolved issues in Federal-Mogul
Corporation and its debtor-affiliates' Chapter 11 cases and
administration proceedings in the United Kingdom is the valuation
and treatment of claims relating to the T&N Pension Scheme.

The T&N Pension Trustees allege that the T&N Pension Scheme is
currently underfunded.  The Trustees relate that in a termination
event under the United Kingdom pensions legislation, the funding
deficiency in the T&N Pension Scheme is estimated at GBP1.8
billion.

John J. Gasparovic, Federal Mogul Corporation's Senior Vice
President and General Counsel, relates that for many months now,
the Debtors and other Plan Proponents have attempted to engage
the T&N Pension Trustees in negotiations to reach a consensual
determination of claims held by the T&N Pension Trustees.  But
the negotiations have yet to reach a successful outcome.

Due to the length and tenor of the negotiations, the Debtors see
the need to employ a consultant to provide actuarial advice and
expert assistance relating to the T&N Pension Scheme.  In
particular, Federal-Mogul believes that it will be essential to
have access to detailed analyses of the various options related
to the T&N Pension Scheme.  The analyses will be crucial with
respect to ongoing negotiations concerning the Plan and may be
used in potential future litigation related to the T&N Pension
Scheme, Mr. Gasparovic notes.

Mr. Gasparovic tells the U.S. Bankruptcy Court for the District of
Delaware that the actuaries to the T&N Pension Scheme, Mercer
Human Resources Consulting, recently concluded its latest
triennial valuation of the assets and liabilities for the T&N
Pension Scheme.

Mr. Gasparovic believes that it is essential for Federal-Mogul
and the other Plan Proponents to understand from an actuarial
point of view whether the methodology utilized by Mercer was
appropriate and provided the most accurate assessment of the T&N
Pension Scheme's assets and liabilities.  In that way, Federal-
Mogul and the other Plan Proponents may participate fully and
appropriately in negotiations with the T&N Pension Trustees.

Federal-Mogul began to interview various firms in the United
Kingdom that provide pensions-related actuarial and consulting
services.  Mr. Gasparovic notes that the number of firms capable
of providing the kind of services in connection with a pension
scheme as large as the T&N Pension Scheme is limited.  Federal-
Mogul was quickly able to identify three suitable firms.

After interviewing those firms, Federal-Mogul identified Hymans
Robertson LLP as the firm best suited to provide actuarial and
consulting services.

The Debtors ask the Court to authorize them to employ Hymans
Robertson to provide expert actuarial advice, analysis and
consulting services related to the T&N Pension Scheme, nunc pro
tunc to April 19, 2005.

             About Hymans Robertson & its Professionals

Hymans Robertson is an independent limited liability partnership
that has provided advisory and management services with respect
to occupational pension schemes in the United Kingdom since 1921.
Hymans Robertson's core services include actuarial consultancy
and pension scheme design and management.

The proposed lead consultants are Ronnie Bowie and Clive Fortes.

Mr. Bowie has been a partner with Hymans Robertson since 1981,
and has been actively involved in the provision of actuarial and
consulting services to companies and trustees since 1980.  In
addition, Mr. Bowie served as Chairman of the Pensions Board of
the Faculty and Institute of Actuaries from July 2002 to July
2004.

Mr. Fortes has been a partner since 1997 and is the head of the
firm's actuarial practice.  Mr. Fortes has advised both trustees
and companies in the management of pension arrangements and on
scheme wind-ups.  Mr. Fortes is a member of the main committee of
the Association of Consulting Actuaries and was previously a
member of the Pensions Committee of the Association of Consulting
Actuaries.

The Debtors believe that Mr. Bowie and Mr. Fortes are well
qualified to perform the actuarial services.

                      Services to be Rendered

Hymans Robertson is expected to:

    (a) review and analyze the actuarial assumptions and
        calculations of Mercer with respect to the T&N Pension
        Scheme;

    (b) develop and analyze alternative methods to account for the
        funding or assumption of the T&N Pension Scheme;

    (c) provide consulting services related to the T&N Pension
        Scheme as is necessary in the negotiation of a plan of
        reorganization.  These services may include advising
        Federal-Mogul in connection with negotiations with
        pensions regulators in the United Kingdom and the Pension
        Protection Fund, a newly created independent funding
        service for pensions in the United Kingdom that serves a
        function roughly similar to that of the Pension Benefit
        Guaranty Corporation in the United States; and

    (d) provide other actuarial and consulting services with
        respect to the T&N Pension Scheme, including possible
        expert witness testimony, as needed.

                         Fees and Expenses

Hymans Robertson will bill the Debtors on an hourly basis:

          Professional                 Hourly Rate
          ------------                 -----------
          Ronnie Bowie                   GBP550
          Clive Fortes                   GBP425
          Others                     GBP200 - GBP350

The rates are subject to periodic adjustments to reflect economic
and other conditions, and are typically adjusted on an annual
basis.

Mr. Fortes assures Judge Lyons that Hymans Robertson does not
represent or hold any material adverse interest to the Debtors or
their estates with respect to matters on which the firm is to be
employed.  The Debtors believe that Hymans Robertson is
"disinterested" pursuant to Section 327 of the Bankruptcy Code
and Rule 2014 of the Federal Rules of Bankruptcy Procedure.

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)


GLOBAL CROSSING: Forest City Holds $1.2 Mil. Allowed Unsec. Claim
-----------------------------------------------------------------
Pursuant to the Court-approved procedures for resolving
objections to claims, the Global Crossing Estate Representative
has settled certain objections to two proofs of claim filed
against the GX Debtors.

Under the settlement terms, the GX Representative and Forest City
Commercial Management, Inc., have agreed that Forest City's Claim
No. 2412, aggregating $1,192,485, will be deemed an allowed
general unsecured claim for $1,171,766.  Claim No. 2412 will be
treated in accordance with the terms of the GX Debtors' Plan,
provided that the payment against Claim No. 2412 will not be made
until the time as the avoidance action commenced by the GX
Representative against Forest City is fully and finally resolved
by settlement, adjudication or otherwise.

In addition, Verisign, Inc.'s Claim No. 6494, originally
asserting $257,973, will be deemed an allowed general unsecured
claim for $184,243.

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

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


GREAT LAKES: Liquidity Concerns Prompt S&P to Junk Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior secured debt ratings on dredging company Great
Lakes Dredge & Dock Corp. to 'CCC+' from 'B-'.  At the same time,
Standard & Poor's lowered its subordinate debt rating to 'CCC-'
from 'CCC'.  All ratings are placed on CreditWatch with negative
implications.

"The lower ratings reflect our heightened concerns about the
company's liquidity profile," said Standard & Poor's credit
analyst Paul Kurias.  Great Lakes has a June 15 bond interest
payment of approximately $6.8 million, while the availability on
its revolving credit facility at March 31 was only $11 million.
Given the lumpiness of working capital in the dredging business,
financial flexibility could be very tight.

At the previous rating, Standard & Poor's had expected the company
to maintain about $20 million of liquidity, but that does not
appear reasonable at this time, partly because of some recent
starting delays for company dredging projects in the New York
region.  Great Lakes operates the largest fleet of dredging
equipment in the U.S. and has averaged a combined-bid market share
of more than 40% over the past three years.

In addition to its dredging business, the company owns an 85%
stake in North American Site Developers Inc., a provider of
commercial and industrial demolition services in Boston,
Massachusetts.  That business accounts for about 10% of total
revenues.  At March 31, 2005, total debt including the present
value of operating leases was $347 million, resulting in total
debt to EBITDA of more than 10x for the previous 12 months.

Near-term business prospects in the dredging sector appear robust;
however, Great Lakes' tight liquidity may constrain the company as
it tries to obtain sizable project awards.

Standard & Poor's will meet with management to discuss its near-
term strategies to enhance liquidity.  However, the ratings could
be lowered again if financial flexibility tightens further.


GREENWICH CAPITAL: Fitch Holds Low-B Ratings on 6 Mortgage Certs.
-----------------------------------------------------------------
Greenwich Capital Commercial Mortgage Trust's mortgage pass-
through certificates, series 2002-C1 are affirmed by Fitch
Ratings:

     -- $54.9 million class A-1 'AAA';
     -- $80.8 million class A-2 'AAA';
     -- $137.8 million class A-3 'AAA';
     -- $608.2 million class A-4 'AAA';
     -- Interest-only class XPB 'AAA';
     -- Interest-only class XP 'AAA';
     -- Interest-only class XC 'AAA';
     -- $46.5 million class B 'AA';
     -- $11.6 million class C 'AA-';
     -- $14.5 million class D 'A+';
     -- $20.4 million class E 'A';
     -- $16 million class F 'A-';
     -- $16 million class G 'BBB+';
     -- $17.4 million class H 'BBB';
     -- $14.5 million class J 'BBB-';
     -- $20.4 million class K 'BB+';
     -- $20.4 million class L 'BB';
     -- $8.7 million class M 'BB-';
     -- $5.8 million class N 'B+';
     -- $8.7 million class O 'B';
     -- $4.4 million class P 'B-'.

Fitch does not rate the $22.8 million class Q certificates.

The affirmations are due to stable loan performance and limited
paydowns since issuance. As of the May 2005 distribution date, the
pool's aggregate certificate balance has decreased 2.8%, to $1.13
billion from $1.18 billion at issuance.  The pool suffered a $1.86
million principle loss in August of 2004.  The unrated Q class
absorbed the loss.

The A-note of 311 South Wacker Drive is the largest loan (6.34%)
in the pool, and no longer maintains an investment grade credit
assessment.  As of year-end 2004, occupancy decreased to 71% as of
YE 2004 from 82% at issuance.  Based on YE 2004 financials, the
Fitch stressed debt service coverage has declined to 1.18 times
(x) versus 1.40x at issuance.  The property's financial
performance has declined due to a lower average rental rate as
well as the loss of some tenants following their lease
expirations.  Management is actively marketing the property and
has several prospective tenants, although near-term rollover
remains a concern. The B-note to this loan (1.31%) also resides
within the trust.

Currently, three loans (2.86%) are in special servicing, with
losses projected on one of these loans.  This loan (0.1%) is
secured by a multifamily property located in Natchitoches, LA and
is currently 90 days delinquent. The special servicer is pursuing
foreclosure on the property.


HOLLYWOOD CASINOS: Black Diamond Increases Offer to $169 Million
----------------------------------------------------------------
Black Diamond Capital Management, a major bondholder of Hollywood
Casino Shreveport, increased its offer to buy the financially
troubled company from $160,000,000 to $169,000,000.

HCS I, Inc., the managing partner of Hollywood Casino, entered
into an investment agreement with Eldorado Resorts LLC providing
for the acquisition of the casino by Eldorado for $153,600,000.  
The company's creditors have voted for the sale of the property to
Eldorado.

Robert W. Raley, Esq., counsel for Black Diamond, said in
published reports that the offer is in cash.  Black Diamond's new
offer will be discussed in a special meeting of Hollywood's board
of directors this week.  

According to the Shreveporttimes.com, Black Diamond is hoping that
even if Hollywood doesn't take the offer, the Bankruptcy Court
will decide that Hollywood has an obligation to its creditors and
won't confirm the plan of reorganization drafted by Eldorado.

"To this point (Hollywood lawyers) have just been taking a hard
line," Mr. Raley told the Shreveporttimes.  "I don't understand
why they've invested so much following through on something,
whether it's better or not."

                      About Eldorado Resorts

Eldorado Resorts LLC owns and operates the Eldorado Hotel & Casino
in Reno, Nevada, and is a joint venture partner with Mandalay
Resort Group in the Silver Legacy Resort Casino, also located in
Reno.  The Eldorado Hotel & Casino, had net operating revenues of
$133,000,000 in 2003, has over 84,000 square feet of gaming space,
including over 1,800 slot machines and approximately 75 table
games, 817 guest rooms, 12,000 square feet of convention space and
is renowned for its eight restaurants.  The Silver Legacy Resort
Casino had 2003 net operating revenues of $152,000,000. The Silver
Legacy has over 87,000 square feet of gaming space, including over
2,000 slot machines and 80 table games, 1,170 guest rooms, 90,000
square feet of exhibit and convention space, and operates six
distinctive restaurants.

Headquartered in Shreveport, Louisiana, Hollywood Casino
Shreveport operates a casino hotel and resort featuring riverboat
gambling.  Its creditors led by Black Diamond Capital Management
filed an involuntary chapter 11 protection on September 10, 2004
(Bankr. W.D. La. Case No. 04-13259).  Robert W. Raley, Esq. at 290
Benton Road Spur, Bossier City, LA 71111 and Timothy W. Wilhite,
Esq. at Downer, Hammond & Wilhite, LLC, represent the petitioners
in their involuntary petition against the Debtor.  The Company
owed $34,958,113 to the petitioners.


HORSEHEAD INDUSTRIES: Sells Rosamond Property to MSBH for $270K
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the sale of Horsehead Industries, Inc., and its debtor-
affiliates' property in Rosamond, California to MSBH Land
Corporation for $270,000.

The Property consists of approximately 80 acres situated in the
California desert at 1050 Sierra Highway, Rosamond, California.  
The sale includes five buildings, the land surrounding them, and
some personal property.  Approximately 100 feet beyond the
property boundary is the Edwards Air Force Base property boundary.

                      Previous Asset Sales

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

The Court also gave the Debtors permission to sell their
unimproved real property, adjacent to its former Monaca plant, to
SCB Services Corp. for $3 million.  The sale is subject to higher
and better offers.  The Court will hold a sale hearing tomorrow,
June 15, 2005, to sell the property to the highest bidder emerging
from an auction yesterday.  

The Debtors anticipate using the proceeds of these asset sales to
fund a yet-to-be-proposed chapter 11 plan.  

Horsehead Industries, Inc., d/b/a Zinc Corporation of America, was
the largest zinc producer in the United States, and its affiliates
filed for chapter 11 protection on August 19, 2002 (Bankr.
S.D.N.Y. Case No. 02-14024).  Laurence May, Esq., at Angel &
Frankel, PC represents the Debtors in their restructuring efforts.   
On December 12, 2003, the Court authorized the sale of the
Debtors' businesses and substantially all of their assets to
Horsehead Acquisition Corp.  The sale closed on Dec. 23 and 24,
2003.  The Debtors are in the process of selling their remaining
assets.  When the Company filed for protection from its creditors,
it listed $215,579,000 in assets and $231,152,000 in debts.


INTERSTATE BAKERIES: Wants Until Jan. 19 to File Chapter 11 Plan
----------------------------------------------------------------
Interstate Bakeries Corporation ask the U.S. Bankruptcy Court for
the Western District of Missouri to extend their exclusive period
to:

   (1) file a plan of reorganization through January 19, 2006;
       and

   (2) solicit acceptances of that plan through March 20, 2006.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, informs the Court that the Debtors are now
into the second stage of their restructuring process, which
involves an exhaustive review of each of their 10 profit centers
on an individual basis.  To date, the Debtors have completed the
review of profit centers in the Florida and Georgia region, the
Mid-Atlantic region, and northeast region of the United States.

Based on these reviews, the Debtors intend to implement changes
that will affect nearly every bakery, depot and route within the
three profit centers.

The Debtors, Mr. Ivester reports, are in various stages of
reviewing their remaining profit centers.  They plan to complete
the reviews of the remaining profit centers and implement the
changes indicated by the reviews before year-end.

"The Debtors, however, recognize that the business changes
resulting from such reviews entail certain implementation risks,"
Mr. Ivester says.  "[I]t cannot be determined with precision that
forecasted sales will be achieved in terms of either sales volume
or gross margin."

The Debtors anticipate that there will be a period of transition
before the true impact of the projected efficiencies can be
realized.

According to Mr. Ivester, understanding the impact of any changes
made in the 10 profit centers will be essential in the next stage
of the restructuring process and the development of a long-term
business plan.  Once the Debtors have formulated a long-term
business plan, the Debtors anticipate testing the business plan.

The Debtors, therefore, need more time to:

   -- continue to work diligently towards a successful
      reorganization;

   -- to review the other seven profit centers and implement
      changes based on the reviews;

   -- formulate a long-term business plan; and

   -- engage in all necessary discussions with the Debtors'
      constituencies regarding a plan of reorganization prior to
      January 19, 2006.

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


JIMMIE LOTHRINGER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jimmie R. & Sandra J. Lothringer
        dba Lothringer Farms
        P.O. Box 647
        Dilley, Texas 78017

Bankruptcy Case No.: 05-53445

Type of Business: The Debtors have a 25% stake in South Texas
                  Grass Farm LLC; 90% stake in Rio Bravo
                  Exploration, LLP; 33.3% stake in Randall's Pride
                  Sweet Potato Co., L.P.; and own shares of 123
                  ID, Inc.

Chapter 11 Petition Date: June 13, 2005

Court: Western District of Texas (San Antonio)

Debtors' Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 105
                  San Antonio, Texas 78230
                  Tel: (210) 342-7100

Total Assets: $19,422,016

Total Debts:  $11,157,859

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Helena Chemical Company       Chemicals                 $487,175
P.O. Box 846350
Dallas, TX 75284-6350

Stoller USA, Inc.             Chemicals                 $209,238
4001 West Sam Houston
Parkway #1
Houston, TX 77043

Majestic Produce Sales        Loan                      $175,000
4220 North Bicentenial Drive
McAllen, TX

Wilbur - Ellis Co.            Chemicals                 $131,994
3809 West Monte Cristo
Edinburg, TX 78541

Wilbur - Ellis Co.            Chemicals                  $62,483
3809 West Monte Cristo
Edinburg, TX 78541

Citibank VISA                 Credit Card                $48,114
Box 6414
The Lakes, NV 88901-6414


Frio County Appraisal         Taxes                      $43,464
District
P.O. Box 878
Dilley, TX 78017

Farm Plan                     Credit Card                $35,000
P.O. Box 77000
Detroit, MI 48277-0178

Amadas Industries, Inc.       Peanut Combine Parts       $30,403
P.O. Box 890324
Charlotte, NC 28289-0234

Wilbur - Ellis Co.            Chemicals                  $26,489
3809 West Monte Cristo
Edinburg, TX 78541

Security Service Federal      Vehicle Loan               $20,994
Credit Union                  Value of security:
16211 La Cantera Parkway      $10,000
San Antonio, Texas 78256-2419

Bank of America Visa          Credit Card                $16,653
P.O. Box 15480
Wilmington, DE 19850

Frio County                   Taxes                      $16,196
500 East San Antonio, Box 20
Pearsall, TX 78061-3145

Bank One/Chase                Credit Card                $15,048
P.O. Box 15298
Wilmington, DE 19886-5548

Toyota Financial Services     Purchase Money             $13,465
P.O. Box 650686               Value of security:
Dallas, TX 75205-0686         $7,500

Petty Oil                     Oil, diesel                $11,567
P.O. Box 1212
Pearsall, TX 78061

L. W. Mumme, District         Oil                         $9,995
Drawer A
Dilley, Texas 78017

Discover Card                 Living Expenses             $7,544
P.O. Box 15192
Wilmington, DE 19850-5192

Providian Visa                Credit Card                 $7,194
P.O. Box 660509
Dallas, TX 75266-0509

Smith Company                 Aerial services             $6,365
5105 Spur 581
Pearsall, TX 78061


KEYSTONE CONSOLIDATED: U.S. Trustee Alters Creditors' Committee
---------------------------------------------------------------          
The U.S. Trustee for Region 11 amended his appointment of the
members of the Official Committee of Unsecured Creditors in
Keystone Consolidated Industries, Inc., and its debtor-affiliates'
chapter 11 cases.  The U.S. Trustee replaced Pacholder Associates
with JP Morgan High Yield Partners LLC.

The six creditors currently serving on the Committee are:

   1. The Bank of New York, as Indenture Trustee
      c/o Martin Feig
      101 Barclay St. (8 West)
      New York, New York 10286
      Tel: 212-815-5383; Fax: 212-815-5131

   2. JP Morgan High Yield Partners LLC
      Attn: Scott Telford
      8044 Montgomery Rd., Suite 382
      Cincinnati, Ohio 45326
      
   3. Ameren Cilco
      Attn: Edward C. Fitzhenry
      P.O. Box 66149
      St. Louis, Missouri 63166
      Tel: 314-554-3533, Fax: (314) 554-4014

   4. Peoria Disposal Company
      Attn: Steven C. Davison
      4700 N Sterline Ave.
      Peoria, Illinois 61615
      Tel: 309-686-8033, Fax: 309-688-9611

   5. Midwest Mill Service
      Attn: Ken Walmsley
      9300 Dix Ave.
      Detroit, Michigan 48209
      Tel: 313-429-2281, Fax: 313-849-9441

   6. Independent Steel Workers Alliance
      Attn: Roy Griffith
      106 Bolivia Bartonville, Illinois 61607
      Tel: 309-697-0126, Fax: 309-697-0130

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

Headquartered in Dallas, Texas, Keystone Consolidated Industries,
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The
Company filed for chapter 11 protection on February 26, 2004,
(Bankr. E.D. Wisc. Case No. 04-22422).  Daryl L. Diesing, Esq., at
Whyte Hirschboeck Dudek S.C., and David L. Eaton, Esq., at
Kirkland & Ellis LLP, represent the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, it listed $196,953,000 in total assets and $365,312,000
in total debts.


KRISPY KREME: Ernst & Young Taking Bids for KremeKo's Assets
------------------------------------------------------------
Ernst & Young Inc., the Monitor appointed in KremeKo Inc.'s CCAA
proceedings, outlined a process to sell the Debtor's assets on
June 6, 2005.  The Ontario Superior Court of Justice approved the
sale process on May 13, 2005.  Although some issues regarding
other restructuring alternatives being considered by KremeKo
remain unresolved, the Company, E&Y said, decided to start
marketing its assets with the approval of its secured lenders --
GE Canada and BNS.  The Company thinks an asset sale, rather than
a restructuring, may maximize value for stakeholders.

                     Restructuring Efforts

Since its CCAA filing, KremeKo undertook a number of restructuring
initiatives including the closure of four unprofitable stores, the
reduction of staff at its head office, and the establishment of
the Key Employment Retention Program.  The Court approved the KERP
on May 19, 2005.

The Company also entered into a wholesale agreement with Shell
Canada.  The Company began selling its products at 115 Shell
stations during the first week of June 2005.

The Company said it expects to further improve operations as it
implements additional cost reduction initiatives over the course
of the next several weeks.

On May 12, 2005, the Ontario Ministry of Labour charged KremeKo
with three violations under the Occupational Health and Safety Act
in connection with a workplace accident at the Company's Heartland
store on Aug. 13, 2004, where one of its employees was injured.  
The Company could pay a $1.5 million fine if the Court find it
guilty.

                        Stay of Proceedings

KremeKo asked the Court to extend the CCAA stay until Aug. 5,
2005, to permit the sale process to unfold without disruption.  An
extension, in the Monitor's opinion, is in the best interests of
the Company's stakeholders.  

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


KRISPY KREME: KremeKo Amends $1.5 Million DIP Financing
-------------------------------------------------------
KremeKo Inc. amended a term sheet with Krispy Kreme Doughnut
Corporation allowing the Company to borrow a maximum of
$1.5 million in three tranches of $500,000 each.  The availability
of the tranches under the Amended Term Sheet is as follows:

   Tranche 1 - Available and committed from the beginning of the
               CCAA proceedings until July 22, 2005.  Amounts
               outstanding are not repayable until the earlier of
               Aug. 15, 2005; the completion of the asset sale;
               and the occurrence of an event of default under the
               amended term sheet;

   Tranche 2 - Available and committed from the Tranche 1
               Termination Date to the Maturity Date; and

   Tranche 3 - Available on the same basis as Tranche 2, although
               not as a committed facility but rather at Krispy
               Kreme's sole option.

KremeKo projects negative cash flows for the nine-week period
ending Aug. 5, 2005:

                            KREMEKO, INC.
                    Revised Cash Flow Forecast
           For the Nine-Week Period Ending Aug. 5, 2005

               Receipts                    $4,628,000
               Disbursements                6,014,000
                                           ----------
               Net Cash Flow               (1,386,000)
               Opening Cash Balance           456,000
                                           ----------
               Closing Cash Balance         ($930,000)
                                           ==========

The Company says it will require access to the DIP facility during
the week beginning June 20, 2005.  As of June 8, 2005, KremeKo had
not drawn on the available DIP financing.  The Amended DIP Term
Sheet is subject to the approval of the Ontario Court.

KremeKo, Inc., a Krispy Kreme Doughnuts, Inc. franchisee,
filed an application with the Ontario Superior Court of Justice
to restructure under the Companies' Creditors Arrangement Act, on
Apr. 15, 2005.  Pursuant to the Court's Initial Order, Ernst &
Young Inc. was appointed as Monitor in KremeKo's CCAA proceedings.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme is
a leading branded specialty retailer of premium quality doughnuts,
including the Company's signature Hot Original Glazed.  Krispy
Kreme currently operates approximately 400 stores in 45 U.S.
states, Australia, Canada, Mexico, the Republic of South Korea and
the United Kingdom.  Krispy Kreme can be found on the World Wide
Web at http://www.krispykreme.com/


LAIDLAW INT'L: FMR CORP. Discloses 13% Equity Stake
---------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 10, 2005, Eric D. Roiter discloses that FMR
Corp. is now deemed to beneficially own 13,026,973 shares of
Laidlaw International, Inc., Common Stock:

                                      No. of Shares   Percentage
                                      Beneficially    Outstanding
     Reporting Person                 Owned           of Shares
     ----------------                 -------------   -----------
     FMR Corp.                          13,026,973      13.000%
     Edward C. Johnson 3d               13,026,973      13.000%
     Abigail P. Johnson                 13,026,973      13.000%
     Fidelity Mgt & Research Co.        10,682,898      10.661%
     Fidelity Mgt Trust Company          1,603,275       1.600%
     Fidelity International Limited        740,800       0.739%

Mr. Johnson 3d is Chairman of FMR Corp. and Abigail P. Johnson is
a Director of FMR Corp.  Members of the Mr. Johnson 3d's family
are the predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of FMR Corp.'s voting
power.

Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding FMR Corp. voting stock.  The Johnson family
group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares
will be voted in accordance with the majority vote of Class B
shares.  Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting agreement,
members of the Johnson family may be deemed, under the Investment
Company Act of 1940, to form a controlling group with respect to
FMR Corp.

(A) Fidelity Management & Research Company

Fidelity Management & Research Company is a wholly owned
subsidiary of FMR Corp. and an investment adviser.  Fidelity
Management & Research is the beneficial owner of 10,682,898
shares or 10.661% of the Laidlaw Common Stock outstanding, as a
result of acting as investment adviser to various investment
companies.

Edward C. Johnson 3d, FMR Corp., through its control of Fidelity,
and the funds each has sole power to dispose of the 10,682,898
shares owned by the Funds.

Neither FMR Corp. nor Mr. Johnson 3d, has the sole power to vote
or direct the voting of the shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees.
Fidelity Management & Research carries out the voting of the
shares under written guidelines established by the Funds' Boards
of Trustees.

(B) Fidelity Management Trust Company

Fidelity Management Trust Company, a wholly owned subsidiary of
FMR Corp. and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934, is the beneficial owner of
1,603,275 shares or 1.600% of the Laidlaw Common Stock
outstanding, as a result of its serving as investment manager of
the institutional accounts.

Mr. Johnson 3d and FMR Corp., through its control of Fidelity
Management Trust Company, each has sole dispositive power over
1,603,275 shares and sole power to vote or to direct the voting
of 1,603,275 shares of Common Stock owned by the institutional
accounts.

(C) Fidelity International Limited

Fidelity International Limited, and various foreign-based
subsidiaries provide investment advisory and management services
to a number of non-U.S. investment companies and certain
institutional investors.  Fidelity International is the
beneficial owner of 740,800 shares or 0.739% of Laidlaw Common
Stock outstanding.

Prior to June 30, 1980, Fidelity International was a majority-
owned subsidiary of Fidelity Management & Research.  On that
date, the shares of Fidelity International held by Fidelity
Management were distributed, as a dividend, to the shareholders
of FMR Corp.  Fidelity International currently operates as an
entity independent of FMR Corp. and Fidelity Management &
Research.  The International Funds and Fidelity International's
other clients, with the exception of Fidelity Management &
Research and an affiliated company of Fidelity Management &
Research, are non-U.S. entities.

A partnership controlled by Mr. Johnson 3d and members of his
family owns shares of Fidelity International voting stock with
the right to cast approximately 39.89% of the total votes which
may be cast by all holders of Fidelity International voting
stock.  Mr. Johnson 3d is also the Chairman of Fidelity
International.  FMR Corp. and Fidelity International are separate
and independent corporate entities, and their Boards of Directors
are generally composed of different individuals.  Other than when
one serves as a sub adviser to the other, their investment
decisions are made independently, and their clients are generally
different organizations.

FMR Corp. and Fidelity International are of the view that they
are not acting as a "group" for purposes of Section 13(d) under
the Securities Exchange Act of 1934 and that they are not
otherwise required to attribute to each other the "beneficial
ownership" of securities "beneficially owned" by the other
corporation within the meaning of Rule 13d-3 promulgated under
the 1934 Act.  Therefore, they are of the view that the shares
held by the other corporation need not be aggregated for purposes
of Section 13(d).  However, FMR Corp. is making the filing on a
voluntary basis as if all of the shares are beneficially owned by
FMR Corp. and Fidelity International on a joint basis.

Fidelity International may continue to have the International
Funds or other accounts purchase shares subject to a number of
factors, including, among others, the availability of shares for
sale at what Fidelity International considers to be reasonable
prices and other investment opportunities International Funds.

Fidelity International has sole power to vote and the sole power
to dispose of 740,800 shares.

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

                         *     *     *   

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

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


MERIDIAN AUTOMOTIVE: Wants Until Sept. 25 to Decide on Leases
-------------------------------------------------------------
Section 365(d)(4) of the Bankruptcy Code provides a debtor with
60 days from the Petition Date to decide whether to assume or
reject an unexpired non-residential property lease.  The Court
has the discretion to extend that deadline for cause.  Absent
assumption or rejection, an unexpired non-residential property
lease will be deemed rejected and the non-residential property
will be surrendered to the lessor.

Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that Meridian Automotive Systems,
Inc., and its debtor-affiliates are party to at least 12 major
facility lease agreements, which include leases for office space
locations and key production and warehousing centers:

   Lessor                            Location
   ------                            --------
   2001 Centerpoint Parkway          2001 Centerpointe Parkway
                                     Suite 112, Pontiac,
                                     Michigan 48341

   DEMBS/Roth Group                  4280 Haggerty Road, Canton
                                     Michigan 48188

   Ford Motor Land Development       550 Town Center Drive,
   Corporation                       Dearborn, Michigan 48126

   GR Glen LLC                       3196 Kraft Ave., S.E.
                                     Grand Rapids, Michigan
                                     49512

   Insite Angola, L.L.C.             300 Growth Parkway
                                     Angola, Indiana 46703

   Jackson CIC                       1020 E. Main Street
                                     Jackson, Ohio 45640

   L.E. Tassel, Inc.                 3075 Brenton Road, S.E.
                                     Grand Rapids, Michigan
                                     49512

   Meri (NC) LLC                     6701 Stateville Blvd.
                                     Salisbury, North Carolina
                                     28147

   North-South Properties LLC        747 Southport Drive
                                     Shreveport, Louisiana

   P&E Realty Inc.                   13811 Roth Road, Grabill,
                                     Indiana 46173

   Rushville Manufacturing Mall      1350 Commerce Street
                                     Rushville, Indiana 46173

   Westfield Industrial Center       13881 West Chicago Street
                                     Detroit, Michigan 48228

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
District of Delaware to extend by three months the deadline within
which they must assume or reject the Real Property Leases, through
and including September 25, 2005, without prejudice to their right
to seek further extensions for cause.

According to Mr. Morton, cause exists to extend the 60-day period
because:

   (1) the Real Property Leases include many of the Debtors'
       primary production facilities, which are at the core of
       their operations and may be the subject of their ongoing
       operational restructuring;

   (2) the Debtors' Chapter 11 cases are large and complex; and

   (3) the Debtors have not had sufficient time to determine what
       role the Real Property Leases will play on a going-forward
       basis, since the Debtors' management and professionals
       have been consumed with, among other things:

          (i) obtaining interim approval of postpetition
              financing;

         (ii) obtaining interim and final approval of the first
              day motions;

        (iii) responding to information requests and concerns of
              the Official Committee of Unsecured Creditors and
              various constituencies; and

         (iv) handling the typical business emergencies that
              occurred immediately after commencement of the
              Debtors' cases.

"If the Debtors are forced to prematurely assume the Real
Property Leases, the consequences might include the Debtors being
required to pay cure obligations under the Real Property Leases
prepetition claims, and the elevation of lessor claims to
administrative expense status prior to confirmation of a plan of
reorganization," Mr. Morton tells Judge Walrath.  "In addition,
if the Debtors precipitously reject the Real Property Lease or
are deemed to reject the real Property Leases by operation of
Section 365(d)(4) of the Bankruptcy Code, they may forego
significant value in such real Property Leases, thereby resulting
in the loss of valuable property interests that may be essential
to the Debtors' reorganization."

Mr. Morton assures Judge Walrath that the Debtors intend to
perform all of their undisputed obligations arising from and
after the Petition Date in a timely fashion, including the
payment of postpetition rent due, so as not to prejudice to
lessors.

Judge Walrath will hold a hearing to consider the Debtors'
request at 10:30 a.m. (Eastern Time) on June 16, 2005.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Hires Lazard Freres as Investment Banker
-------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Lazard Freres & Co. LLC as their investment
banker, nunc pro tunc, to May 23, 2005.

The Debtors believe that Lazard is well qualified and able to
represent their interests in a cost-effective, efficient and
timely manner.  According to Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the firm
and its senior professionals have an excellent reputation for
providing high quality financial advisory and investment banking
services to debtors and creditors in bankruptcy reorganizations
and other debt restructurings.

"An experienced financial advisor such as Lazard fulfills a
critical need that complements the services offered by the
Debtors' other restructuring professionals," Mr. Brady tells
Judge Walrath.  "Broadly speaking, Lazard will concentrate its
efforts on formulating strategic alternatives, negotiating with
the Debtors' secured lenders, subordinated noteholders, and other
creditor constituencies, and assisting the Debtors to formulate
and implement a viable chapter 11 reorganization plan."

As the Debtors' investment bankers, Lazard will:

   (a) review and analyze the Debtors' businesses, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

   (c) assist the Debtors in the determination of their capital
       structure;

   (d) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the holders of the Existing Obligations;

   (f) render financial advise to the Debtors and participate in
       meetings or negotiations with the creditor constituencies
       and rating agencies or other appropriate parties in
       connection with any Restructuring;

   (g) advise the Debtors on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to the Restructuring;

   (h) advise and assist the Debtors in:

       -- evaluating potential capital markets transactions of
          the Debtors' public or private debt or equity
          offerings;

       -- evaluating and contacting potential capital sources as
          the Debtors may designate; and

       -- assist the Debtors in negotiating a financing,
          including DIP and exit financing;

   (i) assist the Debtors in preparing documentation within the
       firm's area of expertise that may be required in
       connection with the Restructuring;

   (j) assist the Debtors in identifying and evaluating
       candidates for a potential Sale Transaction including,
       without limitation, assistance and advice with respect to
       the structure of and negotiations relating to the Sale
       Transaction and participation in any solicitation and
       marketing efforts that may be undertaken by the Debtors in
       connection with a Sale Transaction, including the
       preparation of solicitation materials or similar documents
       and contact with third parties in connection with the
       Debtors' marketing efforts;

   (k) attend meetings of the Debtors' Board of Directors and its
       committees;

   (l) advise the Board of the firm's conclusions in respect of
       matters falling within the scope of its retention,
       including debt capacity, enterprise valuation and the
       valuation of debt and equity securities that may be issued
       in connection with a plan of reorganization;

   (m) provide testimony, as necessary, with respect to matters
       which the firm has been engaged to advise the Debtors on
       in any proceeding before the Court; and

   (n) provide the Debtors with other general restructuring
       advice.

The Debtors represent that Lazard's services will not duplicate
efforts of other professionals hired by the Debtors because the
firm will (x) provide unique services to the Debtors and (y)
coordinate efforts with the other professionals to avoid
unnecessary duplication of services.

Pursuant to an engagement letter and indemnification letter dated
as of May 23, 2005, the Debtors agree to pay these fees to
Lazard:

(1) Monthly Advisory Fee

    A $150,000 monthly fee will be payable on execution of the
    Engagement Letter and on the 23rd day of each month
    thereafter until the earlier of the completion of the
    Restructuring or the termination of the firm's engagement.

    All monthly fees paid in respect of any months following the
    fourth month of the firm's engagement will be credited in
    whole or in part against any Restructuring or Sale
    Transaction fees in this manner:

       (i) One-half of all monthly fees paid with respect to the
           fifth through the 12th month of the firm's engagement
           will be credited;

      (ii) all monthly fees paid with respect to the 13th through
           the 18th month of the firm's engagement will be fully
           credited; and

     (iii) One-half of any monthly fee paid with respect to any
           month from the 19th month of the firm's engagement and
           thereafter will be credited;

(2) Restructuring Fee

    A $4,000,000 Restructuring Fee, payable on the consummation
    of a Restructuring.

(3) Sale Transaction Fee

    If the Debtors consummate a Sale Transaction incorporating
    all or a majority of the assets or equity securities of the
    Debtors, the firm will be paid a Sale Transaction Fee equal
    to the greater of (x) the Fee calculated based on the
    Aggregate Considerations as set forth in the Engagement
    Letter or (y) the Restructuring Fee.

    In the event that the Debtors consummate any Sale Transaction
    that is not contemplated under the Engagement Letter, the
    Debtors will pay the firm a Sale Transaction Fee calculated
    as set forth in the Engagement Letter, of which 1/2 will be
    credited against the Restructuring Fee or the Sale
    Transaction Fee.

    Any Sale Transaction Fee will be paid upon the consummation
    of the applicable Sale Transaction.

(4) Financing Fee

    A financing fee equal to 5% of any of the aggregate gross
    proceeds raised in the form of equity or equity-linked
    capital and payable immediately upon closing of any
    Financing.

    One-half of any Financing Fee paid to the firm will be
    credited against any Restructuring Fee or Sale Transaction
    Fee, as applicable.

More than one fee may be paid to Lazard.  To the extent that the
Debtors request the firm to perform additional services not
contemplated by the Engagement Letter, the additional fees
charged by the firm will be in writing and in advance.

The Debtors will promptly reimburse Lazard for all reasonable
out-of-pocket expenses, including expenses of outside counsel, if
any; provided, however, that the firm will not incur counsel fees
and expenses without prior notification to and consultation with,
the Debtors.  The Debtors will also indemnify the firm, except to
the extent that any loss, claim, damage, liability or expenses is
found by a court of competent jurisdiction to have resulted
primarily from willful misconduct, gross negligence or bad faith.

The Debtors do not owe Lazard any amount for any services
performed or expenses incurred prior to the Petition Date.

Barry W. Ridings, a managing director at Lazard, assures Judge
Walrath that the firm:

   -- is a "disinterested person" within the meaning of Section
      101(14) of the Bankruptcy Code, as required by Section
      327(a);

   -- holds no interest adverse to the Debtors or their estates
      in connection with matters for which it is to be retained;
      and

   -- has no connection with the Debtors, their creditors, the
      U.S. Trustee, or other parties-in-interest in the Debtors'
      cases or their professionals.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Can Pay Critical Vendors Up to $16 Million
---------------------------------------------------------------
Judge Walrath authorizes Meridian Automotive Systems, Inc., and
its debtor-affiliates to pay prepetition Critical Vendor claims in
an amount not to exceed $16 million.  The Debtors are directed to
provide periodic notices to the Official Committee of Unsecured
Creditors on payments made on account of Critical Vendor Claims.

Judge Walrath also authorizes the Debtors to enter into a trade
agreement with the Critical Vendors, including, but not limited
to, these terms:

   (a) The amount of a Critical Vendor's estimated prepetition
       claim will be as mutually determined in good faith by the
       Critical Vendor and the Debtors.

   (b) The Critical Vendors will be bound by the Customary Trade
       Terms that were most favorable to the Debtors and in
       effect between the Critical Vendors and the Debtors on a
       historical basis for the period within 120 days of the
       Petition Date, or other trade terms as mutually agreed to
       by the parties.

   (c) The Critical Vendors will provide goods and services to
       the Debtors based on Customary Trade Terms.

   (d) Any payments made by the Debtors to a Critical Vendor who,
       after receiving payment of a prepetition claim, refuses to
       supply goods to the Debtors on Customary Trade Terms, will
       be deemed to have been in payment of then outstanding
       postpetition obligations owed to it.  The Critical Vendor
       will immediately reimburse the Debtors to the extent that
       the aggregate amount of the payment exceed the
       postpetition obligations then outstanding, without the
       right of set-off or reclamation.

   (e) The Critical Vendors will not file or otherwise assert
       against the Debtors any lien on any remaining prepetition
       amounts for goods and services provided to the Debtors
       prior to the Petition Date.  The Critical Vendors will
       immediately release all previously obtained Liens.

   (f) The Critical Vendors will not separately assert or
       otherwise seek payment of any reclamation claims.

The Debtors may terminate a Trade Agreement, if a Critical Vendor
has not complied with the terms and the provisions of the Trade
Agreement or has failed to continue to provide Customary Trade
Terms to the Debtors.

The Debtors' execution of the Trade Agreement will not be deemed
a waiver of any causes of action, including avoidance actions
that the Debtors may have against any Critical Vendor.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies  
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed
for chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case
Nos. 05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $530 million in
total assets and approximately $815 million in total liabilities.
(Meridian Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


MGM MIRAGE: S&P Rates $500 Million Senior Notes at BB
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to MGM
Mirage's $500 million 6.625% senior notes due 2015.  Proceeds from
this offering will be used to repay debt outstanding under the
company's revolving credit facility that was incurred to fund the
acquisition of Mandalay Resort Group in April 2005.  

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas-based gaming company, including its 'BB' corporate
credit rating.  The outlook is stable.  Consolidated debt
outstanding, taking into account $322 million in debt reduction
since the closing of the transaction, is about $12.5 billion.

"MGM's solid business profile is supported by its exceptional
position on the Las Vegas Strip, which has been enhanced with the
acquisition of Mandalay," said Standard & Poor's credit analyst
Michael Scerbo.  MGM already possessed a leading market position
in Las Vegas, and the addition of the Mandalay properties further
enhances MGM's position and transforms it into the largest
operator of properties in the market.  Its portfolio consists of
some of the most up-to-date and highest quality properties on the
Strip.  These assets, which include Bellagio, MGM Grand, Mandalay
Bay, and Mirage, are among the strongest performing casinos on the
Strip.

Location, asset quality, and entertainment/amenity attributes are
keys to success in Las Vegas, providing assurance that these
properties will continue to produce solid results over time.
Conversely, the company also owns several second tier assets,
including Luxor, Excalibur, Monte Carlo and Circus Circus that
cater to a value conscious visitor and provide the company
additional outlets with which to market its portfolio.


MID-WESTERN: Moody's Rates Planned $875M Facilities at B1
---------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Mid-Western
Aircraft Systems, Inc.'s proposed $875 million senior secured
credit facilities, consisting of a $700 million term loan due 2011
and a $175 million revolving credit facility due 2010.  In
addition, Moody's has assigned a senior implied rating of B1 to
the company.  The rating outlook is stable.

Proceeds from the new term loan facility will be used to partially
fund the acquisition of certain commercial aircraft aerostructure
manufacturing facilities from The Boeing Company by Onex Partners
LP for $920 million.  Onex will contribute about $375 million in
equity towards the acquisition.

The ratings reflect the company's initial moderately leveraged
capital structure as well as the benefits of its established
position as a principal supplier of aerostructures, including:

   * fuselages,
   * struts,
   * engine nacelles, and
   * thrust reversers, for Boeing aircraft.

The company's engineering capabilities and contractual
arrangements with Boeing should provide it with a stable business
position, and offer opportunities for revenue growth as recovery
of the commercial aerospace sector progresses.  

However, the ratings anticipate that Mid-Western's financial
leverage will increase over the near term as working capital and
capital expenditure requirements associated with new aircraft
program launches will result in operating cash flow deficits.
While Mid-Western will benefit from contractual arrangements with
Boeing that will help to fund these cash requirements, the
company's financial metrics will weaken from their initial levels
as a result of debt and other obligations incurred to fund these
investments.

The ratings also reflect the concentration of Mid-Western's
revenue base, which will be heavily influenced by ongoing demand
for Boeing's aircraft, particularly the 737, 777 and upcoming 787
models, and the challenges that the company will face in achieving
its objective of expanding business with other aircraft
manufacturers.  Also, the ratings consider the business risks that
the company will face as a stand-alone entity, including
establishing effective labor relations while implementing cost
reduction initiatives that are necessary to achieve its financial
objectives.

Upon close of the proposed transaction, the company will carry a
modest amount of debt relative to its revenue base and operating
earnings, and will commence stand-alone operations with a good
liquidity position.  Projected debt on close of $700 million will
represent about 30% of estimated pro forma Mid-Western FY 2005
revenues (annualized), and about 3.2 times EBITDA.  The company
anticipates having all $175 million of the proposed revolving
credit facility available upon close, and Moody's estimates that
covenants under the facility will be set at levels that provide
the company with full access to this facility over the near term.

The company's liquidity profile will be augmented by several
contractual arrangements with Boeing, including, among others,
advance payments by Boeing to fund the development on the 787
platform as well as the subordinated note facility.  Terms and
conditions of this note will be set to permit drawing of the
facility even if the company is in default under its existing bank
debt.  With this strong liquidity profile, Moody's anticipates
that Mid-Western will have adequate financial resources to meet
the significant investments necessary for upcoming aircraft
program launches.

Mid-Western's favorable liquidity profile is an important credit
attribute as Moody's anticipates that the company will be heavily
free cash flow negative over the next several years, owing to a
substantial use of cash to cover working capital and CAPEX
requirements associated with the company's investments in fixed
assets (tooling in particular) and inventory related to work on
current and future Boeing aircraft platforms, particular the new
787 aircraft line.  The rating agency notes that a substantial
majority of this investment will be funded, predominantly by
advance payments on the 787 as well as from a sizeable note
receivable from Boeing.  To a smaller extent, the company will
likely also supplement customer funding through additional drawing
in its proposed revolving credit facility as well as on the new
seller subordinated note facility.  As such, Moody's expects Mid-
Western's debt levels to increase over the next two years, along
with a significant increase in long term liabilities related to
advance payment funding, which amortizes with deliveries of the
787 aircraft.

The ratings positively consider revenue support provided by Mid-
Western's contract with Boeing as well as the company's history as
an important manufacturing division within the OEM's production
system.  The company has exclusive contracts to build certain
aerostructure components for essentially all of Boeing's
commercial aircraft platforms, current and future derivative
models, including the new 787 platform.  Mid-Western will
manufacture these parts at its production facilities in Wichita,
Kansas and Tulsa and McAlester, Oklahoma, which are currently
building all of Boeing's requirements for these structures as
long-standing operations within Boeing's Commercial Airplanes
Wichita Division.  The contracts specify volume-based pricing,
providing stability to Mid-Westerns' revenue base at the projected
aircraft delivery levels, as well as coverage to fixed costs in
the case of a period of low cyclical demand.

However, positive aspects of the history and contractual
relationship with Boeing are offset somewhat by the concentration
of the company's revenues on one customer.  Should delivery levels
for Boeing's aircraft fall below expected levels, Mid-Western's
credit fundamentals would likely suffer from the ensuing reduction
in revenue and cash flow generation.  Mid-Western is particularly
sensitive to continued demand for the 737 aircraft over the near
term and the successful launch of the 787 over the longer term.

Also, Moody's notes that, despite the company's long history as an
operating unit of Boeing, Mid-Western has essentially no track
record as a stand-alone entity.  In Moody's view, this implies a
degree of risk associated with the management of a start-up
enterprise in terms of, among other things, financial policy,
overhead costs structure, and labor relations.  The establishment
of such a stand-alone track record, which would validate the
company's current expectations for cost control, debt reduction,
and contract performance, would enhance the company's credit
profile over the long run.

The B1 rating assigned to the senior secured credit facilities,
the same as the senior implied rating, reflects the fact that
these facilities essentially represent all of the company's senior
debt commitments.  The senior secured facilities are guaranteed by
all significant direct and indirect subsidiaries of Mid-Western,
and are secured, on a first-lien basis, by all of the company's
tangible and intangible assets.  The revolver and term loan rank
senior to the proposed $150 million Boeing subordinated notes
facility (not rated by Moody's).

The stable outlook reflects Moody's expectations that Mid-Western
will be able to seamlessly continue delivery of aircraft shipsets
to Boeing according to the company's planned delivery schedule and
that the company's existing liquidity resources will be sufficient
to meet CAPEX or working capital requirements for new program
development.  The stable outlook also assumes that the company
will successfully transition the production facilities being
acquired and that no operating or labor relations disruptions will
occur.  Ratings or their outlook may be revised upward if the
company were to become substantially free cash flow generative,
after the major efforts for existing and new platform ramp-ups are
largely completed, resulting in debt-to-EBITDA of under 3 times,
and free cash flow of greater than 10% of total debt for a
sustained period.

Conversely, ratings could be subject to downward revision if
required equipment and inventory investment exceed expectations,
or if aircraft deliveries lag expectations, possibly resulting in
a more prolonged period of negative free cash flow generation and
additional borrowing, with debt-to-EBTIDA in excess of 4 times.

These ratings have been assigned:

   * $175 million revolving credit facility due 2010, B1

   * $700 million term loan due 2011, B1

   * Senior implied, B1

Mid-Western Aircraft Systems, Inc., headquartered in Wichita, KS,
with facilities in Wichita, Tulsa, OK, and McAlester OK, is a
designer and manufacturer of:

   * fuselages,
   * struts,
   * nacelles,
   * thrust reversers, and
   * other complex components for Boeing.


MID-WESTERN: S&P Rates Proposed $875 Mil. Secured Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Mid-Western Aircraft Systems Inc.  At the same
time, Standard & Poor's assigned its 'BB-' bank loan rating and
'2' recovery rating to the company's proposed $875 million secured
credit facility, indicating the likelihood of substantial recovery
of principal in the event of payment default. The outlook is
stable.

"The ratings on Mid-Western reflect high leverage, participation
in the cyclical and competitive commercial aerospace industry,
reliance on one customer (Boeing Co.) for essentially all sales,
and significant near-term expenditures related to development of
Boeing's new 787 midsize airliner and transition costs," said
Standard & Poor's credit analyst Christopher DeNicolo.  These
factors are offset somewhat by the company's position as the
largest independent supplier of structures for commercial aircraft
and substantial customer advances to fund most of the 787
development costs.

Mid-Western is the former Wichita Division of Boeing Commercial
Airplanes and is being acquired by Onex Corp., a Canadian private
equity firm, for approximately $920 million cash.  The
acquisition, structured as an asset purchase, will be financed
with the proceeds from a $700 million bank term loan and $375
million of cash equity from Onex.

Leverage will be fairly high with debt to capital of around 65% at
close. Pro forma debt to EBITDA, with EBITDA as defined in the
company's credit facility and which excludes certain nonrecurring
and noncash items, should be around 3.5x in 2005. Debt to EBITDA
is expected to gradually decline as earnings improve, despite
higher debt levels to fund 787 development and transition costs,
and a build-up of working capital.

Mid-Western is the largest, independent (non-OEM) producer of
commercial aerostructures (fuselage, nacelles, struts, horizontal
and vertical stabilizers, wing structures, and other parts) and is
Boeing's largest nonengine supplier.  Essentially all sales are to
Boeing.  The company participates on all of Boeing's aircraft
families, including providing the entire fuselage for the 737 and
the forward fuselage for the 747, 767, and 777 series.  Following
the events of Sept. 11, 2001, Boeing reduced production almost 50%
in response to the significant decline in air travel.  In the past
12 months, both orders and deliveries have begun to recover as air
travel increased and the financial condition of non-U.S. airlines
improved.

Cost-reduction efforts and an improving commercial aerospace
market should result in increasing revenues and earnings and
improving financial measures despite higher debt levels to fund
near-term development costs and transition expenses.  Overall,
Mid-Western is expected to maintain a credit profile consistent
with current ratings over the intermediate term.  The outlook
could be revised to negative if the company's financial profile
deteriorates due to a slowing in the recovery of the commercial
aerospace market, a failure to meet cost-reduction targets, or if
787 development costs are higher than expected.  Based on current
expectations, a revision of the outlook to positive is unlikely in
the intermediate term.


MIRANT CORP: Inks Settlement Pact with Perryville Energy
--------------------------------------------------------
Mirant Corporation, Mirant Americas Energy Marketing, LP, and
Mirant Americas, Inc., ask Judge Lynn of the U.S. Bankruptcy Court
for the Northern District of Texas for permission to enter into a
settlement agreement with Perryville Energy Partners, LLC, and
Perryville Energy Holdings, LLC, to resolve certain claims arising
from a Tolling Agreement.

The Tolling Agreement is a 21-year contract between MAEM and
Perryville Partners entered on April 30, 2001, pursuant to which
MAEM was obligated to purchase all of the electricity generated
by Perryville Partners' power plant located in Perryville,
Louisiana.

On June 7, 2001, Perryville Partners borrowed money under a
Construction and Term Loan Agreement from KBC Bank, N.V., and
certain other banks and financial institutions.  The Term Loan is
secured by:

    -- substantially all the assets of Perryville Partners,
       including the Perryville plant; and

    -- a pledge of the limited liability company interests of
       Perryville Holdings in Perryville Partners.

At the time of the Term Loan, Perryville Holdings and Mirant
Perryville Investments, LLC, owned the equity interests in
Perryville Partners on a 50%-50% basis.  In June 2002, Perryville
Holdings purchased MPI's 50% equity interest in Perryville
Partners for cash and an assumption of certain debt.

Mirant Corp. guaranteed certain of MAEM's obligations under the
Tolling Agreement.  Perryville Partners and MAI also entered into
a Subordinated Loan Agreement whereby MAI agreed to lend to
Perryville Partners $100 million.

MAI provided an additional guaranty of MAEM's obligations under
the Tolling Agreement up to the amount outstanding under the
Subordinated Loan.

The Tolling Agreement was rejected on September 15, 2003.

On November 7, 2003, Perryville Partners asked the Court to allow
and compel the Debtors to pay $7,165,632 on account of its
administrative expense claim for services rendered to MAEM
pursuant to the Tolling Agreement for the period of July 31,
2003, through the Rejection Date.

The Debtors and the Mirant Creditors' Committee objected to the
administrative claim.

Robin E. Phelan, Esq., at Haynes and Boone, LLP, in Dallas,
Texas, relates that MAEM's rejection of that Tolling Agreement
ultimately gave rise to:

    (a) separate Chapter 11 filings by the Perryville Parties in
        the U.S. Bankruptcy Court for the Western District of
        Louisiana; and

    (b) the filing by Perryville Partners of proofs of claim in
        the Debtors' Chapter 11 cases for alleged rejection
        damages in excess of $1.0 billion.

Perryville Partners filed four claims against the Mirant Debtors:

    1. Claim No. 6261, a general unsecured claim against MAEM for
       damages caused by rejection of the Tolling Agreement and
       unpaid prepetition amounts owed to Perryville Partners
       under the Tolling Agreement;

    2. Claim Nos. 6262 and 6263 -- a general unsecured claim and a
       secured claim against MAI for $98,650,000 under the MAI
       Guaranty; and

    3. Claim No. 6264, a general unsecured claim against Mirant
       for $177,178,391 under the Mirant Guaranty.

The Debtors and the Mirant Creditors' Committee objected to the
Claims.

MAI also filed a proof of claim in the Louisiana Bankruptcy Court
against each of Perryville Parties for $98,700,000, based on the
unpaid balance under the Subordinated Loan.

According to Mr. Phelan, the Mirant Parties and the Perryville
Parties have been engaged in extensive litigation over the
Claims.  On the eve of trial of the initial phase of the claims
litigation, the parties reached an agreement in principal to
resolve their disputes, Mr. Phelan relates.

The substantive terms of the Settlement Agreement are:

    A. Allowance of Perryville Partners' Claims against the Mirant
       Debtors

       a. Claim No. 6261 will be allowed as a prepetition general
          unsecured claim against MAEM for $207 million, subject
          to reduction if Perryville Partners exercises its right
          to offset the Allowed Sub Debt Claim against the Allowed
          MAI Guaranty Claim;

       b. The $207 million claim will be bifurcated into two
          separate and independent claims against MAEM:

          * Claim No. 6261A -- a prepetition, general unsecured
            claim for $98.7 million; and

          * Claim No. 6261B -- a prepetition, general unsecured
            claim for $108.3 million;

       c. Claim No. 6262 will be allowed as a prepetition claim
          against MAI for $98.7 million;

       d. Claim No. 6264 will be allowed as a prepetition general
          unsecured claim against Mirant for $177,178,391;

       e. All other prepetition claims which Perryville Partners
          have, or may have, against any of the Mirant Debtors
          will be disallowed and expunged, including Claim No.
          6263; and

       f. The Administrative Expense Claim will be deemed to have
          been satisfied in full by virtue of MAEM's prior
          postpetition payments to Perryville Partners for
          $2,360,304.

    B. Allowance of MAI Claim Against Perryville Debtors

       MAI will be deemed to have an allowed general unsecured
       claim against Perryville Partners in Perryville Partners'
       Chapter 11 case for $98.7 million as "Allowed Sub Debt
       Claim."

       The Allowed Sub Debt Claim will rank:

       (1) junior to any and all claims of the Perryville
           Partners Lenders;

       (2) pari passu with any and all prepetition general
           unsecured claims against Perryville Partners; and

       (3) senior to the equity interests of Perryville Holdings
           in Perryville Partners.

       All other prepetition claims which any of the Mirant
       Debtors have, or may have, against any of the Perryville
       Debtors, excluding the Allowed Sub Debt Claim, will be
       disallowed and expunged.

    C. Treatment of Allowed Perryville Partners Claims

       To the extent that the bankruptcy estates of the Mirant
       Debtors are not substantively consolidated, Perryville
       Partners will be entitled to assert each of its allowed
       claims against the respective the Mirant Debtor obligated
       thereon, and Perryville Partners would be entitled to a
       distribution on account of each of the claim so long as
       Perryville Partners' aggregate recovery is not in excess
       of the dollar amount of its allowed Rejection Damages Claim
       plus interest thereon calculated at the applicable rate
       from the Mirant Petition Date through the date of payment
       in full (but only to the extent that Perryville Partners is
       entitled to postpetition interest under the Bankruptcy
       Code).

       If the Mirant Debtors are substantively consolidated:

       (a) the Allowed Mirant Guaranty Claim would be eliminated;

       (b) the Allowed MAI Guaranty Claim would be eliminated,
           except to the extent that Perryville Partners would
           continue to have its right to offset the claim against
           the Allowed Sub Debt Claim; and

       (c) Perryville Partners would be limited to a distribution
           solely on account of the Allowed Rejection Damages
           Claim.

       The Perryville Parties agreed not to oppose the substantive
       consolidation of the Mirant Parties, and the Mirant
       Parties have agreed, if their bankruptcy estates are
       substantively consolidated in whole or in part, that
       Similar Claims to the Allowed Perryville Partners Claims
       will not be afforded more favorable treatment than the
       Allowed Perryville Partners Claims.

       Perryville Partners' aggregate recovery under a Confirmed
       Mirant Plan on account of all of the Allowed Perryville
       Partners Claims will not exceed the dollar amount of the
       Allowed Rejection Damages Claim plus interest thereon
       calculated at the applicable rate from the Mirant Petition
       Date through the date of payment in full (but only to the
       extent that Perryville Partners is entitled to postpetition
       interest under the Bankruptcy Code).

       Until the time as:

       (1) Perryville Partners elects to exercise or to not
           exercise its right to offset the Allowed MAI Guaranty
           Claim against the Allowed Sub Debt Claim; or

       (2) Perryville Partners' right to exercise the offset is
           extinguished pursuant to the Settlement Agreement,

       that property which would otherwise be distributable on
       account of Claim 6261A (if Perryville Partners were to
       elect not to exercise its right of offset) will be held
       in escrow for the benefit of Perryville Partners or its
       assignee.

       If Perryville Partners elects to exercise its right to
       offset the Allowed MAI Guaranty Claim against the
       Allowed Sub Debt Claim, the Escrowed Property will be
       released to the Mirant Debtors or otherwise distributed
       in accordance with the Confirmed Mirant Plan.

       If Perryville Partners sends notice to the Mirant Debtors
       that it elects not to exercise its right to offset the
       Allowed MAI Guaranty Claim against the Allowed Sub Debt
       Claim or if Perryville Partners has not made its election
       before the expiration of the Election Deadline, the
       Escrowed Property (and all further distributions on account
       of Claim 6261A) will be promptly delivered, without any
       holdback, reduction or offset whatsoever, to Perryville
       Partners or its assignee.

       The Election Deadline will be midnight on the later of
       March 31, 2006, and the Mirant Effective Date, unless the
       Mirant Parties and the Perryville Parties otherwise agree
       in writing to extend that deadline.

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: Dick Holds $11.5MM Secured Claim in Kendall's Case
---------------------------------------------------------------
Before filing for bankruptcy petition, Mirant Kendall LLC, a
Mirant Corporation debtor-affiliate, hired Dick Corporation
pursuant to a design and build agreement to upgrade its power
plant facility in Cambridge, Massachusetts, for $68.5 million.  
Dick Corp., in turn, hired Harding & Smith Corporation as
subcontractor for the piping work.  St. Paul Company issued a
performance bond that guaranteed Harding & Smith's performance of
the piping work.

Harding & Smith abandoned its subcontract before it was
completed.  As a result, St. Paul was required to finish Harding
& Smith's work.

On December 16, 2003, Dick Corp. filed Claim No. 7231 for
$35,250,208 plus interest, attorney's fees, and other charges
against the Debtors.  Dick Corp. alleged that Mirant Kendall
breached the Design and Build Agreement and caused Dick and its
subcontractors to incur delays and cost overruns on the Project.

St. Paul also filed Claim No. 7102 for $14,449,900 alleging that
Dick Corp. breached the Harding & Smith subcontract, which
resulted in damages.  St. Paul asserted that it is entitled to
recover the amount from Dick Corp. and National Fire Insurance
Company of Hartford, the bonding company for Dick Corp.  As an
alternative source of security for its claim against Dick Corp.,
St. Paul filed a mechanic's lien on the Project for $9.5 million.

Mirant Kendall objected to the two claims and initiated Adversary
Case No. 04-04320 against Dick Corp. and St. Paul.  Mirant
Kendall demanded liquidated delay damages and backcharges for
$11,754,000 as well as additional actual delay damages and lost
profits.

St. Paul filed an action in the Superior Court Department of the
Trial Court of the Commonwealth of Massachusetts sitting in
Middlesex County and captioned as St. Paul Mercury Insurance Co.
v. Dick Corporation, et al., Civil Action No. 02-5195.

Subsequently, Mirant Kendall, Dick Corp. and St. Paul
participated in mediation sessions.  As a result, the parties
agreed to resolve their disputes.

The salient terms of the Settlement Agreement are:

    (a) The Dick Claim will be deemed an allowed secured claim in
        Mirant Kendall's bankruptcy case for $11.5 million;

    (b) Interest will accrue on Dick Corp.'s allowed secured claim
        from February 1, 2005, to the Effective Date at the Prime
        Rate plus 3%;

    (c) All interest accrued on Dick Corp.'s allowed secured claim
        prior to the Effective Date will be paid in cash to Dick
        Corp. on the Effective Date;

    (d) Upon the Distribution Date, Mirant Kendall and MAGi will
        satisfy Dick Corp.'s allowed secured claim in the form of
        consideration to be provided to MAGi's general unsecured
        creditors under the Plan.  If the Reorganization
        Consideration is delivered to Dick Corp. after the
        Effective Date, Mirant will pay Dick Corp. interest on the
        allowed secured claim from the Effective Date to the date
        of delivery of the Reorganization Consideration monthly in
        cash at the Prime Rate plus 3%;

    (e) Dick Corp. may choose to sell the Reorganization
        Consideration.  If Dick Corp. receives in the sale cash
        amounting to less than the unpaid balance of its allowed
        secured claim, Mirant will pay to Dick Corp. in cash the
        difference between the unpaid balance of the allowed
        secured claim for which Reorganization Consideration was
        issued and the cash received by Dick Corp. on the
        disposition of the Reorganization Consideration;

    (f) If the Effective Date does not occur before December 31,
        2005, Mirant Kendall will commence amortizing Dick Corp.'s
        allowed secured claim in equal quarterly installments
        commencing March 30, 2006, and with the final installment
        of all remaining sums to be paid on December 31, 2008.
        Installment payments will terminate on the distribution of
        the Reorganization Consideration.

        Mirant Kendall will pay interest monthly in cash at a
        rate equal the Prime Rate plus 3% on the unpaid portion of
        the allowed secured claim until the final installment is
        made or Mirant distributes the Reorganization
        Consideration in the amount of the remaining balance of
        Dick Corp.'s allowed secured claim;

    (g) Any distribution of Reorganization Consideration will be
        reduced accordingly by installment payments;

    (h) Dick Corp.'s Mechanic's Lien will be discharged on the
        issuance of the Reorganization Consideration or on payment
        of the final installment, whichever comes first;

    (i) Prior to the Distribution Date and as a condition
        precedent to the payment of Dick Corp.'s allowed secured
        claim, all of the Liens and Claims will be satisfied in
        full and dissolved, or Dick Corp. will obtain a Bond and
        provide all notices required by law to dissolve the Liens;
        and

    (j) Mirant will cooperate with Dick in seeking to address
        certain subcontractors' claims as well as Dick Corp.'s
        claims and defenses in any litigation involving Dick
        Corp.'s subcontractors and suppliers on the Cambridge
        Project including, Harding & Smith, St. Paul, and Delta
        Engineers.

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 Class B-5 Certificates at B
---------------------------------------------------------
Fitch Ratings has taken rating actions on Morgan Stanley Capital I
Inc. series 1996-1:

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

The upgrades reflect a substantial increase in credit enhancement
relative to future loss expectations and affect $691,537 of
outstanding certificates.  The affirmations reflect CE consistent
with future loss expectations and affect $2,809,904 of outstanding
certificates.

As of the May 2005 distribution date, the CE levels for all
classes are at least fives times their original levels.  The CE
levels for classes A, B-1, B-2, B-3, B-4, and B-5 are 69.12%,
40.61%, 23.50%, 10.39%, 4.12% and 1.84%, respectively.  Currently,
the deal is more than nine years seasoned and over 99% of the
original collateral has paid off.  Cumulative losses equal 0.17%
(total loss as a percentage of the original pool balance) and none
of the loans in the deal are delinquent.

Despite an increase in CE percentage, class B-5 is affirmed at a
rating of 'B' primarily due to the limited amount of credit
support in absolute dollars ($65,475).  When contrasted with an
average outstanding loan size of approximately $238,000, an
assumed loss severity, in the case of a liquidation, of 30%, and
the fact that there have been several loans delinquent over the
past few months (although as of the May distribution there are no
delinquent loans), Fitch believes the dollar amount of credit
support for the B-5 is not sufficient to merit an upgrade.

Further collateral performance and credit enhancement statistics
are available on the Fitch Ratings web site at
http://www.fitchratings.com/


MURRAY INC: Wants to Use PBGC's Cash Collateral
-----------------------------------------------
Murray, Inc., asks the U.S. Bankruptcy Court for the Middle
District of Tennessee, Nashville Division, for authority to use
cash collateral securing repayment of obligations to the
Pension Benefit Guaranty Corporation.  Murray needs access to the
cash collateral to pay on-going operating and administrative
expenses through plan confirmation and the resolution of its
chapter 11 case.

The PBGC holds an allowed secured claim of $6,980,891, plus
interest, on Murray Inc.'s assets.

The cash will be used in accordance with this seven-month budget:

          Budgeted Administrative & Priority Claims
                   March to September 2005

   Administrative Claims
     
      Wind-Down Expenses                        $10,331,000
      Other Wind-Down Admin. Claims               9,730,000
      Accrued Expenses                            2,816,000
      Other Admin. Claims                        10,303,000
                                               ------------
                                                $33,180,000

   Priority Claims                                 $915,000  
   
   Other Secured Claims                          $6,981,000
                                               ------------
   Total Cash Disbursements                     $41,074,000
                                               ============

The PBGC agrees to let the Debtor dip into the cash collateral on
these conditions:

    a) the value of the Debtor's estate will not be less than $13
       million, including cash on hand of at least $6.5 million
       and real estate of $6.5 million, during the budget period.
       The Debtor is required to inform the PBGC if the
       value of the Real Estate goes below $6.1 million.  
       
    b) the value of the real estate interest will not be less than   
       $10 million in cash on hand if it is sold.    

    c) the debtor will provide a monthly budget with updated
       forecasts and actual expenses incurred.  The Debtor will
       also provide a certification of cash on hand every week and
       a certification of real estate value every month.  

    d) the Debtor will not exceed, without the PBGC's consent
       or further order of the Court, the amount budgeted
       for any line item by more than 10% on a monthly or
       cumulative basis.  Any unused amount may be carried
       forward on the next month up to the 10% ceiling.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,  
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


MURRAY INC: Taps Giuliani Capital as Restructuring Consultant
-------------------------------------------------------------
Murray, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, to continue employing Giuliani Capital Advisors LLC as
its restructuring advisor, through June 30, 2005.

Giuliani Capital Advisors provides investment banking solutions
and independent advice to leaders dealing with complex business
challenges, strategic transactions, or financial distress.  The
Firm provides a full range of capital raising, mergers and
acquisitions, and financial and operational restructuring
services.

Pursuant to the retention application approved by the Court on
Dec. 15, 2004, Giuliani Capital will continue to:

   a) advise the Debtor's management on its development of the
      Debtor's business plan, cash flow forecasts and financial
      Projections;

   b) advise the Debtor's management with respect to available
      capital restructuring and financing alternatives, including
      recommending specific courses of action and assisting with
      the design, negotiation and implementation of alternative
      restructuring and transaction structures;

   c) advise the Debtor's management in the preparation of
      financial information that may be required by the Debtor's
      creditors and other stakeholders, and in coordinating
      communications with the parties-in-interest and their
      advisors;

   d) advise the Debtor's management in preparing for, meeting
      with and presenting information to parties-in-interest and   
      their respective advisors, specifically including the senior  
      lenders, other debt holders and potential sources of new
      financing and their respective advisors;

   e) advise and assist the Debtor's management with the design
      and implementation of key employee retention plan; and

   f) advise the Debtor's management with respect to the
      development of a Chapter 11 plan and related disclosure
      statement.  

Giuliani Capital will receive $100,000 in advisory fees for April
and May 2005 and $75,000 for June 2005.

The Debtor believes that Giuliani Capital is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,  
snowthrowers, chipper shredders, and karts.  The Debtor filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


NATIONAL CENTURY: Battles Ensue Over Policy Proceeds Distribution
-----------------------------------------------------------------
Before it filed for bankruptcy protection, National Century
Financial Enterprises, Inc., entered into two separate directors
and officers insurance policies.  The primary policy with Gulf
Insurance Company provided D&O coverage totaling $5 million.  The
second excess policy, with Great American Insurance Company,
provided coverage for $5 million upon the exhaustion of the Gulf
D&O Policy.

As previously reported, NCFE filed a complaint against Gulf
Insurance and American Insurance seeking:

     a. a declaration that the insurance policies are not void as
        to the NCFE Entities on the basis of misstatements in the
        applications;

     b. for a declaration of a fair and equitable procedure for
        determining allocation of policy proceeds to all
        claimants;

     c. for a declaration of the proportional share of each
        claimant to the policy proceeds; and

     d. for an injunction enjoining Gulf Insurance and Great
        American from making any disbursements from the Policy
        proceeds other than in conformance with a determination by
        the Bankruptcy Court.

                 Great American Asserts Rescission

Great American asserts counterclaims seeking rescission of the
D&O Policy or, in the alternative, declaratory judgment that the
D&O Policy is null and void due to fraud and misrepresentations.

Great American further contends that that judgment with regards
to the claim and counterclaim should be made by the U.S. District
Court for the Southern District of Ohio because it has
jurisdiction pursuant to Sections 1334(b) and (e) of the Judicial
Procedures Code.

          Great American Seeks Withdrawal of the Reference

Subsequently, Great American asked the District Court to withdraw
the reference to the Bankruptcy Court pursuant to Section 157(d)
of the Judicial Procedures Code.

At the hearing on the request, the District Court noted sharp
disagreements between the parties as to whether the claims and
counterclaims with respect to the Great American excess policy
were core or non-core issues.  Accordingly, the District Court
ruled that the Withdrawal Motion was premature until the
Bankruptcy Court decides the core or non-core issue.

After due consideration, the Bankruptcy Court acceded to Great
American's arguments that the proceeding is non-core.  The
Bankruptcy Court held that the adversary proceeding "involves a
claimed right to insurance coverage and allocation created by
state contract law and one that could be vindicated . . . in an
ordinary breach of contract suit if NCFE was not bankrupt," and
thus is outside of the Bankruptcy Court's core jurisdiction.

Accordingly, Great American renewed its request that the District
Court withdraw the reference to the Bankruptcy Court of the
claims, counterclaims and crossclaims asserted in the adversary
proceeding.

             Great American Case Stayed and Severed

With scheduled proceedings for the allocation of proceeds from
Gulf Insurance among the competing insureds, Great American
requested that the claims and the rescission claims involving
Great American be severed and proceeded with separately under
Rule 21 of the Federal Rules of Civil Procedure.  Great American
argued that it has no stake or interest in the Gulf Allocation
Proceedings but would suffer significant prejudice if it were not
severed.

Pending resolution of its Motion to Withdraw the Reference, Great
American requested that the Adversary Proceeding against it be
stayed on three grounds:

    (a) It is substantially likely that the District Court will
        grant the Motion because the Bankruptcy Court determined
        the claims and counterclaims are non-core and that, since
        Great American has asserted a demand for and is entitled
        to a jury trial, withdrawal of the reference is the only
        permissible means to adjudicate the disputed matters;

    (b) Great American will suffer irreparable harm if the
        adversary proceeding is not stayed, while the Debtors
        and other parties will suffer no substantial harm from a
        stay; and

    (c) The public interest will be served by the Bankruptcy
        Court's decision to stay the proceedings.

The Bankruptcy Court approved the request and ordered the Clerk
of Court to assign a new case number to the Great American
Rescission Proceedings.  Judge Calhoun also stayed the Great
American Rescission Proceedings pending a ruling by the District
Court on the Withdrawal Motion.

                    Gulf Disburses $5 Million

Gulf Insurance has deposited $5 million into the Bankruptcy Court
in exchange for a discharge of liability under the D&O Policy.
The proceeds are held in an escrow account at the U.S. Bank,
National Association pending further Court order.

The D&O Policy covers claims asserted against NCFE and its
directors and officers in line with these clauses:

     Clause A -- Coverage for Loss incurred by NCFE's Directors
                 and Officers in respect of Claims for alleged
                 Wrongful Acts.

     Clause B -- Coverage for loss incurred by NCFE resulting from
                 the company's indemnification of its Directors
                 and Officers in respect of Claims for alleged
                 Wrongful Acts

     Clause C -- Direct or "entity" coverage to NCFE for Loss
                 arising from any Claim made directly against NCFE
                 for alleged Wrongful Acts.

The Unencumbered Assets Trust and the former directors and
officers of the Debtors dispute the distribution of the proceeds
from the D&O Policy:

A. Lance and Barbara Poulsen

    John E. Haller, Esq., at Shumaker Loop & Kendrick LLP, in
    Columbus, Ohio, relates that the Poulsens are facing a number
    of cases filed in connection with their alleged actions as
    officers and directors of NCFE:

       -- various federal civil actions that have been
          consolidated by the Panel on Multi-District Litigation
          in the District Court;

       -- formal investigations of the Securities and Exchange
          Commission and the United States Attorney's office and
          United States Department of Justice concerning their
          activities with regard to NCFE;

       -- Debtors' pursuit of Rule 2004 discovery in the
          bankruptcy proceeding; and

       -- three adversary cases:

              * NCFE Debtors vs. GIC et al.
              * Bank One, N.A. v. Lance Poulsen, et al; and
              * Anderson v. Pine South, et al.

    The costs incurred by the Poulsens under those cases total:

       Case                                  Fees       Expenses
       ----                                --------     --------
       MDL Cases                           $397,860      $16,466
       SEC Investigation                     81,573       18,353
       Bank One Litigation                    3,679            0
       Pine South Litigation                 25,854          701
       D&O Litigation                       111,994          400
       Rule 2004 Litigation                  64,905       12,797
                                           --------     --------
       Total                               $685,865      $48,717

    The Poulsens contend that the Court should find that they have
    suffered losses covered by the Gulf Policy in the amount of
    $734,580.76, that this amount be immediately advanced and that
    any liability incurred by them be covered under the Gulf
    Policy.

B. Former Outside Directors

    Harold W. Pote, Thomas G. Mendell and Eric R. Wilkinson, as
    former outside directors of NCFE, believe they are entitled to
    coverage under the Clause A of the Gulf D&O Policy.  The
    Former Outside Directors assert they suffered losses totaling
    $3,902,245, which are covered by the proceeds of the Policy.

    Michael H. Carpenter, Esq., at Carpenter & Lipps LLP, in
    Columbus, Ohio, relates that between March 28, 2002, and
    March 28, 2004, the Former Directors have been facing 10
    cases:

       -- Pharos Capital Partners, L.P. v. Deloitte & Touche,
          L.L.P, et al., No. 2:03cv362 (S.D. Ohio);

       -- Metropolitan Life Ins. Co., et al. v. Bank One, N.A., et
          al., No. 2:03cv1882 (D.N.J.);

       -- Lloyds TSB Bank, plc v. Bank One, N.A., et al.,
          No. 2:03cv2784 (D.N.J.);

       -- City of Chandler, et al. v. Bank One, N.A., et al.,
          No. 2:03cv1220 (D. Ariz.);

       -- Parrett v. Bank One, N.A., et al., No. 2:03cv541
          (D. Ariz.);

       -- State of Arizona, et al. v. Credit Suisse First Boston,
          et al., No. 2:03cv1618 (D. Ariz.);

       -- Crown Cork & Seal Co., Inc., et al., v. Credit Suisse
          First Boston et al., No. 2:03cv2084 (D. Ariz.);

       -- New York City Employees' Retirement System, et al. v.
          Bank One N.A., et al., No. 1:03cv9973 (S.D.N.Y.);

       -- ING Bank N.V. v. JPMorgan Chase Bank, et al.,
          No. 1:03cv7396 (S.D.N.Y.); and

       -- Bank One, N.A. v. Poulsen, et al., No. 2:03cv394
          (S.D. Ohio).

    Messrs. Pote and Mendell were also named as defendants in
    Amedisys, Inc., et al. v. JPMorgan Chase Bank et al., No.
    3:03cv224 (M.D. La.), and Mr. Pote was named as a defendant in
    MedDiversified, Inc., et al. v. Poulsen, et al., No. 02cv12214
    (D. Mass).

    The Former Outside Directors' expenditures:

       Former Director                  Total Costs
       ---------------                  -----------
       Mr. Pote                          $1,366,598
       Mr. Mendell                        1,366,598
       Mr. Wilkinson                      1,169,049

    The costs related to Parret v. Bank One and the Gulf Adversary
    Proceeding are excluded from the expenditures.

C. Randy Ayers

    As former director and officer of NCFE, Randy Ayers believes
    that he is entitled to be reimbursed or covered by the Gulf
    D&O Policy for any losses he has incurred or will incur as a
    result of claims against him for alleged wrongful acts.

    According to Brian E. Dickerson, Esq., at Maguire & Schneider,
    LLP, in Columbus, Ohio, Mr. Ayers is facing numerous suits
    and investigations for which defense costs aggregate to
    $189,859:

       Cases                                             Costs
       -----                                            --------
       Bank One, N.A. V. Lance Poulsen, et al.           $10,240
       C2 03 394

       State of Arizona, et al. v. CSFB Corp., et al.     19,019
       CV-03-16 18-PHX-JWS

       Crown Cork & Seal Co., et al v. CSFB, et al.        6,255
       CV-2:03ev2084

       City of Chandler, et al. v. Bank One, N.A.,        31,193
       et al. CV2003-010173

       Michael Mahoney, et al. v. John F. Andrews,         6,352
       et al. 3:03-CV-467-25 TEM USDC

       John P. Houlihan v. John F. Andrews, et al          6,352
       3:03-CV-656-J-32MMH USDC

       New York City Employees' Retirement System,         8,507
       et al v. Bank One, N.A., et al. 03-CV-9973

       Investigation by U.S. Securities and Exchange      33,018
       Commission against Mr. Ayers commencing
       January 15, 2003

       Investigation by the U.S. Attorney's Office        11,630
       for the Southern District of Ohio against
       Mr. Ayers beginning December 10, 2002

       Cases consolidated in the MDL Cases in the         76,324
       District Court for the Southern District of Ohio

       Demand by purchasers of NCFE subsidiary notes for     288
       Reimbursement under Illinois laws
                                                        --------
       Total Fees Paid as of September 3, 2004          $189,859

D. Unencumbered Assets Trust

    The Unencumbered Assets Trust asserts covered losses
    aggregating $2,661,152,383:

       * $2,609,891,501 on account of a Claim, which was allowed
         with respect to the unsecured portion of the $3 billion
         contractual claims filed by the Indenture Trustees for
         the NPF VI and NPF XII Noteholders; and

       * $51,260,882 for professional fees of the Debtors, the NPF
         VI and NPF XII Subcommittees and the Creditors Committee.

    Mary E. Tait, Esq., at Jones Day, in Columbus, Ohio, contends
    that those amounts are covered under Insuring Clause C of the
    Policy because:

       (1) NCFE and its subsidiaries are "Insured Companies";

       (2) the Noteholder Deficiency Claim and the professional
           fees represent "Claims" made against the Debtors during
           the "Policy Period" or the "Discovery Period";

       (3) the Claims were for "Wrongful Acts"; and

       (4) the Debtors suffered a "Loss."

    The Trust's covered losses however far exceed the D&O Policy's
    $5 million limit of liability.

    As a result, the Trust believes that the proceeds should be
    distributed to the insureds in an amount proportional to the
    total losses claimed under the Policy, i.e., each insured
    should be awarded an amount from the Policy proceeds that is
    proportional to the insured's covered losses vis-a-vis total
    covered losses.  Ms. Tait says a proportional or pro rata
    distribution is appropriate because it is:

       -- consistent with bankruptcy law, policy and objectives;

       -- the most equitable allocation method under the
          circumstances; and

       -- consistent with the Gulf Policy and relevant case law.

    Ms. Tait points out that the D&O Policy does not contain a
    "priority of payments" clause prioritizing payments among the
    insureds or prioritizing certain kinds of Losses above others.
    Additionally, the coverage afforded the Insured Companies
    under Insuring Clause C is as fully broad as the individual
    insureds' coverage under Clause A.

    The Trust tells Judge Calhoun that the directors from JPMorgan
    Chase Bank, N.A. are not entitled to any defense
    costs under the D&O Policy.  The Trust believes that those
    directors' employers are paying for the defense costs.

    Additionally, the Trust asserts that three Former Officers'
    covered losses should reduced to these amounts:

                                       Covered Loss
                                       ------------
       Rebecca Parrett                     $386,449
       Lance and Barbara Poulsen            517,932
       Donald Ayers                         189,859

    These Former Officers covered losses are still subject to
    further reduction in unknown amounts, Ms. Tait notes.

    Based on its computations, the Trust asserts that its
    proportional share of the $5 million Gulf Deposit is 99.96%,
    or $4,998,000.

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)


NEWFIELD EXPLORATION: Fitch Rates $600M Unsecured Notes at BB+
--------------------------------------------------------------
Fitch Ratings has initiated coverage of Newfield Exploration
Company and assigned a rating of 'BB+' to the company's senior
unsecured debt and $600 million unsecured credit facility, and a
rating of 'BB-' to the company's senior subordinated notes.  The
Rating Outlook is Stable.

The ratings are supported by the company's conservative management
team and growth strategy (including the company's hedging
program), modest production costs and debt levels relative to the
company's peer group, the high percentage of assets operated by
the company, and the significant diversification of its asset base
in recent years.

Offsetting factors include higher finding and development costs
and a lower reserve-to-production ratio relative to the company's
peer group, as well as concerns over the potential for additional
debt to finance future acquisitions.  The company, however, also
has a history of reducing debt following transactions, reflected
by the repayment of $135 million of revolver borrowings since
Sept. 30, 2004, reducing total balance sheet debt to $933 million
at March 31, 2005.

Like other independent upstream oil companies, Newfield is
generating significant cash from operations and is reinvesting the
bulk of the cash back into growing its reserve base.  Cash flow
from operations for the last 12 months ending March 31, 2005
totaled $1.04 billion with capital expenditures of $958 million.  

Credit protection metrics remain very strong as the company
generated EBITDA of $1.16 billion over the 12-month period, which
provided interest coverage of 19.6 times (x) and leverage, as
measured by debt-to-EBITDA, of only 0.8x.  Leverage, as measured
by debt to barrel of oil equivalent of proven reserves were
reasonable at year-end 2004 at $3.34/boe, and debt to proven
developed producing reserves at $4.45/boe.  Liquidity remains
strong with only $63 million of cash borrowings and $25 million of
letters of credit under its credit facility and $31 million of
cash on hand.

Newfield's focus has historically been on high production, short-
lived reserves to maximize the value of the company's investments.  
This has been the strategy since Newfield was founded in the late
1980s, when the company began acquiring assets in the high
decline, shallow water Gulf of Mexico.  Under this approach, the
company also benefits from having no lingering proven undeveloped
reserves on its books.  The strategy, however, also drives the key
negative metrics in the analysis of Newfield - higher finding and
development costs and lower reserve life - which are discussed
further below.

Newfield now has the size and flexibility to diversify its
exploration portfolio, including its deep water and international
efforts.  The company's 2005 capital budget of $950 million
includes $285 million targeted for exploration.  Newfield's
portfolio of exploration projects reflects a balance of low-risk,
low-cost opportunities as well as higher risk, higher return
opportunities such as the high-profile Treasure Island prospect
being drilled by Newfield's partner, ExxonMobil.

Another core strength of Newfield is the high percentage of
properties the company operates as well as its mitigation of risk
on its non-operated properties, such as Treasure Island, where
Newfield's partners often pick up the bulk of the upfront
exploration costs for the opportunity to participate in the play.

The company supplements its organic efforts (100% reserve
replacement three-year average from 2002 to 2004) with
opportunistic acquisitions, including the purchase of Inland
Resources Inc. in August 2004.  Newfield's proven reserves have
nearly doubled over the last three years to nearly 300 million
barrels of oil equivalent at the end of 2004 from 156 mmboe at the
end of 2001.  Total reserve replacement has averaged 236% annually
over the period.  Newfield's approach to booking estimated
reserves can be viewed as 'middle of the road,' as the company has
avoided the pitfalls of being too conservative or too aggressive
in its estimates.  As a result, reserve reports reflect only
minimal revisions each year, a key strength of the company.

Although Newfield often pays what Fitch has historically viewed as
full price for acquisitions, the company also locks in the
economics of the transactions through hedging a significant
percentage of its production.  Newfield currently has more than
70% of its oil and gas production hedged through early 2006,
primarily through swaps and collars, as well as significant hedges
on its oil production through 2010.  Newfield also manages its
capital budget within its cash from operations and has been free
cash flow positive since 2001.  

Given the location and quality of the company's core reserves, the
bulk of its production has historically been priced at prevailing
Henry Hub and West Texas Intermediate crude prices, which is
reflected in the company's robust price realizations (average of
$33.34/boe in 2004).

Through the major acquisitions completed in recent years, Newfield
now has a foothold in four major basins in the U.S. as well as
modest offshore international operations in Malaysia, the North
Sea, China, and Brazil.  The company has yet to report any
significant results from its international efforts, with only 2.5%
of 2004 production and less than 2% of reserves at year-end coming
from overseas.  With development work ongoing with both the Grove
discovery in the North Sea and the Abu Cluster offshore Malaysia
as well as continued progress on the plan of development for the
Bohai Bay project offshore China, Fitch expects increasing reserve
bookings from international operations in 2005 and beyond.

Despite industry wide cost inflation in recent quarters, Newfield
remains very competitive with its production costs relative to its
peers, averaging $6.85/boe of total operating costs in 2004.  
Costs have also remained under control despite the significant
diversification in the company's asset base in recent years.  The
lower costs have also helped to offset the company's higher
finding, development and acquisition costs (FD&A of $13.16/boe
average from 2002 to 2004), giving the company a significant free
cash flow per boe of production ($11.50/boe) relative to its peer
group.

Newfield's high finding costs relative to its peer group
($13.16/boe three-year average FD&A) is a key concern for Fitch.
The primary drivers for the higher costs have been the nature of
the company's core asset base in Gulf of Mexico, the efforts in
recent years to grow and diversify its reserve base, and the
desire to capitalize on the current high price environment.  While
this metric may improve in coming years due to the company's
larger and more diversified asset base as well as through success
from its exploration efforts, Fitch expects the company to
continue to manage its investments by maximizing the economics of
its drilling efforts and future acquisitions.

The second core concern with Newfield is its low reserve life
relative to its peer group. As noted, this stems from the
company's historical focus on high-value, high-decline properties.  
Due to the company's diversification efforts in recent years, the
proven-reserves-to-production ratio has improved significantly
from 5.3 years at the end of 2001 to 7.3 years at the end of 2004.
Further improvement, however, would require major changes to the
company's strategy and, ultimately, its asset base, which Fitch
currently views as unlikely.

Despite Newfield's portfolio of drilling opportunities, Fitch
views the likelihood of further sizable acquisitions to be fairly
high.  The rising costs to buy companies and properties, however,
have placed increasing pressure on the leverage statistics of
Newfield and other upstream companies relative to the low debt/boe
metrics seen in recent years.

The August 2004 acquisition of Inland Resources for $575 million
added 54 million boe of proven reserves at a price of $10.58/boe.   
Newfield funded the transaction conservatively with $325 million
of 6-5/8% 10-year notes and $323 million of common stock.  A point
of note, however, is that given rising acquisition prices, at 50%
debt the Inland transaction was leveraging to Newfield with
$5.29/boe of the funding coming in the form of debt, significantly
higher than the company's year-end 2003 debt/boe of $2.92.

Fitch believes, however, that management is not willing to grow
for growth's sake and, as a result, the risk of the company making
a bad acquisition or overleveraging appears limited.  The company
also has a history of reducing debt following transactions, as
seen since the Inland transaction.  The inherent risks of future
acquisitions are also mitigated by the company's hedging strategy,
its in-house analyses of potential purchases, and the flexibility
afforded by the company's larger asset base.

While Newfield continues to perform very well under the current
commodity environment, the higher finding and development costs
and low reserve life limit positive rating momentum at this point
in time. Negative rating action would likely be considered under a
highly leveraging acquisition.

Newfield is a mid-sized oil and gas exploration and production
company headquartered in Houston.  The company has operations in
several major regions of the United States (shallow and deep water
Gulf of Mexico, Mid-Continent, South Texas, and Rocky Mountains),
as well as international offshore operations in the North Sea off
of the United Kingdom, Malaysia, China, and Brazil.  At year-end
2004, the company's reserves had grown to nearly 300 mmboe, of
which 75% was proven developed and 70% natural gas.


NORTEL NETWORKS: Bill Owens Replaces Gary Daichendt as COO
----------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) reported the
resignation of Gary Daichendt, president and chief operating
officer of the Company and Nortel Networks Limited, effective
June 10, 2005.  Bill Owens, vice chairman and chief executive
officer, will assume these responsibilities.

"Gary has made a major contribution to Nortel during his time here
and has added value to our strategic initiatives and business
plan," said Mr. Owens. "It has become apparent to Gary and me,
however, that we have divergent management styles and our business
views differ. I respect him for his decision and I wish him every
success in his future endeavors."

"While making the decision to leave Nortel was a difficult one, my
time with the Company has confirmed that Nortel has world class
technology and people," said Mr. Daichendt.

"You can be certain that we will continue to focus on operational
excellence as a broad-based carrier and enterprise networking
company," said Mr. Owens.  "We have a strong business and
technology team with significant depth and experience that we will
continue to build on."

Nortel also announced that Gary Kunis, chief technology officer,
who joined Nortel following the appointment of Mr. Daichendt, will
also be leaving the Company.  Mr. Kunis previously worked
alongside Mr. Daichendt at Cisco Systems.

                       Renewed Uncertainty

Analysts said the executive departures renew uncertainty about the
stability of Nortel's senior management team, The Wall Street
Journal reports.  The Company struggled with an accounting scandal
that led to the ouster of 10 senior executives, including former
chief executive Frank Dunn.

The Company became current with its filings of its financial
statements and expected good performance for the year.  The
resignations changed that outlook.  

Nortel Networks -- http://www.nortel.com/-- is a recognized   
leader in delivering communications capabilities that enhance the
human experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.
Nortel does business in more than 150 countries.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services affirmed its 'B-' credit rating
on Nortel Networks Lease Pass-Through Trust certificates series
2001-1 and removed it from CreditWatch with negative implications,
where it was placed Dec. 8, 2004.

The affirmation is based on a valuation analysis of properties
that provide security for the two notes that serve as collateral
for the pass through trust certificates.

The initial rating on the securities relied upon the ratings
assigned to both Nortel Networks Ltd. and ZC Specialty Insurance
Co.  The Dec. 8, 2004, CreditWatch placement followed the
Dec. 3, 2004 withdrawal of the rating assigned to ZC.

The properties are secured by five single-tenant, office/R&D
buildings in Research Triangle Park, North Carolina that are
leased to Nortel (B-/Watch Developing), which guarantees the
payment and performance of all obligations of the leases.  The
lease payments do not fully amortize the notes.  A surety bond
from ZC insures the balloon amount.

Due to the withdrawal of the rating on ZC, Standard & Poor's
current analysis incorporates the rating on Nortel and internal
valuations of the properties, including balloon risk. The
valuations factored in current market data.  The rating will not
necessarily be in alignment with Nortel's due to the balloon risk,
which is no longer mitigated by a rated entity.

A balloon payment of $74.7 million is due at maturity in
August 2016.  If this amount is not repaid, the indenture trustee
can obtain payment from the surety, provided certain conditions
are met.


NRG ENERGY: Amends 4% Preferred Stock Registration with SEC
-----------------------------------------------------------
On May 26, 2005, NRG Energy, Inc., filed an amendment to its
registration statement dated March 30, 2005, with the U.S.
Securities and Exchange Commission.

The amended registration statement includes a prospectus, which
relates to the offer and resale, from time to time, of up to
420,000 shares of 4% Convertible Perpetual Preferred Stock, par
value $0.01, and the shares of NRG's common stock, par value
$0.01, issuable upon the conversion of the preferred stock.

NRG originally issued the preferred stock in a private placement
on December 21, 2004.  The selling stockholders will receive the
proceeds from the sale of the preferred stock and common stock,
but NRG will bear the costs relating to the registration of the
preferred stock and common stock.

At May 25, 2005, the last reported sale price of NRG's common
stock was $34.75 per share.  NRG does not intend to list the
preferred stock on any national securities exchange or automated
quotation system.

                           The Offering

A. Preferred Stocks Offered

    The selling holders will sell up to 420,000 shares of 4%
    Convertible Perpetual Preferred Stock, at par value $0.01 per
    share.

B. Common Stock Offered

    The selling holders will sell up to 10,500,000 shares, based
    upon an initial conversion price of $40 per share of common
    stock.  The conversion price is subject to adjustments.

C. Liquidation Preference

    $1,000 per share of preferred stock

D. Dividend

    Holders of preferred stock are entitled to receive, when, as
    and if declared by its board of directors, out of funds
    legally available, cash dividends at the rate of 4% per annum,
    payable quarterly in arrears on March 15, June 15, Sept. 15
    and December 15 of each year, commencing March 15, 2005.
    Dividends on the preferred stock will be cumulative from the
    date of initial issuance.  Accumulated but unpaid dividends
    cumulate dividends at the annual rate of 4%.

    For so long as the preferred stock remains outstanding, (1)
    NRG will not declare, pay or set apart funds for the payment
    of any dividend or other distribution with respect to any
    junior stock or parity stock, and (2) neither NRG, nor any of
    its subsidiaries, will, subject to certain exceptions, redeem,
    purchase or otherwise acquire for consideration junior stock
    or parity stock through a sinking fund or otherwise, in each
    case, unless NRG has paid or set apart funds for the payment
    of all accumulated and unpaid dividends, including liquidated
    damages, if any, with respect to the shares of preferred stock
    and any parity stock for all preceding dividend periods.

    NRG has not declared or paid dividends on its common stock,
    and the payment of dividends is limited by its credit
    agreement.  On March 15, 2005, NRG paid dividends on its
    preferred stock.

E. Conversion of Preferred Stock

    The preferred stock is convertible, at the option of the
    holder, at any time into shares of its common stock at an
    initial conversion price of $40.00 per share, which is equal
    to an approximate conversion rate of 25 shares of its common
    stock per share of preferred stock.

    The conversion price may be adjusted for certain reasons,
    including for any future common stock dividends, but will not
    be adjusted for accumulated and unpaid dividends or liquidated
    damages, if any.  Upon conversion, holders will not receive
    any cash payment representing accumulated dividends, if any.
    Instead, accumulated dividends, if any, will be deemed paid by
    the issuance of the common stock received by holders on
    conversion.

    If a fundamental change occurs, NRG will adjust the conversion
    price as applicable.

    If NRG declare a cash dividend or cash distribution to holders
    of its common stock, the conversion price will be decreased to
    equal the price determined by multiplying the conversion price
    in effect immediately prior to the record date for the
    dividend or distribution by the fraction equal to:

         [(Pre-Dividend Sale Price) - (Dividend Adjustment)]
                      --------------------------
                       (Pre-Dividend Sale Price)

F. Optional Redemption of Preferred Stock

    NRG may not redeem any shares of preferred stock at any time
    before December 20, 2009.  On or after December 20, 2009, NRG
    may redeem some or all of the preferred stock with cash at a
    redemption price equal to 100% of the liquidation preference,
    plus accumulated but unpaid dividends, including liquidated
    damages, if any, to the redemption date.  The terms of the
    indenture governing its senior secured notes and its senior
    credit facility could restrict its ability to redeem shares of
    preferred stock for cash.

    If full cumulative dividends on the preferred stock have not
    been paid, the preferred stock may not be redeemed, and NRG
    may not purchase or acquire any shares of preferred stock
    other than pursuant to a purchase or exchange offer made on
    the same terms to all holders of preferred stock.

    The preferred stock is not subject to any mandatory redemption
    or sinking fund provision.

G. Fundamental Change With Respect to Preferred Stock

    If NRG become subject to a fundamental change, each holder of
    shares of preferred stock will have the right to require us to
    purchase any or all of its shares with cash at a purchase
    price equal to 100% of the liquidation preference, plus
    accumulated and unpaid dividends, including liquidated
    damages, if any, to the date of purchase.  Its ability to
    purchase all or a portion of preferred stock for cash is
    subject to its obligation to repay or repurchase any
    outstanding debt required to be repaid or repurchased in
    connection with a fundamental change and to any contractual
    restrictions then contained in its debt.

    NRG will not be required to repurchase any shares of preferred
    stock if the closing stock price of its common stock for the
    five trading days within the 10 consecutive trading days
    ending immediately before the later of the fundamental change
    or the public announcement thereof equals or exceeds 105% of
    the applicable conversion price of the preferred stock
    immediately before the fundamental change or public
    announcement.

    In addition, holders of shares of preferred stock will not
    have the right to require us to repurchase shares of preferred
    stock upon a fundamental change:

       -- unless the purchase complies with the indenture
          governing its senior secured notes and its anticipated
          amended and restated credit facility; and

       -- unless and until its board of directors has approved the
          fundamental change or elected to take a neutral position
          with respect to the fundamental change.

H. Voting rights

    Each holder of preferred stock will have one vote for each
    share held by the holder on all matters voted upon by the
    holders of its common stock, as well as voting rights
    specifically provided for in its amended and restated
    certificate of incorporation or as otherwise from time to time
    required by law.  In addition, whenever (1) dividends on the
    preferred stock or any other class or series of stock ranking
    on a parity with the preferred stock with respect to the
    payment of dividends are in arrears for dividend periods,
    whether or not consecutive, containing in the aggregate a
    number of days equivalent to six calendar quarters, or (2) NRG
    fail to pay the redemption price on the date shares of
    preferred stock are called for redemption or the purchase
    price on the purchase date for shares of preferred stock
    following a change of control, then, in each case, the holders
    of preferred stock will be entitled to vote for the election
    of two of the authorized number of its directors at the next
    annual meeting of stockholders and at each subsequent meeting
    until all dividends accumulated or the redemption price on the
    preferred stock have been fully paid or set apart for payment.

    The term of office of all directors elected by the holders of
    preferred stock will terminate immediately upon the
    termination of the rights of the holder of preferred stock to
    vote for directors.  Upon election of any additional
    directors, the number of directors that comprise its board
    will be increased by the number of the additional directors.
    Holders of shares of preferred stock will have one vote for
    each share of preferred stock held.

I. Ranking

    The preferred stock will be, with respect to dividend rights
    and rights upon liquidation, winding up or dissolution:

       -- junior to all its existing and future debt obligations;

       -- junior to each other class or series of its capital
          stock other than:

             * its common stock and any other class or series of
               its capital stock the terms of which provide that
               the class or series will rank junior to the
               preferred stock; and

             * any other class or series of its capital stock the
               terms of which provide that the class or series
               will rank on a parity with the preferred stock;

       -- on a parity with any other class or series of its
          capital stock the terms of which provide that the class
          or series will rank on a parity with the preferred
          stock;

       -- senior to its common stock and any other class or series
          of its capital stock the terms of which provide that the
          class or series will rank junior to the preferred stock;
          and

       -- effectively junior to all of its subsidiaries' (1)
          existing and future liabilities and (2) capital stock
          held by others.

J. Use of Proceeds

    All of the shares of preferred stock and common stock offered
    are being sold by the selling stockholders.  NRG will not
    receive any proceeds from the sale of preferred stock and
    common stock in this offering.

NRG advises that an investment in the preferred stock or common
stock involves a high degree of risk.

A full-text copy of the Amended Registration Statement is
available for free at http://ResearchArchives.com/t/s?1b

                         Pro Forma Results

NRG also filed additional pro forma results for the three months
ended March 31, 2005.

As previously reported, NRG filed a Form 8-K which set forth the
Transactional Pro Forma Analysis reflecting the impact of the
redemption and purchase of $415.8 million of the Company's 8%
second priority senior secured notes due 2013, in connection with
the registration of the Company's 4% Convertible Perpetual
Preferred Stock.

NRG reports that the proceeds for the Preferred Stock enabled NRG
to redeem and cancel $375 million of the 8% Notes.  The remaining
$40.8 million of the 8% Notes were purchased in the market in
early 2005.

A full-text copy of NRG's unaudited pro forma statement of
operations for three months ended March 31, 2005, is available
for free at http://ResearchArchives.com/t/s?1a

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.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2004,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
NRG Energy Inc.'s (NRG; B+/Stable/--) proposed $400 million
convertible perpetual preferred stock.  The outlook is stable.

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.


OAKWOOD HOMES: Fitch Lowers Ratings on 24 Classes
-------------------------------------------------
Fitch Ratings affirms 36 classes (representing approximately $749
million in outstanding principal) and downgrades 24 classes
(representing approximately $694 million in outstanding principal)
of Oakwood Homes Corp. manufactured housing transactions.

The rating actions reflect the continued poor performance of the
collateral and the increased rate of credit enhancement
deterioration due to adjustments in servicing practices.  Although
Fitch expects the collateral performance to modestly improve, most
bonds will not be able to re-establish the credit enhancement,
which deteriorated as a result of the high rate of losses in
recent months.

Oakwood Homes Corporation was engaged in the production, sale, and
financing of manufactured homes throughout the U.S. Oakwood filed
for Chapter-11 bankruptcy protection in November 2002, and the
company's operations and non-cash assets were subsequently
acquired by Clayton Homes, Inc. in April 2004.  Clayton Homes is a
subsidiary of Berkshire Hathaway Inc. (rated 'AAA' by Fitch).  The
loans continue to be serviced at the servicing center in
Greensboro, North Carolina under Clayton management.

Since 2002, servicing policy changes have caused volatility in
performance.  In late 2002, Oakwood began liquidating
repossessions solely through the wholesale channel and no longer
made loan assumptions available to borrowers.  The servicing fee
was made senior (100 bps for transactions prior to 2000-D and 150
bps for subsequent transactions), which reduced available excess
spread to cover losses.

Additionally, outstanding servicing advances greater than five
months were deemed unrecoverable and were netted out of the
trust's cash flow in October 2002.  After the acquisition by
Clayton in 2004, servicing advances greater than two months were
deemed unrecoverable and were netted out of the trust's cash flow
over several distribution dates between May and July of 2004.

Also, after the acquisition, borrowers were identified as
delinquent if the borrower did not make agreed-upon repayments of
advanced taxes and insurance.  Previously, Oakwood reported a
borrower as current if the principal and interest payment was made
regardless of whether the borrower had repaid tax and insurance
payments made on his behalf.  Clayton identified this new policy,
along with some transitional challenges, as the primary reasons
why Oakwood's delinquency increased in the months following the
acquisition.

The increase in delinquency in late 2004 resulted in an increased
rate of losses and an increased rate of credit enhancement
deterioration in 2005.  However, the rate of repossession
liquidations in recent months has exceeded the rate of borrowers
becoming delinquent.  This has resulted in a decline in the
overall delinquency rate and indicates that the liquidation rate
and loss rate should decline in the future.

When estimating expected losses, Fitch assumed liquidation rates
would decline over a period of several years after remaining
stable for the next 12 to 18 months.  Voluntary prepayment rates
and loss severities were assumed to remain consistent with current
levels.  Given these assumptions, Fitch expects losses on the
remaining pool balance of 18%-20% for the 1995-1996 vintages, 25%-
30% for the 1997-1999 vintages and 35%-40% for the 2000-2001
vintages.

A focus of the analysis was the manner in which principal and
principal shortfall carryovers are distributed to the senior
classes.  Fitch makes a distinction in credit risk for senior
classes that receive principal sequentially and are expected to
pay off prior to the entire senior tranche becoming
undercollateralized in a stressed scenario.  If the class is
expected to payoff prior to the undercollateralization of the
senior tranche, distinctions in credit risk are made even in
structures where losses are distributed pro rata among the
outstanding senior classes or principal distribution converts from
sequential to pro rata when the senior class becomes
undercollateralized.

Oakwood transactions employ a variety of senior class principal
distribution methods throughout the different transactions. All
Fitch-rated Oakwood transactions issued after 1997 with more than
one senior class initially distribute principal sequentially among
the senior classes.  However, the transactions vary in how they
repay principal shortfall carryover amounts.  Since all
transactions in these vintages have principal shortfall carryover
amounts and the shortfalls are paid prior to the current period's
principal, the method of shortfall repayment has become
significant.

The 1998 vintage transactions repay the shortfalls on a pro rata
basis among all senior classes.  Fitch-rated transactions after
1998 initially repay principal shortfall carryover amounts
sequentially among senior classes.  However, for all transactions
except 2000-D, once the shortfall carryover amount exceeds the
first bond's outstanding certificate balance, principal is no
longer due to that class and the carryover amount will no longer
grow for that class.  At that point, principal becomes due to the
next senior class in the sequential order and shortfalls will
begin to accrue for this next class.

When more than one senior class has an unpaid shortfall carryover
amount, the carryover amount is paid based on each bond's pro rata
share as determined by the bonds' outstanding carryover amount as
a percentage of the total shortfall carryover amount (rather than
pro rata as determined by the bonds' outstanding principal
balance).  The structure of 2000-D is unique among Fitch-rated
transactions issued after 1998 in that the principal shortfalls
will continue to be repaid sequentially regardless of whether the
shortfall carryover amount exceeds any senior bond's certificate
balance.

The practical implication of this structure for senior classes in
transactions after 1998 is that they initially received principal
sequentially and continued to receive principal sequentially while
the shortfall carryover amounts were smaller than the certificate
balance of the bond that was first in the sequential order.  
However, except for 2000-D, principal distribution has become
increasingly pro rata as the shortfall carryover amounts continue
to grow and exceed the balance of each bond in the sequential
order.  It is Fitch's expectation that the shortfall carryover
amounts will cause the senior classes in these transactions to
continue to pay on a pro rata basis, increasing the risk to
tranches that had previously paid sequentially.  Rating
adjustments on senior classes reflects the transition to pro rata
payment.

   Series 1995-A:

     -- Class A-4 affirmed at 'AA+';
     -- Class B-1 downgraded to 'CC' from 'CCC'.

   Series 1995-B:

     -- Class A-3 affirmed at 'AAA';
     -- Class A-4 affirmed at 'AA+';
     -- Class B-1 downgraded to 'C' from 'CC'.

   Series 1996-A:

     -- Class A-4 affirmed at 'AA+';
     -- Class B-1 downgraded to 'CC' from 'B-';
     -- Class B-2 remains at 'C'.

   Series 1996-B:

     -- Class A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'A';
     -- Class B-1 remains at 'C'.

   Series 1996-C:

     -- Class A-5 affirmed at 'AAA'
     -- Class A-6 affirmed at 'A'
     -- Class B-1 remains at 'C'

   Series 1997-A:

     -- Classes A-4 and A-5 affirmed at 'AAA';
     -- Class A-6 affirmed at 'A';
     -- Class B-1 remains at 'C';
     -- Class B-2 remains at 'C'.

   Series 1997-B:

     -- Classes A-4 and A-5 affirmed at 'AAA';
     -- Class M affirmed at 'A-';
     -- Class B-1 remains at 'C'.

   Series 1997-C:

     -- Classes A-3, A-4, A-5 and A-6 affirmed at 'AAA';
     -- Class M affirmed at 'BBB+';
     -- Class B-1 remains at 'C'.

   Series 1997-D:

     -- Classes A-3, A-4 and A-5 are affirmed at 'AAA';
     -- Class M downgraded to 'BBB-' from 'BBB+';
     -- Class B-1 remains at 'C'.

   Series 1998-B:

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

   Series 1998-C:

    -- Classes A and A-ARM affirmed at 'BBB+';
    -- Class M-1 downgraded to 'C' from 'CC';
    -- Class M-2 remains at 'C'.

   Series 1999-A:

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

   Series 1999-B:

    -- Class A-2 downgraded to 'BB-' from 'AAA';
    -- Class A-3 downgraded to 'BB-' from 'AA-';
    -- Class A-4 downgraded to 'BB-' from 'BB+';
    -- Class M-1 downgraded to 'C' from 'CC';
    -- Class M-2 remains at 'C'.

   Series 1999-C:

    -- Class A-2 downgraded to 'B' from 'BB-';
    -- Class M-1 downgraded to 'C' from 'CC';
    -- Class M-2 remains at 'C'.

   Series 1999-E:

    -- Class A-1 downgraded to 'B' from 'BB';
    -- Class M-1 downgraded to 'C' from 'CCC';
    -- Class M-2 remains at 'C'.

   Series 2000-A:

    -- Class A-2 downgraded to 'CCC' from 'AA-';
    -- Class A-3 downgraded to 'CCC' from 'BBB-';
    -- Class A-4 downgraded to 'CCC' from 'BB';
    -- Class A-5 downgraded to 'CCC' from 'B';
    -- Class M-1 remains at 'C';
    -- Class M-2 remains at 'C'.

   Series 2000-B:

    -- Class A-1 remains at 'C';
    -- Class M-1 remains at 'C'.

   Series 2000-D:

    -- Class A-2 affirmed at 'AAA';
    -- Class A-3 affirmed at 'A';
    -- Class A-4 downgraded to 'CC' from 'CCC';
    -- Class M-1 remains at 'C'.

   Series 2001-B:

    -- Class A-2 downgraded to 'BBB-' from 'AA';
    -- Class A-3 downgraded to 'BBB-' from 'A-';
    -- Class A-4 affirmed at 'BBB-';
    -- Class M-1 remains at 'C'.


PARMALAT USA: S.p.A. Holds Allowed Unsecured Claim for $6 Million
-----------------------------------------------------------------
Parmalat Finanziaria S.p.A. and each of its affiliates timely
filed proofs of claim against Parmalat U.S.A. Corporation and its
U.S. debtor-affiliates.  The Parmalat Affiliates are:

     * Parmalat S.p.A,
     * Parmalat Netherlands B.V.,
     * Parmalat Finance Corporation B.V.,
     * Parmalat Capital Netherlands B.V.,
     * Dairies Holding International B.V.,
     * Parma Food Corporation B.V.,
     * Parmalat Soparfi S.A.,
     * Olex S.A., Eurolat S.p.A.,
     * Lactis S.p.A.,
     * Coloniale S.p.A.,
     * Hit S.p.A.,
     * Hit International S.p.A.,
     * Nuova Holding S.p.A.,
     * Contal S.r.l.,
     * Geslat S.r.l.,
     * Newco S.r.l.,
     * Eliair S.r.l.,
     * Centro Latte Centallo S.r.l.,
     * Panna Elena S.r.l.,
     * Parmengineering S.r.l.,
     * Parmatour S.p.A.,
     * Fratelli Strini Costruzioni Meccaniche S.r.l., and
     * Curcastle Corporation N.V.

The Parmalat Entity Claims were assigned Claim Nos. 479, 802-831,
833-874 and 879-881.

On March 8, 2005, the Court authorized a settlement among various
Parmalat Entities, General Electric Capital Corporation and its
affiliated entities, and the Official Committee of Unsecured
Creditors.  Pursuant to its March 8 Order, the Court also
approved a term sheet containing the conditions for a global
settlement of claims between the U.S. Debtors and the Parmalat
Entities.

Subsequently, the U.S. Debtors and the Parmalat Entities have
entered into a Global Settlement dated as of May 31, 2005, and
stipulated that:

   -- the Parmalat Entities will withdraw all their claims, with
      prejudice, except for Claim No. 802 filed by Parmalat
      S.p.A. against Parmalat USA Corp.; and

   -- the U.S. Debtors will allow Claim No. 802 for $6,000,000.

Accordingly, Judge Drain approves the Stipulation.

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 Nos. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PILLOWTEX: Wants Bankruptcy Court to Close Pillowtex I Cases
------------------------------------------------------------
Gilbert R. Saydah, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, recounts that on November 14, 2000, 24
debtors voluntarily filed Chapter 11 petitions, jointly
administered under Case No. 00-4211:

     * Pillowtex, Inc.,
     * Pillowtex Corporation,
     * Beacon Manufacturing Company,
     * Fieldcrest Cannon, Inc.,
     * Encee, Inc.,
     * The Leshner Corporation,
     * Opelika Industries, Inc.,
     * Pillowtex Management Services Company,
     * Amoskeag Management Corporation,
     * Bangor Investment Company,
     * Crestfield Cotton Company,
     * Downeast Securities Corporation,
     * FCC Canada, Inc.,
     * Fieldcrest Cannon Financing, Inc.,
     * Fieldcrest Cannon, International, Inc.,
     * Fieldcrest Cannon, Licensing, Inc.,
     * Fieldcrest Cannon SF, Inc.,
     * Fieldcrest Cannon Transportation, Inc.,
     * Leshner of California, Inc.,
     * Manetta Home Fashions, Inc.,
     * Moore's Falls Corporation,
     * PTEX Holding Company,
     * St. Marys, Inc., and
     * Tennessee Woolen Mills, Inc.

On May 1, 2002, the U.S. Bankruptcy Court for the District of
Delaware confirmed the Second Amended Joint Plan of Reorganization
filed by the First Case Debtors.  The Plan became effective on
May 24, 2002.

Under the confirmed Plan:

   (a) each holder of an Allowed Claim in Class 2 is entitled to
       receive cash equal to 10% of the amount of the Allowed
       Claim; and

   (b) each holder of an Allowed Claim in Class 6 is entitled to
       receive its pro rata share of (i) 600,000 shares of common
       stock of Reorganized Pillowtex, and (ii) warrants to
       purchase an aggregate of 3,529,412 shares of common stock
       of Pillowtex Corporation.

Following the Effective Date, the First Case Debtors' disbursing
agent, Wells Fargo, established a cash account from which the
distributions were to be made to holders of Allowed Class 2
Claims.  As of May 23, 2005, the balance of the Convenience
Claims Account is $12,061.

Mr. Saydah also points out that the First Case Debtors have
established the Unsecured Claims Reserve, which contains shares
of New Common Stock and New Warrants to be distributed from time
to time upon the resolution of Disputed Claims.  As of May 23,
2005, 62,650 shares of New Common Stock and New Warrants to
purchase 370,006 shares of New Common Stock are held in the
Unsecured Claims Reserve.  Because no dividends or other cash
distributions have been made in respect of the New Common Stock
or the New Warrants, the Unsecured Claims Reserve does not
contain any cash.

Mr. Saydah informs Judge Walsh that as of May 23, 2005, the First
Case Debtors' Plan has been substantially consummated, as that
term is defined in Section 1101(2) of the Bankruptcy Code,
because:

   (a) the First Case Debtors have transferred substantially all
       of the property proposed by the Plan to be transferred;

   (b) the Reorganized Debtors assumed the management of their
       businesses and properties as contemplated by the Plan; and

   (c) The Disbursing Agent has commenced distributions as
       contemplated by the Plan.

In the year after the Plan Effective Date, the Reorganized
Debtors were subject to continuing adverse market conditions.

"The effect of those conditions, together with intense domestic
and foreign competition, had a negative impact on the Reorganized
Debtors' cash flows and results from operations," Mr. Saydah
says.

On July 3, 2003, 16 debtors commenced the Second Cases, which
were jointly administered under Case No. 03-12339.  The Second
Case Debtors consists of:

     * Pillowtex Corporation,
     * Beacon Manufacturing,
     * Encee, Inc.,
     * FC Online, Inc.,
     * FCC Canada, Inc.,
     * FCI Corporate LLC,
     * FCI Operations LLC,
     * Fieldcrest Cannon, Inc.,
     * Fieldcrest Cannon Financing, Inc.,
     * Fieldcrest Cannon Licensing, Inc.,
     * Fieldcrest Cannon Transportation, Inc.,
     * The Leshner Corporation,
     * Opelika Industries, Inc.,
     * PTEX Holding Company,
     * PTEX, Inc., and
     * Tennessee Woolen Mills, Inc.

By Order dated November 7, 2003, the Court fixed December 29,
2003, as the general bar date for filing proofs of claim in the
Second Cases, and January 26, 2004, as the bar date for
governmental units to file proofs of claim.

The First and Second Case Debtors do not expect that any  
distribution will be available to holders of equity interests in
Pillowtex.  Accordingly, they believe that the New Common Stock
and the New Warrants issued under the First Case Debtors' Plan --
including any shares of New Common Stock or New Warrants
remaining in the Unsecured Claims Reserve to be distributed to
holders of Disputed Claims in Class 6 -- have no value.

The First and Second Case Debtors believe that the First Cases
have been fully administered, as that term is used in Section 350
of the Bankruptcy Code and Rule 3022 of the Federal Rules of
Bankruptcy Procedure.  However, at the time the Reorganized
Debtors commenced the Second Cases, there were several matters
pending in the First Cases.  Pursuant to Section 362, the Pending
Matters have been stayed by the commencement of the Second Cases.

Mr. Saydah explains that the Pending Matters relate to claims
objections, requests for payment of administrative claims, and
objections and other responses.  A summary of the Pending Matters
and their status at the time the Second Cases were filed is
available at no charge at:

     http://bankrupt.com/misc/1Pillowtex_pendingmatters.pdf

Based on the First and Second Case Debtors' records and
information provided by their claims agent, substantially all of
the Pending Matters involve an aggregate of $47.1 million
Disputed Claims.  Of these Disputed Claims, $29.3 million would
be allowed, if at all, as Claims in Class 6 and would receive
shares of New Common Stock and New Warrants.  The First and
Second Case Debtors believe that the Claims, even if allowed,
would not be entitled to any recovery in the Second Cases.

The remaining Disputed Claims, on the other hand, were filed as
Administrative Claims, Priority Tax Claims, Priority Claims or
Secured Claims, and relate to either late-filed claims,
duplicative claims that have already been satisfied, claims for
which the Reorganized Debtors believe there is no liability, or
prepetition, unsecured non-priority claims that were improperly
characterized as secured or otherwise entitled to priority.

In addition to the Pending Matters, there are five claims that
were filed in the First Cases after the applicable bar date with
respect to which no objection was filed and no distribution was
made:

   Claimant                         Claim No.   Amount  Status
   ---------                        ---------   ------  ------
   City of Rocky Mount, NC             2463     $9,828  Secured

   Washington County Collector, AR     2538      4,578  Priority

   Penske Truck Leasing                2539    118,366  Priority
                                       2545     17,528  Priority

   State of NY Dept. of Labor          2547        368  Admin.
                                                        Expense

Against this backdrop, the Debtors ask the Court to:

   (a) enter an Order in each of the First and Second Cases,
       closing the First Cases;

   (b) excuse the First Case Debtors from preparing and filing
       any final report in the First Cases.

The Second Case Debtors will file a consolidated final report
with respect to the First and Second Cases in connection with the
entry of a confirmation order in, or the closing of, the Second
Cases.

With respect to the Pending Matters, the Debtors ask the Court to
approves these procedures:

   (1) All Pending Matters for which no proof of claim was timely
       filed in the Second Cases will be dismissed with
       prejudice;

   (2) The Pending Matters relating to claims in the First Cases
       that were properly preserved in the Second Cases by the
       filing of a proof of claim on or before December 29, 2003,
       will be transferred to, and resolved by the Court in
       connection with the Second Cases;

   (3) Pending Matters transferred to the Second Cases will be
       resolved pursuant to the ordinary claims resolution
       process in the Second Cases, except that any of the
       Pending Matters relating to claims in the First Cases that
       assert only general unsecured liabilities which would be
       allowed, if at all, only as claims in Class 6 under the
       Plan, will be deemed to have been allowed in the First
       Cases;

   (4) After the resolution or deemed allowance of a Pending
       Matter, the First and Second Case Debtors will determine
       the type and amount of the distribution, if any, to which
       any non-debtor party would have been entitled under the
       Plan in respect of the party's claim or interest as a
       result of the resolution or allowance of the Pending
       Matter;

   (5) A non-debtor party's right to receive the distribution
       will constitute a claim or an interest in the Second
       Cases; and

   (6) The Reorganized Debtors will have the right to object to
       any proof of claim filed in the Second Cases in whole or
       in part on account of an Adjusted Claim or Adjusted
       Interest on any ground that is available to them in the
       Second Cases.

The Debtors propose that these procedures also be made applicable
to the Late Filed Claims.  With respect to any Late-Filed Claim
that is transferred to the Second Cases, the Reorganized Debtors
will have the right to object to the Late-Filed Claim in the
Second Cases on any ground that would have been available to them
in the First Cases.

                       U.S. Trustee Objects

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, asks the
Court to deny the First and Second Case Debtors' request.  Ms.
Beaudin says all of the outstanding operating reports in the
First Cases have not been filed and all of the required fees due
under Section 1930 of the Judiciary Procedures Code have not been
paid.

Ms. Beaudin points out that Pillowtex, Inc., and Pillowtex
Management Services -- two of the First Case Debtors -- did not
re-file bankruptcy in the Second Cases.  For all of the First
Case Debtors that became Second Case Debtors, Ms. Beaudin and the
Second Case Debtors agreed to the amount and treatment of the
outstanding quarterly fees from the First Cases.  Accordingly,
the Court entered an order allowing the quarterly fees of the
First Case Debtors that became Second Case Debtors.

The Order, however, does not apply to the Non-refiling Debtors,
who owe operating reports and quarterly fees.  The Non-refiling
Debtors each have quarterly fee balances of $130,000.  The
balances are estimated because the Non-refiling Debtors have not
filed operating reports since the first quarter 2002.

Because the First Cases remain open and the Non-refiling Debtors
did not file bankruptcy in the Second Cases, quarterly fees
continue to accrue and operating reports continue to be due.
Therefore, Ms. Beaudin argues that the Non-refiling Debtors do
not meet the requirements of Section 2015(a) of the Federal Rules
of Bankruptcy Procedure and Rule 5009-1 of the Local Rules of
Bankruptcy Practice and Procedure of the United States Bankruptcy
Court for the District of Delaware.

Ms. Beaudin also objects to the First Case Debtors' request to be
excused from filing a final report in the First Cases.   Ms.
Beaudin contends that the First and Second Cases are separate
cases and have separate costs of administration, which need to be
separately reviewed and assessed.  Ms. Beaudin stresses that the
final report is the mechanism for both the Clerk of the Court and
the U.S. Trustee to track the costs of administration.  A
consolidated report for the First and Second Cases is of no help
in performing this function.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to    
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.  (Pillowtex Bankruptcy News, Issue No. 80; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PROJECT FUNDING: Fitch Puts Four Classes on Rating Watch Negative    
-----------------------------------------------------------------
Fitch Ratings places four classes of notes issued by Project
Funding Corporation I on Rating Watch Negative.

     -- $95,267,748.63 class I notes rated 'AA';
     -- $3,066,012.21 class II notes rated 'BBB';
     -- $3,175,455.64 class III notes rated 'BB';
     -- $3,832,648.30 class IV notes rated 'B'.

PFC I is a collateralized debt obligation administered by Credit
Suisse First Boston, which closed March 5, 1998.  PFC I was
established to issue approximately $617 million in debt and equity
securities and invest the proceeds in a static portfolio of
amortizing project finance loans originated by CSFB.

As of the April 15, 2005, payment date, there were 18 loans to 14
obligors, and the notes have paid down approximately 82% of their
original balance.  The notes of PFC I feature a pro rata principal
payment and sequential payment of interest prior to the occurrence
of certain triggers.  To date, no such triggers have been
achieved.

Since the last rating action on Sept. 14, 2004, the collateral has
deteriorated.  Specifically, one borrower entered into Chapter 11
and subsequent to the filing, experienced a severe equipment
malfunction that may lower its energy output.  In addition,
another obligor experienced deterioration in debt service
coverage.  While these events have not resulted in a payment
default to date, under the borrowers' obligations to PFC I, the
credit risk of these loans is no longer consistent with that of
the underlying assessed ratings.

Additional deal information and historical data are available on
the Fitch Ratings web site at http://www.fitchratings.com/


PROXIM CORP: Wants to Hire Pachulski Stang as Bankruptcy Counsel
----------------------------------------------------------------          
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C. as
their general bankruptcy counsel.

Pachulski Stang will:

   a) provide legal advice to the Debtors with respect to their
      powers and duties as debtors-in-possession in the continued
      operation and management of their businesses and property,
      including a possible sale of their assets and a proposed
      debtor-in-possession financing;

   b) prepare and pursue confirmation of a proposed plan of
      reorganization and approval for its accompanying disclosure
      statement;

   c) prepare on behalf of the Debtors, all necessary
      applications, motions, answers, orders, reports and other
      necessary legal papers, and appear in Bankruptcy Court to
      protect the interests of the Debtor before that Court; and

   d) provide all other necessary legal services for the Debtors
      that are necessary in their chapter 11 cases.

Laura Davis Jones, Esq., a shareholder at Pachulski Stang, is the
lead attorney for the Debtors.  Ms. Jones discloses that the Firm
received a $299,563.24 retainer.  Ms. Jones charges $595 per hour
for her services.

Ms. Jones reports Pachulski Stang's professionals bill:
      
      Professional             Hourly Rate
      ------------             -----------
      Tobias S. Keller            $450
      Bruce Grohsgal              $435
      Maxim B. Litvak             $365
      Rachel Lowly Werkheiser     $295
      Patricia J. Jeffries        $160
      Louise Tuschak              $145

Pachulski Stang assures the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

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 and its affiliates provide 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 its debtor-affiliates filed for chapter
11 protection on June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  
When the Debtors filed for protection from their creditors, they
listed total assets of $55,361,000 and total debts of
$101,807,000.


PROXIM CORP: Wants Ordinary Course Professionals to Continue
------------------------------------------------------------
Proxim Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
continue to retain, employ and pay professionals they turn to in
the ordinary course of their business without bringing formal
employment applications to the Court.

In the day-to-day operation of their businesses, the Debtors
customarily call on certain professionals, including accountants,
attorneys, consultants and other professionals to represent them
in matters arising in the ordinary course of their business.  

The Debtors explain that the uninterrupted services of the
Ordinary Course Professionals are important to their continuing
operations and their ultimate ability to reorganize under
chapter 11.  More importantly, the cost of preparing and
prosecuting separate retention applications and fee applications
for each of those Professionals will be significant and those
costs will be borne by the Debtors' estates.

The Debtors assure the Court that:

   a) no Ordinary Course Professional will be paid in excess of
      $35,000 per month and the aggregate monthly payments for all
      the Ordinary Course Professionals will not exceed $75,000;

   b) if any of the Ordinary Course Professional's monthly fees
      and expenses exceed $35,000, that Professional will be
      required to submit with the Court a formal application for
      approval of fees and expenses; and

   c) they will file with the Court no more than 30 days after the
      last day of January, May and September of each year that
      their chapter 11 cases are pending, a summary payment
      statement that includes:

       (i) the name of the Ordinary Course Professional and the
           aggregate amounts paid as compensation for services
           rendered and reimbursement of expenses incurred by that
           Professional during the statement period, and

      (ii) a brief statement of the type of services rendered.

Although some of the Ordinary Course Professionals may hold minor
amounts of unsecured claims, the Debtors do not believe that any
of them have an interest materially adverse to the Debtors, their
creditors and other parties-in-interest.

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 and its affiliates provide 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 its debtor-affiliates filed for chapter
11 protection on June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C. represents the Debtor in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed total assets of $55,361,000 and total debts
of $101,807,000.


QUEST RESOURCE: March 31 Balance Sheet Upside-Down by $24.9 Mil.
----------------------------------------------------------------
Quest Resource Corporation, reported results for its first quarter
ended March 31, 2005.  

The Company had a 4% increase in revenues for the three months
ended March 31, 2005 with revenues of $12,051,000, as compared to
revenues of $11,548,000 million for the three months ended March
31, 2004.  This increase was possible through a combination of the
addition of more producing wells and higher natural gas prices,
which was partially offset by the natural decline in production
from some of the Company's older gas wells.

The Company recorded a net loss of $1.1 million for the quarter
ended March 31, 2005, as compared to a net loss of $5.6 million
for the quarter ended March 31, 2004.  General and Administrative
expenses were less for the three months ended March 31, 2005 at
$971,000 as compared to $983,000 for the three months ended
March 31, 2004.  The Company is committed to increasing daily gas
production and continuing its endeavor to maintain costs at a
reasonable level.

               Liquidity and Capital Resources

At March 31, 2005, the Company had current assets of
$12.6 million, a working capital deficit of $6.4 million and had
$1.4 million of net cash used by operations during the three
months ended March 31, 2005.  The working capital deficit totals
$28.1 million.

During the three months ended March 31, 2005, a total of
approximately $14.2 million was invested in new natural gas wells
and properties, new pipeline facilities, and other additional
capital items.  This investment was funded by an increase of
approximately $12 million of additional notes issued to ArcLight
and $2 million of additional borrowings under the term loans from
the UBS Credit Agreement.  An additional $3 million of notes is
available for issuance to ArcLight.  The Company used an
additional $3 million of borrowings under the term loans from the
UBS Credit Agreement to reduce the outstanding balance under its
revolving credit facility during the first quarter.

Net cash used by operating activities totaled $1.4 million for the
three months ended March 31, 2005, as compared to $6.5 million of
net cash provided from operating activities for the three months
ended March 31, 2004 due primarily to the expanded operations of
the Company and the delay between the time a well is drilled and
the Company begins receiving payments for production from the
well.

The Company's working capital deficit was $6.4 million at
March 31, 2005, compared to a $9.5 million working capital deficit
at December 31, 2004.  The change in the working capital deficit
is due to the reduction of accounts payable, oil and gas payable
and accrued expenses that were funded with the proceeds of
additional term loan borrowings and additional subordinated notes
issued in February 2005.

Although the Company believes that it will have adequate
additional reserves and other resources to support the future
development plans, no assurance can be given that the Company will
be able to obtain funding sufficient to support all of its'
development plans or that such funding will be on terms favorable
to the Company.

                       UBS Credit Facility

On July 22, 2004, Quest Cherokee entered into a syndicated credit
facility arranged and syndicated by UBS Securities LLC, with UBS
AG, Stamford Branch as administrative agent.  The UBS Credit
Agreement originally provided for a $120 million six-year term
loan that was fully funded at closing and a $20 million five-year
revolving credit facility that could be used to issue letters of
credit and fund future working capital needs and general corporate
purposes.

As of March 31, 2005, Quest Cherokee had approximately $12 million
of loans and approximately $2 million in letters of credit issued
under the UBS Revolving Loan.  Letters of credit issued under the
UBS Revolving Loan reduce the amount that can be borrowed there
under.  The UBS Credit Agreement also contains a $15 million  
"synthetic" letter of credit facility that matures in December
2008, which provides credit support for Quest Cherokee's natural
gas hedging program.  A portion of the proceeds from the UBS Term
Loan were used to repay the Bank One credit facilities.  After the
repayment of the Bank One credit facilities and payment of fees
and other obligations related to this transaction, Quest Cherokee
had approximately $9 million of cash at closing from the proceeds
of the UBS Term Loan and  $15 million of availability under the
UBS Revolving Loan.

                      About the Company

Quest Resource Corporation's primary activity is the exploration,
production, and transportation of natural gas in a 1,000 square
mile region of southeastern Kansas and northeastern Oklahoma that
is served by its 1,000-mile gas pipeline network.  Quest is
available on the Web at http://www.qrcp.net/

At Mar. 31, 2005, Quest Resource Corporation's balance sheet
showed a $24,886,000 stockholders' deficit, compared to a
$2,606,000 deficit at Dec. 31, 2004.


RAYTHEON COMPANY: Fitch Upgrades Pref. Securities a Notch to BBB-
-----------------------------------------------------------------
Fitch Ratings has upgraded Raytheon Company as follows:

    -- Senior unsecured debt to 'BBB' from 'BBB-';
    -- Bank facility to 'BBB' from 'BBB-';
    -- Commercial paper to 'F2' from 'F3'.

   RC Trust I

    -- Trust preferred securities to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.  Approximately $5.5 billion of debt
is affected by these actions.

The upgrades are based on RTN's substantial debt reduction in the
past eighteen months, improved credit statistics, solid
performance in RTN's government and defense businesses, the
recovery in the business jet market, and improved operating
performance at Raytheon Aircraft.  In addition, RTN has reduced
its risks related to lawsuits, regulatory investigations, and the
company's former Engineers & Constructors (E&C) segment.  The
upgrades also incorporate RTN's balanced cash deployment plan,
which includes additional debt reduction and pension
contributions.

RTN's ratings reflect the competitive position of the company's
defense businesses, high levels of U.S. defense spending, strong
backlog, and liquidity position.  Concerns center on rising risks
within the Department of Defense budget due to the Quadrennial
Defense Review, 'transformation,' and DoD leadership changes;
increasingly shareholder-focused cash allocation; and uncertainty
regarding the company's Chief Financial Officer position.

Debt reduction is the main driver of the rating actions.  RTN
lowered its debt by $4.4 billion in the past four years, including
$2.2 billion in 2004.  In late 2004, RTN established a balanced
cash deployment plan that includes approximately $500 million of
debt reduction per year over the next three years, which the
company should be able to achieve through the retirement of
maturing debt.

RTN also plans to make discretionary pension contributions of $200
million annually for the next few years to improve its pension
deficit, which was $3.6 billion at the end of 2004.  The cash
deployment plan through 2006 also includes shareholder-focused
actions such as dividend increases and a $700 million share
repurchase program.  Fitch believes that RTN will be able to carry
out these actions using free cash flow (cash from operations less
capital expenditures), which Fitch expects to be in the range of
$1.3 billion to $1.5 billion per year during the next few years.

Although RAC's margins are among the lowest in the general
aviation industry, the segment's financial performance has
improved, and Fitch now believes RAC will not be a significant
drag on RTN's financial performance.  RAC's revenues grew 16% in
2004 and operating margins were 2.6% compared to break-even
margins in 2003 and losses in 2001 and 2002.

RAC's free cash flow in 2004 was $134 million.  RAC's better
performance is the result internal efforts to improve operating
effectiveness and the recovery in the business jet market.  Fitch
considers the business jet market to be the commercial aerospace
industry's strongest segment in 2005, with unit deliveries up at
least 15-20%.  RTN expects RAC's sales to rise at least 7% in 2005
with operating margins around 4%. Fitch believes these estimates
are consistent with the market environment.  Two near-term risks
for RAC are the final certification of the Hawker Horizon and the
expiration of a union contract this summer.

Fitch's previous concerns about contingent liabilities have been
lessened by several recently completed or pending settlements
totaling less than $500 million.  In late 2004 and early 2005, RTN
settled several class action securities lawsuits, including one in
which the company agreed to pay $210 million cash and to provide
warrants worth $200 million to the plaintiffs.  RTN also offered
to settle a SEC investigation into accounting practices at RAC.   
The $12 million offer still has to be approved by the SEC, but
approval has been recommended by the SEC staff.  The SEC continues
to investigate RTN's CFO, who has been placed on administrative
leave.

RTN's government and defense businesses, which accounted for 74%
of revenues in 2004, continue to benefit from the strong defense
spending environment.  Sales grew 11% in 2004, and operating
margins rose to 10.9% from 9.3%, with the Network Centric Systems
segment providing much of the improvement.  These businesses also
saw strong order growth with backlog increasing nearly 20% versus
2003.

Although Fitch believes that the strongest DoD growth is in the
past, absolute spending levels are high and are not expected to
decline in the next several years.  Fitch believes that the DoD
budget will continue to rise in the next few years, but at a
decelerating rate.  While the size of the U.S. defense budget is a
positive for defense industry credit quality, Fitch is
increasingly concerned that there are program risks within the
budget as the DoD evaluates spending priorities in the context of
'transformation'.  RTN could be better insulated from DoD budget
changes than some other defense contractors because of its focus
on electronics rather than platforms.

At March 27, 2005, RTN had a liquidity position of $1.6 billion,
consisting of $457 million of cash and $1.7 billion of
availability under its $2.2 billion credit facility, offset by
$566 million of non-bank short-term debt and current debt
maturities.  RTN's debt-to-EBITDAP ratio for the last twelve
months ending March 27, 2005, was 2.3 times (x) compared to 2.2x
for 2004 and 3.5x in 2003. The slight increase for the last twelve
months was related to seasonal cash outflows in the first quarter.  
With additional debt reduction in 2005, Fitch believes that RTN's
debt-to-EBITDAP ratio could approach 2.0x by the end of the year.
Interest coverage improved to 6.4x for the last twelve-month
period compared with 5.5x in 2004 and 3.9x in 2003.


REGENCY GAS: Pipeline Expansion Prompts S&P's Watch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit rating on Regency Gas Services LLC on CreditWatch with
negative implications.

The Dallas, Texas-based company had about $248 million of long-
term debt outstanding as of March 31, 2005.

The rating action follows Regency's announcement that it will
incur $125 million in capital expenditures to expand and extend
its existing intrastate gas pipeline in Northern Louisiana.  The
expansion is expected to be complete before 2005 year-end and will
be financed largely though debt.

"The current ratings do not incorporate the substantial increase
in debt that will be incurred as a result of this expansion," said
Standard & Poor's credit analyst Plana Lee. "The expansion's
immediate impact will significantly increase the company's
leverage and pressure credit metrics at the current rating level."

In addition, Standard & Poor's said that although the planned
expansion could eventually lead to an improved business mix due to
an increased proportion of fee-based (versus commodity price
sensitive) cash flows, the realization of these cash flows remains
uncertain at present.

The CreditWatch listing will be resolved after a thorough review
of the expansion's effect on Regency's business and financial
profiles.

Formed in 2003, Regency is a midstream gas gathering, processing,
transmission, and marketing company with operations in Northern
Louisiana, West Texas, and the Midcontinent region.


RELIANCE GROUP: Still Unable to File Financial Reports with SEC
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
Inc., informs the Securities and Exchange Commission, that RGH has
been unable to complete the work necessary to issue audited
financial statements for fiscal year 2000 or any subsequent fiscal
year.  Unless this work is completed and an audit opinion is
issued, it will not be possible to prepare a Form 10-Q for the
fiscal quarter ended March 31, 2005.

Mr. Zeller notes that RGH has still not filed certain SEC-
required reports over the last 12 months, namely:

   -- Form 10-Q for the fiscal quarter ended March 31, 2004;

   -- Form 10-Q for the fiscal quarter ended June 30, 2004;

   -- Form 10-Q for the fiscal quarter ended September 30, 2004;
      and

   -- Form 10-K for the fiscal year ended December 31, 2004.

Headquartered in New York, New York, Reliance Group Holdings,
Inc. -- http://www.rgh.com/-- is a holding company that owns    
100% of Reliance Financial Services Corporation. Reliance
Financial, in turn, owns 100% of Reliance Insurance Company.
The holding and intermediate finance companies filed for chapter
11 protection on June 12, 2001 (Bankr. S.D.N.Y. Case No. 01-13403)
listing $12,598,054,000 in assets and $12,877,472,000 in debts.
The insurance unit is being liquidated by the Insurance
Commissioner of the Commonwealth of Pennsylvania. (Reliance
Bankruptcy News, Issue No. 74; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


RESI FINANCE: Good Performance Cues S&P to Up Ratings on 4 Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 17
classes of real estate synthetic investment securities from RESI
Finance Limited Partnership series 2002-A, 2003-A, and 2003-B.  
At the same time, the ratings on the remaining classes from these
series and on all subsequent series are affirmed.

The raised ratings reflect the series' superior performance and
increased percentages of loss protection provided through
remaining credit support (subordination).  Since the most
subordinate class for each series, class B12, will not receive any
principal allocations until all other class B interests have been
reduced to zero, the remaining percentage of credit enhancement
should increase over time (unless significant losses occur).
Significant prepayments have lowered the current balances of
series 2002-A, 2003-A, and 2003-B to approximately 4%, 22%, and
43%, respectively, of their original pool balances, resulting in
increased percentages of loss protection provided through the
remaining credit support.

The series with raised ratings have experienced minimal
delinquency levels and no realized losses, except for series 2002-
A, which experienced a $16,749 loss (or 0.00014% of its original
pool balance).  For all series, the remaining credit support
should be sufficient to support the certificates at their new or
affirmed rating levels.

These transactions are real estate synthetic investments (RESIs),
synthetic securitizations of jumbo, "A" quality, fixed-rate,
first-lien residential mortgage loans (the reference portfolio).
Unlike traditional mortgage-backed securitizations, the actual
cash flow from the reference portfolio is not paid to the holders
of the securities.  Rather, the proceeds from the issuance of the
securities are invested in eligible investments.  Interest payable
to the security holders is paid from income earned on the eligible
investments and payments from the Bank of America under a
financial guarantee contract.
   

                            Ratings Raised
   
                     RESI Finance Limited Partnership
               Real estate synthetic investment securities
   
                                         Rating
                                         ------
                    Series   Class   To          From
                    ------   -----   --          ----
                    2002-A   B9      AAA         AA+
                    2002-A   B10     AA+         AA
                    2002-A   B11     A+          A
                    2003-A   B3      AA+         AA
                    2003-A   B4      AA          AA-
                    2003-A   B5      AA-         A
                    2003-A   B6      A+          A-
                    2003-A   B7      A-          BBB+
                    2003-A   B8      BBB+        BBB
                    2003-A   B9      BBB-        BB
                    2003-A   B10     BB          BB-
                    2003-B   B3      A+          A
                    2003-B   B4      A           A-
                    2003-B   B5      BBB+        BBB
                    2003-B   B6      BBB         BBB-
                    2003-B   B7      BB+         BB
                    2003-B   B8      BB          BB-

                       
                            Ratings Affirmed
   
                     RESI Finance Limited Partnership
               Real estate synthetic investment securities
   
                Series   Class                      Rating
                ------   -----                      ------
                2002-A   B3, B4, B5, B6, B7, B8     AAA
                2003-A   B11                        B
                2003-B   B9                         B+
                2003-B   B10                        B
                2003-B   B11                        B-
                2003-CB1 B3                         A+
                2003-CB1 B4                         A
                2003-CB1 B5                         A-
                2003-CB1 B6                         BBB+
                2003-CB1 B7                         BB+
                2003-CB1 B8                         BB
                2003-CB1 B9                         BB-
                2003-CB1 B10                        B+
                2003-CB1 B11                        B
                2003-C   B3                         A
                2003-C   B4                         A-
                2003-C   B5                         BBB
                2003-C   B6                         BBB-
                2003-C   B7                         BB
                2003-C   B8                         BB-
                2003-C   B9                         B+
                2003-C   B10                        B
                2003-C   B11                        B-
                2003-D   B3                         A
                2003-D   B4                         A-
                2003-D   B5                         BBB
                2003-D   B6                         BBB-
                2003-D   B7                         BB
                2003-D   B8                         BB-
                2003-D   B9                         B+
                2003-D   B10                        B+
                2003-D   B11                        B
                2004-A   B3                         A
                2004-A   B4                         A-
                2004-A   B5                         BBB
                2004-A   B6                         BBB-
                2004-A   B7                         BB
                2004-A   B8                         BB-
                2004-A   B9                         B+
                2004-A   B10                        B
                2004-A   B11                        B-
                2004-B   B3                         A
                2004-B   B4                         A-
                2004-B   B5                         BBB
                2004-B   B6                         BBB-
                2004-B   B7                         BB+
                2004-B   B8                         BB
                2004-B   B9                         BB-
                2004-B   B10                        B+
                2004-B   B11                        B
                2004-C   B3                         A
                2004-C   B4                         A-
                2004-C   B5                         BBB
                2004-C   B6                         BBB-
                2004-C   B7                         BB
                2004-C   B8                         BB-
                2004-C   B9                         B+
                2004-C   B10                        B
                2004-C   B11                        B-
                2005-A   B3                         A
                2005-A   B4                         A-
                2005-A   B5                         BBB-
                2005-A   B6                         BB+
                2005-A   B7                         BB
                2005-A   B8                         BB-
                2005-A   B9                         B+
                2005-A   B10                        B
                2005-A   B11                        B-


ROGERS WIRELESS: High Debt Level Triggers Fitch's Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Rogers Wireless and
initiated coverage of Rogers Communications Inc and Rogers Cable.  
The rating affirmation of Rogers Wireless debt includes the senior
secured debt rating of 'BB+' and a 'BB-' rating to the senior
subordinated notes.

Fitch also assigns a 'BB+' rating to Rogers Cable senior secured
second priority notes and a 'BB-' rating to the senior
subordinated guaranteed notes.  At RCI, Fitch assigns a 'BB-' to
RCI's senior unsecured debt, including the convertible debentures.  
The Outlook is Stable.  Approximately $8.2 billion of debt
securities are affected by these actions.

The ratings on the Rogers Group of companies incorporates the
relatively high debt levels, the negative free cash flow at a
consolidated RCI, and the lack of meaningful restrictions on
advancing funds between companies.  Additionally, Fitch recognizes
the strong business position of cable and wireless as evidenced by
Rogers bundle of video, HSD, wireless, and cable telephony (launch
in second half of 2005) services.

Debt at the consolidated RCI should increase modestly in 2005,
largely as a result of funding requirements at Rogers Cable,
before stabilizing in 2006.  Consolidated cash generation is
expected to materially improve over the rating horizon driven by
sizable cash flow improvements at Rogers Wireless, modest cash
flow increases at Rogers Cable, and reduced capital spending at
Rogers Cable.  Consolidated leverage for 2005 should remain at
approximately the same level as the end of 2004 (5.2 times [x])
with leverage improving moderately in 2006.

RCI's liquidity position is adequate given the consolidated cash
position, undrawn revolver capacity, Rogers Cable cash
requirements, and the ability to effectively move funds between
subsidiaries as required.  At the end of the first quarter of
2005, RCI had $91 million of cash and approximately $1.9 billion
of undrawn revolver capacity. RCI has US$225 million of
convertible debentures maturing in November of 2005 and $235
million of debt maturing in 2006.

Rogers Wireless maintains a $700 million bank credit facility
maturing in 2010 that was undrawn at the end of the first quarter.  
Rogers Cable's bank credit facility is $1.075 billion consisting
of two tranches: a $600 million revolving credit facility that
matures in 2009 and a $475 million reducing revolver that also
matures in 2009.  The $475 million revolver commitment reduces
annually by $119 million beginning in 2006.  The bank credit
facility covenants at wireless, and cable provides significant
cushion under its most restrictive terms.

In addition, RCI maintains significant flexibility in advancing
funds throughout the company as the restricted payments basket at
wireless and cable are not overly limiting with the expectations
for the RP baskets to increase materially over time as operational
cash flow grows.  Furthermore, with this ability to transfer funds
between the parent and its subsidiaries, Fitch has converged the
secured debt and subordinated debt ratings of wireless and cable
to reflect RCI's ability to move funds at its discretion.

Cable's free cash flow deficit will likely increase to the range
of $350 million to $450 million during 2005, largely the result of
higher capital spending and working capital requirements.  The
increase in capital spending is driven by three primary capital
initiatives: increase digital service penetration that leads to
higher spending on set top boxes; accommodating high speed data
subscriber growth and HSD speed improvement initiatives; and the
launch of VoIP service.  Fitch believes that cable's free cash
flow will improve in 2006 and 2007, driven by growth in operating
cash flows and a reduction in capital expenditures.  However,
Fitch expects that Rogers Cable will be a net user of cash during
this timeframe.

For the first quarter, Rogers Cable's leverage ratio (LTM basis)
was 5.4x, including derivative instruments. Fitch expects leverage
to increase to the range of 5.7x to 5.9x by the end of 2005,
primarily the result of the company funding its 2005 cash
requirement with debt.  Moving forward, Fitch anticipate that debt
levels will increase moderately to account for the company's
funding requirements, however leverage is expected to decline
moderately, reflecting the growth in operating cash flows.

Fitch's ratings also reflect the scale and operating benefits of
Rogers Cable's highly clustered cable systems and its position as
the largest MSO in Canada.  Incorporated into the ratings are the
marketing and operating synergies Rogers Cable leverages from
Rogers Wireless. Fitch believes that the company is well
positioned to grow EBITDA and reduce capital expenditures, which
will eventually lead to positive free cash flow generation.

From Fitch's perspective, the company's operating profile as well
as its competitive position relative to the direct broadcast
satellite providers and incumbent telephone companies will
strengthen as its revenue base and service diversity increase.  

Central to the company's strategy is the expected growth of its
high margin HSD product and increasing the penetration of its
digital service tier, including advanced digital services such as
VOD, DVRs, and high definition television.  In addition, Fitch
believes that Rogers Cable's competitive position will be further
enhanced with the roll out of its voice over Internet protocol
based telephony service during the second half of 2005.  Fitch
expects initial commercial introduction of the VoIP service during
the second half of 2005 and for the service to present meaningful
impact on Rogers Cable's operational profile starting in 2007.   
Fitch expects that the addition of the cable telephony product
will help ease basic subscriber erosion and uniquely position
Rogers Cable with a quadruple play service offering.

For Rogers Wireless, after the substantial increase in leverage at
the end of 2004, Fitch expects significant improvement in the
credit profile, particularly from cash generation over the next 2-
3 years.  Rogers Wireless' leverage ratio was 5.3x at the end of
the first quarter.  By the end of 2006, Fitch expects Rogers
Wireless' leverage to be below 4.0x.

Expectations are for Rogers Wireless to improve its profitability
as the company fully integrates the Microcell acquisition,
continues to take its fair share of postpaid subscribers, and
increases ARPU through growth in data and roaming revenue.  Rogers
Wireless further benefits from favorable industry characteristics
of a three-player market, lower penetration rates than in the U.S,
and relatively rational pricing that sets the stage for healthy
revenue and cash flow prospects.

Longer term, Fitch believes the Microcell acquisition better
positions the company strategically against TELUS and Bell
Mobility.  During 2005, Rogers Wireless will integrate a
substantial number of Microcell's 1,400 cell sites within its
urban and suburban cores, which will further improve network
quality thereby potentially reducing churn.

This integration effort effectively accelerates several years of
normal capital spending on 'in-fill' sites into 2005.  In
addition, as the only GSM operator in Canada, Rogers Wireless'
international roaming traffic has become a major contributor to
the company's cash flow, and Fitch expects this to increase going
forward. Lastly, Rogers Wireless now controls the largest spectrum
portfolio in Canada, giving the company significant flexibility to
meet future operational requirements

On May 11, 2005, RCI announced the company had entered a
definitive agreement to acquire Call-Net Enterprises Inc. in a
stock-based transaction.  RCI will issue one class B nonvoting
share of RCI for 4.25 shares of Call-Net, representing a value of
$330 million.  RCI will also assume US$223 million in senior
secured notes and a fully drawn accounts receivable program of $55
million.  For 2004, Call-Net generated $819 million of revenue and
$105 million in EBITDA.  Fitch believes the transaction is credit
neutral for RCI with the company deriving benefits from Call-Net's
long-haul network, business exposure, and overlapping telephony
customers.


SFBC INT'L: S&P Rates Planned $90M Revolving Credit Facility at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured rating to SFBC International Inc.'s proposed $90 million
revolving credit facility maturing in 2009.  The recovery rating
is '3', indicating the expectation for a meaningful (50%-80%)
recovery of principal in the event of a payment default.

Existing ratings on the company, including the 'B+' corporate
credit rating, were affirmed.  The outlook is positive.

"The speculative-grade ratings reflect SFBC's short record of
success, strategy of aggressive growth through acquisitions, and
position as a relatively small participant in the global market
for outsourced clinical trial services," said Standard & Poor's
credit analyst David Lugg.  "These risks outweigh a moderate debt
burden and prospects for improving free cash flow over the next
few years."

The late-2004 $245 million debt-financed acquisition of PharmaNet
was the company's largest to date.  PharmaNet added a
complementary array of drug development services to SFBC's
existing service offerings, which had focused mainly on drug
characterization and early-stage safety tests.  PharmaNet offers
mid- to late-stage clinical trial services ranging from clinical
study design to data management to safety surveillance following
the marketing of drugs.  It has particular clinical research
expertise in the areas of oncology, central nervous system
disorders, and cardiovascular health.  PharmaNet also maintains a
significant presence in Europe that added geographic diversity to
SFBC's largely North American business.

However, the company will be challenged to integrate these
related, but dissimilar, operations while maintaining the high
level of customer service required for success in this demanding
and highly competitive market.

Financial leverage is moderate, largely as a result of a March
2005 secondary equity offering that netted $108 million.  Proceeds
reduced the term loan that funded the PharmaNet acquisition by $70
million and set the stage for the current amended and restated
credit facility.  This new facility will replace the credit
agreement of December 2004. Pro forma for the refinancing,
Standard & Poor's expects debt to be about $223 million, down from
nearly $260 million at the close of 2004.  Credit measures,
adjusted by capitalizing operating leases, are strong for the
rating.  Funds from operations to total debt will be about 23%,
while total debt to EBITDA will be 3.0x.  Extension of this
financial profile will depend on SFBC's pace of acquisitions in
pursuit of growth.


SOUPER SALAD: Sun Capital Affiliate Makes Debt Investment
---------------------------------------------------------
Sun Capital Partners, Inc., a leading private investment firm
specializing in leveraged buyouts and debt and equity investments
in market-leading companies, disclosed that one of its affiliates
has purchased a participation in the existing senior debt of
Souper Salad, Inc., from another private investment firm.  Founded
in 1978, SSI is one of the nation's largest all-you-care-to-eat
soup and salad bar family restaurants with 91 stores in 13
southern and western states.

Souper Salad filed for relief under Chapter 11 of the U.S.
Bankruptcy Code on June 6, 2005.  An affiliate of Sun Capital
Partners, as well as the agent in the pre-petition credit
facility, provided a debtor-in-possession loan to finance SSI
through the bankruptcy process.  Management continues to operate
the Company as a debtor in possession as provided for by the
bankruptcy provisions.

M. Steven Liff, Managing Director, Sun Capital Partners, said,
"Souper Salad is in a period of transition that we believe will
result in the Company's being positioned to return to compete in
the quick casual segment of the market.  We are pleased that one
of Sun Capital's affiliates has made an initial investment, and
are anxious to make additional commitments in core locations and
strategic operating plans to support future growth."

               About Sun Capital Partners, Inc.

Sun Capital Partners, Inc. -- http://www.SunCapPart.com/-- is a  
leading private investment firm focused on leveraged buyouts and
investments in market-leading companies that can benefit from its
in house operating professionals and experience. With more than
$2.5 billion of capital under management and with offices in Boca
Raton, Los Angeles, New York, and London, affiliates of Sun
Capital Partners have acquired more than 90 companies throughout
the world with consolidated sales in excess of $20.0 billion.

Headquartered in San Antonio, Texas, Souper Salad, Inc. --
http://www.soupersalad.com/-- operates 91 all-you-care-to-eat  
soup and salad bar family restaurants located in 13 states with
primary concentrations in Texas (41 stores), Colorado (14 stores),
and Arizona (13 stores).  A selection of salad items, soups, pasta
salads, lettuce wraps, baked potatoes, breads, and dessert items
are made fresh daily at each location. The Company filed for
chapter 11 protection on June 6, 2005 (Bankr. D. Ariz. Case No.
05-10160).  Daniel P. Collins, Esq., at Collins, May, Potenza,
Baran & Gillespie, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $16,115,715 in total assets and $50,383,179 in total
debts.


SPIEGEL INC: Court Authorizes Cash Payment of Cure Amounts
----------------------------------------------------------
Judge Lifland authorizes Spiegel Inc., and its debtor-affiliates
to pay in cash the cure amounts of the unexpired leases and
executory contracts for which the non-debtor counterparties did
not file objections, pursuant to the Amended Cure Payment Schedule
filed by the Debtors as supplement to their Amended Plan.

A complete list of the Unexpired Leases is available for free at:

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

A complete list of the Executory Contracts is available for
free at:

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

Upon the Debtors' payments, all their defaults or other
obligations under the Uncontested Leases and Contracts arising or
accruing prior to May 25, 2005, will be deemed in all respects
cured.

Judge Lifland further allows the Debtors to pay, on the earlier
of the Effective Date and the assumption date, the Cure Amounts
of certain unexpired leases for which the non-debtor counter-
parties filed objections in liquidated cure amounts.

A complete list of the Contested Leases with Liquidated Cure
Amounts is available for free at:

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

In addition, the Court permits the Debtors to cure Combined
Capital 1, LLC's claim under the Master Lease Agreement for
$28,957.

Any additional liquidated amounts for the Contested Leases and
Contract will be included in the Disputed Administrative Claims
Reserve in accordance with the Plan.

The Debtors are also authorized to pay, on the earlier of the
Effective Date and the assumption date, the cure amounts of
certain unexpired leases for which the non-debtor counterparties
filed objections asserting unliquidated cure amounts.  Any
additional liquidated amounts will be included in the Disputed
Administrative Claims Reserve to be funded in accordance with the
Plan, and paid along with all currently unliquidated cure
amounts.

A complete list of the Contested Leases with Unliquidated Cure
Amounts is available for free at:

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

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general   
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization, filed by the
Debtors, on May 23, 2005.  Spiegel will emerge from bankruptcy as
Eddie Bauer Holdings Inc.  Impaired creditors overwhelmingly voted
to accept the Plan. (Spiegel Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


STATION CASINOS: Moody's Reviews Low-B Debt Ratings & May Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed the long-term debt ratings of
Station Casinos, Inc.'s on review for possible upgrade and
affirmed the company's SGL-2 speculative grade liquidity rating.

This rating action considers the continued improvement in
Station's operating results and asset profile as well as the
company's favorable growth prospects.  To date, Station has been
able to pursue significant expansion activity while maintaining
debt/EBITDA below 4.0x.  Any ratings upgrade will consider
management's ability and willingness to continue to finance its
development activity at or near the current level of leverage.
Moody's expects to complete its review within 45 days.

The affirmation of Station's SGL-2 speculative grade liquidity
rating indicates good liquidity and is based on Moody's
expectation that internally generated cash flow combined with
existing cash balances and availability under the company's bank
credit facility will be sufficient to meet the capital spending
and debt service requirements over the next twelve months.

Station's SGL-2 further acknowledges that the company has a
considerable amount of land held for development that could also
be sold in the event the company wants or needs to raise cash.  
The SGL-2 rating also considers that Station continues to pursue
significant further development in the Las Vegas locals market,
which will absorb the company's free cash flow and require
incremental debt.

These ratings were placed on review for possible upgrade:

   -- Senior implied rating -- Ba2;

   -- Long-term issuer rating -- Ba3;

   -- $450 mil. 6% senior notes due 2012 -- Ba3;

   -- $450 mil. 6 ½% senior subordinated notes due
      2014 -- B1;

   -- $350 mil. 6 7/8% senior subordinated notes due 2016 -- B1;
      and

   -- $17.3 mil. 9 7/8% senior subordinated notes due 2010 -- B1.

This rating was affirmed:

   -- Speculative grade liquidity rating -- SGL-2.

Station Casinos, Inc. (NYSE: STN) owns and operates fourteen
hotel/casinos in the Las Vegas locals market including:

   * a 50% interest in both Barley's Casino & Brewing Company and
     Green Valley Ranch Station Casino; and

   * a 6.7% interest in the Palms Casino Resort.  

In addition, Station manages the Thunder Valley Casino for the
United Auburn Indian Community in California.  Net revenue for the
latest twelve month period ended March 31, 2005 was slightly above
$1 billion.


SUMMIT SECURITIES: Wants to Employ Sorling as Special Counsel
-------------------------------------------------------------
Summit Securities, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Washington for
permission to employ Sorling, Northrup, Hanna, Cullen & Cochran,
Ltd., as special counsel.  The Debtors want to employ Sorling to
prosecute their claims against the State of Illinois.  

Sorling will assist the Debtor in the collection of receivables
arising from the non-payment of amounts owed by structured
settlements payors.  Those structured settlements relate to
underlying litigation settlements, annuities, lottery prizes, and
other investments.

Sorling has represented the Debtors with respect to the collection
of receivables arising from Structured Settlements for many years.

Sorling Northrup will receive 1/3 of any recovery realized in the
litigation, together with a reimbursement of all costs expended in
the litigation.

Summit Securities assures the Court that Sorling, Northrup, Hanna,
Cullen & Cochran does not represent any interest adverse to the
Debtor or its estate.

Headquartered in Spokane, Washington, Metropolitan Mortgage &
Securities Co., Inc., owns insurance businesses.  Metropolitan
filed for Chapter 11 protection (Bankr. E.D. Wash. Case No.
04-00757), along with Summit Securities Inc., on Feb. 4, 2004.  
Bruce W. Leaverton, Esq., at Lane Powell Spears Lubersky LLP and
Doug B. Marks, Esq., at Elsaesser, Jarzabek, Anderson, Marks,
Elliot & McHugh represent the Debtors in their restructuring
efforts.  When Metropolitan Mortgage filed for chapter 11
protection, it listed total assets of $420,815,186 and total debts
of $415,252,120.


TECHNICAL OLYMPIC: Transeastern Purchase Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' issuer credit
rating on Technical Olympic USA Inc. on CreditWatch with negative
implications.  At the same time, the ratings on the senior
unsecured notes and the senior subordinated notes also are placed
on CreditWatch negative.

The CreditWatch placements follow the recent announcement that
Technical Olympic has entered into a definitive agreement to
acquire the homebuilding operations and assets of Transeastern
Properties Inc.

Approximately $810 million of rated Technical Olympic securities
are affected.  Privately held Transeastern will be acquired in a
joint venture partnership between TOUSA Homes, a Technical Olympic
subsidiary, and Arthur Falcone, CEO and principal owner of
Transeastern.  TOUSA Homes will be the managing partner.  Specific
terms of the transaction and conditions of the joint-venture
agreement have not been disclosed.  The CreditWatch placements
reflect uncertainty regarding how this very large transaction will
ultimately be capitalized, as well as its impact on Technical
Olympic's overall financial profile.

Given the size of the transaction and its strategic importance,
Standard & Poor's will likely consolidate at least Technical
Olympic's pro rata share of the joint venture for analytical
purposes.  While the company currently has ample liquidity to
finance its anticipated investment in the joint venture, future
capital requirements are less clear.  The transaction will
materially bolster Technical Olympic's competitive position in
Florida, as the joint venture will control an estimated 22,000
home sites in many of the state's most important housing markets.

According to publicly available information, Coral Springs,
Florida-based Transeastern sold 2,385 homes in 2004 and generated
$466 million in revenue.  Technical Olympic anticipates that the
newly capitalized venture will deliver more than 3,500 homes in
2006 and generate approximately $1 billion in revenue.  To put
these figures in context, Hollywood, Florida-based Technical
Olympic, one of the nation's 20 largest homebuilders, sold 7,337
homes in 2004 and generated $2.1 billion in revenue.

Standard & Poor's expects to meet with Technical Olympic's
management to discuss the venture's near- and longer-term capital
needs, the conditions of the joint-venture agreement, and
Technical Olympic's capacity to integrate Transeastern's
homebuilding operations.  Potential outcomes range from the
lowering of Technical Olympic's ratings by one notch to the
affirmation of current ratings and the reassignment of a stable
outlook.

              Ratings Placed On Creditwatch Negative

                    Technical Olympic USA Inc.

                                     Rating
                                     ------
                              To               From
                              --               ----

Corporate credit             B+/Watch Neg/--  B+/Stable/--
Senior unsecured notes       B+/Watch Neg     B+
Senior subordinated notes    B-/Watch Neg     B-


TECNET INC: Chapter 7 Trustee Wants to Sell Real Estate for $775K
-----------------------------------------------------------------
Scott M. Siedel, the chapter 7 Trustee overseeing the liquidation
of TecNet Inc. and Enhanced Global Convergence Services, Inc.,
asks the U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, for authority to sell a parcel of land and a
building located in Nashua, New Hampshire.

The Trustee has received an offer from Harbor Homes, Inc., to buy
the property for $775,000.  Harbor paid a $100,000 good faith
deposit and agrees to forfeit the deposit if it fails to close the
sale on a deadline to be agreed to by the parties.

Jody Keeler, at Masiello Group, serves as the broker for the
property.  Ms. Keeler will receive a 6% commission of the sales
price.

Headquartered in Garland, Texas, TecNet, Inc., provides
telecommunication services, filed for chapter 11 protection on
April 8, 2004 (Bankr. N.D. Tex. Case No. 04-34162) and its case
was converted to a chapter 7 liquidation proceeding on June 4,
2004.  Scott M. Siedel serves as the chapter 7 Trustee.  Mark A.
Weisbart, Esq., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed estimated debts of over $10 million and
estimated debts of over $100 million.


THAXTON GROUP: Wants Until September 6 to Remove Civil Actions
--------------------------------------------------------------
The Thaxton Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their time
to file notices of removal until Sept. 6, 2005.  

The Debtors tell the Court they face several pending civil
actions.  However, the Debtors haven't had the opportunity to
properly evaluate whether to remove any prepetition actions to the
District of Delaware or let litigation continue in the remote
courts.  

The Debtors' key management personnel are focused on negotiation
and preparation of a plan of reorganization at this juncture, the
Debtors tell the Court.  Additionally, the Debtors are also intent
on marketing and selling their under-performing business units to
generate more cash and reduce operating costs.

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.  The
Company and its debtor-affiliates filed for Chapter 11 protection
on October 17, 2003 (Bankr. Del. Case No. 03-13183).  Michael G.
Busenkell, Esq., and Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $206 million in assets and $242 million in
debts.


TOM'S FOODS: Wants Until Sept. 4 to Make Lease-Related Decisions
----------------------------------------------------------------
Tom's Foods Inc. asks the U.S. Bankruptcy Court for the Middle
District of Georgia, Columbus Division, to extend its time to
decide whether to assume, assume and assign, or reject its
nonresidential real property leases to Sept. 4, 2005.  

The Debtor tells the Court that it is much too early in the
chapter 11 process to make reasoned decisions about whether its
nonresidential real property leases are beneficial or burdensome.  
The company doesn't want to assume an unfavorable leases, and then
saddle the estate with an unnecessary administrative claims.  
Similarly, the company doesn't want to reject a favorable lease,
and forfeit value that should flow to stakeholders.  

The Court will consider the Debtor's request at a hearing today,
June 14, 2005.  

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


TRUMP HOTELS: Cushman & Wakefield to Market World's Fair Site
-------------------------------------------------------------
THCP/LP Corporation and the Official Committee of Equity Security
Holders jointly seek authority from the U.S. Bankruptcy Court for
the District of Delaware to employ Cushman & Wakefield of
Pennsylvania, Inc., as joint real estate broker for the parties,
nunc pro tunc to April 12, 2005.  The Debtors and the Equity
Committee tell the Court that it is necessary for them to employ
C&W to market the World's Fair Site on their behalf.

The parties recognize C&W's extensive experience in marketing
real property assets, particularly in the Atlantic City Region.

The Debtors and the Equity Committee inform the Court that they
have engaged C&W to prepare a marketing brochure in connection
with the sale of the World's Fair Site so as to find an adequate
purchaser in the time allotted in the Debtors' Plan of
Reorganization, and to maximize value for non-affiliated
shareholders.

Pursuant to the terms of an Agency Agreement between the parties,
C&W will earn a commission that is 3% the total sales price of
the World's Fair Site.  The commission will be due and payable in
full at the time of the sale closing or the transfer of the
property's title.  The Sales Price will be computed so as to
include the outstanding balance of the seller's mortgages, loans
or other obligations that are expressly assumed by the purchaser.

C&W will also be reimbursed for all necessary out-of-pocket
expenses incurred in the preparation of the offering material and
in marketing the property.

John Denham, C&W's senior managing director, assures the Court
that the firm does not represent any other entity having an
interest adverse to those of the Debtors.  Mr. Denham attests
that C&W is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                   NJ Sports Authority Responds

The New Jersey Sports and Exposition Authority makes it clear
that it does not take any position with respect to either the
employment of C&W or to the nunc pro tunc aspect of the
Application.  The NJ Authority takes issue instead "with the
description of the property to be sold," Jay Samuels, Esq., at
Windels Marx Lane & Mittendorf, LLP, in Princeton, New Jersey,
tells the Court.

As previously reported, the NJ Authority and Trump Plaza
Associates are parties to two agreements relating to the World's
Fair Site:

    1. A lease agreement relating to parking under the West Hall
       of the historic Atlantic City Convention Center, which was
       entered in connection with the development of a hotel on
       the World's Fair Site; and

    2. An Easement Agreement pursuant to which an enclosed loggia
       was constructed across the front of the East Hall of the
       Atlantic Convention Center to provide direct enclosed
       pedestrian access between the Trump Plaza Casino and the
       World's Fair Casino.

The NJ Authority asserts that the World's Fair Parking Lease
cannot be assigned pursuant to the provisions of the Bankruptcy
Code when applied to the terms of the parties to the Lease.  The
NJ Authority reserves all rights to take actions with respect to
the current status or termination of that Lease.

The East Hall Easement, Mr. Samuels relates, was terminated by
Trump Plaza Associates as of January 1, 2000.  The termination
did not affect the obligations of Trump Plaza to restore the
easement area to its original condition, Mr. Samuel says.
However, it did terminate the executory nature of the
relationship.  Accordingly, the NJ Authority believes that the
East Hall Easement "cannot be assumed or rejected by Trump Plaza,
and certainly cannot be sold and assigned."

Mr. Samuels informs the Court that those issues were already
raised in a meeting with the counsel for the Creditors Committee
and a representative of C&W on April 26, 2005.  The issues have
also been raised in communications with the Debtors' counsel.
Irrespective of the description of the World's Fair Site
contained in the Debtors' Plan and in the Application, the NJ
Authority wants that its position relating to the property be
disclosed to all potentially interested parties.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


TRUMP HOTELS: U.S. Trustee Objects to Closing Chapter 11 Case
-------------------------------------------------------------
The United States Trustee for Region 3 objects to the closing of
Trump Hotels & Casino Resorts, Inc., nka Trump Entertainment
Resorts, Inc., and its debtor-affiliates' Chapter 11 cases by the
Clerk of the Bankruptcy Court.

In order for a case to close, the Court must determine, pursuant
to Section 350 of the Bankruptcy Code and Rule 3022 of the
Federal Rules of Bankruptcy Procedure, that the estate has been
fully administered, Assistant U.S. Trustee for Region 3 Anthony
Sodono, III, states.

A debtor is obligated to pay quarterly fees under Section
1930(a)(6) of the Judiciary Procedures Code.  For the Debtors'
Chapter 11 cases to be fully administered, all quarterly fees
must be paid up to the date.

Accordingly, the U.S. Trustee asks Judge Wizmur to schedule a
hearing before it closes the Debtors' cases to determine whether
the Debtors have fully administered its case in accordance with
Section 350 of the Bankruptcy Code and Bankruptcy Rule 3022.  The
Debtors' Chapter 11 Cases should not be closed until the Debtors
pay all outstanding quarterly fees, Mr. Sodono maintains.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and  
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


UAL CORPORATION: Wants to Assume Newark Airport Lease
-----------------------------------------------------
UAL Corporation and its debtor-affiliates want to assume certain
unexpired leases and agreements for Newark Liberty International
Airport with the Port Authority of New York and New Jersey.

The Debtors have evaluated the Newark Leases and negotiated
modifications with the Port.  The Debtors will assume the Newark
Leases and pay a cure amount of $2,156,472.

In exchange, the Port will modify the Leases to release the
Debtors from obligations to lease surplus space, including one
aircraft gate and an aircraft parking position.  This will
produce annualized savings of $5,600,000, or $115,000,000 over
the remaining Lease term.

The Port will also try to modify its leases with other airlines
at the Airport, which may result in a $1,800,000 reimbursement to
the Debtors for terminal construction costs.  The Port will
accept the Debtors' continued promise to pay rent and other
charges under the Leases as adequate assurance.  The Port will
waive a number of its claims against the Debtors.  The Port will
partially assign two of the Debtors' gates to Air Canada, further
reducing the Debtors' lease obligations.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells the Court
that the Debtors' request is justified because the Newark Leases
are necessary components to the Debtors' continued presence at
Newark Airport.

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: Wants to Amend Section 1110 Finance Agreements
--------------------------------------------------------
UAL Corporation and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Northern District of Illinois' authority to enter
into amendments, from time to time, with respect to leases and
secured debt agreements related to aircraft ad other equipment
that were previously the subject of elections pursuant to Section
1110(a) of the Bankruptcy Code.

The Debtors also seek confirmation that their previous Section
1110(a) elections apply to the Finance Agreements, as modified by
the Amendments.

In accordance with Section 1110(a), the Debtors elected to cure
defaults and agreed to perform their obligations with respect to
various aircraft in their fleet.  As a result, the Debtors are
now required to perform obligations under each 1110(a) Finance
Agreement, unless the Debtors reject the leases or abandon the
aircraft.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, tells Judge Wedoff that at least one aircraft financier
has agreed to enter into Amendments to 1110(a) Finance Agreements
with the Debtors.  Under the proposed Amendments, the Debtors
will waive a certain right relating to release of collateral upon
prepayment on the Debtors' owned aircraft.  Under various secured
debt agreements between the Debtors and the Counter Party,
certain Debtor-owned aircraft act as collateral for both the
Debtors' debt obligations that are the subject of Section 1110(b)
agreements and the 1110(a) Finance Agreements.

Under the Finance Agreements, if the Debtors prepay in full their
obligations secured by mortgages on the aircraft, the aircraft
would be released as collateral for the 1110(a) Finance
Agreements.  Under the Amendments, prepayment of debt obligations
will not release the lien.

Mr. Sprayregen assures the Court that the additional benefits to
the Counter Party are outweighed by the benefits to the Debtors.  
The Amendments will assist the Debtors in reducing their costs
for maintenance and operation of their aircraft fleet, a central
component in the Debtors' overall reorganization strategy.

However, by entering into a postpetition amendment of the Finance
Agreements, the Debtors are not assuming the Agreement nor
requesting that the Agreements be assumed.  The Amended Finance
Agreements also do not contemplate that the Debtors' obligations
thereunder would become elevated, in toto, to postpetition
agreements that the Debtors could not subsequently reject in
connection with their Chapter 11 cases.

Mr. Sprayregen notes that the Debtors will ask other aircraft
financiers to adopt similar amendments to their 1110(a) Finance
Agreements.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the   
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Retired Pilots' Appeal Dismissed
------------------------------------------------
Marc J. Carmel, Esq., at Kirkland & Ellis, in Chicago, Illinois,
contends that the United Retired Pilots Benefit Protection
Association is appealing an interlocutory order.  Therefore,
there is no reason to grant the URPBPA leave to appeal.  The only
place for the URPBPA to pursue this issue is through an appeal of
the order approving the Debtors' agreement with the Pension
Benefit Guaranty Corporation.  

The URPBPA is attempting to re-litigate "representation" under
Section 1113 of the Bankruptcy Code.  Mr. Carmel points out that
this issue was already decided by the U.S. District Court for the
Northern District of Illinois when it dismissed the URPBPA's
appeal of the order denying the URPBPA's request for an
authorized representative.  Mr. Carmel says that the URPBPA is
collaterally estopped from pursuing this appeal if the Court's
ruling would be predicated on use of an authorized
representative.  

                         URPBPA Responds

"[T]he retired pilots were wrongfully excluded from the Section
1113 proceedings that involved the Pilot Plan," Jack J.
Carriglio, Esq., at Meckler, Bulger & Tilson, in Chicago,
Illinois, asserts.  The Bankruptcy Court approved the Letter
Agreement that affects the Debtors' obligation to maintain the
Pilot Plan.  The Debtors' retired pilots received nothing in this
transaction.  Mr. Carriglio insists that the appeal must be heard
because the Bankruptcy Court did not have authority to approve an
agreement that bargained away the retired pilots' rights.

Mr. Carriglio emphasizes that the order approving the Letter
Agreement with the ALPA was the final order related to the Pilot
Plan.  Therefore, the URPBPA is entitled to appeal.  The retired
pilots "worked hard to earn their vested contract rights to
receive retirement benefits from the Pilot Plan," explains Mr.
Carriglio.  The District Court should not disregard the retired
pilots' basic right to protect contractually bargained-for
benefits.

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)


UNIFLEX INC: Wants to Assume L.E.S.S. France Agreement
------------------------------------------------------
Uniflex, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to assume its unexpired distributorship
and license agreement with L.E.S.S. France Sarl and assign the
Agreement to Uniflex Holdings, Inc.

The Debtor sold substantially all of its assets to Uniflex
Holdings for $6 million.  The purchase price consisted of
$1,274,000 in cash and a $4,726,000 credit bid on account of
Holdings' secured claim.  Part of the Purchase Agreement provided
that Holdings may assume or reject some or all of the Debtor's
unexpired leases and executory contracts.

The Debtor tells the court that Holdings wants to assume the
L.E.S.S. Agreement.

Headquartered in Hicksville, New York, Uniflex, Inc. --
http://www.uniflexbags.com/-- makes custom-printed plastic bags    
and other plastic packaging for promotions and advertising.  The
Company filed for chapter 11 protection on June 24, 2004 (Bank.
Del. Case No. 04-11852).  Peter C. Hughes, Esq., at Dilworth
Paxson LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated debts and assets of $10 million to $50 million.


USINTERNETWORKING: Wants Court to Close Chapter 11 Cases
--------------------------------------------------------
USinternetworking, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to enter a final
decree closing their chapter 11 cases.

Carol L. Hoshall, Esq., at Whiteford, Taylor & Preston L.L.P., in
Baltimore, Maryland, tells the Court that the Debtors' Modified
Second Amended Joint Chapter 11 Plan of Reorganization has been
substantially consummated.

The Debtors paid $31,534,781 to secured creditors, $1,268,263.36
less than what's proposed in the Plan.  Under the Plan, secured
creditors are to be paid $32,803,044.  In September 2003, secured
creditors Fleet, Heller, and Storagetek agreed to early payout
with reduction of balance of payments.  In December 2003 Compaq/HP
agreed to early payout with reduction of balance of payments due.  

Priority creditors were paid $1,768,871 as proposed in the Plan.  
The Debtors paid their unsecured creditors $48,367,766,
$17,769,586 less than what's proposed in the Plan.   The Plan
proposes to pay $66,137,352.  In September 2003, unsecured
creditors Fleet, Heller, Storagetek agreed to an early payout with
reduction of balance of payments.  In December 2003 Compaq/HP
agreed to early payout with reduction of balance of payments due.  

The Debtors paid $8,254,091 to their professionals:

         Professionals                     Fees Paid
         -------------                     ---------      
         Accountants                          $6,933
         Attorneys for Debtors             1,945,762       
         Other professional fees           6,153,396       
         U.S. Trustee quarterly fees         148,000

The Debtors paid creditors $81,671,418, $19,037,849 less than
what's proposed in the plan.  The Plan proposed to pay creditors
$100,709,267.  Unsecured creditors recovered 34% of their claims.

Headquartered in Annapolis, Maryland, USinternetworking, Inc., --
http://www.usi.com/-- the largest independent Application Service  
Provider (ASP), specializes in managed enterprise solutions and on
demand services for Fortune 1000 companies.  USi delivers
application outsourcing, remote management, professional services,
ISV enablement, and eBusiness development and hosting to more than
150 world-class organizations in over 30 countries.  The Company
and its affiliates filed for chapter 11 protection on January 7,
2002 (Bankr. D. Md. Lead Case No. 02-50215).  Paul M. Nussbaum,
Esq., at Whiteford, Taylor & Preston, represents the Debtors.   
Lindsee P. Granfield, Esq., at Cleary, Gottlieb, Steen & Hamilton,
represented the creditors' committee.  

A full-text copy of the DEBTORS' MODIFIED SECOND AMENDED JOINT
CHAPTER 11 PLAN OF REORGANIZATION dated May 3, 2002, is available
at no charge at http://researcharchives.com/t/s?1cand a copy of  
Judge Derby's ORDER CONFIRMING DEBTORS' MODIFIED SECOND AMENDED
JOINT CHAPTER 11 PLAN OF REORGANIZATION dated May 7, 2002, and
entered on May 8, 2002, is available at no charge at
http://researcharchives.com/t/s?1d


VEO: East West Bank Wants to Conduct Rule 2004 Examination
----------------------------------------------------------
East West Bank, a secured creditor of Veo, fdba Xirlink, Inc.,
asks the U.S. Bankruptcy Court for the Northern District of
California, San Jose Division, for authority to conduct an
examination pursuant to Rule 2004 of the Bankruptcy Code of
Patrick Lin, the Debtors' Designated Individual.

The Bank wants Mr. Lin to provide testimony about the Debtor's
financial condition and matters affecting the administration of
the estates.

The Bank wants Mr. Lin to produce a long list of documents when he
appears for his deposition.  The Bank wants all records of:

   -- payments and transfers listed in the Debtor's Statement of
      Financial Affairs;

   -- withdrawals or distributions reflected in the Debtor's
      Statement of Financial Affairs;

   -- partnership or shareholder distributions made to partners
      or shareholders during the three year period prior to the
      Debtor's bankruptcy filing;

   -- communications concerning transfers, payments, and
      distributions;

   -- processes, procedures and protocols the Debtor employed in
      calculating the amount and timing of employee compensation;

   -- processes, procedures and protocols the Debtor employed in
      authorizing distributions or withdrawals of partners,
      shareholders and insiders; and

   -- financial statements during the three year period prior to
      the bankruptcy filing.

Headquartered in San Jose, California, Veo fdba Xirlink, Inc.
-- http://www.veo.com/--is a hardware technology company that  
develops quality digital imaging devices.  The Company filed for
chapter 11 protection (Bankr. N.D. Calif. Case No. 05-50680) on
February 9, 2005.  David A. Boone, Esq., at Law Offices of David
A. Boone, represents the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.  On March 22, 2005, the
chapter 11 case was converted to chapter 7.  Suzanne Decker
serves as the Chapter 7 Trustee.


VEO: David Boone Wants to Withdraw as Bankruptcy Counsel
--------------------------------------------------------
David A. Boone, Esq., at the Law Offices of David A. Boone, asks
the U.S. Bankruptcy Court for the Northern District of California
for permission to withdraw from the bankruptcy case of Veo fdba
Xirlink, Inc.

Upon conversion of the chapter 11 case to a chapter 7 proceeding,
the Debtor ceased operations.  All assets, including computers
with accounting and sales data, were surrendered to East West
Bank, a secured creditor.  East West asserts a lien on all assets
of the Debtor, including accounts receivables, bank accounts,
inventory, fixtures, and leases.

Mr. Boone said there is nothing left in the estate and there is
nothing left to do as the Debtor's counsel.

Headquartered in San Jose, California, Veo fdba Xirlink, Inc. --
http://www.veo.com/-- is a hardware technology company that  
develops quality digital imaging devices.  The Company filed for
chapter 11 protection (Bankr. N.D. Calif. Case No. 05-50680) on
February 9, 2005.  David A. Boone, Esq., at Law Offices of David
A. Boone, represents the Debtor.   When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million to $50 million.  On March 22, 2005, the
chapter 11 case was converted to chapter 7.  Suzanne Decker
serves as the Chapter 7 Trustee.


VERIDIEN CORPORATION: Recurring Losses Spur Going Concern Doubt
---------------------------------------------------------------
Carter, Cartier, Melby & Guarino, C.P.A.s, P.A., expressed
substantial doubt about Veridien Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the year eneded Dec. 31, 2004.  The auditing firm
points to the Company's:

    * continued losses;
    * stockholders' deficit;
    * working capital deficit; and
    * cash flow deficiency.

At March 31, 2005, the Company had an accumulated deficit of
$36,321,595. The Company has financed its ongoing business
activities through a combination of sales, equity financing, sale
of marketable securities and debt.  The Company had a $1,049,129
working capital deficit as of March 31, 2005, compared to a  
$2,405,606 working capital deficit at March 31, 2004.

Management is addressing the going concern issue in virtually  
every aspect of the Company's operation.  Management continues to
cut operating expenses and is successfully changing the product
mix such that the Company is achieving improved margins.  Because
of its significant losses incurred since inception, Veridien has
become substantially dependent on:

    (1) loans from officers, directors, and third parties,
    (2) private placements of its securities,
    (3) revenue from sales, and
    (4) liquidation of its marketable securities

to fund operations.

Management plans to utilize current debt financing arrangements,
and to pursue additional equity and debt financing, while managing
cash flow, in an effort to provide funds to increase revenues
aimed at supporting operation, research and development
activities.  The Company's believes that its long-term success
depends on revenues from operations, from product sales, and
ongoing royalties from technologies.  If such sources of funds are
not adequate, Veridien may seek to obtain financing to meet
operating and research expenses from other sources including, but
not limited to, future equity or debt financings.

As of May 12, 2005, the Company had cash of approximately $71,973
and during May and June, management expects cash flow of $300,000
from operating activities, private placements and possible sale of
marketable securities.  It is believed that this level of
liquidity should be sufficient to operate the Company for more
than 180 days.  Management anticipates increasing sales, reduced
operating expenses, and additional private placement funding will
contribute to continuous operations of the Company.

                       About the Company

Veridien Corporation is a Life Sciences Company, incorporated in  
Delaware, focused on infection control, healthy lifestyle products
and diagnostic products [staining reagent].  Over the Company's
history it has invented, developed and patented its own unique
products, sourced and marketed inventive products developed by
others and in more recent times partnered with innovative pioneers
to pursue development of proprietary technology.  The Company has
developed patented and unique products including surface
disinfectants, antiseptic hand cleansers, instrument presoak, and
sun protection products.

At Mar. 31, 2005, Veridien Corporation's balance sheet showed a
$4,401,973 stockholders' deficit, compared to a $4,402,355 deficit
at Dec. 31, 2004.


VICORP RESTAURANTS: Weak Performance Spurs S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on VICORP
Restaurants Inc. to negative from stable.  The 'B+' corporate
credit and 'B' senior unsecured debt ratings on the company are
affirmed.

"The outlook revision is based on declining operating performance
at the company's Bakers Square concept and credit measures that
are below Standard & Poor's expectations," said Standard & Poor's
credit analyst Robert Lichtenstein.  Same-store sales at Bakers
Square dropped 3.7% and 5.5% in the first and second quarters of
fiscal 2005, respectively, after decreasing 1% and 2.5% in all of
2004 and 2003, respectively.  Although management is undertaking a
repositioning of the Bakers Square concept, they are still at the
early stages of the process, and success could be challenging.

The ratings reflect the Denver, Colorado-based company's
participation in the highly competitive restaurant industry, its
small size, weak cash flow protection measures, and a highly
leveraged capital structure.

VICORP operates two family dining restaurant concepts, Village Inn
and Bakers Square.  The company has a small market position in the
family dining sector of the restaurant industry.  Moreover, the
family dining sector has underperformed the overall restaurant
industry and has weaker growth prospects because of changing
consumer preferences as well as competition from restaurants in
the casual, fast-casual, and quick-service sectors.  Management
plans to open about 25 stores in 2005, increasing its business
risk, after several years of maintaining a relatively stable unit
count.


VILLAS AT HACIENDA: No Creditors Want to Serve on a Committee
-------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14, tells the U.S.
Bankruptcy Court for the District of Arizona that there isn't
sufficient interest among Villas At Hacienda Del Sol, Inc.'s
unsecured creditors to allow her to appoint an Official Committee
of Unsecured Creditors.

Headquartered in Tucson, Arizona, Villas At Hacienda Del Sol, Inc.
-- http://www.thevillasathaciendadelsol.com/-- filed for chapter    
11 protection on March 28, 2005. (Bankr. D. Ariz. Case No.
05-01482).  Matthew R.K. Waterman, Esq., at Waterman & Waterman,
PC, represents the Debtor.  When the Company filed for protection
from its creditors, it estimated assets and liabilities ranging
from $10 million to $50 million.


W.R. GRACE: Wants OK on Consulting Pact with SVP & General Counsel
------------------------------------------------------------------
On September 1, 1998, David B. Siegel was elected as W.R. Grace &
Co. and its debtor-affiliates' senior vice president and general
counsel.  Prior to his election as general counsel, Mr. Siegel
served as corporate counsel for the Debtors from 1977 until 1993,
and as vice president and deputy general counsel from 1993 until
1998.  As general counsel, Mr. Siegel had been heavily involved in
managing the Debtors' major pending litigation.

In April 2001, soon after the Debtors' bankruptcy filing, Mr.
Siegel was elected Chief Restructuring Officer of the Debtors.  As
CRO, Mr. Siegel managed most aspects of the Debtors' Chapter 11
cases, including the development and filing of the proposed plan
of reorganization, the filing of litigation-related motions, and
negotiating with members of the official committees involved in
the bankruptcy.

On April 26, 2005, after more than 28 years of service with the
Debtors, Mr. Siegel retired and therefore ceased performing his
duties as general counsel and CRO.

The Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's authority to enter into a post-retirement agreement
with Mr. Siegel for certain consulting services related to their
pending litigation and Chapter 11 cases, to take effect as of
May 1, 2005.

Under the Consulting Agreement, Mr. Siegel would continue to
monitor and analyze developments regarding the Debtors' pending
litigation and the Chapter 11 cases and continue to provide
advice and guidance to the Debtors.  It is anticipated that Mr.
Siegel would perform those services for approximately 20 hours
per week, for 45 weeks, within each 12-month period during the
term of the Agreement.  According to the Debtors, the duration of
the services represents a work schedule that is approximately
one-half of Mr. Siegel's pre-retirement regularly scheduled
40-hour workweek.

Moreover, as Mr. Siegel had been their lead representative in
negotiating a consensual plan of reorganization, the Debtors also
intend to continue his participation in future negotiations
regarding a consensual plan.

The Consulting Agreement further provides that Mr. Siegel could
also be asked to provide additional consulting services related
to his other former responsibilities with the Debtors.  During
Mr. Siegel's employment with the Debtors, he has also provided
legal advice with regard to several other significant
transactions and events.  Thus, the Debtors anticipate that a
continued access to Mr. Siegel's prior experience and legal
advice regarding those transactions and events will be beneficial
to them to the extent that they must address related issues even
after his retirement.

The Debtors assure the Court that Mr. Siegel would perform the
consulting services as an independent contractor and would retain
no authority to enter into agreements on their behalf, nor any
management or supervisory authority.  The Debtors also attest
that their Board of Directors had approved the Siegel Consulting
Agreement.

David W. Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., in Wilmington, Delaware, believes
that the Debtors' pending litigation and Chapter 11 cases could
be more efficiently managed if they were able to continue to
benefit from Mr. Siegel's experience, advice and guidance
regarding those matters.  Mr. Carickhoff points out that Mr.
Siegel has been involved in the Chapter 11 cases since the
Petition Date and has, therefore, developed an overall
perspective of the issues faced by the Debtors.  Mr. Siegel's
background and knowledge regarding the Debtors' Chapter 11 cases,
along with his professional skills, will facilitate the Debtors'
efforts to emerge from bankruptcy.  Mr. Carickhoff contends that
losing Mr. Siegel's services would unduly delay and complicate
the Debtors' continued progress towards resolving pending
litigation and advancing reorganization.

As compensation for his consulting services, Mr. Siegel would
receive a base monthly retainer equal to $37,500 per month, plus
$500 for each hour that Mr. Siegel provides those services in
excess of 900 hours during any 12-month term of the Agreement.
Mr. Carickhoff notes that the base monthly retainer is slightly
less than one-half hour of the amount of Mr. Siegel's pre-
retirement targeted annual compensation.

The Siegel Consulting Agreement may be terminated by the Debtors
or Mr. Siegel at any time upon 60 days' written notice, without
the obligation to make any post-termination payments.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 87; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WEIRTON STEEL: Court Okays National Steel Settlement Pact
---------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 27, 2005,
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that National Steel Corporation and Weirton
Steel Corporation executed an asset purchase agreement on
April 29, 1983, pursuant to which Weirton purchased substantially
all of the assets of National Steel's Weirton Steel Division.
The parties subsequently executed a Benefits Agreement and an
Assumption and Assignment Agreement, under which certain employee
benefit and environmental liabilities were allocated between
National Steel and Weirton.

On March 6, 2002, National Steel filed a voluntary Chapter 11
petition in the United States Bankruptcy Court for the Northern
District of Illinois.

Since then, National Steel timely filed Unsecured Priority Claim
No. 1919 for $2,769,328 against Weirton, allegedly arising under
the Benefits Agreement.  Similarly, Weirton filed General
Unsecured Claim No. 4107 for $30,906,000 and Claim No. 4166 for
$5,200 against National Steel, for contingent, prospective claims
allegedly arising under the Assumption and Assignment Agreement.

The NSC Creditor Trust alleged that the Weirton Claims are
unliquidated, contingent claims for reimbursement or
contribution, and therefore are not allowable.

On the other hand, the Weirton Steel Corporation Liquidating
Trustee alleged that the majority of National Steel's Claim is
not entitled to priority status because the Claim arose outside
of the statutory period for priority benefit claims under Section
507 of the Bankruptcy Code.

The Weirton Trustee, National Steel and the NSC Creditor Trust
wish to resolve their disputes and avoid the costs, risks, delay
and uncertainty associated with litigation.

Under their settlement agreement, the parties agree that:

    (i) Claim No. 1919 will be fixed and allowed as an unsecured
        priority claim against Weirton and the Weirton Trustee for
        $100,000, and will be paid as an allowed Class 3 claim in
        accordance with Weirton's confirmed Plan of Liquidation.

   (ii) Other than as to the Allowed National Steel Claim or as
        specifically provided in the Agreement, the Parties
        release and discharge each other from any and all claims
        and causes of action that each may have against the other,
        including, but not limited to, any claims or causes of
        action related to, or arising from, the Weirton Claims or
        the National Steel Claim.

Mr. Freedlander asserts that the settlement agreement permits the
Weirton Trustee to expeditiously resolve the Claims Dispute,
which otherwise could:

    -- substantially delay the distribution process;

    -- increase costs associated with litigating the Claims
       Dispute; and

    -- result in a substantial dilution of the distributions to
       creditors holding allowed claims, if National Steel and the
       NSC Creditor Trust were to prevail.

                        *     *     *

The Court approves the stipulation.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Files Amended Joint Plan of Reorganization
-------------------------------------------------------------
Westpoint Stevens, Inc. and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of New York their
Amended Joint Plan of Reorganization and Disclosure Statement, on
June 10, 2005.

The Amended Plan was developed in connection with certain rulings
and instructions from the Court during the Bidding Procedures
hearing.  The Debtors believe that approval of the Amended Plan
is their best chance to maximize recoveries for their creditors.

The Debtors have sought Court approval to sell all or
substantially all of their assets at an Auction to be held on
June 21, 2004, to the highest or otherwise best bidder.  The
consideration to be received from the sale will be distributed to
creditors in order of their priority.

Avoidance Actions and certain other assets not assumed by the
Purchaser under the Asset Purchase Agreement are not being sold.
Accordingly, the Debtors are establishing a Liquidating Trust,
for the benefit of their creditors, to distribute the recoveries
from the Avoidance Actions and any remaining assets, which are
not being sold.

                        Beneficial Interests

There will be three sets of Beneficial Interests created and
distributed in connection with the Liquidating Trust:

     * Series A Beneficial Interests will be created for the
       benefit of holders of Claims arising under the Second-Lien
       Lender Agreement on account of any superpriority
       Administrative Expense Claim awarded to the Second Lien
       Lenders by the Bankruptcy Court.  In the event no
       superpriority Administrative Expense Claim is awarded to
       the holders of Second Lien Lender Claims, no Series A
       Beneficial Interests will be distributed.

     * If the value of the Liquidating Trust Assets exceeds the
       amount of the superpriority Administrative Expense Claim
       awarded to the Second Lien Lenders, or if no claim is
       awarded, then Series B Beneficial Interests will be created
       for the benefit of holders of Non-Assumed Administrative
       Expense Claims, Compensation and Reimbursement Claims,
       Priority Tax Claims, and Priority Non-Tax Claims.

     * Series C Beneficial Interests will be created for the
       benefit of holders of General Unsecured Claims, Noteholder
       Claims, and PBGC Claims.

If the unpaid Second Lien Lender Claims exceed the amount of any
superpriority Administrative Expense Claims awarded to the Second
Lien Lenders by the Court, the excess will be treated as Class E
General Unsecured Claims.  In the event the value of the
Liquidating Trust Assets does not exceed the amount of the
superpriority Administrative Expense Claim awarded to the Second
Lien Lenders by the Court, no Liquidating Trust will be created.

The Avoidance Actions and other assets designated for the
Liquidating Trust will be assigned directly to Wilmington Trust
Company, as administrative agent for the Second Lien Lenders, for
distribution to holders of Second Lien Lender Claims only.  The
Second Lien Lender Administrative Agent will be responsible for
and required to:

    -- file local, state, and federal tax returns upon WestPoint's
       dissolution,

    -- request an expedited determination of the Debtors' tax
       liability, and

    -- represent the Debtors before the applicable taxing
       authorities.

                        Liquidating Trustee

The Second Lien Lender Administrative Agent will designate, with
the consent of the Official Committee of Unsecured Creditors and
the Debtors, a trustee to administer the Liquidating Trust if
Series A Beneficial Interests are issued.  In the event no Series
A Beneficial Interests are issued, the Creditors Committee, with
the Debtors' consent, will designate the Liquidating Trustee.
The Liquidating Trustee's appointment will be effective on the
Effective Date of the Plan without the need for a further Court
order.

The Liquidating Trustee will have the power and authority to:

    (a) hold, manage, sell, and distribute the Liquidating Trust
        Assets to the holders of Beneficial Interests;

    (b) hold, manage, sell, and distribute Cash or non-Cash
        Liquidating Trust Assets obtained through the exercise of
        its power and authority;

    (c) prosecute and resolve, in the names of the Debtors or the
        Liquidating Trustee, the Avoidance Actions;

    (d) prosecute and resolve objections to Disputed Claims;

    (e) perform other functions as are provided in the Amended
        Plan or the Liquidating Trust Agreement; and

    (f) administer the closure of the Chapter 11 cases.

The Liquidating Trustee will be responsible for all decisions and
duties with respect to the Liquidating Trust and the Liquidating
Trust Assets.  In all circumstances, the Liquidating Trustee will
act in the best interests of all beneficiaries of the Liquidating
Trust and in furtherance of the purpose of the Liquidating Trust.

Beginning on the Effective Date, or as soon thereafter as is
practicable, and at least annually, the Liquidating Trustee will
distribute the Liquidating Trust Assets in accordance with the
Liquidating Trust Agreement.

The Liquidating Trustee may retain and reasonably compensate
counsel and other professionals to assist in its duties as
Liquidating Trustee on terms as the Liquidating Trustee deems
appropriate without Court approval.  The Liquidating Trustee may
retain any professional who represented parties-in-interest in
the Debtors' Chapter 11 cases.

The costs and expenses of the Liquidating Trust, including fees
and reasonable expenses of its retained professionals, will be
paid out of the Liquidating Trust.

The Liquidating Trustee and the Liquidating Trust will be
discharged or dissolved when:

      (i) all Disputed Claims have been resolved;

     (ii) all Liquidating Trust Assets have been liquidated; and

    (iii) all distributions required to be made by the Liquidating
          Trustee under the Amended Plan have been made.

The Liquidating Trust should be dissolved not later than five
years from the Effective Date unless the Court, upon motion
within the six-month period prior to the 5th anniversary,
determines that a fixed period extension is necessary.

When all Disputed Claims filed against the Debtors have become
Allowed Claims or have been disallowed by Final Order, and all of
the Liquidating Trust Assets have been distributed in accordance
with the Amended Plan, the Liquidating Trustee will seek the
Court's authority to close the Chapter 11 cases in accordance
with the Bankruptcy Code and the Bankruptcy Rules.

                               NewCo

The Debtors disclose that the initial Board of Directors of
NewCo, the entity formed to be the parent company of the
Purchaser of all or substantially all of the Debtors' assets,
will be revealed at or prior to the Confirmation Hearing.

The officers of the Debtors immediately prior to the Effective
Date will serve as the initial officers of NewCo and Purchaser.
After the Effective Date, the officers of NewCo and Purchaser
will be determined by their Boards of Directors.

                       Liquidation Analysis

The Debtors believe that under the Amended Plan, all holders of
impaired Claims will receive property with a value not less than
the value that holder would receive in a liquidation of the
Debtors under Chapter 7 of the Bankruptcy Code.  The Debtors'
belief is based primarily on consideration of the effects that a
Chapter 7 liquidation would have on the ultimate proceeds
available for distribution to holders of impaired Claims and
Equity Interests, including:

    (a) the increased costs and expenses of a liquidation
        under Chapter 7 arising from fees payable to a
        Chapter 7 trustee and professional advisors to the
        trustee;

    (b) the erosion in value of assets in a Chapter 7 case in
        the context of the rapid liquidation required under
        Chapter 7 and the "forced sale" atmosphere that would
        prevail;

    (c) the adverse effects on the Debtors' businesses as a
        result of the likely departure of key employees and
        the probable loss of customers;

    (d) the substantial increases in Claims, which would be
        satisfied on a priority basis or on parity with the
        holders of impaired Claims and Equity Interests of the
        Chapter 11 cases;

    (e) the reduction of value associated with a Chapter 7
        trustee's operation of the Debtors' businesses; and

    (f) the substantial delay in distributions to the holders
        of impaired Claims and Equity Interests that would
        likely ensue in a Chapter 7 liquidation; and

The liquidation analysis, valuation analysis and financial
projections prepared by the Debtors will be filed with the Court
prior to the Disclosure Statement Hearing.

A full-text copy of the Debtors' Amended Chapter 11 Plan is
available for free at:

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

A full-text copy of the Debtors' Amended Disclosure Statement is
available for free at:

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

A full-text copy of the Debtors' 2004 Annual Review is available
for free at:

          http://bankrupt.com/misc/wspt_2004annual_review.pdf

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed    
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.  
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on June 1,
2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J. Rapisardi,
Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in
their restructuring efforts. (WestPoint Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT STEVENS: Classification of Claims & Interests Under Plan
------------------------------------------------------------------
Westpoint Stevens, Inc., and its debtor-affiliates' Amended Joint
Plan of Reorganization groups claims and equity interests into 12
classes:

Class   Description        Recovery under the Plan
-----   -----------        -----------------------
   N/A    DIP Claims         Paid in full

          Estimated          Estimated recovery: 100%
          Amount:
          $113,137,000

   N/A    Assumed            Paid in full or as otherwise agreed
          Administrative
          Expense Claims     Estimated recovery: 100%

   N/A    Non-Assumed        Paid in full or as otherwise agreed
          Administrative
          Expense Claims     Estimated recovery: 100%

   N/A    Priority           Paid in full or as otherwise agreed
          Non-Tax Claims
                             Estimated recovery: 100%

    A     Priority           Paid in full or as otherwise agreed
          Tax Claims
                             Estimated Recovery: 100%

    B     Other Secured      Assumed and paid in full by Purchaser
          Claims             over a six-month period following the
                             Effective Date

          Estimated          Estimated Recovery: 100%
          Amount:
          $311,851

    C     First Lien         Sale Proceeds
          Lender Claims

          Estimated          Estimated Recovery: TBD
          Amount:
          $483,897,447

    D     Second Lien        Sale Proceeds remaining after the
          Lender Claims      First Lien Lender Claims have been
                             paid in full and the Series A
                             Beneficial Interests.

          Estimated          Estimated Recovery: TBD
          Amount:
          $165,000,000

    E     General            A pro rata distribution of:
          Unsecured
          Claims             -- the Sale Proceeds remaining after
                                the First Lien Lender Claims and
          Estimated             Second Lien Lender Claims, and all
          Amount:               other Administrative Expense
          $43,576,283           Claims have been paid in full or
                                assumed; and

                             -- the Series C Beneficial Interests

                             Estimated Recovery: TBD

    F     Noteholder         A pro rata distribution of:
          Claims
                             -- the Sale Proceeds remaining after
                                the First Lien Lender Claims and
          Estimated             Second Lien Lender Claims, and all
          Amount:               other Administrative Expense
          $1,036,312,500        Claims have been paid in full or
                                assumed; and

                             -- the Series C Beneficial Interests

                             Estimated Recovery: TBD

    G     PBGC Claims        A pro rata distribution of:

                             -- the Sale Proceeds remaining after
                                the First Lien Lender Claims and
          Estimated             Second Lien Lender Claims, and all
          Amount:               other Administrative Expense
          $214,000,000          Claims have been paid in full or       
                                assumed; and

                             -- the Series C Beneficial Interests

                             Estimated Recovery: TBD

    H     Litigation         All Litigation Claims not previously
          Claims             allowed by Final Order are Disputed
                             Claims.  At such time as a Disputed
                             Claim becomes an Allowed Claim, the
                             Disbursing Agent will distribute to
                             the holder its pro rata share of the
                             property distributable with respect
                             to the Class in which the Claim
                             belongs.

                             Estimated Recovery: TBD

    I     Intercompany       Eliminated and discharged by offset.
          Claims             No distribution

    J     Securities         No Distribution
          Litigation
          Claims

    K     Punitive           No Distribution
          Damage
          Claims

    L     Common Stock       No Distribution
          Interests

The information presented is based on calculations as of May 31,
2005.  The estimation of recoveries assumes that:

    -- the Effective Date will occur on August 31, 2005; and

    -- the estimated aggregate amount of Allowed unsecured Claims
       against the Debtors is $1,294,000,000.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed    
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.  
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on June 1,
2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J. Rapisardi,
Esq., at Weil, Gotshal & Manges, LLP, represents the Debtors in
their restructuring efforts.  The Debtors filed their Amended
Joint Plan of Reorganization and Disclosure Statement with the
Bankruptcy Court on June 10, 2005.  (WestPoint Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WISTON XIV: Files Chapter 11 Plan of Reorganization in Nebraska
---------------------------------------------------------------
Wiston XIV Limited Partnership filed its chapter 11 plan of
reorganization with the U.S. Bankruptcy Court for the District of
Nebraska on June 7, 2005.  The Debtor has yet to file its
Disclosure Statement explaining the Plan.

                        Terms of the Plan

The Debtor plans to maintain and manage its property while
restoring it to its highest value.  The Debtor will use the
$1.5 million it borrowed from Hillcrest Bank for repairs.  Three
years after the effective date of the plan, the Debtor will sell
its assets and use the proceeds to pay off its creditors pursuant
to the Plan.

Under the Plan, Hillcrest Bank will be paid monthly interest
starting on the Plan's Effective Date.  The interest will be based
on the prime rate published on The Wall Street Journal and will be
adjusted daily.  The balance on the Hillcrest Bank Loan will be
paid from the sale proceeds of the Debtor's assets.  Hillcrest
Bank will retain a first lien on the Debtor's assets until its
claim is paid in full.

The Debtor will pay Sapient Capital, LLC, monthly interest
starting on the Plan's Effective Date, using the [so-called,
without further description] In Re Wichman interest rate, as
adjusted [without further explanation].   Sapient Capital will be
paid after Hillcrest Bank's claim is satisfied in full from the
Sale Proceeds.  Sapient Capital will retain a second lien on the
Debtor's assets until its claim is paid in full.

Holders of general unsecured claims will be paid monthly interest
on their claims at the In Re Wichman interest rate.  General
unsecured creditors will be paid after Hillcrest Bank's & Sapient
Capital's claims are paid in full.

The partnership's current equity holders will retain their
interests.

Headquartered in Stilwell, Kansas, Wiston XIV Limited Partnership
filed for chapter 11 protection on Jan. 5, 2005 (Bankr. D. Nebr.
Case No. 05-80037).  Robert V. Ginn, Esq., at Brashear & Ginn,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $10 million and $50 million and estimated debts
from $10 million to $50 million.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com              AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Blount International    BLT        (238)         434      115
Biomarin Pharmac        BMRN        (90)         181        3
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (35)          19       13
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED          (7)          50      (19)
Isis Pharm.             ISIS       (104)         176       61
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Neff Corp.              NFFCA       (43)         270        6
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
Northwestern Corp.      NWEC       (603)       2,445     (692)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (4,132)       7,567    1,118
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (3)         160       50
US Unwired Inc.         UNWR        (84)         413       45
Valence Tech.           VLNC        (43)          16        1
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM        (32)         101       94
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***