TCR_Public/050616.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, June 16, 2005, Vol. 9, No. 141

                          Headlines

ACCIDENT & INJURY: Wants Until August 31 to Decide on Leases
ACE AVIATION: Underwriters Wants More Units Issued in Aeroplan IPO
ADELPHIA COMMS: Judge Gerber Affirms DOJ, SEC & Rigas Settlements
ADELPHIA COMMS: Five Parties Question DOJ, SEC & Rigas Settlements
ADVANSTAR COMMS: Raising Equity to Recapitalize Company

ALASKA AIR: May 2005 Traffic Up 6 Percent from Last Year
ALDERWOODS GROUP: Reports Status of Three 2005 Legal Proceedings
AMERICAN AIRLINES: May 2005 Load Factor Up 5 Points From Last Year
AMERICAN MEDIA: Moody's Junks $550 Mil. Senior Subordinated Notes
AMERICAN MEDIA: Poor Performance Prompts S&P to Lower Ratings

AMES DEPARTMENT: Revenue Mgt. & ASM Capital Acquire $800K Claims
ANDRE TATIBOUET: Committee Wants to Hire Jerrold Guben as Counsel
ATA AIRLINES: Lease Decision Period Hearing Set for July 7
ATHLETE'S FOOT: Has Exclusive Right to File Plan Until August 8
BANCWEST CORP: Fitch Holds BB+ Rating on CFB Subordinated Debt

BELLAIRE GENERAL: Sec. 341 Meeting of Creditors Set for July 14
BI-LO LLC: Moody's Rates $345MM Senior Secured Term Loan B at B1
BISYS GROUP: Lenders Waive Default Under Senior Unsec. Loan
BONUS STORES: William Kaye Has Until Aug. 16 to Object to Claims
BOYD GAMING: Good Performance Prompts S&P's Positive Outlook

BUEHLER FOODS: Committee Taps Otterbourg Steinder as Counsel
CAESARS ENTERTAINMENT: Moody's Upgrades Senior Sub. Notes to Ba1
CATHOLIC CHURCH: Court Appoints Gayle Bush as Spokane Claims Rep.
CATHOLIC CHURCH: Spokane Exclusive Periods Hearing Set for Aug. 1
CEDU EDUCATION: Keen Realty to Market Three School Campuses

CHAPARRAL STEEL: Moody's Rates $150 Mil. Credit Facility at Ba2
CIT RV: Interest Payment Default Cues S&P to Junk Rating to CC
COMMERCIAL FEDERAL: $1.4B BancWest Sale Cues S&P to Watch Ratings
COLLINS & AIKMAN: Independent Auction Determines Recovery Value
CONGOLEUM CORP: Files Fifth Modified Chapter 11 Plan in New Jersey

CORUS ENT: Good Operating Results Cue S&P's Stable Outlook
CROWN CASTLE: Moody's Withdraws B1 Senior Implied Rating
DEL GLOBAL: GE Business Amends Credit Facility & Waives Default
DOLLAR GENERAL: Moody's Upgrades Sr. Unsecured Debt Rating to Ba1
DOUBLECLICK INC: Moody's Junks $115 Million 2nd Lien Term Loan

EAGLEPICHER INC: Committee Taps Milbank Tweed as Lead Counsel
EAGLEPICHER INC: Committee Hires Frost Brown as Local Counsel
ENVIROSOLUTIONS: Moody's Rates Proposed $215 Mil. Facility at B2
ENVIROSOLUTIONS: S&P Rates $215 Mil. Senior Secured Loans at B-
EURAMAX HOLDINGS: Moody's Rates Proposed $255MM Term Loan at B1

EURAMAX INT'L: GSCP EMAX Sale Cues S&P to Cut Credit Rating to B+
FASTENTECH INC: Completes Senior Secured Credit Pact Amendment
FEDERAL-MOGUL: Replaces Bank One with Standard Federal & Citibank
FIRST REPUBLIC: Declares Initial Preferred Stock Cash Dividend
FRANK'S NURSERY: Court Confirms 2nd Amended Reorganization Plan

GARY L. LENZ: Case Summary & 10 Largest Unsecured Creditors
GENERAL MOTORS: Hopes for a $93 Million Tax Break from Pontiac
GEORGETOWN STEEL: Has Until July 1 to Object to Claims
GITTO GLOBAL: Chapter 7 Trustee Taps Verdolino as Accountant
GITTO GLOBAL: Chapter 7 Trustee Abandons Vitrolite Assets

GRAYSTON CLO: Repayment Prompts Moody's to Withdraw Ratings
GS MORTGAGE: Fitch Affirms Junk Ratings on $63M Cert. Classes
HOLLYWOOD CASINO: Has Until July 31 to Decide on Leases
HOME RE CREDIT: S&P Assigns Low-B Ratings on $11 Million Notes
INFOUSA INC: Vin Gupta Offer Prompts S&P to Watch Ratings

J.L. FRENCH: Reduced Earnings Cues S&P to Junk Credit Rating
KAISER ALUMINUM: Steelworkers Ratify New Five-Year Labor Pacts
LIBERTY SQUARE: Partial Payment Cues Moody's to Lift Notes Ratings
LIVINGSTON COUNTY: Credit Risks Cue S&P to Rate $9.7M Bonds at BB
MARKETXT INC: Case Summary & 19 Largest Unsecured Creditors

MERIDIAN AUTOMOTIVE: Can Pay Up to $6MM for Shipping & Lien Claims
MERIDIAN AUTOMOTIVE: Wants Court to Okay Appleton Papers Sublease
MERIDIAN AUTOMOTIVE: Committee Hires Huron as Financial Advisor
METHANEX CORP: Moody's Affirms $250M Sr. Unsec. Notes' Ba1 Rating
METROPCS INC: Payment Prompts Moody's to Withdraw Low-B Ratings

MGM MIRAGE: Fitch Rates MGM Mirage's New Senior Notes at BB
MILWAUKEE POLICE: Court Approves Facility Sale to COA for $450K
MIRANT CORP: Court Approves Bid Procedures on Gas Turbines Sale
MIRANT CORP: U.S. Dept. of Energy Wants Set-Off Rights Untouched
MORGAN STANLEY: Fitch Places Low-B Ratings on $49M Mortgage Certs.

MORGAN STANLEY: Fitch Lifts $14M Class F Certs. 3 Notches to BB
MOUNTAIN CAPITAL: Fitch Affirms BB- Rating on $10M Class B Notes
MYLAN LABORATORIES: Moody's Assigns Ba1 Senior Implied Rating
NATURAL CARE: John B. Staudt Offers $400,000 to Buy Business
NAVISTAR INT'L: Fitch Holds Low-B Rating on 3 Debt Classes

NOMURA ASSET: S&P Lifts Rating on Class B-1 Certificates
OAKWOOD HOMES: Liquidation Trust Wants Court to Close Ch. 11 Case
OUTBOARD MARINE: Chapter 7 Trustee Hires Mercer Oliver as Actuary
PEGASUS SATELLITE: Wants Disputed Claims Estimated as Zero
PEREGRINE SYSTEMS: Will Pay $1MM to Former Chairman John Moores

PONDEROSA PINE: Hires FTI Consulting as Financial Advisor
PROXIM CORP: Common Shares Subject to Nasdaq Delisting on June 22
PRUDENTIAL STRUCTURED: Fitch Junks $19.7M Class B Certificates
RALEIGH HOUSING: Payment Default Cues S&P's Rating to Tumble to D
R.F. CUNNINGHAM: Taps Ruskin Moscou as Bankruptcy Counsel

R.F. CUNNINGHAM: Section 341 Meeting Slated for July 15
SAFETY-KLEEN: Maureen Black Wants Relief from Permanent Injunction
SAKS INC: Defaults on $230 Million 2% Convertible Senior Notes
SAKS INC: Default Notice Prompts S&P to Junk Ratings
SAKS INC: Fitch Takes No Rating Action After Default Notice

SAMSONITE CORP: Apr. 30 Balance Sheet Upside-Down by $41.9 Million
SENIOR HOUSING: Fitch Affirms BB+ Rating on Sr. Unsecured Debt
SINCLAIR BROADCAST: Moody's Ups $167M Pref. Stock Rating to B3
SKYWAY COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
SOUPER SALAD: Brings-In Bracewell Giuliani as Bankr. Co-Counsel

SOUPER SALAD: Hires Bankruptcy Services as Noticing Agent
S-TRAN HOLDINGS: Look for Bankruptcy Schedules on June 20
TEAM HEALTH: $68 Mil. Debt Reduction Prompts S&P's Stable Outlook
TEXAS BOOT: Selling Assets to McRae Industries for $1.175 Million
TEXAS INDUSTRIES: S&P Rates $250 Million Senior Notes at BB-

THAMES INVESTMENT: Voluntary Chapter 11 Case Summary
TW INC: Hires Jaspan Schlesinger as Special Litigation Counsel
WESTPOINT STEVENS: Wants to Enter into Birmingham Store Lease
W.R. GRACE: Wants to Contribute $6.6 Million to Lake Charles Plan
WYNDHAM INT'L: $3.24B Blackstone Deal Cues S&P to Watch Ratings

YESBIK CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
YUKOS OIL: Files Suit in Moscow for Damages from Yugansk Sale
YUKOS OIL: Alvarez & Marsal Wants Reimbursement from Yukos

* 3 Partners Join LeBoeuf Lamb's Corporate & Litigation Practices
* FTI Consulting Appoints Two New Senior Executives
* Gibson Dunn Taps Fred Brown to Lead San Francisco Office

                          *********

ACCIDENT & INJURY: Wants Until August 31 to Decide on Leases
------------------------------------------------------------
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
more time to decide whether to assume, assume and assign or reject
unexpired non-residential real property leases.  The Debtors want
their decision period under 11 U.S.C. Sec. 365(d)(4) extended
through and including August 31, 2005.

The Debtors explain that they have been conducting an on-going
analysis of their businesses and operations.  Debtors operate a
number of clinic locations in leased facilities.  The Debtors are
not yet in a position to determine whether those clinics should
remain open and the applicable leases assumed or whether those
clinics should be closed and the leases rejected.

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.


ACE AVIATION: Underwriters Wants More Units Issued in Aeroplan IPO
------------------------------------------------------------------
A group of Insurance Underwriters are asking ACE Aviation
Holdings, Inc., to double the Aeroplan Income Fund units that will
be offered to the public to meet surging demand, The Globe and
Mail reports.

ACE is divesting 15% of Aeroplan through an initial public
offering.  ACE will be selling 25 million units at CN$10 each.

The underwriters and retail brokers said the issue is already
oversubscribed.  The Globe and Mail says the underwriters want
ACE to issue more than CN$500 million worth of Aeroplan units.

However, no final decision on the size or the pricing of the IPO
will be made until June 20, 2005, an investment banker working
for ACE told the Globe and Mail.

The underwriting syndicate is co-led by RBC Capital Markets, as
sole bookrunner, CIBC World Markets and Genuity Capital Markets.
Other syndicate members will include BMO Nesbitt Burns Inc., TD
Securities Inc. and Scotia Capital Inc.

                   About Ace Aviation Holdings

ACE Aviation is the parent holding company of Air Canada and ACE's
other subsidiaries.  Air Canada is Canada's largest domestic and
international full-service airline and the largest provider of
scheduled passenger services in the domestic market, the
transborder market and each of the Canada-Europe, Canada-Pacific,
Canada-Caribbean/Central America and Canada-South America markets.
Air Canada is a founding member of the Star Alliance network, the
world's largest airline alliance group.

In addition, the Corporation owns Jazz Air LP, Aeroplan LP and
Destina.ca, which is an on-line travel site.  The Corporation also
provides Technical Services through ACTS LP, Cargo Services
through AC Cargo LP and Air Canada, Groundhandling Services
through ACGHS LP and Air Canada and tour operator services and
leisure vacation packages through Touram LP.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2004,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Montreal, Quebec-based ACE Aviation
Holdings Inc. and its wholly owned subsidiary, Air Canada.  S&P
says the outlook is stable.


ADELPHIA COMMS: Judge Gerber Affirms DOJ, SEC & Rigas Settlements
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 10, 2005, the
Official Committee of Unsecured Creditors in Adelphia
Communications Corporation's Chapter 11 cases asked Judge Gerber
to reconsider his order approving the ACOM Debtors' three related
settlement agreements with the Department of Justice, the
Securities and Exchange Commission and the Rigas Family.

The parties debate, as a threshold matter, whether the Court has
jurisdiction to consider the motion of the Official Committee of
Unsecured Creditors, as the Committee had already appealed from
the order approving the three related but separate settlement
agreements between the Debtors and the Securities and Exchange
Commission, the Debtors and the Department of Justice, and the
Debtors and the Rigas family.  The Creditors' Committee contends
that the Court does have jurisdiction.  Judge Gerber agrees.

"[T]hough the Court has considerable doubt as to whether
reconsideration is appropriate under Fed. R. Bankr. P. 9024 and
Fed. R. Civ. P. 60(b), it may plausibly be argued that the May 31
issuance by the United States Supreme Court of its decision in
Arthur Andersen LLP v. United States, and statements by the DoJ
in its June 3 argument before the Second Circuit -- both after
the issuance of this Court's May 20 decision -- provide a
reasonable basis for assertions that they give rise to a 'change
in the law or the facts' upon which this Court made its decision,
which has been held under at least some of the law construing
Fed. R. Bankr. P. 9023 and Fed. R. Civ. P. 59(a) to be a
satisfactory basis for reconsideration."

The Court assumes, without deciding, that these contentions are
sufficient to permit consideration of their merits.

However, upon reexamining its decision in light of the matter the
Creditors' Committee proffers, the Court sees nothing to cause it
to conclude that it made a "clear error of law," or that there
was a change in the controlling law, or that the facts have
materially changed.

                 Changes in the Controlling Law

Judge Gerber points out that there has been no change in the
controlling law with respect to the standards to be applied by a
bankruptcy court in determining whether or not to approve a
settlement.  "Nor did the issuance of Arthur Andersen result in a
material change -- assuming there was any change at all -- in the
law that would have been taken into account by the Debtors in
deciding whether or not to settle, or by the Court in deciding
whether the Debtors' settlement was in the best interests of the
estate."

Judge Gerber notes that he did not issue his decision approving
the settlement based on an expectation that Arthur Andersen's
conviction would stand.  In fact, Judge Gerber says, he suspected
that a reversal by the Supreme Court of Arthur Andersen's
conviction was likely.

"[My] decision was based not on the likelihood that Adelphia
would be convicted if indicted, but rather on the damage that an
indictment itself would inflict, even with a subsequent
acquittal.  Even an indictment would result in grave damage to
the company, and (among many other things) material risk to
Adelphia's now-pending sale to Time-Warner and Comcast, and risk
the loss of DIP financing."

According to Judge Gerber, Arthur Andersen was in essence a case
about defective jury instructions, most significantly, as to the
requisite mens rea of the people who acted on the defendant
company's behalf.  "At this point there is little reason to
believe, after the John and Timothy Rigas guilty verdicts, that
the Government would have similar problems in that regard.
Arthur Andersen does not speak to the fairness or unfairness of
convicting a corporation based on the acts of the live people who
are a company's agents.  Nothing in Arthur Andersen takes away
the Government's right to indict, or ability to convict,
corporations in cases where the live people acting on those
corporations' behalf act with the requisite mens rea -- a matter
that was deficient in Arthur Andersen, but that might not be
deficient in another case."

                             New Facts

Judge Gerber does not agree that facts have materially changed by
reason of statements by the Government at its June 3 argument
before the Second Circuit.  "With a significant caveat, the Court
is inclined to agree with the Creditors' Committee's suggestion
that when addressing the Second Circuit, the Government
acknowledged weaknesses as to its forfeiture claims that
Government negotiators did not acknowledge when negotiating with
Adelphia representatives.  And given its statements to the
Circuit, it is likely that when the Government stated to
Adelphia's Dean Kronman and others on Adelphia's negotiating
team, with little in the way of qualifications or reservations,
'we will prevail,' the Government was stating its likelihood of
success with materially greater assurance than it privately
believed."

"But these points ultimately are immaterial," Judge Gerber says.
In approving the settlement, Judge Gerber asserts that he did not
rely on the Government's self-serving statements to Adelphia as
to the Government's likelihood of success.  "Puffery as to the
strength of one's litigation position in settlement negotiations
is not unheard of, and those on the receiving end of others'
litigation predictions tend not to automatically take them at
face value."  In approving the settlement, Judge Gerber says, he
did not assume that the Government necessarily would prevail in
its forfeiture claims, even with respect to forfeiture claims
that might relate to property beneficially owned by soon to be
sentenced John and Timothy Rigas.  Rather, the Court found that:

    -- there were risks that the Government might prevail;

    -- there were risks as to Adelphia's ability to prevail on its
       own constructive trust claims, particularly with respect to
       interests in Rigas Family Entities held by persons other
       than John, Timothy, Michael and James Rigas (which Adelphia
       likely would need to do to trump Government forfeiture
       rights); and

    -- there were risks as to Adelphia's ability to prevail on
       constructive trust claims quickly on summary judgment, as
       contrasted to prevailing only on damages claims, and only
       after an ultimate trial.

The assessments by Adelphia's Board, and by the Court, of the
risks to Adelphia with respect to forfeiture trump the
assessments by the Government (as articulated to anyone or as
privately held) with respect to the potential outcome as to that
issue.  Finally, but significantly, Judge Gerber says, the risks
with respect to the forfeiture of the Rigas Family entities were
but one factor in the Court's consideration of the totality of
factors considered by the Court in approving the settlement.
They were neither the overriding factor nor the factor that
tipped the scales in an otherwise close balance.

Accordingly, Judge Gerber affirms his decision approving the
settlements.

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


ADELPHIA COMMS: Five Parties Question DOJ, SEC & Rigas Settlements
------------------------------------------------------------------
These parties-in-interest in Adelphia Communications Corporation
and its debtor-affiliates' chapter 11 cases ask the U.S. District
Court for the Southern District of New York to review the
Bankruptcy Court's approval of the settlement agreements among the
Debtors, the Department of Justice, the Securities and Exchange
Commission and the Rigases:

   * W.R. Huff Asset Management Co., LLC;

   * U.S. Bank National Association, in its capacity as Indenture
     Trustee for the FrontierVision Notes and the Arahova Notes;

   * The class plaintiffs in a suit pending before the United
     States Court for the Southern District of New York captioned
     In re Adelphia Communication Corp. Securities & Deriv.
     Litigation, 03 MD 1529 (LMM);

   * The Ad Hoc Committee of Senior Shareholders of Adelphia
     Communications Corporation Preferred Stock; and

   * The Ad Hoc Adelphia Trade Claims Committee.

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

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

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

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

                          Issues on Appeal

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

     1. Whether the Bankruptcy Court erred in finding that the
        settlement agreements between the Debtors and the
        Securities and Exchange Commission, the Debtors and the
        Department of Justice and the Debtors and the Rigas family
        were reasonable and in the best interests of the Debtors'
        estates?

     2. Whether the Bankruptcy Court erred in approving the
        Settlement Agreements that provided substantial benefits
        to the co-borrowing lenders who are being sued for their
        participation in the fraud at Adelphia?

     3. Whether the Bankruptcy Court erred in approving the
        Settlement Agreements and permitting a payment by the
        Debtors of $715 million that will be distributed to
        statutorily subordinated creditors in violation of the
        absolute priority rule of the Bankruptcy Code?

     4. Whether the establishment of a restitution fund for
        statutorily subordinated creditors constituted a sub rosa
        plan that impermissibly avoided the Bankruptcy Code's
        requirements applicable to chapter 11 plans?

(2) U.S. Bank National Association, in its capacity as Indenture
    Trustee for the FrontierVision Notes and the Arahova Notes

     1. Whether the Bankruptcy Court erred in finding that the
        Settlement Agreements were reasonable and in the best
        interests of the Debtors' estates.

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

(3) The class plaintiffs in a suit pending before the United
    States Court for the Southern District of New York captioned
    In re Adelphia Communication Corp. Securities & Deriv.
    Litigation, 03 MD 1529 (LMM)

     1. Whether the Bankruptcy Court erred in approving the
        Settlement Agreements without determining whether the
        transfer of forfeited assets to the Debtors under the
        Settlement Agreements violated applicable law?

     2. Whether the Bankruptcy Court erred in approving Settlement
        Agreements that wrongfully provided for the transfer of
        forfeited assets to the Debtors?

(4) The Ad Hoc Committee of Senior Shareholders of Adelphia
    Communications Corporation Preferred Stock

     1. Whether the Bankruptcy Court erred in finding that the
        Settlement Agreements were reasonable and in the best
        interests of the Debtors' estates, and otherwise fails to
        satisfy the requirements of Rule 9019 of the Federal Rules
        of Bankruptcy Procedure.  This general issue includes, but
        is not limited to, the resolution of four sub-issues:

        * Whether the automatic stay protects the Debtors against
          the monetary claims of the SEC and DoJ;

        * Whether the Settlement Agreements, which resulted from
          the Government's coercion and threats, are arm's length
          agreements;

        * Whether the Settlement Agreements, which effectively
          waive the right of interest holders and creditors to
          seek subordination of the Government's claims, and which
          violate the absolute priority rule, are reasonable and
          in the best interest of the Debtors' estates; and

        * Whether the Government's actions and the Settlement
          Agreements constitute discrimination pursuant to Section
          525 of the Bankruptcy Code.

     2. Whether the Bankruptcy Court erred in approving the
        Settlement Agreements that improperly give discretion to
        the Government to administer a restitution fund in a
        manner that permits distributions to statutorily
        subordinated victims in violation of the absolute priority
        rule set forth in the Bankruptcy Code.  This general issue
        includes, but is not limited to, the resolution of three
        sub-issues:

        * Whether upsetting the priority scheme established in the
          Bankruptcy Code amounts to a judicial amendment to the
          United States Bankruptcy Code that violates the
          separation of powers principles built into the United
          States Constitution;

        * Whether the specific priority provisions established in
          the Bankruptcy Code can be superseded and preempted by
          federal nonbankruptcy statues, such as the Sarbanes
          Oxley Act or the Federal Securities Acts; and

        * Whether the creation of the restitution fund is an
          attempt to administer funds outside of the Bankruptcy
          Court in violation of SEC v. American Board of Trade,
          Inc., 830 F.Supp 431 (2nd Cir. 1987) and constitutes
          overreaching by the executive branch.

(5) The Ad Hoc Adelphia Trade Claims Committee

     1. Whether the Bankruptcy Court erred in finding that the
        Settlement Agreements were fair, equitable and
        appropriate.

     2. Whether the Bankruptcy Court erred in finding that the
        Debtors demonstrated sound business justification in
        authorizing the Settlement Agreements.

     3. Whether the Bankruptcy Court erred in finding that the
        Settlement Agreements, and payments to be made under the
        Settlement Agreements, were:

        (a) an actual and necessary cost of preserving the
            Debtors' estates within the meaning of Section 503(b)
            of the Bankruptcy Code,

        (b) reasonable, and

        (c) in the best interests of, and provide a benefit to,
            each of the Debtors' estates.

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

            Statement of Issue Presented on Cross-Appeal

The Official Committee of Equity Security Holders of Adelphia
Communications Corporation, et al., wants the District Court to
review whether the Bankruptcy Court erred in authorizing the
Debtors to grant to certain banks liens in forfeited property
that is to be transferred from the Government to the Debtors
where, inter alia, the granting of the liens at issue:

    (a) was never the subject of any motion before the Bankruptcy
        Court;

    (b) is not supported by any evidence in the record;

    (c) is inconsistent with the terms of the settlement
        agreements that were before the Bankruptcy Court for
        approval;

    (d) has no basis in the Bankruptcy Code or other legal
        authority; and

    (e) is inconsistent with principles of federal forfeiture law.

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


ADVANSTAR COMMS: Raising Equity to Recapitalize Company
-------------------------------------------------------
Advanced Communications Technologies, Inc. (OTC BB: ADVC) said it
is currently working on plans to recapitalize the company by
raising significant equity and boost the value of its stock.  The
Company is currently working out plans to expand its Cyber-Test
business through multiple business acquisitions.

The Company disclosed these plans in an open letter to its
shareholders:

   Dear Shareholders,

   As you may know, we formed Encompass Group in May 2004 to be
our principal operating subsidiary through which we expect to grow
and implement our strategy in the technology services industry.
This industry, often broadly referred to as "reverse logistics,"
consists of companies that provide repair and upgrade services,
new and used parts in support of the repair and upgrades, return
services from resellers or for products no longer needed by the
original users also known as asset recovery, refurbishment and
resale services, and recycling or disposal services.  These
services are part of the end-of-life-cycle for technology products
and are the opposite of "supply- chain-services," hence the name
"reverse logistics."

   The reverse logistics industry is a highly fragmented industry,
yet according to analysts at DF Blumberg & Associates, a research
firm that has been analyzing this industry for several decades,
the reverse logistics industry collectively accounts for more than
$60 billion in sales in the U.S. market each year.

Growth By Acquisition ...

   It is Encompass' strategy to acquire, integrate and grow
businesses that complement our vision so that our customers
experience an extended life for their technology products, and
ultimately replace them cost-effectively and in accordance with
the legal and moral responsibility to recycle products without
damaging the environment. Our acquisition candidates must possess
the following minimum financial and business criteria:

   * Obvious commercial synergies;

   * Share or buy into our vision for the industry opportunity;

   * Strong financial position -- cash and other current assets,
     little or no debt, strong cash flow;

   * Accretive within the first year;

   * Superior growth prospects;

   * Corporate culture and management team highly compatible with
     ours;

   * Proprietary technologies or other superior differentiation
     strategic fit;

   * Satisfactory owners' background checks; and

   * Sarbanes-Oxley compliant.

   The above principles represent our business philosophy of
acquiring economically strong, self-sufficient businesses that
will not depend on or require our financial support to operate.

   Cyber-Test, our wholly owned subsidiary that we acquired in
June 2004, is an electronic equipment repair company and today is
our principal services business.  A 17-year-old company, Cyber-
Test was acquired to be the platform from which our services
business would expand.  Its technicians are highly skilled at
performing board-level repair for nearly all types of integrated
circuit board products.  With Cyber-Test's technical proficiency,
proven reliability, blue-chip customer base and recently reported
record-breaking revenue for March 2005, the Cyber-Test acquisition
has already proven to be the suitable platform that we projected
will grow our business.

   When we acquired a 62% controlling interest in Pacific Magtron
International, a California-based distributor and reseller of
computer systems, components, peripherals and software in December
2004, our strategy was to use Pacific Magtron as a self-sustaining
distribution and sourcing engine to support our expansion in the
integrated supply of end-of-life-cycle technology products and
services.  In May 2005, we announced that Pacific Magtron and its
wholly owned subsidiaries filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court in the District of Nevada.  The
filing initiative was precipitated by a rapid decline in Pacific
Magtron's financial condition, caused in part by the draw back of
vendor lines of credit.  Pacific Magtron was eventually unable to
replenish its inventory and forced to reduce its payroll costs,
shut down its Georgia operation and liquidate certain assets in
order to pay creditors.  Immediately prior to the bankruptcy
filing, Pacific Magtron terminated, for cause, Mr. Ted Li, chief
financial officer, and Ms. Cynthia Lee, senior vice president.

   Pacific Magtron is working to develop a plan of reorganization
that will allow it to refocus on the business segments we had
originally planned for it.  We are confident that Pacific Magtron
will emerge from bankruptcy financially stronger and with a new
and dynamic business operation.

Two Years At A Glance ...

   Looking back, we have taken major strides over the past two
years. Once the Securities and Exchange Commission declared
effective in July 2003 the registration statement that allowed us
to access our equity line of credit, we wasted no time in
initiating a reorganization plan for the company. In a short five
months, we announced that we had reduced our creditor obligations
by over $2 million.  Two months later, we acquired a minority
interest in Yorkville Advisors that subsequently, over one year's
time, generated approximately $1.4 million in cash distributions
and approximately $600,000 of net earnings for an overall 23%
return on equity.  Three months later in May 2004, we formed
Encompass Group to become our principal operating subsidiary and
expanded our management team with the addition of Martin Nielson.
In June 2004, Encompass acquired Cyber-Test, a $6 million computer
repair business, and we welcomed Lisa Welton and other top
executives on board, including over 100 employees.  Two months
after the Cyber-Test acquisition, in August 2004 we launched a new
website for Advanced Communications describing our new business
and provided a more intimate introduction to our newly expanded
management team.  In November 2004, we were awarded an $8 million
judgment from the Supreme Court of California (that we intend to
seek recovery of, to the extent it is economically feasible),
allowing us to discharge $2,847,000 of debt forgiveness income. In
the same month, Cyber-Test unveiled a new technology- driven
website to offer end-users nationwide an opportunity to repair,
exchange and purchase refurbished computer equipment and services.
In December 2004, we acquired a majority interest in Pacific
Magtron, and two months later in February 2005, we reported net
income of $2.6 million for the second quarter, up from $180,059
for the second quarter from our prior fiscal year. In March 2005,
our Yorkville interest was redeemed for the original purchase
price of $2,625,000, reducing our obligations by $1,725,000, and
Cyber-Test reported record-breaking revenue for the same month,
topping out at over $710,000, with year-to-date sales at $5.5
million.

   We have had a very busy and productive 24 months, cleaning up
our balance sheet and establishing and implementing a new business
strategy. However, despite all of our accomplishments, we believe
our stock remains undervalued. The focus of our energies over the
next fiscal year will be to implement a business and financial
strategy that we believe will cause our stock's true value to be
recognized. Which brings us to our next, and very important
discussion.

Our Future Vision & Revolutionized Strategy ...

   While we strongly believe that our business vision is still the
right plan for Advanced Communications, our timeline has changed.
At our executive management meeting held two weeks ago, we focused
on achieving our same objective of becoming a fully integrated
technology services company, but at a substantially accelerated
pace with plans to reach our goals over the next six to eight
months rather than over a longer term as initially designed.  More
specifically, we are currently working on plans to recapitalize
the company, including raising significant equity, and we are in
the process of planning for the major expansion of Cyber-Test's
business.  Our expansion plan includes multiple acquisitions
including companies in the e-recycle business, the involvement in
new and exciting industry programs, and a national marketing
campaign.  We plan to fully integrate the companies that we
acquire so we can offer our customers a portfolio of seamless and
expanded services.  Our goal in completing the integration is to
create a company that will qualify for trading on Nasdaq or
another major exchange.  We are convinced that we have the vision,
skill sets and dedicated management team to accomplish these
goals.  We believe that this is the right approach for the current
market conditions, and we are working hard to achieve our
expansion goals within the time period that we have just shared
with you.

A Promise To Our Shareholders ...

   As we near our fiscal year end 2005 and continue our journey of
pursuing acquisitions in companies that complement our expansion
plan of providing an integrated life-cycle service for the
consumer electronics industry, our mandate for organic growth
remains a core competency of each company that we acquire.  We
have a lot to look forward to over our next fiscal year, including
an anticipated special meeting of the shareholders and proxy
distribution in the fall, a corporate name change, an employee and
executive stock option plan, additional acquisitions, a sensible
corporate recapitalization strategy, a strategic joint venture
with a major national, publicly traded retailer, and a stronger,
more valuable company with better, more significant shareholder
value.

   We will keep you informed of our expansion plan progress as
information becomes available, and we look forward to a very
exciting and prosperous fiscal 2006.

   We wish to thank you for your continued interest and support as
shareholders.

    Very truly yours,

    Wayne I. Danson
    President and Chief Executive Officer
    Advanced Communications Technologies, Inc.

Advanstar Communications Inc. -- http://www.advanstar.com/-- is a
leading worldwide media company providing integrated marketing
solutions for the Fashion, Life Sciences and Powersports
industries.  Advanstar serves business professionals and consumers
in these industries with its portfolio of 55 expositions and
conferences, 55 publications and directories, 75 electronic
publications and Web sites, as well as educational and direct
marketing products and services.  Market leading brands and a
commitment to delivering innovative, quality products and services
enable Advanstar to "Connect Our Customers With Theirs."
Advanstar has approximately 1,000 employees and currently operates
from multiple offices in North America and Europe.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Standard & Poor's Ratings Services revised its outlook on
Advanstar Communications Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed its existing ratings on the
company, including its 'B' corporate credit rating.  The Duluth,
Minnesota-based business-to-business media firm, which is analyzed
on a consolidated basis with its parent company, Advanstar Inc.,
had $753 million in consolidated debt on Dec. 31, 2004.

The outlook change follows Advanstar's announcement that it is
selling its trade show, publishing, and other businesses serving
five sectors.  Gross proceeds for these assets, which produced
about 27% of the company's revenue, will total $185 million.
Advanstar has not specified for what the proceeds will be used,
which creates some concern.

"Barring a substantial debt reduction, the lost profit from the
sold assets will weaken the company's already marginal total
interest coverage, modest discretionary cash flow, and high debt
leverage," said Standard & Poor's credit analyst Steve Wilkinson.
In addition, using the excess liquidity from the sale for
acquisitions may not improve the company's business or financial
profile from that which existed prior to the asset sales.


ALASKA AIR: May 2005 Traffic Up 6 Percent from Last Year
--------------------------------------------------------
Alaska Air Group, Inc. reported May passenger traffic for its
subsidiaries, Alaska Airlines and Horizon Air.

                      Alaska Airlines

Alaska's May traffic increased 6 percent to 1.387 billion revenue
passenger miles (RPMs) from 1.308 billion flown a year earlier.
Capacity for May was 1.805 billion available seat miles (ASMs),
3.3 percent lower than the 1.866 billion in May 2004.

The passenger load factor (the percentage of available seats
occupied by fare-paying passengers) for the month was 76.8
percent, compared to 70.1 percent in May 2004. The airline carried
1,361,100 passengers compared to 1,310,700 in May 2004.

RPMs for the five-month period totaled 6.671 billion, an 8.2
percent increase from the 6.164 billion recorded a year earlier.
Capacity for the five months ended May 2005 increased 1.8 percent
to 8.987 billion ASMs, compared to 8.829 billion in 2004.

The passenger load factor for the first five months of 2005 was
74.2 percent, compared to 69.8 percent in 2004. The airline
carried 6,574,500 passengers compared to 6,193,100 in 2004.

                        Horizon Air

Horizon's May traffic increased 22 percent to 210.8 million RPMs
from 172.8 million flown a year earlier. Capacity for May was 291
million ASMs, 9.9 percent higher than the 264.8 million in May
2004.

The passenger load factor for the month was 72.4 percent, compared
to 65.3 percent in May 2004. The airline carried 555,200
passengers compared to 472,100 in May 2004.

RPMs for the five-month period totaled 937.7 million, a 19.4
percent increase from the 785.5 million recorded a year earlier.
Capacity for the five months ended May 2005 increased 10.7 percent
to 1.341 billion ASMs compared to 1.211 billion in 2004.

The passenger load factor for the first five months of 2005 was
69.9 percent, compared to 64.9 percent in 2004. The airline
carried 2,535,600 passengers, compared to 2,187,200 in 2004.

Horizon's RPMs, passenger load factor and passengers are reported
using actual May operating data for flights operated as Horizon
Air combined with estimated operating data for Horizon's regional
jet service operated as Frontier JetExpress.

Seattle-based Alaska Air Group is the parent company of Alaska
Airlines and Horizon Air Industries.  The company and its sister
carrier, Horizon Air, together serve 80 cities in Alaska, the
Lower 48, Canada and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
Standard & Poor's Ratings Services lowered its ratings on Alaska
Airlines Inc.'s 9.5% equipment trust certificates (ETCs) due
April 12, 2012, to 'B+' from 'BB', as part of an industry wide
review of aircraft-backed debt.  All other ratings on Alaska
Airlines and parent Alaska Air Group Inc., including the 'BB-'
corporate credit ratings on both, are affirmed.  The outlook
remains negative.

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


ALDERWOODS GROUP: Reports Status of Three 2005 Legal Proceedings
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Ellen Neeman, a senior vice president of Alderwoods
Group, Inc., provided updates on three legal proceedings involving
the Company:

(A) Funeral Consumers Alliance, Inc. et al v. Alderwoods Group,
    Inc. et al; In the United States District Court for the
    Northern District of California; Case No. C0501804.

The Funeral Consumers Alliance lawsuit, filed in April 2005 and
served on Alderwoods in May 2005, is a purported class action on
behalf of all persons and entities that have purchased caskets in
the United States.  The lawsuit names as defendants Alderwoods and
four other public companies involved in the funeral or casket
industry.  The plaintiffs allege that the defendants violated
federal and state anti-trust laws by engaging in anti-competitive
practices with respect to sales of caskets and overcharged for
caskets.  The lawsuit seeks injunction, an unspecified amount of
monetary damages and treble damages.  Since the lawsuit is in its
preliminary stages, no discovery has occurred and Alderwoods
cannot quantify its ultimate liability, if any, for the payment of
damages.  Alderwoods believes that the plaintiffs' claims are
without merit and intends to vigorously defend itself in the FCA
Action.

(B) Ralph Fancher et al v. Alderwoods Group, Inc. et al; In the
    United States District Court, Eastern District of Tennessee
    at Greenville; Case No. 2:05CV145.

The Fancher lawsuit, filed and served on Alderwoods in May 2005,
makes claims similar to those made in the FCA lawsuit, purporting
to allege a national class action and seeking relief which would
be essentially duplicative of that sought in the FCA lawsuit.
Since the lawsuit is in its preliminary stages, no discovery has
occurred and Alderwoods cannot quantify its ultimate liability, if
any, for the payment of damages.  Alderwoods believes that the
plaintiffs' claims are without merit and intends to vigorously
defend itself in the Fancher Action.

(C) Richard Sanchez et al v. Alderwoods Group, Inc. et al; In the
    Superior Court of the State of California, for the County of
    Los Angeles, Central District; Case No. BC328962.

The Sanchez lawsuit, filed in February 2005 and served on
Alderwoods in April 2005, seeks to certify a nationwide class on
behalf of all plaintiffs who purchased funeral goods and services
from Alderwoods.  The plaintiffs allege that federal and
California regulations and statutes required Alderwoods to
disclose its mark-ups on all items obtained from third parties in
connection with funeral service contracts and that the failure to
make certain disclosures of markups resulted in breach of contract
and other legal claims.  The plaintiffs seek to recover an
unspecified amount of monetary damages, attorneys' fees, costs and
unspecified "injunctive and declaratory relief."  Since the
Sanchez lawsuit is in its preliminary stages, no discovery has
occurred and Alderwoods cannot quantify its ultimate liability, if
any, for the payment of damages.  Alderwoods believes that the
plaintiffs' claims are without merit and intends to vigorously
defend itself in the Sanchez Action.

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.


AMERICAN AIRLINES: May 2005 Load Factor Up 5 Points From Last Year
------------------------------------------------------------------
American Airlines, the world's largest airline, reported a May
load factor of 78.1 percent -- an increase of 5.0 points compared
to the same period last year.  Traffic grew by 10.0 percent year
over year, while capacity increased by 3.0 percent.

International traffic increased 15.7 percent relative to last year
on 10.0 percent more capacity.  Domestic traffic increased 7.4
percent year over year despite a slight capacity reduction.

American boarded 8.4 million passengers in May.

                     About American Airlines

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's award- winning Web site --
http://www.AA.com/-- provides users with easy access to check and
book fares, plus personalized news, information and travel offers.
American Airlines is a founding member of the oneworld Alliance,
which brings together some of the best and biggest names in the
airline business, enabling them to offer their customers more
services and benefits than any airline can provide on its own.
Together, its members serve more than 600 destinations in over 135
countries and territories.  American Airlines, Inc. and American
Eagle are subsidiaries of AMR Corporation (NYSE: AMR).

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 27, 2005,
Moody's Investors Service commented that the amendments to the
liquidity facilities that provide credit support to American
Airlines, Inc.'s Series 1999-1 Class A1, A2 and B Enhanced
Equipment Trust Certificates would not affect the current ratings
assigned to these certificates.  The current ratings are Baa3 for
the Class A1 and A2 certificates and Ba3 for the Class B
certificates.

As reported in the Troubled Company Reporter on Feb. 28, 2005,
Standard & Poor's Ratings Services placed its ratings on American
Airlines Inc.'s (B-/Stable/--) equipment trust certificates on
CreditWatch with negative implications.  The rating action does
not affect issues that are supported by bond insurance policies.

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

At Dec. 31, 2004, AMR Corp.'s balance sheet shows that liabilities
exceed assets by $581 million.


AMERICAN MEDIA: Moody's Junks $550 Mil. Senior Subordinated Notes
-----------------------------------------------------------------
Moody's Investors Service lowered all ratings of American Media
Operations, Inc.  The ratings affected are:

   * $60 million senior secured revolving credit facility,
     due 2006 -- to B1 from Ba3

   * $3 million senior secured term loan tranche A, due 2006 -- to
     B1 from Ba3

   * $304 million (remaining amount) senior secured term loan
     tranche C, due 2007 -- to B1 from Ba3

   * $133 million senior secured term loan tranche C-1,
     due 2007 -- to B1 from Ba3

   * $150 million 8.875% senior subordinated notes, due 2011 -- to
     Caa1 from B3

   * $400 million 10.25% senior subordinated notes, due 2009 -- to
     Caa1 from B3

   * Senior implied rating -- to B2 from B1

   * Issuer rating -- to B3 from B2

The rating outlook is stable.

The downgrade reflects:

   * the challenges facing the company in its attempts to regain
     market share;

   * a decline in the company's tabloid newsstand circulation;

   * the heavy costs involved in marketing and product
     development; and

   * a significant worsening of the company's financial leverage.

The rating action follows American Media's fourth quarter and
fiscal 2005 earnings release which revealed weaker than expected
results for fiscal 2005, and particularly disappointing EBITDA
results for 4Q05.  Moody's considers that the company's modest
free cash flow generation will not permit any meaningful reduction
in debt and that it will be unlikely to reduce its debt level
below seven times EBITDA before the end of fiscal 2006.  Moody's
considers that management's product repositioning initiatives may
yield longer term value to equity holders, however, the cost of
these initiatives has worsened the company's financial profile,
which has resulted in a request for covenant relief from its
lenders.

According to Moody's calculations, American Media's 4Q05 revenues
and EBITDA declined by 6% and 36% respectively over the prior
year.  For the full year 2005, revenues improved by 4%, however,
American Media's EBITDA declined by 15% over 2004.  Based upon
total debt of approximately $970 million (recorded at the end of
December 2004), Moody's estimates that American Media's leverage
has increased to 7.5 times which is beyond the parameters of a B1
senior implied rating.

At the end of March 2005, American Media recorded adequate
liquidity of $69 million, largely represented by undrawn
availability under a $60 million revolving credit facility.
Moody's considers that the company is dependent upon the proposed
amendment in order to avoid covenant breach.  The proposed
amendment will represent the third modification of financial
covenants since January 2003.

In the face of declining newsstand circulation of its weekly
titles and market share losses, American Media has embarked on a
number of product repositioning initiatives, most notably a re-
launch of Star and National Enquirer, as well the launch of new
titles, including Celebrity Living and SLY.

After an initial post launch rally, newsstand sales of Star
magazine have dipped below 900 thousand during the most recent two
quarters.  A substantial growth in its subscriber count during
fiscal 2005 has compensated for this decline and has provided
resilience to Star's rate base.  Nonetheless, subscription copies
are priced at a substantial discount to newsstand pricing (99
cents vs. $3.29) and provide for relatively poor circulation-based
profitability.  While Star's new format has attracted significant
interest from mainstream retailers, the growth in Star's
advertising dollars has been slower than anticipated.

The re-launch of National Enquirer (commenced in April 2005) and
other new launches, including Celebrity Living and SLY magazines
are too recent to demonstrate any meaningful success.

Although market circulation of celebrity news magazines continues
to enjoy solid growth, Star, National Enquirer and Globe compete
for readership of not dissimilar stories covered by:

   * People (Time Warner),
   * In Touch (Wenner),
   * US Weekly (Bauer), and
   * Entertainment Weekly (Time Warner).

The company faces further competition from new celebrity news
magazine entrants, including:

   * Inside TV (Gemstar) and
   * OK magazine (Northern & Shell).

American Media's senior secured credit facility is notched up from
the senior implied rating in recognition of the coverage provided
to secured lenders through a pledge of stock and assets.  The Caa1
rating of the subordinated notes underscores Moody's view that
holders of the subordinated notes face less certain recovery
prospects in a distress scenario.

Ratings lift could result from a sustained recovery in newsstand
sales of Star, success in other re-launch initiatives, and
stronger advertising sales.  Ratings could be further pressured
by:

   * a failure to stem general circulation declines;

   * an inability to replace circulation revenue losses with
     advertising dollars; and

   * a loss of market share to an expanding number of rivals.

Headquartered in Boca Raton, Florida, American Media Operations is
a leading publisher of consumer magazines.  The company recorded
sales of $517 million for the fiscal year ending March 2004.


AMERICAN MEDIA: Poor Performance Prompts S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc., including lowering the corporate credit
rating to 'B' from 'B+'.  The outlook is now stable.

The Boca Raton, Florida-based publisher had total debt of slightly
under $1 billion as of March 31, 2005.

"The rating action reflects the decline in fiscal fourth-quarter
operating performance, eroding tabloid circulation and
profitability, increased competition in the celebrity magazine
market niche, and rising debt leverage," said Standard & Poor's
credit analyst Hal F. Diamond.

EBITDA declined 31% in the fiscal fourth quarter ended March 31,
2005, despite tabloid cover price increases.  This result
reflected declining tabloid circulation and market share,
investments to relaunch Star magazine, and one less issue of the
company's weekly publications compared with the fourth quarter of
fiscal 2004.  Newsstand sales of the core National Enquirer
property and the company's other tabloid publications fell a total
of 10% in the fiscal year then ended, reflecting increased
competition from lower priced publications focusing on celebrity
journalism.

The ratings on American Media also reflect high business risk
resulting from the ongoing erosion in newsstand circulation of the
company's tabloid publications and the company's somewhat limited
operational diversity.  Over the past two years, cover price hikes
and a modest increase in advertising revenues have failed to
offset declining tabloid circulation.  American Media's ability to
stem circulation declines is doubtful, especially given its small
subscriber base; its aggressive cover price increases; and the
long-term circulation decline resulting from increased competition
from other publications, TV and radio programs, and Web sites
focusing on celebrity news.

Performance of the company's Weider health and fitness special-
interest magazine titles, acquired in 2003, has been relatively
stable, though these titles also face increased competition.  The
company has attempted to broaden its business base by introducing
new publications, but diversifying internally has not yet improved
profitability.

American Media has made significant investments to relaunch Star
magazine, the company's second-largest publication.  Star was
nationally relaunched as a glossy magazine from a tabloid
newspaper in April 2004.  The company's goal is to increase the
appeal of Star to a younger audience with higher income levels by
refocusing content and format.  American Media also increased the
newsstand cover price nationally by 10%, to $3.29, and has
achieved modest success in increasing subscription levels.  The
company is seeking to increase national advertising, which
historically has not been a significant component of revenue for
Star.  However, Star's profitability declined in fiscal 2005
because the increase in advertising revenues did not offset
increased production costs.

The stable outlook reflects Standard & Poor's expectation that the
company will amend its credit agreement in a timely manner and
have sufficient covenant cushion.  However, a continued increase
in debt leverage and decline in profitability over the near term
would likely result in an outlook revision to negative.  We would
consider revising the outlook to positive over the intermediate
term if the company is able to successfully reposition Star,
improve overall profitability, lower debt leverage, and establish
an appropriate margin of covenant compliance.


AMES DEPARTMENT: Revenue Mgt. & ASM Capital Acquire $800K Claims
----------------------------------------------------------------
Inna Donkin of Liquidity Solutions Inc., doing business as
Revenue Management, informs the Court that Revenue Management
acquired a $504,096 administrative claim from Xerox Capital
Services, LLC.

ASM Capital, LP, acquired two claims from:

   Creditor                           Claim No.    Claim Amount
   --------                           ---------    ------------
   Allure Home Creation Co., Inc.        5173        $321,472

   SAE International Bags &
   Accessories d/b/a Rugged Equipment    6553          37,895

As reported in the Troubled Company Reporter on April 26, 2005,
claim traders Alternative Finance Inc., Capital Advisors, Capital
Investors LLC, KT Trust and Liquidity Solutions, Inc., doing
business as Capital Markets and Revenue Management, which acquired
ownership of certain allowed administrative expense claims
aggregating $2,624,963, pressed for the full payment of the
administrative claims.

The Debtors' suspended payment of the claims to ensure that
adequate funds are available to treat the holders of the claims
equally.  Pursuant Section 2.1 of the Debtors' Chapter 11 Plan,
the Debtors will pay 100% of the allowed administrative expense
claims.  In the Disclosure Statement accompanying the Plan, the
Debtors concede that there are adequate funds available to pay all
holders of allowed administrative expense claims in full.

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)


ANDRE TATIBOUET: Committee Wants to Hire Jerrold Guben as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Andre
S. Tatibouet's case asks the U.S. Bankruptcy Court for the
District of Hawaii for permission to employ Jerrold K. Guben of
Reinwald O'Connor & Playdon LLP, as its legal counsel, effective
May 3, 2005.

Jerrold Guben will:

   a) give the Committee legal advice with respect to its duties
      and powers in the Debtor's chapter 11 case;

   b) assist the Committee in its investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor, the operation of the Debtor's business and the
      desirability of the continuance of business, and any
      other matters relevant to the foregoing;

   c) assist the Committee in the formulation, evaluation,
      implementation and modification of one or more plans of
      reorganization that may be proposed by the Debtor, the
      Committee, or any other entity, and all other matters
      arising from or related to plans including disclosure
      statements, voting and confirmation issues;

   d) assist the Committee in requesting the appointment of a
      chapter 11 or chapter 7 trustee, or examiner, should action
      become necessary; and

   e) perform other legal services as may be necessary or
      appropriate and in the interests of the unsecured creditors
      in the Debtor's bankruptcy case.

The Debtor will compensate Jerrold Guben's professional fee for
$250 per hour.

Reinwald O'Connor & Playdon LLP assures the Court that it does not
represent any interest adverse to the Debtor's estate or the
Committee.

Andre S. Tatibouet owns the 246-room Coral Reef Hotel in Hawaii.
He also has a 4.8% interest in SWVP Keauhou, LLC, owner of the
Keauhou Beach Hotel, and an 80% ownership interest in American
Motel Acquisition Company, LLC, which has an ownership interest in
14 hotels and motels on the mainland.  He filed for chapter 11
protection on April 5, 2005 (Bankr. D. Hawaii Case No. 05-00829).
James A. Wagner, Esq., at Wagner Choi & Evers, represents Mr.
Tatibouet.   When Mr. Tatibouet filed for protection from his
creditors, he estimated $38,000,000 in assets and $50,000,000 in
debts.


ATA AIRLINES: Lease Decision Period Hearing Set for July 7
----------------------------------------------------------
Pursuant to Section 365(d)(4) of the Bankruptcy Code, ATA
Airlines, Inc. and its debtor-affiliates ask Judge Lorch to extend
their deadline to assume, assume and assign or reject unexpired
non-residential property leases to the earlier of August 22, 2005,
or the date of confirmation of a plan of reorganization.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, informs the Court that the Debtors have not yet had
adequate time to fully analyze the Leases.  The Debtors' decision
with respect to each Lease depends in large part on whether the
location will play a future role under their reorganization plan.
However, at this early stage in the Chapter 11 cases, the Debtors
do not know the exact contours of their Plan and which of the
Leases the Plan will necessitate the Debtors to assume, assume and
assign, or reject.

                          *     *     *

The hearing on the Debtors' request is scheduled for July 7,
2005.  Since the present Lease Decision Period expires on July 5,
Judge Lorch issues a bridge order extending the Debtors' Lease
Decision Period until the date the Court rules on the request.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATHLETE'S FOOT: Has Exclusive Right to File Plan Until August 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Athlete's Foot Stores, LLC, and
Delta Pace, LLC, have the exclusive right to file a chapter 11
plan to August 8, 2005.  The Court also gave them exclusive right
to solicit acceptances of a plan until October 7.

The Debtors reminded the Court that their efforts are focused on
liquidating their assets.  The Debtors also told the Court that
they need more time to analyze the claims filed and make
meaningful disclosure about the claims against their estates.

Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors.  When the Company filed for
protection from its creditors, it listed total assets of
$33,672,000 and total debts of $39,452,000.


BANCWEST CORP: Fitch Holds BB+ Rating on CFB Subordinated Debt
--------------------------------------------------------------
Fitch Ratings has affirmed all of the ratings of BancWest
Corporation and its affiliates following the announcement that its
bank subsidiary, Bank of the West, has entered into an agreement
to buy Commercial Federal Corporation.  The Rating Outlook for BWE
and its affiliates remains Stable.  At the same time, Fitch has
revised the Rating Watch on CFB to Positive from Negative, while
placing the bank subsidiary, Commercial Federal Bank, on Rating
Watch Positive.

The definitive agreement announced Tuesday calls for Bank of the
West to purchase CFB in a cash transaction valued at $1.36 billion
and is expected to close during fourth-quarter 2005 (4Q'05), at
which time the CFB franchise will be merged with Bank of the West.
The acquisition loosely fits with BWE's strategy to develop its
franchise in the Western United States, while further expanding
its network into the Midwest.

The acquisition is expected to generate moderate cost savings and
BWE should realize revenue benefits through offering its
relatively broader product line to a larger customer base.  That
said, Fitch does expect BWE to make meaningful investments into
the CFB franchise, as CFB has been struggling with performance
issues for sometime.

The transaction, which will be financed in conjunction with
support of its parent company, BNP Paribas, will add goodwill to
BWE's books, which is already burdened by a significant level of
intangibles.  Fitch is cautious regarding the capital structure of
the U.S. holding company; however, some of the concerns regarding
its weak tangible capital base are allayed by the implied support
of BNP.  Nonetheless, weakening of the holding company's capital
base will put pressure on its individual rating.

Fitch's view toward the differences in the capitalization of the
holding company and the bank subsidiaries, which are considered
sound, is reflected in the Individual ratings of the respective
companies.  It should be further noted that the long-term and
short-term ratings of BWE reflect the support of its highly rated
('AA/F1+') parent company.

Separately, Fitch believes that the proposed transaction is a
positive for CFB investors, as CFB becomes part of a larger
franchise that is supported by a highly rated global banking
company in BNP.  For this reason, CFB's ratings are likely to be
equalized with those of BWE resulting in CFB's ratings being
upgraded several notches when the transaction closes.  Prior to
this announcement, Fitch had placed CFB's long- and short-term
ratings on Rating Watch Negative in March 2005.

Ratings affirmed by Fitch:

   BancWest Corporation

     -- Senior long-term 'AA-';
     -- Senior short-term 'F1+';
     -- Individual 'B/C';
     -- Support '1'.

   Bank of the West

     -- Long-term deposits 'AA-';
     -- Senior long-term 'AA-';
     -- Short-term deposits 'F1+';
     -- Senior short-term 'F1+';
     -- Individual 'B';
     -- Support '1'.

   First Hawaiian Bank

     -- Long-term deposits 'AA-';
     -- Senior long-term 'AA-';
     -- Short-term deposits 'F1+';
     -- Senior short-term 'F1+';
     -- Individual 'B';
     -- Support '1'.

   CFB Capital Trust III & IV

     -- Trust preferred 'A+'.

   Community First National Bank

     -- Long-term deposits 'AA-'.

Fitch has revised the Rating Watch on the following ratings to
Positive from Negative:

   Commercial Federal Corporation

     -- Senior long-term 'BBB-';
     -- Senior short-term 'F3'.

Fitch has also placed the following ratings on Rating Watch
Positive:

   Commercial Federal Corporation

     -- Individual 'C';
     -- Support '5'.

  Commercial Federal Bank

     -- Long-term deposits 'BBB';
     -- Senior long-term 'BBB-';
     -- Subordinated debt 'BB+';
     -- Short-term deposits 'F3';
     -- Senior short-term 'F3';
     -- Individual 'C';
     -- Support '5'.


BELLAIRE GENERAL: Sec. 341 Meeting of Creditors Set for July 14
---------------------------------------------------------------
Janet S. Casciato-Northrup, the chapter 7 trustee overseeing the
liquidation of Bellaire General Hospital, L.P., will convene a
creditors meeting at 9:30 a.m. on July 14, 2005, in Suite 3401,
515 Rusk Avenue, in Houston, Texas.

This is the first meeting of creditors after the Debtor's chapter
11 case has been converted to a chapter 7 liquidation proceeding.
Janet S. Casciato-Northrup is the newly appointed chapter 7
trustee.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.  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.


BI-LO LLC: Moody's Rates $345MM Senior Secured Term Loan B at B1
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to BI-LO, LLC's
$75 million senior secured revolving credit facility maturing 2010
and to its $345 million senior secured term loan B maturing 2011,
and assigned a senior implied rating of B1.  This is the first
time that Moody's has rated the debt of BI-LO, LLC.  The rating
outlook is stable.

First-time ratings assigned:

   * Senior implied rating at B1;

   * $75 million senior secured revolving credit facility maturing
     2010 at B1; and

   * $345 million senior secured term loan B maturing 2011 at B1.

The ratings take into account BI-LO, LLC's January 2005
acquisition by affiliates of Lone Star Funds from Ahold N.V. in a
transaction valued at approximately $588 million.  The transaction
was initially funded with cash equity and a bridge loan.  This
permanent capital structure will consist of the $345 million term
loan, $93 million in sale/leaseback proceeds, and $150 million in
equity from Lone Star.  The transaction value represents a
multiple of roughly 2.5 times pro forma adjusted LTM EBITDA.  On a
lease adjusted basis, initial pro forma leverage is roughly 4.8x.

BI-LO, LLC presently operates 426 grocery stores under the
Bruno's, Bi-Lo, and FoodSmart banners in the southeastern U.S.,
with a concentration in North and South Carolina and Alabama.
Once announced divestitures of non-core stores are completed in
early 2006, BI-LO, LLC will consist of 310 stores, with 232
operated under the Bi-Lo banner, and 78 operated under the Bruno's
and FoodSmart banners.

A key rating consideration is the number one or number two market
position currently held by BI-LO, LLC in 9 of its 13 principal
markets as well as the relatively low leverage due to the
reasonable purchase price paid by Lone Star for the two primary
franchises balanced by today's fiercely competitive operating
environment in the supermarket industry and the separation risk
from Ahold.  Moody's notes that while Wal-Mart's presence is a key
factor, both Bi-Lo and Bruno's banners have been competing
effectively, with the immediate Wal-Mart competitive situation
perhaps tempering in their region.  Other competitors include:

   * Winn-Dixie, which is operating in Chapter 11,
   * Ingles,
   * Food Lion,
   * Publix,
   * Harris-Teeter, and
   * Kroger.

While the Bruno's stores are relatively old and will need almost
immediate refurbishment, the required capital expenditures
necessary can easily be covered out of forecasted cash flows.

The stable outlook reflects Moody's expectation that the business
will continue to run smoothly during the expected transitions that
need to occur, i.e., store closures and divestitures, sale of
distribution centers and retail stores to C&S, split from parent's
systems, etc. with little negative impact on revenues or operating
margins.

The B1 rating of the bank credit facility recognizes its minimal
asset coverage balanced by its favorable position in the capital
structure, with the $150 million in cash equity providing
reasonable cushion.  Assuming a fully-drawn revolver, a modest
enterprise value multiple of slightly over 2 times LTM EBITDA
would be required for full repayment.  The facilities are
guaranteed by all current and future direct and indirect
subsidiaries, and are secured by all assets and a pledge of stock.
The contractual term loan amortization is nominal at 1% per year,
with a bullet at maturity; however, the bank deal requires a 50%
excess cash flow sweep.

Prospectively, upward rating pressure would occur once the various
separation and divestitures have been completed in an orderly
manner and the company demonstrates the ability to perform as an
independent entity, with positive comp store sales plus an
improved operating margin, as well as maintain its present
competitive position.  Specifically, the key quantitative measure,
Adjusted Debt/EBITDAR, would need to reduce below 4.25x for
Moody's to consider an upgrade.  Conversely, if the separation
process does not go smoothly and negatively impacts operating
performance or competitive position resulting in Adjusted
Debt/EBITDAR exceeding 5.5x, downward rating pressure would be
generated.

BI-LO, LLC, headquartered in Mauldin, SC, is a leading regional
grocery store chain, presently operating 426 grocery stores under
the:

   * Bi-Lo,
   * FoodSmart,
   * Bruno's,
   * Food World, and
   * Food Fair banners in the southeastern United States.


BISYS GROUP: Lenders Waive Default Under Senior Unsec. Loan
-----------------------------------------------------------
BISYS obtained a consent and waiver from the lenders under its
Senior Unsecured Credit Facility.  The consent and waiver relates
to the default under the Credit Facility that occurred when the
Company was unable to file on a timely basis its Form 10-Q for its
third fiscal quarter ended March 31, 2005, and to deliver the
related compliance certificate for that fiscal quarter.  The
filing of this quarterly report is being delayed pending
completion of the previously disclosed investigation being
conducted by the Company's Audit Committee.

Under the terms of the consent and waiver, the cure period for the
default with respect to the filing of the aforementioned Form 10-Q
and the delivery of the related compliance certificate has been
extended to Aug. 1, 2005.  In addition, the Company has agreed
that it will not request additional credit extensions under the
Credit Facility (except for renewals of outstanding letters of
credit) during the extension period.

The Company believes that its operating cash flows and cash on
hand will be sufficient to support its near term working capital
and other cash requirements, and that additional credit under the
Credit Facility will not be necessary through the extension date.

                      The Credit Agreement

On March 31, 2004, THE BISYS GROUP, INC., as Borrower, entered
into a CREDIT AGREEMENT with:

    * BANK OF NEW YORK, individually, as Issuing Bank, as
         Swingline Lender and as Administrative Agent;
    * FLEET NATIONAL BANK, individually and as Documentation
         Agent;
    * JPMORGAN CHASE BANK, individually and as Documentation
         Agent;
    * SUNTRUST BANK, individually and as Documentation Agent;
    * WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as
         Documentation Agent;
    * KEYBANK NATIONAL ASSOCIATION;
    * PNC BANK, NATIONAL ASSOCIATION;
    * THE BANK OF NOVA SCOTIA;
    * SCOTIABANC INC.;
    * US BANK, N.A.;
    * ALLIED IRISH BANKS, PLC;
    * FIFTH THIRD BANK (CENTRAL OHIO);
    * UFJ BANK LIMITED;
    * SUMITOMO MITSUI BANKING CORPORATION; and
    * WELLS FARGO BANK, NATIONAL ASSOCIATION.

Lawyers at Bryan Cave LLP in New York represents the Lenders.

The $400 million facility contains a $300 million revolving line
of credit facility and a $100 million term loan. The facility,
which expires March 31, 2008, supports working capital
requirements, repurchases of the Company's common stock, and the
funding of future acquisitions.  The facility is guaranteed by
certain subsidiaries of The BISYS Group, Inc.

The Company also has $300 million of 4% convertible subordinated
notes due March 2006 outstanding.

                          About BISYS

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements.  Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients.  Headquartered in New York, BISYS generates
more than $1 billion in annual revenues worldwide.


BONUS STORES: William Kaye Has Until Aug. 16 to Object to Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
William Kaye -- the Liquidating Agent appointed to administer the
confirmed chapter 11 Plan of Bonus Stores, Inc. -- further
extension, through and including Aug. 16, 2005, to object to
proofs of claim filed against the Debtor's estate.

The Court confirmed the Debtor's First Amended Liquidating Plan of
Reorganization on Sept. 1, 2004, and the Plan took effect on
Sept. 20, 2004.

Pursuant to the Plan, the Liquidating Agent is vested with the
authority to object and settle claims on behalf of the Debtor.

Mr. Kaye explains that since the Plan's Effective Date, he has
filed objections against a majority of claims that he disputes and
he is still negotiating to consensually resolve those disputed
claims.

Mr. Kaye is also continuing his review of the claims against the
Debtor's books and records in an attempt to ensure that any claims
that may be subject of an objection are objected to properly.

Mr. Kaye relates that while he has made every effort to ensure
that any claim that has a basis for objection was included in the
Omnibus Objections he submitted with the Court, the extension is
necessary to ensure that all of those claims have been the subject
of an objection.

The extension is also necessary so Mr. Kaye can:

   1) reconcile the Orders previously entered by the Court that
      dispose of a substantial number of claims that were subject
      to 14 of the 15 omnibus objections to claims;

   2) review any remaining claims and file any additional
      objections to claims; and

   3) notice all outstanding claims objection to be heard before
      the Court in order to complete the claims objection process.

Headquartered in Columbia, Mississippi, Bonus Stores, Inc.,
operated a chain of over 360 stores in 13 Southeastern states
offering everyday deep discount prices on basic everyday items.
The Company filed for chapter 11 protection on July 25, 2003
(Bankr. Del. Case No. 03-12284).  Joel A. Waite, Esq., at Young
Conaway Stargatt & Taylor, LLP represents the Debtor.  When the
Company filed for protection from its creditors, it estimated
assets and debts of more than $100 million.  Bonus Stores, Inc.
(fka Bill's Dollar Stores) declared its First Amended Liquidating
Chapter 11 Plan effective on September 20, 2004.  William Kaye is
the Liquidating Agent under the Debtors' confirmed Plan.  Edward
J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor, LLP
represents the Liquidating Agent.


BOYD GAMING: Good Performance Prompts S&P's Positive Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
casino operator Boyd Gaming Corp. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB' corporate
credit rating.  Total debt outstanding was approximately
$2.26 billion at March 31, 2005.

"The outlook revision reflects Boyd's solid operating performance
over the past several quarters, which has resulted in pro forma
credit measures that have exceeded our previous expectations,"
said Standard & Poor's credit analyst Michael Scerbo.

In addition, with the positive operating momentum expected to
continue during the intermediate term, credit measures are likely
to remain at a level that Standard & Poor's views would be
appropriate for a higher rating, despite the potential for a
significant increase in capital spending associated with the
commencement of a re-development of the Stardust during this
period.

More specifically, given Boyd's satisfactory business profile and
expected free cash flow generation, Boyd is likely to be able to
achieve its development goals while maintaining total debt to
EBITDA in the 4.0x-4.5x range (adjusted for operating leases).
However, an upgrade is not likely to be considered until Standard
& Poor's has an opportunity to fully evaluate Boyd's plans
relative to the Stardust.

Although Boyd's satisfactory business position may be supportive
of an investment-grade rating over a longer time horizon,
management's active growth strategy is likely to limit material
improvement in its overall financial profile from current levels.
Thus, its rating is likely limited to high speculative-grade over
the intermediate term.


BUEHLER FOODS: Committee Taps Otterbourg Steinder as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buehler Foods,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of Indiana for permission to employ
Otterbourg, Steindler, Houston & Rosen, P.C., as its counsel.

Otterbourg Steinder is expected to:

   1) assist and advise the Committee in its consultation with the
      Debtors in the administration of their chapter 11 cases and
      in the examination and analysis of the conduct of the
      Debtors' affairs;

   2) assist the Committee in the review, analysis, negotiation
      and preparation of any proposed plan of reorganization and
      an accompanying disclosure statement

   3) take all necessary action to protect and preserve the
      Committee's interests, including the prosecution of actions
      on its behalf, negotiations concerning all litigation in
      which the Debtors are involved, and review and analyze
      claims filed against the Debtors' estates;

   4) prepare on behalf of the Committee all necessary motions,
      applications, answers, orders, reports and papers in support
      of positions taken by the Committee;

   5) appear before the Bankruptcy Court, the Appellate Courts and
      the U.S. Trustee to protect the interests of the Committee
      before those Courts and the U.S. Trustee; and

   6) perform all other legal services to the Committee that
      necessary in the Debtors' chapter 11 cases.

Scott L. Hazan, Esq., a Member at Otterbourg Steinder, is the lead
attorney for the Committee.

Mr. Hazan reports that Otterbourg Steinder's professionals bill:

      Designation                      Hourly Rate
      -----------                      -----------
      Partners & Counsel               $450 - $695
      Associates                       $240 - $495
      Paralegals & Legal Assistants    $175 - $185

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

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


CAESARS ENTERTAINMENT: Moody's Upgrades Senior Sub. Notes to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Caesars Entertainment Inc.'s
senior unsecured rating to Baa3.  Caesars Entertainment was
acquired by Harrah's Entertainment Inc. on June 13, 2005.  As a
result, Caesars merged into Harrah's Operating Company Inc. with
HOC as the surviving entity which assumed Caesars public debt
obligations.

Moody's rating action assumes that HET will guaranty each series
of Caesars notes outstanding if Caesars bondholders representing a
majority in aggregate principal amount of each and all series of
bonds outstanding approve the consent and solicitation to amend
the reporting covenants in the applicable indentures.  If HET does
not receive the required consents, the guarantee will not be
provided.  In this case, Moody's would downgrade Caesars bond
ratings by one notch to reflect the structural subordination of
Caesars debt relative to HOC's debt that is guaranteed by HET.
This completes the review of Caesar's ratings that commenced on
July 15, 2004.

Ratings upgraded:

   * Sr. unsecured notes to Baa3 from Ba1. (to be guaranteed
     by HET)

   * Sr. subordinated notes to Ba1 from Ba2. (to be guaranteed by
     HET on a subordinate basis)

Ratings upgraded and to be withdrawn

   * Long-term issuer rating to Baa3 from Ba1.
   * Senior implied rating to Baa3 from Ba1.
   * Sr unsecured shelf to (P) Baa3 from (P) Ba1.
   * Subordinated shelf to (P) Ba1 from (P) Ba2.
   * Preferred shelf to (P) Ba2 from (P) Ba3.

Caesars Entertainment Inc. is a diversified gaming company that
was acquired by HET on June 13, 2005.


CATHOLIC CHURCH: Court Appoints Gayle Bush as Spokane Claims Rep.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
appoints Gayle E. Bush as legal representative for Unknown Tort
Claimants in the Diocese of Spokane's Chapter 11 case.

Mr. Bush is authorized to:

   -- advocate the legal position of the Unknown Tort Claimants
      in any proceeding before the Court or in any appellate
      court, including, but not limited to, proceedings
      concerning the claims bar date, the filing of proofs of
      claim by or for Unknown Tort Claimants, and the filing of
      ballots by or for Unknown Tort Claimants;

   -- file pleadings and present evidence, as necessary, on
      issues affecting the Unknown Tort Claimants; and

   -- take all other actions as are reasonably necessary and
      appropriate to represent the interests of Unknown Tort
      Claimants.

The Unknown Tort Claimants refer to:

   (a) the Causal Link Claimants -- those persons who know that
       they had an incident of sexual contact or touching, sexual
       abuse, or sexual misconduct by an alleged agent of the
       Diocese while the claimant was a minor yet, prior to any
       claims bar date established in the Chapter 11 case, and
       fail to make the connection between the incident and
       injuries arising from the incident;

   (b) the Category b Claimants -- those persons who, prior to
       any claims bar date established in the Chapter 11 case,
       had not discovered or could not have reasonably discovered
       that, as a minor, they had an incident of sexual contact
       or touching, sexual abuse, or sexual misconduct by an
       alleged agent of the Diocese; and

   (c) the Minors -- those persons who did not reach the age of
       18 prior to any claims bar date established in the Chapter
       11 case, who have claims for sexual abuse by an alleged
       agent of the Diocese.

Mr. Bush will participate in the Chapter 11 case on the same basis
as a professional person employed under Section 327 of the
Bankruptcy Code, with compensation to be paid on an hourly basis.
He may, on the same basis as a trustee or examiner, employ experts
and other professional persons as may be reasonable and necessary
to carry out his duties as the Unknown Claims Representative.

Nothing in the Order will constitute a finding that (i) any
creditor necessarily qualifies as an Unknown Tort Claimant, or
(ii) any Unknown Tort Claimants actually exist.  The Order is
without prejudice to Spokane or any party-in-interest to challenge
the validity of any theory -- medical, legal or otherwise --
associated with the claims held by Causal Link Claimants or
Category b Claimants.

As previously reported in the Troubled Company Reporter on April
13, 2005, Spokane asked Judge Williams to appoint an unknown
claims representative to (i) make appearances, (ii) file
pleadings, (iii) file claims, and (iv) take other actions or
perform other duties as the Court may authorize, on behalf of
Unknown Tort Claimants and those persons with Tort Claims who have
not reached the age of 18.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Exclusive Periods Hearing Set for Aug. 1
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
April 13, 2005, Spokane asked the U.S. Bankruptcy Court for the
Eastern District of Washington to extend the period within which
it has the exclusive right to file a plan until January 6, 2006,
and the exclusive right to solicit acceptance of the plan until
March 10, 2006.

*   *   *

Judge Williams continues the hearing on the Diocese of Spokane's
request to August 1, 2005, at 1:30 P.M., in open court.

Judge Williams directs the Diocese's counsel to:

   * notify no later than July 22, 2005, parties-in-interest if
     witnesses will be called to testify; and

   * exchange no later than July 27, 2005, witness and exhibit
     lists.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEDU EDUCATION: Keen Realty to Market Three School Campuses
-----------------------------------------------------------
George L. Miller, the interim chapter 7 Trustee overseeing the
liquidation of CEDU Education Inc. and its debtor-affiliates,
retained Keen Realty, LLC, to market the company's private schools
in California, Idaho, and Vermont.

The Running Springs, Calif., Bonners Ferry, Idaho, and Naples,
Idaho, schools were recently closed, while the Sutton, Vt., school
is still operating.  The schools provided alternative educational
programs in an alternative setting for at-risk students, including
those with special education needs.  Their programs offered a
proven, safe alternative that fully integrated academic,
therapeutic, emotional growth and adventure learning.

"These properties represent excellent opportunities for turn-key
campuses or redevelopment," said Harold Bordwin, Keen Realty's
President.  "The properties all have significant acreage and are
in unique locations.  We anticipate signing stalking horse
contracts quickly, then auctioning the properties for higher and
better offers," Mr. Bordwin added.

The Running Springs, California property is located in the San
Bernardino mountain area and offers spectacular views of the
valley.  There are 18 buildings on the property with a total
square footage of 56,165+/- on 69.9+/- acres.  The current zoning
is planned development and single family residential.  Additional
amenities include soccer fields, volleyball, racquetball, and
basketball courts, and a 60' x 30' pool.

Bonners Ferry and Naples, Idaho are made up of 2 separate campuses
with four academies.  Bonners Ferry's Rocky Mountain Academy
consists of 19 buildings totaling 96,377+/- square feet.  Bonners
Ferry's Boulder Creek Academy consists of 21 buildings totaling
52,490+/- square feet.  The Bonners Ferry campus is situated on
119+/- acres.  The Naples Ascent Wilderness School consists of 24
structures totaling 21,896+/- square feet.  The Naples Northwest
Academy consists of 18 buildings totaling 33,149+/- square feet.
The Naples campus is situated on 328+/- acres.

Sutton, Vermont is a currently operating private school with 19
buildings totaling 57,880+/- square feet on 300+/- acres.  Located
in a serene New England town with rolling hills, this campus
features a full theater, 2-story art studio, dance studio,
photography lab, student center, and maple sugaring house.

For over 22 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses.  Keen Consultants, a leader in identifying
strategic investors and partners for businesses, has consulted
with thousands of clients nationwide, evaluated and disposed of
over 1,723,300,000 square feet of properties and repositioned more
than 18,400 properties across the country. Recent clients include:
Spiegel/Eddie Bauer, Arthur Andersen, Service Merchandise,
Warnaco, Cable & Wireless, Fleming, Pillowtex, Parmalat, FOL
Liquidation Trust (former Fruit of the Loom facilities) and
financial institutions like JP Morgan Chase and CIBC.

Headquartered in Sandpoint, Idaho, CEDU Education Inc. --
http://www.cedu.com/-- operates schools offering programs for
troubled teenagers.  The Debtor, along with its affiliates filed
for chapter 7 petitions on March 25, 2005 (Bankr. D. Del. Case
Nos. 05-10841 through 05-10865).  Daniel B. Butz, Esq., at Morris,
Nichols, Arsht & Tunnell represents the Debtors.  When the Debtor
filed for protection from its creditors, it estimated $10 million
in assets and $50 million in debts.


CHAPARRAL STEEL: Moody's Rates $150 Mil. Credit Facility at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Senior Implied rating to
Chaparral Steel Company, a B1 rating to Chaparral's guaranteed
senior unsecured notes, a Ba2 rating to its $150 million
guaranteed secured revolving credit facility, and a speculative
grade liquidity rating of SGL-2.

This is the first time Moody's has rated Chaparral, which is the
company formed from Texas Industries, Inc.'s tax-free spin-off to
shareholders of its steel making assets.  Proceeds from the notes
offering combined with $50 million of bank borrowings will be used
to finance a cash distribution of $341 million to TXI.  The
ratings assume that the transaction will close in the amounts and
along the terms as presented.  The rating outlook is stable.

The B1 Senior Implied rating considers:

   * Chaparral's operating loss history as a business unit of TXI;

   * its underutilized and less profitable Virginia mill;

   * the competitive nature of the structural steel markets in
     North America; and

   * the ongoing threat of price erosion from imported steel.

However, the rating acknowledges:

   * Chaparral's position as the second largest producer of
     structural steel products in North America;

   * its relatively low-cost mini-mill platform; and

   * the moderate level of leverage that it will have at
     inception.

The rating also reflects Moody's expectation that the company will
be cash generative over the next twelve to fifteen months despite
current weakening in steel prices generally, reflective of
Chaparral's position in the structural market and SBQ markets.
The long-term maturity profile and absence of significant labor,
environmental or other off-balance sheet liabilities are further
positive rating considerations.

The stable outlook reflects the continued acceptable environment
in the North American steelmaking industry, despite recent
contraction from the volume and price highs experienced in
calendar year 2004, and the likelihood that Chaparral's operating
and earnings performance over the next 12-15 months should
continue to be sound given continued pricing strength in
structural steel, improved non-residential construction spending,
and positive performance and pricing in the steel bar market.

The outlook also anticipates that Chaparral will continue to be
able to contain margin pressure from rising raw material costs
(scrap and energy) through surcharges and/or price increases.
Although Moody's anticipates that steel pricing will continue to
ease for the balance of 2005, we would expect Chaparral to
generate minimum EBITDA in the $90 million range in its fiscal
year ending May 2006, which would imply pro-form leverage, as
measured by the debt/EBITDA ratio, of 3.8.

Given Moody's expectation that we have seen the peak of the steel
cycle, an upgrade or change to positive outlook is unlikely over
the next fifteen months.  Deleveraging and the ability to
demonstrate free cash flow (operating cash flow minus maintenance
capital expenditures) during more challenging steel times,
together with improved product mix, utilization rates and
profitability at the Virginia mill would be necessary for an
upgrade to be considered.  The outlook could face downward
pressure should the primary end-market of non-residential
construction spending weaken materially, thereby reducing pricing
and shipments, which are key variables given the high fixed costs
of Chaparral's operations, or should the company need to increase
debt to cover operating losses.

These ratings were assigned:

   1) B1 Senior Implied Rating

   2) B1 - $200 million guaranteed senior fixed rate notes
      due 2013

   3) B1 - $100 million guaranteed senior floating rate notes
      due 2012

   4) Ba2 - $150 million guaranteed senior secured revolving
      credit facility

   5) SGL-2 -- speculative grade liquidity rating

The B1 senior implied rating reflects both the industry specific
business environment Chaparral operates in as well as the
operating profile of its asset base.  The steel industry in North
America remains highly cyclical and subject to imports despite the
apparent discipline achieved through consolidation in recent
years.  Chaparral, competing in the structural steel segment,
effectively holds the second largest position in a niche sector
dominated by three producers, which includes Nucor and Steel
Dynamics.

Operating from its two primary steelmaking locations in Texas and
Virginia, Chaparral shipped approximately 2.1 million tons of
steel in the year ended May 31, 2004, and 1.3 million tons for the
nine months to February 28, 2005, more than 75% of which was
considered structural.  Given its high concentration of structural
products, performance is largely influenced by non-residential
construction demand in the U.S.

Moody's expects that Chaparral will continue to benefit from the
current favorable pricing environment for steel products and
continued improvement in fundamentals in the non-residential
construction industry.  Chaparral's strategy includes expanding
product offerings and markets served and it has recently made
inroads into the sheet piling products segment with its patented
PZC piling product.  Moody's believes that an improved mix of
product offerings as well as increased capacity utilization at the
Virginia mill are necessary for Chaparral to better utilize its
existing asset base and be better positioned to weather the
cyclical nature of the steel industry without undue stress on its
financial condition.

In recent years, the demand for structural steel has been weak and
has resulted in segment operating losses for the steel segment of
TXI.  Chaparral's focus on strengthening its mix of greater value
added specialty bar products has helped performance, but shipments
in this area remain modest relative to total shipments.
Performance at the Virginia mill has been particularly negatively
affected as Moody's believes it has yet to operate at full
capacity since its construction in 1999, with capacity utilization
estimated by Moody's to be in the mid high-40% range until
recently.

However, reflective principally of higher realized steel pricing
during fiscal 2004 and 2005, Chaparral was able to reverse prior
operating losses, realizing $33 million and $131 million of
operating profit for fiscal 2004 and the nine months to February
28, 2005, respectively.  Nevertheless, Chaparral's current margins
are representative of the high point of the steel price cycle and
could come under pressure if the current high cost of scrap steel
and other raw material inputs do not fall in line with steel
prices, which, while still relatively good, are retreating from
the historical highs achieved in 2004.

The Ba2 rating on the 5-year $150 million guaranteed senior
secured bank facility, secured by receivables, inventory,
subsidiary stock and assets related thereto, and guaranteed by
domestic subsidiaries, reflects its superior position in the
capital structure and significant asset cover.  Availability under
the credit facility is determined by a borrowing base of eligible
receivables and inventory.  The bank facilities also require
mandatory prepayments from specified percentages of excess cash
flow and contain financial covenants governing leverage and
coverage ratios.

The notes, which are also guaranteed by domestic subsidiaries, are
rated at the B1 senior implied rating level reflecting the
likelihood of minimal usage of the revolver, and the level of
residual collateral value that would be available to bondholders
in a distressed scenario.

The SGL-2 rating reflects the limited level of cash balances that
Chaparral will have and the initial drawings under the revolver to
fund the dividend to TXI.  Moody's expects that repayment of the
revolver could take longer than anticipated should steel market
conditions continue to weaken over the balance of 2005.  A further
consideration in the SGL-2 rating is the fact that most of the
company's assets are pledged to the bank group, resulting in no
alternate liquidity.  However, the SGL-2 rating considers the
favorable cushion anticipated with regard to covenant compliance
and the lack of substantive maturities over the next several
years.

Chaparral Steel Company, headquartered in Midlothian, Texas, is a
leading producer of structural steel products in North America.
It had sales of $848 million and steel shipments of 2.1 million
tons for its fiscal year ended May 31, 2004.


CIT RV: Interest Payment Default Cues S&P to Junk Rating to CC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
Certificates issued by CIT RV Trust 1999-A to 'CC' from 'CCC+',
reflecting the unlikelihood that they will continue to receive
interest payments in full.

As of the May 16, 2005, distribution date, the ending reserve
account balance had been reduced to $213,138 and the three-month
average draw on the reserve account was $364,412.  Moreover, given
that Certificate interest payments are subordinated to payments of
principal (including principal carryover shortfalls) to the A and
B classes, and that the trust has consistently failed to generate
sufficient spread to cover monthly net losses, it is likely that
the Certificates will experience an interest shortfall on the next
payment date or immediately thereafter.

The rating on the Certificates was lowered by Standard & Poor's in
October 2004 to 'CCC+' to reflect deterioration of the collateral
performance and the dissipation of credit enhancement available to
cover losses.


COMMERCIAL FEDERAL: $1.4B BancWest Sale Cues S&P to Watch Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Commercial Federal Corp. and its subsidiary, including its 'BB+'
long-term counterparty credit rating on Commercial Federal, on
CreditWatch with positive implications following the announcement
that BancWest Corp., a unit of BNP Paribas, intends to purchase
Commercial Federal for $1.36 billion.  At the same time, the
ratings on BancWest Corp. are affirmed.

BancWest will pay $34.50 per share in cash and an exceptional
dividend of 50 cents per share.  "Commercial Federal will benefit
from the strong financial and managerial resources at BancWest and
its ultimate parent, BNP Paribas," said Standard & Poor's credit
analyst Lisa J. Archinow, CFA.  The acquisition of Commercial
Federal will strengthen BancWest's retail community banking
franchise in the Western U.S. and its existing geographic
footprint.

The transaction is expected to occur late in fourth-quarter 2005,
following the appropriate approvals. Upon the closing of the
transaction, we expect to raise the ratings on Commercial Federal
Corp. to be equalized with those on BankWest Corp.


COLLINS & AIKMAN: Independent Auction Determines Recovery Value
---------------------------------------------------------------
CDS IndexCo LLC, the owner of the Dow Jones CDX family of credit
derivative indices, disclosed the auction results to determine the
recovery value of Collins & Aikman Products Co. debt, pursuant to
the ISDA 2005 Index Protocol.  The auction of Collins & Aikman
Products Co. debt, 10.75% maturing on 12/31/2011 took place at
10:00 A.M. EST today and produced a value of $43.625.  Auction
details including participants, submitted prices and methodology
can be seen at http://www.creditfixings.com/

The final auction price was achieved through the submission of
live market prices by 13 member banks in a process jointly managed
and developed by Markit, the administrator for the DJ CDX Indexes
and the leading industry source for independent pricing and
valuations, and Creditex, the leading provider of electronic
execution services in the credit derivatives market.  This same
Tradable Credit Fixings methodology is used to create a Fixing on
the European iTraxx indices every week in conjunction with 19
dealers.  448 adhering parties have elected to take advantage of
the cash settlement mechanism in relation to all index and tranche
products affected by the bankruptcy filing of Collins & Aikman
Corporation.

The International Swaps and Derivatives Association (ISDA) created
and ran the protocol (2005 CDS Index Protocol) which governs
settlement issues for all parties concerning Collins & Aikman
Products Co.  A draft of the protocol document can be viewed at
http://www.isda.org/

As a result of the announcement by Collins & Aikman Corporation
that it and all of its US subsidiaries had filed voluntary
petitions to reorganize under Chapter 11 of the Bankruptcy Code in
the US Bankruptcy Court, the member dealers which comprise CDS
IndexCo voted to remove Collins & Aikman Products Co. from the DJ
CDX NA HY Series 3 and Series 4 indices.

As of May 18, 2005, new versions of the indices mentioned
continued to trade and continue to reference Collins & Aikman
Products Co., but the company's weighting in the index was reduced
to zero.  The practical effect is that all trades on the DJ CDX HY
Indices that include Collins & Aikman will reference 99 entities
and have a coupon of 99% of the original and for the sub-indices,
for example DJ CDX 4 High Beta, 29 entities will be referenced and
the coupon will be 96.66% of the original.

The member banks that are part of the CDS IndexCo consortium
include: ABN AMRO, Bank of America, Barclays Capital, Bear
Stearns, BNP Paribas, Citigroup, Credit Suisse First Boston,
Deutsche Bank, Goldman Sachs, HSBC, JPMorgan, Lehman Brothers,
Merrill Lynch, Morgan Stanley, UBS, and Wachovia.

                       About CDS IndexCo

CDS IndexCo is a consortium of 16 investment banks which are
licensed to be market makers in the Dow Jones CDX indexes.  The
market makers include: ABN AMRO, Bank of America, Barclays
Capital, Bear Stearns, BNP Paribas, Citigroup, Credit Suisse First
Boston, Deutsche Bank, Goldman Sachs, HSBC, JPMorgan, Lehman
Brothers, Merrill Lynch, Morgan Stanley, UBS, and Wachovia.

                    About Dow Jones Indexes

Dow Jones Indexes is a premier global provider of investable
indexes, including the Dow Jones Averages, the Dow Jones Global
Titans 50, the Dow Jones Asian Titans 50, the Dow Jones Sector
Titans, the Dow Jones Country Titans Indexes and is co-owner of
the Pan-European Dow Jones STOXX Indexes. Dow Jones Indexes is
part of Dow Jones & Company, which publishes the world's most
vital business and financial news and information.

In addition to Dow Jones Indexes, Dow Jones & Company (NYSE: DJ;
dowjones.com) publishes The Wall Street Journal and its
international and online editions, Barron's and the Far Eastern
Economic Review, Dow Jones Newswires, MarketWatch and the Ottaway
group of community newspapers. Dow Jones is co-owner with Reuters
Group of Factiva, with Hearst of SmartMoney and with NBC Universal
of the CNBC television operations in Asia and Europe. Dow Jones
also provides news content to CNBC and radio stations in the U.S.

                           About Markit

Markit is the leading industry source for asset valuation data and
services supporting independent price verification and risk
management in global financial and energy markets. Founded in
2001, the company is an independent enterprise with which the
world's leading financial institutions and energy traders work
strategically to create price transparency. Today, Markit enjoys
the sponsorship of 13 financial institutions who manage assets in
excess of $10 trillion, and data contribution relationships with
over 45 dealing firms. Markit has designed, launched and acquired
over 20 financial data services which are now used by over 300
institutions globally. Areas of product expertise and service
include an independent valuation perspective on credit default
swaps, syndicated loans and OTC derivatives (credit, equity, FX,
rates, energy, power, metals and structured products), as well as
dividend forecasting and index and ETF management.

                        About Creditex

Founded in 1999, Creditex -- http://www.creditex.com/-- is the
global market leader in e-trading of credit derivatives. In 2005,
Creditex pioneered the first Tradable Credit Fixings, a milestone
in bringing additional confidence and transparency to the market
by providing a standard benchmark and settlement rate. The firm is
also leading the industry in "straight-through processing"
initiatives, allowing its growing client base to reduce
operational risk and transaction costs. Having received numerous
accolades in leading financial media including Credit, Euromoney,
Forbes, Institutional Investor and Risk, Creditex's technology
continues to set the standard for innovation in the credit
derivatives market.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


CONGOLEUM CORP: Files Fifth Modified Chapter 11 Plan in New Jersey
------------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates delivered their
Fifth Modified Joint Plan of Reorganization and an accompanying
Modified Disclosure Statement on June 10, 2005, to the U.S.
Bankruptcy Court for the District of New Jersey.

                    About the Modified Plan

The Modified Plan contemplates the creation of a Plan Trust under
11 U.S.C. Sec. 524(g) to satisfy and pay asbestos-related personal
injury claims.  The Trust is intended to be a qualified settlement
fund within the meaning of Section 1.468B - 1(a) of the Treasury
Regulations promulgated under Section 468B of the IRC.  The Plan
Trust will assume the liabilities of the Debtors with respect to
all Plan Trust Asbestos Claims and will use Plan Trust Assets and
income to pay Plan Trust Asbestos Claims as provided in the Plan
and the Plan Trust Documents.

The Plan Trust will be funded with the Plan Trust Assets, which
will include the Promissory Note issued by Congoleum and payable
to the Plan Trust, in the initial aggregate original principal
amount of $2,738,234.75, which represents 51% of the market
capitalization of Congoleum as of June 6, 2003.

That original principal amount will be subject to an increase, if
any, in an amount equal to 51% of Congoleum's market
capitalization, based on the average trading prices at the close
of trading for the 90 consecutive trading days beginning on the
one year anniversary of the Plan's Effective Date.

              Treatment of Claims and Interests

The Modified Plan provides for payment in full of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed
Priority Claims, Allowed General Unsecured Claims and the
establishment of the Plan Trust to satisfy Plan Trust Asbestos
Claims.

Lender Secured Claims, Other Secured Claims and Senior Note Claims
are not impaired or affected by the Plan.  The Plan will be
binding on all parties holding Claims, whether asserted or not
against Congoleum Corporation.

General Unsecured Claims constitute Claims against the Debtors
other than Asbestos Claims, Senior Note Claims, ABI Claims and
Workers Compensation Claims, including Claims with respect to
rent, trade payables and other similar Claims.  The legal,
equitable and contractual rights of the holders of Allowed General
Unsecured Claims are unimpaired by the Plan and all those Claims
will be reinstated on the Effective Date.

Previously Determined Unsecured Asbestos Personal Injury Claims
are impaired under the Plan.  On the Effective Date, all liability
for all those Claims will be automatically assumed, and without
further act or deed, by the Plan Trust and the Reorganized
Debtors, who will have no more liability to those Claims Holders
after their claims are assumed.

Each Allowed Previously Determined Unsecured Asbestos Personal
Injury Claim will be paid pursuant to the Plan Trust Agreement and
the TDP and in all respects pari passu with the Allowed Secured
Asbestos Claims in Classes 2 and 3 and the Not Previously
Determined Unsecured Asbestos Personal Injury Claims in Class 10.
The TDP will apply to all holders of Previously Determined
Unsecured Asbestos Personal Injury Claims.

Full-text copies of the Modified Disclosure Statement and Fifth
Modified Plan are available for a fee at:

     http://www.researcharchives.com/bin/download?id=050615032425

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.


CORUS ENT: Good Operating Results Cue S&P's Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Corus
Entertainment Inc. to stable from negative and affirmed its 'BB'
long-term corporate credit rating on the company.  Total debt
outstanding was C$604 million at Feb. 28, 2005.

The outlook revision reflects our expectation that Corus
Entertainment's continued strength in its core operations and
resulting solid free cash flow will enable the company to sustain
its improved credit ratios.  "Although small acquisitions will
likely continue to play a role in the company's growth strategy,
we believe management can accomplish its growth objectives while
maintaining credit measures in line with the rating category,"
said Standard & Poor's credit analyst Lori Harris.

Toronto, Ontario-based Corus is a leading Canadian media and
entertainment company that operates through three business
segments: television, radio, and content.

The stable outlook reflects our expectation that the company will
retain strong market positions in its core businesses and will
pursue a financial policy and growth strategy in line with the
rating category.  Ratings could be raised in the medium term if
credit ratios continue to strengthen and management successfully
increases the core businesses' market positions.  The ratings
could be lowered if the company fails to maintain its positive
free cash flow generation and credit ratios in line with our
expectations.


CROWN CASTLE: Moody's Withdraws B1 Senior Implied Rating
--------------------------------------------------------
Moody's Investors Service withdrew the senior implied and senior
unsecured debt rating for Crown Castle International, as well as
the ratings on the company senior secured credit facility that was
retired last year.

The ratings withdrawal is based upon the substantial refinancing
of the company's high yield debt obligations with $1.9 billion of
high grade senior secured revenue notes issued by Crown Castle
Towers, LLC.  This rating action does not affect the ratings
assigned to that securitization.

The withdrawn ratings are:

   * B1 senior implied
   * B1 senior secured subsidiary bank debt
   * B3 issuer rating
   * B3 senior unsecured debt

Based in Houston, Crown Castle International is an owner and
operator of communications towers in the US and Australia.


DEL GLOBAL: GE Business Amends Credit Facility & Waives Default
---------------------------------------------------------------
Del Global Technologies Corp. and its lender amended its domestic
credit facility, which waives the event of default arising from
the Company's non-compliance with the fixed charge coverage ratio
covenant.  The amendment lowered the minimum availability covenant
under the line of credit from $500,000 to $250,000.  Del Global
intends to refinance the Facility and any related debt before the
Aug. 1, 2005, expiration.  No assurance can be given that Del
Global will be able to refinance the Facility on terms acceptable
to Del Global or at all.  The failure to refinance the Facility
would have a material adverse effect on Del Global.

DEL GLOBAL TECHNOLOGIES CORP., BERTAN HIGH VOLTAGE CORP., RFI
CORPORATION, and DEL MEDICAL IMAGING CORP. are parties to a Loan
and Security Agreement dated as of June 10, 2002, with GE BUSINESS
CAPITAL CORPORATION F/K/A TRANSAMERICA BUSINESS CAPITAL
CORPORATION as Lender.

Del Global's balance sheet at April 30, 2005, reflected working
capital of $7.6 million, shareholders' equity of $7.7 million and
a stated book value of $.73 per share.  As of April 30, 2005, the
Company had approximately $900,000 of excess borrowing capacity
under its domestic revolving line of credit.

               Fiscal 2005 Third Quarter Results

Consolidated net sales for the third quarter of fiscal 2005 were
$18.9 million versus the $20.6 million in the same period last
year.

Sales at the Medical Systems Group were $15.4 million in the third
quarter of fiscal 2005, as compared to $17.4 million in the same
period last year.  Lower sales were attributable to decreased
international shipments due to the strong euro causing pricing for
international products to be less attractive in non-euro
denominated markets, as well as lower domestic shipments.  The
Company is obtaining international certifications for certain of
its domestically manufactured product in order to have U.S. dollar
based offerings in these non-euro denominated economies.  Fiscal
2005 third quarter sales at the Power Conversion Group increased
to $3.5 million from $3.2 million in the same period one year ago,
reflecting stronger government sales.

Consolidated gross margin improved to 25.4% in the fiscal 2005
third quarter from 24.4% in same period last year, led by
significant gross margin improvement at RFI and offset by slightly
lower gross margins at the Medical Systems Group.  Improved gross
margin at RFI was due to better procurement practices, lower
materials costs as a percentage of sales and lower waste levels.
Unfavorable product mix at the Medical Systems Group produced
lower gross margin.

Selling, general and administrative expenses during the third
quarter of fiscal 2005 increased to $4.9 million, or 25.8% of
sales, from $3.4 million, or 16.4% of sales, in last year's fiscal
third quarter.  While SG&A in the third quarter of fiscal 2005
benefited from head count reductions, these benefits were offset
by the inclusion of approximately $1.1 million in legal and
professional expenses related to the previously disclosed
strategic alternatives program, which program was terminated in
March 2005.

The Medical Systems Group posted operating income of $385,000 in
the third quarter of fiscal 2005 as compared to operating income
of $1.6 million in the same period last year.  This decline was
attributable to lower overall sales, material costs related to
digital products, engineering related to obtaining C.E. marking
and selling commissions for international product.  Operating
income at RFI during the fiscal 2005 third quarter improved to
$697,000 from $343,000 in the same period last year.

The loss from continuing operations for the third quarter of
fiscal 2005 was $1.0 million as compared to a loss from continuing
operations of $709,000 in the fiscal 2004 third quarter.  The loss
for the third quarter of fiscal 2005 included the aforementioned
$1.1 million in legal and professional expenses related to the
strategic alternatives program. The loss for the third quarter of
fiscal 2005 also included interest expense of $297,000 versus
interest expense of $908,000 in the third quarter of fiscal 2004,
and an income tax provision of $248,000 as compared to an income
tax provision of $940,000 in the comparable prior year period.

The net loss for the third quarter of fiscal 2005 was $1 million,
or $0.10 per diluted share, as compared to a net loss of $289,000,
or $0.03 per diluted share, in the same period last year. The
aforementioned factors impacted the net loss for the third
quarters of fiscal 2005 and fiscal 2004. Additionally, the net
loss for the third quarter of fiscal 2004 included income from
discontinued operations of $420,000, or $0.04 per diluted share,
versus no such gain or loss in the fiscal 2005 third quarter.

Walter F. Schneider, President and Chief Executive Officer of Del
Global commented, "We are taking steps to mitigate the impact of
currency exchange rates at the Medical Systems Group. RFI,
meanwhile, continues to generate increased sales and higher gross
margin. The majority of the loss for the third quarter of fiscal
2005 was attributable to the costs and expenses incurred with the
now terminated strategic alternatives plan; we do not expect to
incur such expenses going forward. We are fully focused on
advancing our stand alone operating strategy, and strengthening
our operations through new products introductions, benchmark
after-sales service and customer gains."

                        About the Company

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Through its
RFI subsidiary, Del Global manufactures electronic filters, high
voltage capacitors, pulse modulators, transformers and reactors,
and a variety of other products designed for industrial, medical,
military and other commercial applications.


DOLLAR GENERAL: Moody's Upgrades Sr. Unsecured Debt Rating to Ba1
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured debt and
other ratings of Dollar General Corporation to Ba1 from Ba2 and
assigned a stable outlook.  The upgrade reflects:

   * Dollar General's continued solid operating performance;
   * the enhanced internal controls put in place by management;
   * the finalization of its settlement with the SEC; and
   * appropriate financial policies.

This rating action concludes the review for possible upgrade
announced on March 22, 2005.

These ratings are upgraded:

   * Senior implied of Ba1;
   * Senior unsecured of Ba1;
   * Issuer rating of Ba1.

The new rating level reflects the company's continued solid
performance despite the economic pressures facing its core
customer and its strong liquidity and free cash flow generation
relative to its funded debt levels.  Credit metrics are strong for
the rating category.

For fiscal year 2005, adjusted debt/EBITDAR was 2.5x and
EBITDAR/Interest +Rent was 3.4x.  The rating category is also
supported by the new strategic initiatives which include EZ store,
the completion of the cooler roll out, and the implementation of
an enhanced store manager training program.

In addition, the Ba1 rating level reflects the steps that
management has taken to enhance its internal control structure,
which include:

   * adding two new financial experts to its board of directors
     who serve on the audit committee;

   * numerous changes in the accounting controls of management;
     and

   * expanding the scope of the internal audit function.

The ratings also benefit from the company's presence in the
extreme value retail segment, which continues to provide
significant growth potential despite the economic challenges
currently faced by this segment's core customer, as well as the
difficulty that Dollar General and other operators experience in
achieving differentiation and brand recognition in the mind of the
consumer.

Constraining the rating category are Moody's concerns regarding
senior management depth and corporate governance.  Since the
accounting irregularities came to light in 2001, the board of
directors has hired a new Chairman and CEO, David Perdue.  Also
supporting the rating upgrade is the significant progress Dollar
General has made under his leadership in creating an
infrastructure and corporate culture that is more appropriate to
the company's size, that establishes greater accountability, and
that allows more decision-making at lower levels than in the past.

As part of this process, accounting and other internal controls
have been significantly upgraded and board members have been
added.  However, in Moody's view, Dollar General still has further
work to do in order to enhance the senior management bench
strength, to evolve away from a decision-making model that is
heavily reliant on a capable CEO, and to add more substance to its
senior management succession plan.

Additionally, there is still high turnover at both store manager
and district manager level.  Moody's also notes that Dollar
General's corporate governance has still not fully transitioned
from the model it followed when the company was family-owned to
one that meets industry best practices for a public company with
over $7 billion of sales and a market capitalization of
approximately $6.8 billion.  The former CEO and founder's son,
Cal Turner, resigned following the identification of accounting
irregularities.  While he has reduced his ownership interest to
5%, he is still involved with the company in a paid consulting
role.  Presiding Director David Wilds is employed as a consultant
by a company formed by the Turner family and it is Moody's opinion
that his is a de facto board representative of the Turner family
-- therefore not fully independent.

The ratings outlook is stable reflecting Moody's view that the
company still has steps that it needs to take to strengthen the
senior management team and corporate governance.  Consequently, an
upgrade would require the company to demonstrate that it has made
further progress in transitioning its management organization, its
succession planning, and its corporate governance to a model that
in substance meets industry best practices for a public company of
its size.  In addition the company would need to maintain its
current financial performance, including an EBIT margin of 7%, and
its moderate leverage.

Given the recent upgrade, a downgrade is currently unlikely;
however, ratings could move downward if the company's operating
performance were to deteriorate such that its reported EBIT margin
fell below 5% or adjusted debt/adjusted EBITDAR rose above 4.0x.

The senior unsecured notes are rated at the same level as the
senior implied given that they are pari passu with the company's
unsecured revolving credit facility.  Both the notes and the
credit facility are guaranteed by each subsidiary of the company.

Dollar General, headquartered in Goodlettsville, Tennessee,
operates 7,551 extreme value general merchandise stores in 30
states.  Revenues for the fiscal year ended January 28, 2005 were
approximately $7.7 billion.


DOUBLECLICK INC: Moody's Junks $115 Million 2nd Lien Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to
DoubleClick Inc., a provider of on-line advertising
infrastructure, and, a buyer data provider to retailers.  The
company is being acquired by a group of investors including
Hellman & Friedman, LLC and JMI Equity Fund, LP, as well as
company management.  The acquisition is expected to close by the
end of July.  The ratings outlook is stable.

These first time ratings have been assigned to DoubleClick Inc.:

   * Senior implied rating - B2

   * $50 million first lien revolving credit facility
     due 2010 - B2

   * $290 million first lien term loan B due 2012 - B2

   * $115 million second lien term loan due 2013 - Caa1

Proceeds from the financing, combined with $342 million of new
sponsor equity and management equity and $511 million of existing
cash on DoubleClick's balance sheet, will be applied towards the
approximately $1.1 billion purchase of DoubleClick, and repay $135
million in existing debt.  The ratings are subject to review of
final documentation of the financing transaction.

The ratings reflect:

   (1) the moderately high EBITDA leverage of approximately 5.4
       times pro forma for the planned financing, assuming only
       $10 million of the revolving credit facility to be drawn;

   (2) the modest scale of DoubleClick's business with total
       revenue of about $304 million for the last twelve months;

   (3) highly competitive operating environment for its on-line
       advertising business, one of its two core businesses, with
       unit pricing consistently declining;

   (4) execution risks mainly related to deriving cost savings
       from streamlining the operations; and

   (5) limited asset protection from a small base of tangible
       assets.

The ratings also consider:

   (1) DoubleClick as one of the largest on-line advertising
       infrastructure providers and providers of buyer data to
       retailers and catalogers;

   (2) strong brand name in its TechSolutions Business;

   (3) reasonably good revenue and cash flow generation visibility
       as a result of high customer retention rates for both of
       its businesses; and

   (4) broad customer diversification with top 5 customers
       representing 6% and 3% for its TechSolutions Business and
       Data Business in 2004, respectively.

For the TechSolutions Business, DoubleClick should continue to
benefit from increasing acceptance by consumers of on-line
advertising and resulting volume increases.  However, pricing for
its TechSolutions Business has declined significantly over the
past three years.  Though there are some recent signs of firmer
pricing, further evidence is needed before a stabilization trend
can be established.

TechSolutions has been able to offset the pricing declines with
volume increases to generate stable revenue and EBITDA.  The
challenge to grow TechSolutions revenue will partly depend on its
ability to compete in the faster growing segments of rich media
and paid search ads.  DoubleClick's strength lies in the
"traditional" ad placement business, which has been relatively
stagnant.  Its 2004 acquisition of Performics is intended to help
jump start the newer but faster growing paid search advertising
business.

The Data Business has been able to generate moderate and steady
revenue and cashflow growth, tracking the performance of the
general economy.  The pace of its growth partly reflects the
consumer product utility of its prospecting lists.  DoubleClick is
one of the largest "co-op" list providers.  It has benefited from
a relatively long presence in the market place and its "co-op"
nature, both of which help it secure data.  Strong customer
retention rates contribute to good revenue and cash flow
visibility.

Pro forma for the financing debt to EBITDA leverage will be high
at approximately 5.4x EBITDA assuming $10 million of the revolving
credit facility to be drawn.  Although subject to final
documentation, the current deal structure envisions a 1% annual
scheduled amortization on the first lien term loan with an excess
cash flow sweep mechanism.

LTM EBITDA to interest expense coverage is modest, at
approximately 2 times.  The aforementioned credit ratios
incorporate expectations of sizable cost savings post transaction.
Significant deviation from the projected cost savings will likely
weaken credit metrics and can potentially be a source of downward
pressure on the ratings.

The ratings could be positively influenced to the extent that the
company is able to sustain and grow its top line, and increase its
cashflow, and materially de-lever its balance sheet.  Conversely,
the ratings could be negatively influenced to the extent the
company materially increases leverage and decreases its financial
flexibility, is unable to realize cost savings initiatives,
experiences changes in its competitive position that result in
substantial declines in pricing and volume or customer retention
or suffers sustained declines in operating margins or cash flow
generation.

DoubleClick Inc., which is the primary operating entity, will be
the borrower under all three facilities.  All obligations will be
guaranteed by the borrower's domestic and foreign subsidiaries,
and will be secured by first priority security interests,
respectively, in:

   (1) substantially all assets of the borrower, subsidiary
       guarantors and the holding company;

   (2) 100% of the capital stock of the borrower and domestic
       subsidiaries; and

   (3) 65% of the voting capital stock of foreign subsidiaries.

Given the service oriented contract nature of DoubleClick's
software business, tangible asset coverage is minimal, with
approximately $77 million of net property, plant and equipment,
and approximately $95 million of intangible assets and goodwill.
Notching on the second lien note reflects its effective
subordinated position in the capital structure and the large size
of the first lien debt relative to the second lien piece.

Headquartered in New York City, New York, DoubleClick Inc. is a
leading provider of:

   * technology and services to web publishers;

   * advertisers and advertising agencies to help manage online
     advertising operations; and

   * tools, products and services to enable direct marketers to
     optimize their marketing programs.


EAGLEPICHER INC: Committee Taps Milbank Tweed as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of EaglePicher Inc.
and its debtor-affiliates ask the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, for permission to
employ Milbank, Tweed, Hadley & McCloy LLP as its counsel, nunc
pro tunc to Apr. 11, 2005.

Milbank will:

   a) advise the Committee with respect to its rights, powers and
      duties in these cases, and assist the Committee in
      exercising and fulfilling such rights, powers and duties;

   b) assist and advise the Committee in its consultations with
      the Debtors relative to the administration of these cases;

   c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with such creditors;

   d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial affairs and
      condition of the Debtors and the operation of the Debtors'
      business;

   e) assist the Committee in analyzing and negotiating any
      proposed transactions involving the sale or disposition of
      the Debtors' business assets and/or operations;

   f) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, the terms of a plan of
      reorganization;

   g) assist the Committee in connection with any litigation
      affecting the Debtors' assets and business operations, the
      Debtors' chapter 11 cases, the confirmation and
      implementation of a plan of reorganization, and the outcome
      of the Debtors' bankruptcy cases;

   h) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   i) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court and advise the
      Committee with respect thereto;

   j) assist the Committee in evaluating, and pursuing if
      necessary, where appropriate and authorized, claims and
      causes of action;

   k) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives;

   l) represent the Committee at all hearings and other
      proceedings; and

   m) perform such other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Code.

Although the Committee was not formally appointed until Apr. 22,
2005, Milbank was asked by several creditors, who subsequently
were appointed to the Committee, to review the voluminous filings
made on the petition date and to identify and analyze the issues
that might be important to creditors generally.  In effect,
Milbank began rendering services that have proven to be for the
benefit of the Committee on Apr. 11, 2005.

Paul S. Aronzon, Esq., a partner and co-chair of Milbank's
Financial Restructuring Group, said the Firm did not receive a
retainer for the services rendered in behalf of the Committee.
Mr. Aronzon reports Milbank Tweed's professionals bill:

            Designation            Hourly Rate
            -----------           -------------
            Partners               $550 to $790
            Associates             $225 to $710
            Legal Assistants       $145 to $285

To the best of the Committee's knowledge, Milbank does not
represent any interest adverse to the Debtors, their creditors and
the Debtors' estates.  The Firm disclosed that it has represented
certain creditors and equity holders of the Debtors on matters
that are unrelated to the Debtors or these bankruptcy cases.  The
Firm assures the Committee that it has not represented and will
not represent any of these entities in connection with the
Debtors' chapter 11 cases.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P., represents the Company.  When
the Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 million in
consolidated debts.


EAGLEPICHER INC: Committee Hires Frost Brown as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of EaglePicher,
Inc., and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division for permission to
employ Frost Brown Todd LLC as local counsel for the Committee,
nunc pro tunc to May 2, 2005.

Frost Brown will:

   (a) advise the Committee with respect to its powers, duties and
       responsibilities in the Debtors' cases;

   (b) provide assistance in the Committee's investigation of the
       acts, conduct, assets, liabilities and financial condition
       of the Debtors, the operation of the Debtors' businesses
       and desirability of the continuance of such businesses, and
       any other matters relevant to the Debtors' cases or to the
       negotiation and formulation of a plan;

   (c) prepare on behalf of the Committee all necessary pleadings
       and other documentation;

   (d) advise the Committee with respect to the Debtors'
       formulation of a plan, the Debtors' proposed plans with
       respect to the prosecution of claims against various
       third parties and any other matters relevant to the
       Debtors' cases or to the formulation of a plan in the
       Debtors' cases;

   (e) provide assistance, advice and representation, if
       appropriate, with respect to the employment of a Trustee or
       Examiner, should such action become necessary, or any other
       legal decision involving interests represented by the
       Committee;

   (f) represent the Committee in hearings and proceedings
       involving the Committee; and

   (g) perform such other legal services as may be necessary and
       in the interest of the creditors and this Committee.

Milbank Tweed Hadley & McCoy LLP, the Committee's lead counsel,
and Frost Brown will take all necessary steps to prevent a
duplication of efforts as counsel for the Committee in the
Debtors' cases.

Ronald E. Gold, Esq., a member of Frost Brown, disclosed that
Frost Brown's professionals' bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Memeber                                $375
      Associate                       $195 - $250
      Paralegal                              $125

The Committee believes that Frost Brown is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated --
http://www.eaglepicher.com/-- is a diversified manufacturer and
marketer of innovative advanced technology and industrial products
for space, defense, automotive, filtration, pharmaceutical,
environmental and commercial applications worldwide.  The company
along with its affiliates and parent company, EaglePicher
Holdings, Inc., filed for chapter 11 protection on April 11, 2005
(Bankr. S.D. Ohio Case No. 05-12601).  Stephen D. Lerner, Esq., at
Squire, Sanders & Dempsey L.L.P., represents the Company.  When
the Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 million in
consolidated debts.


ENVIROSOLUTIONS: Moody's Rates Proposed $215 Mil. Facility at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$215 million senior secured credit facility of EnviroSolutions
Real Property Holdings, Inc. and its co-borrowers, each of which
is a wholly owned subsidiary of EnviroSolutions Holdings, Inc.
Moody's also assigned a senior implied rating of B2 and a stable
outlook.

The ratings reflect:

   * the short operating history of the company and its growth
     through a series of acquisitions;

   * the small size of the company relative to larger rated
     industry competitors;

   * revenue concentration from a limited number of properties and
     geographic regions;

   * significant leverage; and

   * material projected capital expenditure needs related to the
     development of recently acquired landfills and the
     implementation of its rail strategy.

The ratings also reflect:

   * leading positions in key local markets that have attractive
     demographics and limited landfill capacity;

   * good projected liquidity upon the closing of the proposed
     credit facility; and

   * expected improvements in cash flows from internalization of
     waste to landfills under development.

Moody's assigned these ratings:

   * $40 million senior secured revolving credit facility due
     2011, rated B2;

   * $175 million senior secured term loan B facility due 2012,
     rated B2;

   * Senior implied rating, rated B2;

The ratings outlook is stable.

The ratings are subject to the review of the final executed
documents.

Proceeds from the $175 million term loan B and $35 million of
12.5% senior subordinated notes are expected to be used to repay
existing senior secured indebtedness, pay fees and expenses and
provide about $98 million of cash to fund the company's growth
strategy.  The revolver is expected to be undrawn at closing.

The company was formed in 2003 and since then has completed a
series of acquisitions in the waste management industry.  These
acquired operations could present integration challenges and will
have a short operating history under current management.  For the
year ended December 31, 2004, pro forma for acquisitions completed
through May 2005, almost all of the company's revenues and cash
flow are derived from operations in:

   * Northern Virginia,
   * Baltimore,
   * Maryland, and
   * the New York/New Jersey Metro area.

The company's assets in these geographic regions include one
construction and demolition landfill (Lorton) and two transfer
stations and regional hauling and collection operations.  The
Lorton landfill in Virginia, which generated about half of pro
forma EBITDA, is exposed to the cyclical nature of residential and
commercial construction in the region.

EnviroSolutions is a relatively small player compared to its
larger rated industry competitors with pro forma revenues for the
year ended December 31, 2004 of about $150 million.  Pro forma
debt to revenues at December 31, 2004 would have been about 1.4
times.

However, the company benefits from a leading market position for
many of its key assets.  The company's Potomac Disposal Services
is the second largest hauling operation in Northern Virginia;
Lorton is the largest C&D landfill in Virginia; and Solid Waste
Transfer is the largest transfer station in New Jersey.  These
geographic regions are attractive due to:

   * strong growth,
   * dense population,
   * a lack of new disposal options, and
   * high tipping fees.

EnviroSolutions recently acquired a landfill in Kentucky (Big Run)
and is constructing a greenfield landfill in West Virginia (Copper
Ridge).  The Big Run landfill is open for business and accepting a
limited amount of waste.  The company has filed a notice of intent
to expand the landfill and is awaiting a state technical review.
The Copper Ridge landfill is not yet open for business and the
company is awaiting final approval for its expansion plan.  The
company expects to spend about $35 million in capital expenditures
over the next six months and $22 million in 2006, with a large
portion related to its expansion plans at Big Run and Copper
Ridge.

Payments of deferred purchase price, primarily related to Big Run
and Copper Ridge, are expected to be about $23 million in the next
six months and $46 million in 2006.  Upon completion of the
expansion and receipt of final approval, the company intends to
internalize waste collected at SWTR in New Jersey to Big Run and
Copper Ridge using rail transportation.  Company management
expects the expansion and internalization strategy at Big Run and
Copper Ridge to generate significant improvements in cash flows
beginning in 2006.

The ratings give limited benefit to this expansion strategy due
to:

   * uncertainty regarding the timing of the expansion approval
     process;

   * the economics of the rail strategy; and

   * the achievability of projected volume forecasts at Copper
     Ridge and Big Run.

The stable ratings outlook anticipates the use of cash on hand and
cash flow from operations to fund expansion capital expenditures
and deferred purchase price payments related to acquisitions.
Such expenditures are expected to aggregate over $120 million
during the next eighteen months.  The revolving credit facility is
not expected to be needed to fund these expenditures.  Moody's
expects modest revenue and cash flow growth from the company's
established waste management operations and a gradual cash flow
benefit as the company implements its internalization strategy at
Big Run and Copper Ridge in 2006.

The ratings could be upgraded if the company achieves volume and
profitability forecasts related to Big Run and Copper Ridge in
2006, such that debt to EBITDA levels decline to below 4 times and
sustainable free cash flow from operations to total debt exceeds
8%.

The ratings could be downgraded if pricing and volume trends
deteriorate in the company's major markets, capital expenditure
requirements significantly exceed expectations or the company's
expansion plans at Copper Ridge and Big Run are not approved.

The proposed senior secured credit facility is guaranteed by
EnviroSolutions and all its direct and indirect subsidiaries other
than the co-borrowers.  The B2 rating assigned to the proposed
senior credit facility reflects the first priority security
interest in substantially all of the real estate owned by the co-
borrowers and guarantors, all permits related to any landfills
currently owned by the co-borrowers and any other landfill
acquired by the co-borrowers in the future, and substantially all
the receivables of the co-borrowers and guarantors.

Debt to EBITDA for the twelve month period ended March 31, 2005,
on a pro forma basis for acquisitions consummated through May 31,
2005 and the proposed credit facility, was about 6 times and is
expected to decline to about 5 times by December 31, 2006.  Free
cash flow for fiscal 2005 is expected to be negative because of
significant capital expenditure requirements and is expected to be
about breakeven in 2006.

EnviroSolutions Holdings, Inc. is an integrated solid waste
management company with leading local market positions in the
Northeastern and Mid-Atlantic United States.  Revenue for the year
ended December 31, 2004 was about $66 million.


ENVIROSOLUTIONS: S&P Rates $215 Mil. Senior Secured Loans at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Chantilly, Virginia-based EnviroSolutions
Holdings Inc.

At the same time, Standard & Poor's assigned its 'B-' senior
secured bank loan rating and a recovery rating of '3' to the
company's proposed $40 million senior secured revolving credit
facility due 2011 and $175 million senior secured term loan B due
2012, based on preliminary terms and conditions.  The senior
secured bank loan rating is the same as the corporate credit
rating; this and the '3' recovery rating indicate that lenders can
expect meaningful (50% to 80%) recovery of principal in the event
of a payment default.  The outlook is positive.

Proceeds from the transaction will be used to refinance all
existing debt and to finance planned capital projects. Pro forma
for the transaction, total debt will be about $210 million.

"The ratings on EnviroSolutions reflect its very modest size and
narrow scope of activities, meaningful negative free cash flow
during the next two years to fund the development and expansion of
two recently acquired landfills, and a highly leveraged financial
profile stemming from considerable debt usage," said Standard &
Poor's credit analyst Franco DiMartino.  These factors are only
partially offset by favorable overall industry characteristics and
the company's decent competitive positions in two densely
populated regional markets.

EnviroSolutions has annual revenues of about $150 million after
the acquisition of the Big Run and Cooper Ridge landfills, located
in Ashland, Kentucky and Capels, West Virginia, respectively, and
various collection operations during the first half of 2005.  The
privately owned solid waste management company provides:

    * collection (47% of sales),
    * transfer (38%), and
    * disposal (15%) services.

The company's integrated operations include:

    * two collection operations,

    * two transfer stations, and

    * three landfills (two for municipal solid waste and one for
      construction and demolition waste).

EnviroSolutions' narrow geographic presence, concentrated
exclusively in sections of the Mid-Atlantic and metropolitan New
York City regions, is a limiting factor.  The company was formed
in February 2003 and received its initial round of equity funding
from Investcorp International Inc., the firm's majority
shareholder, in December 2003.


EURAMAX HOLDINGS: Moody's Rates Proposed $255MM Term Loan at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Euramax
Holdings, Inc.'s proposed first lien senior secured credit
facilities (borrowers include Euramax Holdings, Inc., a U.S.
wholly-owned subsidiary of Euramax International, Inc. and various
European subsidiaries), and a B3 rating to Euramax Holdings,
Inc.'s proposed second lien senior secured term loan.

Moody's also assigned Euramax Holdings, Inc. a B1 senior implied
rating.  The ratings consider the substantial increase in debt
that will result from Goldman Sachs Capital Partners and Euramax
management's purchase of the company from its current owners for
approximately $1.04 billion (over 8 times multiple based on
reported EBITDA of $121 million for the LTM ended April 1st,
2005).  The transaction is expected to close in June.  The rating
outlook is stable.  This rating action completes a review that was
initiated on April 13, 2005.

Moody's did not assign a rating to Euramax International, Inc.'s
proposed $110 million senior unsecured PIK notes.  Moody's will
withdraw Euramax's existing ratings upon completion of the
transaction.

These summarizes the ratings activity:

Ratings Assigned:

  Euramax Holdings, Inc. and co-issuer Euramax International
  Holdings B.V.:

   * Guaranteed first lien senior secured tranche B term loan,
     $255 million due 2012 -- B1

   * Guaranteed second lien senior secured term loan, $255 million
     due 2013 -- B3

  Euramax Holdings Limited (UK), Euramax Europe B.V., Euramax
  Netherlands B.V.:

   * Guaranteed first lien senior secured tranche B term loan,
     $130 million due 2012 -- B1

  Euramax Holdings, Inc., co-issuer Euramax International Holdings
  B.V., Euramax Holdings Limited (UK), Euramax Europe B.V.,
  Euramax Netherlands B.V.:

   * Guaranteed first lien senior secured revolving credit
     facility, $80 million due 2011 -- B1

  Euramax Holdings, Inc.:

   * Senior Implied -- B1

Ratings to be Withdrawn:

  Euramax International, Inc.:

   * $200 million guaranteed senior subordinated notes
     due 2011 - B2

   * Senior Implied -- Ba3

   * Senior Unsecured Issuer Rating -- B1

The B1 senior implied rating reflects Moody's belief that Euramax
is increasing financial leverage during an upturn in certain of
its end-markets for recreational vehicles and building products
and that any prospective weakening of these markets, without
materials reduction in debt, would challenge the company's ability
to maintain pro forma credit metrics consistent with a higher
rating level.  Compounding this concern is the company's exposure
to volatile aluminum and steel prices, which have resulted in
working capital volatility and some operating margin pressure.

Nevertheless, Moody's acknowledges that Euramax derives a
significant portion of its revenues from less cyclical
refurbishment/maintenance based products as opposed to those based
on new residential construction.  The ratings are also supported
by Moody's expectation that favorable demand trends should
continue within the commercial and residential construction end-
markets through 2005.  However, over the near-term, Moody's is
somewhat concerned that higher interest rates could reverse
favorable trends within its RV end-market.

The ratings reflect:

   * Euramax's high leverage with pro forma debt to reported LTM
     EBITDA of 5.3 times (6.2 times including the senior unsecured
     PIK notes);

   * the company's sizable customer concentration with its top ten
     customers accounting for 28% of 2004 sales, although
     recognizing that these customers have had long relationships
     with the company; and

   * the likelihood for acquisitions as the company seeks to
     consolidate the fragmented roof drainage market.

Moody's believes it is critical that Euramax focus on de-
leveraging in the near-term to reduce its vulnerability to any
future weakness in its end-markets, although the rating agency
recognizes that the company is likely to devote a portion of its
future cash flow to acquisitions.  The ratings are supported by:

   * Euramax's number one position in niche markets such as roof
     drainage products for home centers and aluminum RV siding;

   * the company's ability to service U.S. home center customers
     nationally;

   * long-standing relationships with key aluminum and steel
     suppliers;

   * low maintenance capital expenditure requirements of less than
     $5 million annually; and

   * its variable cost structure as close to 70% of costs are
     related to raw materials.

The B1 senior implied rating is also based on Moody's expectation
that Goldman Sachs Capital Partners will contractually agree not
to sell or redeem the $110 million senior unsecured PIK notes, and
that bank consent would be required for any modification to that
contractual provision.  Additionally, Moody's stated that the B1
senior implied rating is provisioned on anticipated language (not
yet drafted) in the first lien bank agreement that would prohibit
a call/redemption of the senior unsecured PIK notes without bank
consent.

The notching of the first lien senior secured credit facilities
(B1) at the level of the senior implied rating reflects the very
modest amount of tangible assets relative to pro forma first lien
senior secured debt and the significant proportion of first lien
senior secured debt in the capital structure.  The first lien
credit facilities will have a collateral allocation mechanism,
whereby lenders would share in a pro-rata distribution of European
and U.S. collateral in a bankruptcy scenario.  Assuming lenders
fulfill their contractual obligation to effect the CAM, the
European and U.S. lenders should rank equally with respect to the
distribution of collateral.  The rating of all first lien debt at
the B1 level assumes the enforceability of the CAM.  To the extent
that lenders breach their contractual obligations under the CAM,
Moody's believes that the European first lien lenders would be
significantly advantaged over the U.S. first lien lenders due to
the disproportionate level of profit derived from the European
assets (accounted for 42% of 2004 EBIT) relative to European debt
levels.

The B3 rating of the second lien senior secured term loan reflects
its contractual subordination to a significant amount of first
lien senior secured debt and very weak collateral support.  All of
the above ratings are contingent upon the receipt of final
documentation.

The ratings are supported by Euramax's strong operating
performance in 2004 with positive demand trends continuing into
the beginning of 2005.  The company has particularly benefited
from strong demand for RV siding in Europe and metal
roofing/siding for rural construction, although volumes of
aluminum and steel shipped have generally increased across most
segments.

In 2005, Moody's anticipates that Euramax will generate free cash
flow of around $40 million, implying a FCF to debt of 6.3%, which
is reasonable for the B1 ratings category.  This amount would
reflect higher capital expenditures to support expansion of the
company's distribution network and new product introductions as
well as a partial year of higher interest expense.  This free cash
flow amount would only reflect a partial year of pro forma
interest expense, which increases to approximately $53 million
from $24 million.  Free cash flow variability is primarily
dependent on the impact of raw material pricing on working
capital.  The company's ability to maintain relatively stable
conversion margins is supported by its ability to easily pass on
base price increases to its RV, smaller contactor and distributor
customers (which combined account for approximately 72% of total
revenues).  However, the company faces longer lag times from its
home center customers (approximately 21% of revenues) and
maintaining stable conversion margins becomes challenging when
aluminum and steel prices are volatile.

Pro forma for the transaction, Euramax will have $10 million of
cash and the full $80 million available under its revolving credit
facility.  Moreover, Moody's does not expect any material draws
under the revolving credit facility through 2005.  The company has
a favorable debt maturity profile as the first lien term loans
amortize in installments of only 1% per year until maturity.

The stable outlook reflects Moody's expectation that Euramax's
debt to EBITDA (excluding the senior unsecured PIK notes) will
decline below 5.0 times over the next year and that the company
will generate free cash flow to debt of at least 5%.  The ratings
could be upgraded if the company maintains a free cash flow to
debt closer to 10% while maintaining a debt to EBITDA lower than
4.5 times.  Conversely, the company's ratings could come under
pressure should a decline in operating performance or margin
pressure result in leverage increasing beyond 6.0 times or
negative free cash flow, or if the company pursues a large debt
financed acquisition.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of:

   * value-added aluminum,
   * steel,
   * vinyl, and
   * fiberglass products.

The company reported revenues of $1 billion for the LTM ended
April 1, 2005.


EURAMAX INT'L: GSCP EMAX Sale Cues S&P to Cut Credit Rating to B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Euramax International Inc., a manufacturer of various
aluminum, steel, vinyl, and glass fiber products to the building
and construction and transportation markets, to 'B+' from 'BB-'.

The downgrade reflects the debt-financed purchase of the company
by GSCP EMAX Acquisition LLC, a newly formed company organized by
Goldman Sachs Capital Partners and Euramax management.  The
ratings have been taken off CreditWatch with negative
implications, where they were placed on April 15.

As part of the transaction, the company is issuing a new $720
million senior secured facility and retiring its 8.5% senior
subordinated notes after a near-complete tender by bondholders.
The borrowers for the new bank facility will include a newly
formed 100% owned subsidiary of Euramax -- Euramax Holdings
Inc. -- and its U.S. and European subsidiaries.

Standard & Poor's assigned a 'B+' rating to the company's $465
million first-lien senior secured bank facility and a 'B-' rating
to the company's $255 million second-lien senior secured bank
facility. Standard & Poor's withdrew its ratings on the 8.5%
senior subordinated notes, due 2011.

The outlook is negative.

"The ratings reflect Euramax's highly leveraged financial profile
and aggressive financial policy," said Standard & Poor's credit
analyst Paul Kurias.  "This is partly offset by a fair business
profile, as several company products have market-leading
positions.  The company also benefits from stable margins and low
capital-intensiveness."

Euramax manufactures niche products that enjoy leading positions
in cyclical markets, including rain-carrying (gutter) systems for
the do-it-yourself market and aluminum sidewalls for the towable
recreational vehicle and manufacturing housing markets.  Euramax
sells its various products to the building and construction and
recreational vehicle markets in the U.S., U.K., The Netherlands,
and France.

Euramax's revenues and margins have been stable throughout the
recent economic downturn because of its diverse earnings base, its
leadership position in several product niches (which gives the
company pricing advantages), and the fact that it derives a
sizable portion of its sales from the more stable repair,
maintenance, and remodeling businesses.

However, many of Euramax's products involve commodity inputs, thus
they can be subject to cyclical pricing pressures.  The rating
assumes that Euramax will continue to follow its existing business
strategy, which includes modest acquisitions to increase
geographic reach and product breadth.


FASTENTECH INC: Completes Senior Secured Credit Pact Amendment
--------------------------------------------------------------
FastenTech, Inc., successfully completed an amendment to its
senior secured credit facility.  J.P. Morgan Securities Inc. and
National City Bank acted as joint bookrunners and lead arrangers
for the Lenders; Key Bank N.A. acted as a co-arranger, co-
syndication agent and co-documentation agent; LaSalle Bank N.A.
acted as a co-documentation agent; and National City Bank also
acted as co-syndication agent.  JP Morgan Chase Bank N.A. is the
administrative agent for the amended credit facility.

"We are pleased with the strong support we have received from our
financial institutions and believe this important amendment gives
us additional flexibility to continue to execute our growth
strategies," said Ron Kalich, FastenTech President and CEO.

                   Amendment Highlights

The amended credit facility, which has similar terms to the
Company's previous credit facility, provides for:

    -- An increase in the total commitment size from $115 million
       to $150 million, with an option to increase the facility by
       an additional $25 million;

    -- An extension of the original maturity date from May 1, 2008
       to May 1, 2010;

    -- Libor and prime rate interest options ranging from Libor
       +2.25% to Libor +3.0% or prime +1.25% to prime +2.0%,
       dependent upon certain financial performance benchmarks.

                 Senior Secured Credit Facility

In May 2003, the Company entered into a credit agreement.  This
credit agreement was amended and restated on June 30, 2004 to,
among other things, increase the available borrowings from
$40 million to $115 million.  The loans provided under the credit
agreement mature in May 2008.

                        About the Company

FastenTech, Inc. -- http://www.fastentech.com/-- headquartered in
Minneapolis, Minnesota, is a leading manufacturer and marketer of
highly engineered specialty components that provide critical
applications to a broad range of end-markets, including the power
generation, industrial, military, construction, medium- heavy duty
truck, recreational and automotive/ light truck markets.

                        *     *     *

As reported in the Troubled Company Reporter on June 13, 2005,
Standard & Poor's Ratings Services revised its ratings outlook on
FastenTech Inc., a global manufacturer and marketer of highly
engineered specialty fasteners, to negative from stable.  The
outlook revision reflects FastenTech's more aggressive financial
policy, specifically the significant increase in its number of
debt-financed acquisitions.

All the other ratings on FastenTech are affirmed.

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

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


FEDERAL-MOGUL: Replaces Bank One with Standard Federal & Citibank
-----------------------------------------------------------------
Federal-Mogul Corporation and its U.S. debtor-affiliates' cash
management system initially consists of 74 bank accounts
maintained at several financial institutions. Since October 2001,
18 bank accounts have been closed for various reasons, largely as
a result of Court-approved sales of facilities or the
consolidation of accounts.  The Debtors relate that the 56
accounts may generally be grouped into (x) disbursement accounts
and (y) receivables accounts.

On the receivables side, the Cash Management System consists of
6 "lockbox" depository accounts maintained at several different
banks, which are swept nightly by wire into a single
concentration account at Bank One, N.A.

On the disbursements side, the Cash Management System consists
of:

   (a) 33 disbursement accounts maintained at Bank One for
       operating, payroll, and healthcare payments purposes;

   (b) 14 miscellaneous disbursement accounts maintained at
       various institutions and used for a number of purposes,
       including petty cash, deposits, and certain healthcare
       claims; and

   (c) three stand-alone accounts maintained at Bank One for
       certain specialized disbursements.

Federal-Mogul deposits excess funds at the close of each business
day into the concentration account under the DIP financing
facility, and the funds are used to pay down or pay off so-called
"swingline" borrowings under the DIP Facility.

Cash remaining in the concentration account after those payments
are made are placed into an overnight investment vehicle.
Similarly, excess cash in the U.S. Debtors' operating accounts at
the end of each business day is swept daily into an overnight
investment vehicle.

James C. Zabriskie, Assistant Treasurer of Federal-Mogul
Corporation, informs the U.S. Bankruptcy Court for the District of
Delaware that the Debtors have been vigilant for opportunities
that might allow them to decrease the amount of fees they pay for
maintenance of the system as a whole.  In addition, the Debtors
have sought ways to take advantage of advances in technology that
would make the system more efficient and provide them with
benefits not afforded under the existing system.

In early 2005, the U.S. Debtors' treasury personnel contacted
five major financial institutions, all of whom were lenders under
the DIP Facility, with requests for pricing proposals for a cash
management structure similar to the existing structure but with a
number of enhanced features.  As a result of the search process,
the Debtors selected Standard Federal Bank, N.A., and Citibank,
N.A.

Bank One will work with the Debtors to effect an orderly transfer
of the system to Citibank and Standard Federal Bank.

The Debtors believe that it is important for the transition of
the Cash Management System to the alternate providers to be
commenced and completed as quickly as possible, for two reasons:

   (1) The Debtors want to ensure that sufficient time is
       available to effect a seamless transition of the U.S.
       Debtors' Cash Management System from Bank One and the
       other banks at which account are maintained in that system
       to Standard Federal Bank and Citibank; and

   (2) Given the substantial cost savings and efficiencies that
       the Debtors anticipate realizing as a result of the
       transition of the cash management services to Standard
       Federal Bank and Citibank, the Debtors want to maximize
       those savings and efficiencies by opening accounts at and
       transferring services to Standard Federal Bank and
       Citibank as quickly as possible.

The U.S. Debtors intend to utilize the new cash management system
at Standard Federal Bank and Citibank as soon as it is available,
to take advantage of the superior features of the new system and
to begin realizing the cost savings afforded by the new system at
the earliest possible date.

The Debtors ask the Court for permission to transfer the bulk of
the accounts comprising the U.S. Debtors' Cash Management Systems
from Bank One, at which they are currently maintained, to two
replacement financial institutions:

   1. Standard Federal Bank, as the U.S. Debtors' new provider
      for disbursements-related services; and

   2. Citibank, as the U.S. Debtors' new provider for accounts
      receivable-related services.

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


FIRST REPUBLIC: Declares Initial Preferred Stock Cash Dividend
--------------------------------------------------------------
First Republic Bank (NYSE: FRC) declared the initial cash dividend
on its 6.25% Series B Preferred Shares.

The Bank issued $50 million of Series B Preferred Stock on
March 18, 2005, represented by 2,000,000 depositary shares, which
trade on the New York Stock Exchange as FRC-PrB.  Each depositary
share has a liquidation preference of $25 and will receive an
initial dividend of $0.447049 for the period from issuance to
June 30, 2005.  The record date for this dividend is June 15,
2005.

The Series B Preferred Stock has scheduled dividend payment dates
of March 30, June 30, September 30 and December 30 of each year.
If the dividend is declared in the future, each depositary share
is entitled to receive a regular dividend of $0.390625 for a
quarterly period.

                     About First Republic Bank

First Republic Bank -- http://www.firstrepublic.com/-- is a NYSE-
traded commercial bank and wealth management firm.  The Bank
specializes in providing personalized, relationship-based wealth
management services, including private banking, investment
management, trust, brokerage, and real estate lending.  As of
March 31, 2005, the Bank had total banking and other assets under
management and administration of $25.2 billion.  First Republic
provides its services online and through branch offices in seven
major metropolitan areas: San Francisco, Los Angeles, Orange
County, San Diego, Santa Barbara, Las Vegas and New York City.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 12, 2005,
Fitch Ratings has affirmed First Republic Bank issues:

   Series 2000-FRB1

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

   Series 2000-FRB2

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

The affirmations, affecting approximately $206 million of
outstanding certificates, are being taken as a result of pool
performance and credit enhancement -- CE -- consistent with
expectations.


FRANK'S NURSERY: Court Confirms 2nd Amended Reorganization Plan
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York confirmed Frank's Nursery & Crafts, Inc.'s (OTCBB:FNCNQ)
Second Amended Chapter 11 Plan of Reorganization on June 15, 2005.
The plan confirmation is paving the way for the Company to
consummate its restructuring and emerge from Chapter 11 as a real
estate development company.

The Plan is based on the Company retaining approximately 42
parcels of real estate, which will be developed by the reorganized
Company.  As previously announced, funding for the Plan will be
provided by certain existing shareholders of the Company in the
form of convertible notes in the aggregate principal amount of
approximately $77 million and a $20 million equity investment.

The Plan generally provides that all unsecured claims will be paid
in full, plus post-petition interest.  Shareholders owning 5,000
shares or less will receive $.75 per share in cash.  Shareholders
owning more than 5,000 shares were provided the option either to
receive $.75 per share in cash, or to exchange their existing
shares for shares in the reorganized Company (subject to
dilution).  Shareholders which are accredited investors and hold
more than 100,000 shares were also offered the right to invest in
the convertible notes and equity to be issued by the reorganized
Company, pro rata with the Plan funders.

Twenty-five holders of approximately 15.2 million shares of the
Company's common stock elected to exchange their shares of common
stock for stock in the reorganized Company.  Fifteen of these
holders, holding approximately 14.3 million shares, elected to
invest in the convertible notes and equity.  Thus, the reorganized
Company will be a private company with approximately 25
shareholders.

The Company expects to emerge from Chapter 11 by the end of July,
2005, although there can be no assurances that the effective date
of the Plan will occur by that date, because among other things,
consummation of the Plan is conditioned upon allowed claims
against the Company and claims for which the Company must reserve
cash not exceeding certain limitations.

Headquartered in Troy, Michigan, Frank's Nursery & Crafts, Inc.,
operated the largest chain (as measured by sales) in the United
States of specialty retail stores devoted to the sale of lawn and
garden products.  Frank's Nursery and its parent company, FNC
Holdings, Inc., each filed a voluntary chapter 11 petition in the
U.S. Bankruptcy Court for the District of Maryland on Feb. 19,
2001.  The companies emerged under a confirmed chapter 11 plan in
May 2002.  Frank's Nursery filed another chapter 11 petition on
September 8, 2004 (Bankr. S.D.N.Y. Case No. 04-15826).  Allan B.
Hyman, Esq., at Proskauer Rose LLP, represents the Debtor.  In the
Company's second bankruptcy filing, it listed $123,829,000 in
total assets and $140,460,000 in total debts.


GARY L. LENZ: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gary L. Lenz
        aka Gary L. Lenz Trust Agreement
        aka Gary L. Lenz, Trustee
        aka Buffalo Ridge Ranch
        2685 Kerper Boulevard
        Dubuque, Iowa 52001

Bankruptcy Case No.: 05-02802

Type of Business: The Debtor owns Buffalo Ridge Ranch, a
                  160-acre property on which he raises
                  buffalo, longhorn cattle, and elk.
                  See http://www.buffaloridgeranch.com/

Chapter 11 Petition Date: June 14, 2005

Court: Northern District of Iowa (Dubuque)

Debtor's Counsel: John M. Maher, Esq.
                  4201 First Avenue Southeast
                  Cedar Rapids, Iowa 52402
                  Tel: (319) 364-5110

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Janice Lenz                   Property equalization     $400,000
c/o Robert Day, Esq.          judgment per decree
Day & Helmer, PC              of dissolution of
1141 Main Street              marriage. Case #CDDM
Dubuque, IA 52001             010255

Janice Lenz                   Spousal support in         $45,000
c/o Robert Day, Esq.          arrears
Day & Helmer, PC
1141 Main Street
Dubuque, IA 52001

Advance Design, Inc.          Personal loan to           $25,000
2685 Kerper Boulevard         pay on attorney
Dubuque, IA 52001             fees

US Bank                       Guarantor on loan to       $22,000
                              Iowa Bison Company, LLC

Janice Lenz and               Attorney fees per          $20,000
Robert L. Day, Jr.            decree of dissolution
                              of marriage entered
                              in case #CDDM 010255

Elderkin & Pirnie             Attorney fees              $15,000

Sharon Brown                  Personal loan               $8,000

Ardella Weber                 Loan                        $7,500

Honkamp, Krueger & Company    Professional fees-          $7,500
                              Accounting

Kintzinger Law Firm           Guarantor of attorney       $2,000
                              fee debt


GENERAL MOTORS: Hopes for a $93 Million Tax Break from Pontiac
--------------------------------------------------------------
Officials in Pontiac, Michigan, will discuss tonight at 7 p.m.
whether to give General Motors Corp. a tax exemption totaling
$93 million, the Associated Press reports.

GM asks the City Council to forgive:

   -- 100% of personal property taxes on a $163 million
      investment to install new equipment at the General Motors
      Truck Group's Pontiac East Assembly for 25 years; and

   -- 50% of personal property taxes on a $20 million investment
      in a new technology process at the Pontiac Metal Center for
      12 years.

The installation of new equipment at the Pontiac Facility will
save 2,738 jobs and open 289 more, the AP relates.  GM's second
investment covers installation of a hydraform stamping equipment
which will make the company more competitive and retain 39 jobs.

                             *    *    *

The world's largest automaker has reported significant declines in
sales.  The Company posted a $1.1 billion loss in the first
quarter of 2005.  GM's market share has fallen to 25.8% from a
high of 42.3% in 1984.

Fitch Ratings has downgraded the senior unsecured ratings of
General Motors, GMAC and the majority of affiliated entities to
'BB+' from 'BBB-'.  Fitch says the Rating Outlook for GM remains
Negative.  Standard & Poor's Ratings Services took similar action
in early May 2005, cutting the automaker's ratings to BB.

GM employs approximately 324,000 workers.  Earlier this month, GM
announced plans to cut 25,000 jobs by 2008.

GM's $193 billion in annual sales account for nearly 1-3/4% of the
United States' gross domestic product.  If GM were a sovereign
nation, it would rank as the 26th-largest country according to
2003 data from the World Bank -- larger than Greece, Finland or
South Africa, and smaller than Denmark, Poland or Indonesia.


GEORGETOWN STEEL: Has Until July 1 to Object to Claims
------------------------------------------------------
David O. Shelley, the Liquidating Trustee for Georgetown Steel
Company, LLC Liquidating Trust created under the Plan of
Liquidation of Georgetown Steel Company, LLC, sought and obtained
more time from the U.S. Bankruptcy Court for the District of South
Carolina to object to claims.  The new deadline is July 1, 2005.

Since Nov. 2, 2004, the Liquidating Trustee has worked to resolve
or object to outstanding claims.  Mr. Shelley has already objected
to claims asserting improper priority.  The extension will ensure
that all claim amounts have been properly reconciled.

Headquartered in Georgetown, South Carolina, Georgetown Steel
Company, LLC, manufactured high-carbon steel wire rod products
using the Direct Reduced Iron (DRI) process.  The Company filed
for chapter 11 protection on October 21, 2003 (Bankr. S.C. Case
No. 03-13156).  When the Company filed for protection from its
creditors, it listed estimated debts and assets of over $50
million.  On Oct. 20, 2004, the Court confirmed the Debtor's
Amended Plan of Liquidation and that Plan became effective on
Nov. 2, 2004.


GITTO GLOBAL: Chapter 7 Trustee Taps Verdolino as Accountant
------------------------------------------------------------
Mark G. DeGiacomo, the Chapter 7 Trustee overseeing the
liquidation of Gitto Global Corporation sought and obtained
permission from the U.S. Bankruptcy Court for the Western District
of Massachusetts to employ Verdolino & Lowey, P.C., as his
accountant, nunc pro tunc to May 3, 2005.

Verdolino & Lowey will:

   (a) prepare and file on behalf of the estate all necessary tax
       returns that may be required by federal, state or local
       law;

   (b) advise the Trustee regarding the tax implications of asset
       recovery;

   (c) advise and assist the Trustee with respect to evaluating
       and objecting to proofs of claim submitted by federal and
       state taxing authorities;

   (d) assist the Trustee in reviewing and examining the books and
       records of the Debtor with respect to potential preference
       and fraudulent conveyance or transfer claims; and

   (e) assist the Trustee with other tasks that the Trustee may
       require and reasonably request.

Craig R. Jalbert, CIRA, a member of Verdolino & Lowey, disclosed
that Verdolino & Lowey's professionals' bill:

      Designation               Hourly Rate
      -----------               -----------
      Principal                        $315
      Manager                   $240 - $275
      Staff                      $85 - $195
      Bookkeeper                 $75 - $150
      Clerk                             $65

The Chapter 7 Trustee believes that Verdolino & Lowey is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Lunenburg, Massachusetts, Gitto Global
Corporation -- http://www.gitto-global.com/-- manufactures
polyvinyl chloride, polyethylene, polypropylene and thermoplastic
olefinic compounds.  The Company filed for chapter 11 protection
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew
G. Lizotte, Esq., at Hanify & King P.C., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.
On March 4, 2005, the chapter 11 case was converted to chapter 7.
Mark G. DeGiacomo serves as the Chapter 7 Trustee.


GITTO GLOBAL: Chapter 7 Trustee Abandons Vitrolite Assets
---------------------------------------------------------
Mark G. DeGiacomo, the chapter 7 Trustee of the estate of Gitto
Global Corporation, informs the U.S. Bankruptcy Court for the
District of Massachusetts, Western Division, that he has abandoned
his interest in 1,452,158 pounds of Vitrolite mineral products
because the Debtor has no equity in these assets.

Gitto Global holds the Vitrolite mineral products pursuant to a
consignment arrangement with Vitrotech Corp., a materials
technology and research company based in California.  Vitrotech
records the value of the minerals at approximately $146,236 on its
books.

The minerals, along with accounts receivable totaling $518,328.27
and an anticipated IRS tax refund in the amount of approximately
$1.5 million, secure the $25 million pre-petition and the $485,000
million post-petition claim of LaSalle Business Credit LLC.

Headquartered in Lunenburg, Massachusetts, Gitto Global
Corporation -- http://www.gitto-global.com/-- manufactures
polyvinyl chloride, polyethylene, polypropylene and thermoplastic
olefinic compounds.  The Company filed for chapter 11 protection
on September 24, 2004 (Bankr. D. Mass. Case No. 04-45386).  Andrew
G. Lizotte, Esq., at Hanify & King P.C., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


GRAYSTON CLO: Repayment Prompts Moody's to Withdraw Ratings
-----------------------------------------------------------
Moody's Investors Service has withdrawn the ratings on the
Grayston CLO 2001-1 Ltd.  According to Moody's, the ratings were
withdrawn because the notes have been paid in full.  Grayston CLO
2001-1 Ltd. closed in April of 2001.

The ratings of these tranches have been withdrawn:

Issuer: Grayston CLO 2001-1 Ltd.

Tranche Descriptions:

  U.S. $288,000,000 Class A-1L Floating Rate Notes due May 2013

    * Prior rating: Aaa
    * Current Rating: WR

  U.S. $28,000,000 Class A-2L Floating Rate Notes due May 2013

    * Prior rating: Aa2
    * Current Rating: WR

  U.S. $31,000,000 Class A-3L Floating Rate Notes due May 2013

    * Prior rating: A3
    * Current Rating: WR

  U.S. $17,000,000 Class B-1L Floating Rate Notes due May 2013

    * Prior rating: Baa3
    * Current Rating: WR

  U.S. $10,000,000 Class B-2 11.87862% Notes due May 2013

    * Prior rating: Ba3
    * Current Rating: WR


GS MORTGAGE: Fitch Affirms Junk Ratings on $63M Cert. Classes
-------------------------------------------------------------
Fitch Ratings upgrades GS Mortgage Securities Corp. II's
commercial mortgage pass-through certificates, series 1998-C1:

     -- $102.4 million class C to 'AA' from 'AA-'.

In addition, Fitch affirms these classes:

     -- $19.3 million class A-1 'AAA';
     -- $436.0 million class A-2 'AAA';
     -- $503.5 million class A-3 'AAA';
     -- Interest-only class X 'AAA';
     -- $102.4 million class B 'AAA';
     -- $107.0 million class D 'BBB';
     -- $32.6 million class E 'BBB-';
     -- $23.3 million class G 'B+';
     -- $55.8 million class H remains 'CCC';
     -- $7.2 million class J remains at 'C'.

Fitch does not rate classes F and K.

The upgrade reflects an increase in subordination levels due to
continued loan amortization and payoffs.  As of the May 2005
distribution date, the collateral balance has been reduced 20.9%
to $1.47 billion from $1.86 billion at issuance.  To date, the
transaction has realized losses in the amount of $53.3 million.

Currently, five loans (1.1%) are being specially serviced. The
largest asset in special servicing (0.5%) is secured by a retail
center, located in Sterling Heights, MI and is real estate owned.
The loan was transferred to the special servicer in September 2003
due to the loss of the property's two anchor tenants, Builders
Square and Kmart.  Based on a recent appraisal value of the
property, a loss is expected at the time of disposition.  The
trust also includes the B-Note (0.2%) to this asset, and losses
are expected to affect this portion of the loan as well.

Fitch reviewed the credit assessments of the Americold loan
(8.7%), as well as the Four Winds Portfolio (1.3%).  The Americold
loan is secured by 28 cold-storage warehouses totaling 6.2 million
square feet.  Net cash flow decreased slightly during 2004 from
2003 but remains sufficient to cover the debt service.  The loan
maintains an investment-grade credit assessment.

The Four Winds Portfolio comprises two cross-collateralized and
cross-defaulted loans on two psychiatric facilities in Katonah, NY
and the other in Saratoga Springs, NY, totaling 263 beds.  The net
cash flow declined marginally from the previous year in 2004 but
remains slightly above levels at issuance.  The loan maintains a
below investment-grade credit assessment.


HOLLYWOOD CASINO: Has Until July 31 to Decide on Leases
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
extended the period within which Hollywood Casino Shreveport and
its debtor-affiliates must decide to assume, assume and assign, or
reject unexpired leases of nonresidential real property to
July 31, 2005.

The Debtors are parties to numerous unexpired nonresidential real
property leases.  As part of their restructuring efforts, the
Debtors are in the process of evaluating all leased real estate to
determine which leases will be assumed by the reorganized Debtors.

The Debtors believe that there are no defaults under the Unexpired
Leases.  The Debtors say they have significant cash on hand and
are generating sufficient positive net cash flow to satisfy all
obligations under the Unexpired Leases in the ordinary course of
business.

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.  Richard Levin,
Esq., Glenn Walter, Esq., and Seth Goldman, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP represent the Debtors.  The
Company owed $34,958,113 to the petitioners.


HOME RE CREDIT: S&P Assigns Low-B Ratings on $11 Million Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Home Re
Ltd./Home Re Credit LLC's $41.488 million synthetic mortgage notes
due 2012.

The ratings are based on the following:

    -- A level of credit enhancement that meets Standard & Poor's
       requirements given the mortgage insurer's exposure to the
       reference pool;

    -- The level of coverage provided to the underlying mortgage
       loans and the quality of the loans;

    -- A legal structure designed to minimize potential losses to
       certificateholders caused by the insolvency of the insurer;
       and

    -- The credit rating of the insurer.

                           Ratings Assigned

                    Home Re Ltd./Home Re Credit LLC
            $41.488 million synthetic mortgage notes due 2012

                    Class     Rating             Amount
                    -----     ------             ------
                    M-2       A              $6,906,000
                    M-3       A-             $6,906,000
                    M-4       BBB+           $6,906,000
                    M-5       BBB            $4,143,000
                    M-6       BBB-           $5,524,000
                    B-1       BB+            $4,143,000
                    B-2       BB             $2,762,000
                    B-3       BB             $2,762,000
                    B-4       BB             $1,436,000


INFOUSA INC: Vin Gupta Offer Prompts S&P to Watch Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and senior secured debt ratings on infoUSA Inc. on
CreditWatch with negative implications.

The CreditWatch listing reflects the potential for a substantial
increase in the company's debt levels following an offer to take
infoUSA private by Vin Gupta & Co. LLC -- an entity controlled by
the company's chairman and CEO and holder of about 38% of
infoUSA's common shares.  Under the terms of the proposed offer,
holders of the company's shares not held by Mr. Gupta will receive
$11.75 per share in cash.  The transaction would be debt financed,
resulting in incremental debt of about $400 million.

At March 2005, infoUSA had $200 million of debt outstanding.  Pro
forma operating lease-adjusted debt to EBITDA would increase to
more than 6x, compared with less than 3x for the 12 months ended
March 2005. Closing of the transaction is subject to, among other
things, finalizing of the debt financing, receiving the required
approvals, and executing the definitive documentation necessary to
complete the deal.

"We will review our ratings on infoUSA once a definitive agreement
is reached and following an evaluation of the company's financial
strategies and objectives," said Standard & Poor's credit analyst
Emile Courtney.

Headquartered in Omaha, Neb., infoUSA is a leading provider of
business and consumer information products, database marketing
services, data processing services, and sales and marketing
solutions.


J.L. FRENCH: Reduced Earnings Cues S&P to Junk Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services lowered it corporate credit
rating on automotive supplier J.L. French Automotive Castings Inc.
to 'CCC+' from 'B', a reflection of the company's reduced earnings
and cash flow generation prospects amid difficult automotive
industry conditions.  The outlook is negative.

Sheboygan, Wisconsin-based J.L. French has total debt of $680
million, including the present value of operating leases and debt-
like preferred stock.

J.L. French's earnings and cash flow are being pressured by
vehicle production cuts and price reductions by its major
customers.  Ford Motor Co. (BB+/Negative/B-1) and General Motors
Corp. (BB/Negative/B-1) together account for more than 80% of
total sales.  Both companies have reduced production this year
because of their falling market shares and bloated inventory
levels.  Ford plans to reduce production by 7% during the first
half of the year, while GM plans to reduce production by 11%.

Additional cuts have been announced for the third quarter.
Especially hard hit have been the car makers' sport utility
vehicle and light truck platforms, which have experienced sharp
sales declines because of tough competition and high gas prices.
Products for SUVs and light trucks make up a disproportionate
share of J.L. French's sales and profits.

The company's debt leverage is high, and Standard & Poor's
believes it will increase in 2005 because of falling EBITDA and
negative cash flow.  Despite strong EBITDA margins, in the 15%-20%
range, free cash flow generation is weak because of the company's
heavy capital spending and debt service requirements.

J.L. French will begin to see revenues from an important new
contract in late 2005, but these will not significantly boost this
year's results. Total debt to EBITDA, currently at about 7x, could
increase to 8x by the end of 2005.  Downside risk to the company's
operating performance is very high because of its dependence on
Ford and GM SUV and light truck sales.

A mandatorily redeemable $180 million preferred stock issue is
being treated as debt, however, the company should garner
increased financial flexibility from its ability to defer interest
payments on the issue, a factor incorporated into the overall
credit profile.

"The ratings are constrained by the challenges of the automotive
casting industry, which is fragmented, highly capital-intensive,
and subject to volatile demand and customer pricing pressures,"
said Standard & Poor's credit analyst Martin King.  Excess
capacity in the casting industry currently averages about 30%.

J.L. French benefits from its proprietary smelting of aluminum and
agreements with customers to pass through raw material costs.  The
company should also be helped by its technical capabilities in
large- to medium-size castings and by the industry trend toward
increased aluminum content in vehicles.


KAISER ALUMINUM: Steelworkers Ratify New Five-Year Labor Pacts
--------------------------------------------------------------
Kaiser Aluminum and the United Steelworkers jointly disclosed that
approximately 800 union members at multiple Kaiser plants have
ratified new five-year labor agreements.

The new agreements commence on July 1, 2005, run through various
expiration dates in 2010, and cover employees at plants in Newark,
Ohio; Tulsa, Oklahoma; Richmond, Virginia; and Spokane,
Washington.

The agreements provide generally similar terms at each plant,
including:

   -- a ratification-signing bonus;
   -- typical industry-level annual wage increases;
   -- an opportunity to share in plant profitability; and
   -- a continuation of benefits modeled along the lines of the
      settlement between the parties approved by the Bankruptcy
      Court in February 2005.

"I commend the Steelworker leadership for its cooperative approach
to the discussions leading up to the new agreements," said Jack A.
Hockema, President and Chief Executive Officer of Kaiser Aluminum.
"The company values its long relationship with the United
Steelworkers, and I believe both parties share the same objective
of having Kaiser emerge from Chapter 11 poised for long-term
success."

"We are pleased with the new agreements," said David Foster,
District Director of the United Steelworkers.  "They provide our
members with an attractive wage and benefit package, along with
the peace of mind that comes from having a new contract in place
well in advance of the current contract expirations.  Steelworkers
at these plants are eager to contribute to the long-term future of
Kaiser Aluminum."

The current agreements between the parties had various expiration
dates later in 2005 and/or keyed to the timing of the company's
emergence from Chapter 11.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.


LIBERTY SQUARE: Partial Payment Cues Moody's to Lift Notes Ratings
------------------------------------------------------------------
Moody's Investors Service removed from the watchlist for possible
downgrade:

   * U.S. $140,000,000 Class A-1 Floating Rate Notes due
     June 1, 2013,

   * U.S. $30,000,000 Class A-2 Floating Rate Notes due
     June 1, 2013,

   * U.S. $22,500,000 Class B Floating Rate Notes due
     June 1, 2013,

   * U.S. $25,000,000 Class C Floating Rate Notes due
     June 1, 2013,

   * U.S. $10,000,000 Class D Floating Rate Notes due
     June 1, 2013, and

   * U.S. $30,000,000 Combination Notes due June 1, 2013.

The current rating action reflects the partial redemption of the
Class D notes, and the improved credit quality of the collateral
pool, as a whole.

Issuer: Liberty Square CDO II, Ltd./Liberty Square CDO II Corp.

Class Description: U.S. $140,000,000 Class A-1 Floating Rate Notes
                   due June 1, 2013;  U.S. $30,000,000 Class A-2
                   Floating Rate Notes due June 1, 2013

   * New Rating:   Aaa
   * Prior Rating: Aaa on watch for possible downgrade

Class Description: U.S. $22,500,000 Class B Floating Rate Notes
                   due June 1, 2013

   * New Rating:   Aa3
   * Prior Rating: Aa3 on watch for possible downgrade

Class Description: U.S. $25,000,000 Class C Floating Rate Notes
                   due June 1, 2013

   * New Rating:   Baa3
   * Prior Rating: Baa3 on watch for possible downgrade

Class Description: U.S. $10,000,000 Class D Floating Rate Notes
                   due June 1, 2013

   * New Rating:   Ba3
   * Prior Rating: Ba3 on watch for possible downgrade

Class Description: U.S. $30,000,000 Combination Notes
                   due June 1, 2013

   * New Rating:   Aaa
   * Prior Rating: Aaa on watch for possible downgrade


LIVINGSTON COUNTY: Credit Risks Cue S&P to Rate $9.7M Bonds at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Livingston County Industrial Development Agency's $9.66 million
series 2005 bonds, issued for Nicholas H. Noyes Memorial Hospital,
N.Y.  The outlook is stable.

The rating reflects the following credit risks:

    * the overall small size of the business base, with reliance
      on a small group of physicians for a large percent of
      admissions;

    * high out-migration, with more than half of patients
      seeking care outside the primary service area;

    * a high debt burden (more than 6% of revenues); and

    * risks associated with the expansion project that is
      currently being undertaken, including risks related to
      construction and fundraising.

Credit strengths include a lengthening track record of operational
improvement, highlighted by the strong 2004 performance that has
continued in 2005, and growing liquidity, which is currently at 90
days' cash and 82% of debt (46% of pro forma debt).

Other credit factors include:

    * continued modest growth in patient volumes (both inpatient
      and outpatient);

    * adequate demographics, with a small, but modestly growing,
      service area population; and

    * stable management and governance.

Although the expansion project currently being undertaken should
result in higher patient volumes, improved patient satisfaction,
and incremental income, the health system faces typical risks,
including those related to construction cost estimates and the
$2.9 million portion of the project that is projected to come from
fundraising.  Cost overruns or fundraising shortfalls could result
in lower unrestricted liquidity.

"The stable outlook reflects the expectation of continued modest
volume gains that are commensurate with the slow population growth
and measured expansion of services," said Standard & Poor's credit
analyst Liz Sweeney.

If the medical staff remains stable, operations should remain
solid for 2005 and 2006.  Credit risks during the next two years
will revolve around the construction of the project and any
unexpected medical staff departures.  The ability to achieve a
higher rating will depend on the successful completion and
operation of the new project with no diminution in liquidity and
the demonstration of the ability to manage the likely retirement
of some of the leading physicians in the next several years.

The bonds will refund $2 million of Nicholas H. Noyes Memorial
Hospital's existing bonds as well as provide $7.7 million of new
money towards a $10.5 million project that includes new surgical
suites and a larger intensive-care unit.  The bonds are secured by
the gross revenues of the hospital, a mortgage on the hospital's
land and facility, and a guarantee of the hospital's foundation.
The hospital and the foundation are both part of Livingston Health
Care System, which also includes a real estate holding company.
Standard & Poor's analysis applies to Livingston Health Care
System as a whole.

After the issuance, Livingston Health Care System will have
$18.4 million in outstanding long-term debt, all of which will be
fixed rate.


MARKETXT INC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: MarketXT, Inc.
        aka Eclipse Trading, Inc.
        c/o The Law Offices of Gabriel Del Virginia
        641 Lexington Avenue, 18th Floor
        New York, NY 10022

Bankruptcy Case No.: 05-14349

Type of Business: The Debtor develops technology-based products
                  and services that seek to modernize trading by
                  significantly increasing the efficiency of
                  institutional trades for both the buy- and sell-
                  side.  The Parent of the Debtor, MarketXT
                  Holdings Corporation, also filed for chapter 11
                  protection on Mar. 26, 2004 (Bankr. S.D.N.Y.
                  Case No. 04-12078).  There is also an
                  involuntary chapter 11 petition filed against
                  Epoch Investment, L.P., fka Empyrean
                  Investments, L.P., on May 12, 2005 (Bankr.
                  S.D.N.Y. Case No. 05-13470).  The Hon. Judge
                  Allan L. Gropper is presiding all cases.

Chapter 11 Petition Date: June 15, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  The Law Offices of Gabriel Del Virginia
                  641 Lexington Avenue, 18th Floor
                  New York, NY 10022

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
IIG Capital                      Secured and          $3,427,000
1500 Broadway, 17th Floor        Unsecured Debt
New York, NY 10036

Capital Markets                  Judgment             $1,326,020
c/o Joseph & Herzfeld
757 Third Avenue, Suite 2500
New York, NY 10017
Attn: E. Gurvitz, Esq.

NASD Markets, Inc.               Litigation             $925,000
c/o Joel S. Stuttman, P.C.
303 Old Tarrytown Road
White Plains, NY 10603

Schiff Hardin LLP                Legal Fees             $500,000
6600 Sears Tower
Chicago, IL 60606

Proskauer Rose LLP               Judgment               $293,000
1585 Broadway
New York, NY 10036-8299
Attn: Bart Schectman, Esq.

Amina Semlali                    Litigation             $250,000
c/o Begos & Horgan
327 Riverside Avenue
Westport, CT 06880
Attn: Chris Brown, Esq.

Katuria Smith                    Judgment               $225,000
285 Lino Boulevard
Lido Beach, NY 11561

100 Property LLC                 Remaining Balance      $200,000
c/o Fried Frank Harris           Due on Judgment
Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
Attn: Greg Weiner

Pension Clearing                 Trade Debt             $132,789

NYFI                             Trade Debt              $67,656

Cadwalader,                      Legal Fees              $31,767
Wickersham & Taft LLP

Verizon                          Trade Debt              $26,251

Meyers, Saxon & Cole for         Trade Debt              $12,246
NCO Financial Systems

Vengroff, Williams & Associates  Collection Fees          $6,400

Track ECN                        ECN Charges              $4,947

American Arbitration             Arbitration Fees         $4,085
Association

State of Delaware                Taxes & Licenses           $620
c/o The Secretary of the
State of Delaware

Corporation Services Company     Statutory                  $768
                                 Representation Fees

Porter Capital Corporation       Factor Fees                 $27


MERIDIAN AUTOMOTIVE: Can Pay Up to $6MM for Shipping & Lien Claims
------------------------------------------------------------------
Judge Walrath authorizes Meridian Automotive Systems, Inc., and
its debtor-affiliates to pay up to $2.535 million for Walbridge
Aldinger Company's claim.  The Debtors are also authorized to pay
up to $737,500 for the Holdback Claim when it becomes due and
payable.

The Official Committee of Unsecured Creditors, however, may
object to the propriety of the payments prior to the time they
are made, if after further investigation, the Committee deems an
objection to be warranted.

The Debtors are also authorized to pay several lien claimants,
including ABB, Inc., Belco Industries, Precise Finishing Systems,
Engineered Conveyors, Jervis B. Webb, and Kendall Electric, up to
$2.85 million for their claims.

          Debtors Seek Increase of Authorized Payments

The Debtors inform the U.S. Bankruptcy Court for the District of
Delaware that $1.5 million is insufficient to satisfy the
prepetition claims of all Shippers and Warehousemen who regularly
perform services for them.

Edward J. Kosmowski, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, tells the Court that the Debtors'
underestimation of the total Shipping and Warehousing Claims is
primarily attributable to the fact that several Shippers have
delayed submissions of their prepetition invoices to Nolan &
Cunnings, Inc.

Nolan is a third party logistics coordinator in charge of
managing the logistics of the Debtors' supply and delivery
system.  Nolan audits the Shippers' invoices and then bills the
Debtors for the Shippers' services.

Based on additional prepetition invoices that were submitted to
Nolan & Cunnings since the Petition Date, the Debtors need an
additional $600,000, on account of prepetition Shipping and
Warehousing Claims.

However, the Debtors will only pay the Shipping and Warehousing
Claims:

   * if the benefit to their estates from making the payments
     would exceed the costs that the Debtors would incur by
     bringing actions to compel the turnover of goods in the
     possession of the vendors and the delays associated with the
     actions; or

   * if the Debtors believe that failure to pay the Shipping and
     Warehousing Claims will disrupt their supply and
     distribution network.

The Debtors have also determined that $1.5 million will not cover
all Lien Claimant Claims, which primarily consist of claims
asserted by tool and die manufacturers who create non-customer
reimbursable tooling for the Debtors.

According to Mr. Kosmowski, the Debtors' underestimation of the
total Lien Clamant Claim is the result of:

    -- the delay of several Lien Claimants in submitting
       prepetition invoices to the Debtors as a result of the
       Debtors' bankruptcy filing; and

    -- the Debtors' failure to account for the past due amounts
       owed to several Lien Claimants dating back to several
       months prior to the Petition Date.

The Debtors have determined that they need to pay an additional
$400,000, on account of prepetition Lien Claimant Claims.

Accordingly, the Debtors ask the Court for authority to pay:

   (1) an additional $600,000 for prepetition Shipping and
       Warehousing Claims to:

          (i) secure the release of all goods, which may be held
              by Shippers or Warehousemen on account of unpaid
              prepetition invoices;

         (ii) maintain a reliable and efficient distribution
              network; and

        (iii) induce critical Shippers and Warehousemen to
              continue performing services for the Debtors on a
              postpetition basis; and

   (2) an additional $400,000 to cover all Lien Claimant Claims.

The Debtors also seek the Court's permission to discharge, on a
case-by-case basis, all Lien Claimant Claims that have given or
could give rise to a Statutory Lien against the Debtors' goods,
tooling, and facilities and plants.  With respect to each Lien
Claimant Claim, the Debtors will not pay a Lien Claimant Claim
unless the Lien Claimant has perfected, or is capable of
perfecting in the future, one or more Statutory Liens in respect
of the claim.

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: Wants Court to Okay Appleton Papers Sublease
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
operate 20 manufacturing facilities, including one in Kansas City.
The Kansas facility is the center of the Debtors' fascia
production and is currently the only facility at which the
Debtors are capable of producing fascias.

As part of its operations, the Kansas Facility expects to launch
production of fascias for both the Dodge Ram and Ford Ranger
around June or July 2005.  According to Robert S. Brady, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
these new product launches are vital to the Debtors because the
launches will not only increase the Debtors' penetration in the
fascia market, but will also add DaimlerChrysler as an original
equipment manufacturer customer to their fascia manufacturing
business.

To accommodate the launch of these new products, however, the
Debtors need additional storage space for the Kansas Facility.
By this motion, the Debtors seek authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
sublease agreement with Appleton Papers, Inc., for 40,000
square feet of warehouse space and for the non-exclusive use of
drive-in and dock doors.

Appleton Papers currently leases space at a warehouse at 1100
Blake Street, Edwardsville, Kansas, pursuant to a lease agreement
dated December 21, 1995, as amended, with Discovery Acquisitions,
Inc.

The Debtors will utilize the warehouse space for storing:

   (i) finished parts manufactured at the Kansas Facility and
       work-in-progress racks; and

  (ii) packaging and shipping parts to the Debtors' OEM
       customers.

Mr. Brady explains that the close geographic proximity of the
Warehouse and the Debtors' Kansas Facility will streamline the
logistics of transporting the finished Dodge Ram and Ford Ranger
fascias to the Warehouse and then to the Debtors' OEM customers.

The relevant terms of the Sublease Agreement include:

A. Term

   The initial term of the Sublease Agreement is two years,
   commencing on June 1, 2005, and will automatically be extended
   for additional, succeeding one-month terms.  After the Initial
   term, either the Debtors or Appleton Papers may terminate the
   Sublease Agreement on 30 days' prior written notice.

B. Rent

   Rent is to be paid at a rate of $14,500 per month, which is
   equivalent to a base rent of $3.60 per square foot and an
   additional rent of $0.50 per square foot for utilities and
   $0.25 per square foot for common area maintenance.  The rental
   rate includes all utilities that currently service the
   Sublease Agreement, all property taxes, levies, assessments
   and building maintenance.  The Debtors will be responsible for
   all cleaning and janitorial services.

C. Security Deposit

   Appleton Papers will receive a $14,500 security deposit.

D. Use and Occupancy

   The Sublease Agreement may be used for storing cardboard,
   pallets and plastic parts in connection with the Debtors'
   business.

E. Repairs and Maintenance

   The Debtors are responsible for maintaining the Sublease
   Agreement in good condition, normal wear and tear excepted.

F. Insurance

   Throughout the term of the Sublease Agreement, the Debtors
   will maintain:

      (i) commercial comprehensive general liability insurance
          that provides policy limits of at least $1,000,000 per
          occurrence for bodily injury and property damage
          combined;

     (ii) automobile liability insurance that is applicable to
          all owned, non-owned and hired vehicles operated in the
          course of the Debtors' business activities, and which
          provides policy limits of at least $1,000,000 per
          occurrence of bodily injury and property damage
          combined; and

    (iii) workers compensation insurance that provides statutory
          benefits and employers liability coverage applicable to
          all of the Debtors' employees who perform activities or
          provide support for the Debtors.

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: Committee Hires Huron as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Huron Consulting Services LLC as its financial advisor in
Meridian Automotive Systems, Inc., and its debtor-affiliates'
Chapter 11 cases, nunc pro tunc, to May 16, 2005.

Thomas L. Fitzpatrick, a Co-Chair of the Committee, tells Judge
Walrath that Huron is well qualified to assist the Committee in
the critical tasks associated with analyzing and implementing
critical restructuring alternatives throughout the Debtors'
cases.  Huron is a nationally recognized provider of financial
and operational consulting services.  The firm has served a wide
variety of financially sound and distressed organizations,
including Fortune 500 companies, medium-sized businesses, leading
academic institutions, healthcare organizations, and the law
firms that represent the various organizations.

As financial advisor, Huron will:

   (a) monitor and analyze the Debtors' operations and financial
       condition, cash expenditures, court filings, business
       plans, operating forecasts, strategy, projected cash
       requirements, and management;

   (b) attend meetings of the Committee, the Debtors, and their
       professionals, including Court hearings, and participate
       in other matters and on occasions as the Committee may,
       from time-to-time, request;

   (c) review and analyze any restructuring or plan of
       reorganization proposed by the Debtors or any other party,
       and assist the Committee in developing, structuring,
       evaluating, and negotiating the terms and conditions of
       any restructuring plan or reorganization, including
       analysis with respect to the value of securities, if any,
       that may be distributed to unsecured creditors under any
       restructuring or plan;

   (d) analyze any merger, acquisition, divestiture, joint
       venture, or new project transactions proposed by the
       Debtors;

   (e) review, analyze, and recommend any proposed disposition of
       the Debtors' assets, DIP Financing, proposed operational
       changes, and any expenditures out of the ordinary course
       of the Debtors' business, including employee retention
       plans and other related programs;

   (f) review and analyze any other proposed transactions for
       which the Debtors seek approval;

   (g) review and analyze financial information prepared by the
       Debtors, their accountants and other financial advisors,
       and review reports relating to the Debtors' business and
       operations;

   (h) analyze with respect to the prepetition property,
       liabilities, and the Debtors' financial condition, and the
       transfers to and accounts with and among the Debtors'
       affiliates;

   (i) provide support for any Court proceedings as necessary or
       appropriate to the maximization of recovery by the
       Committee's constituents, including expert witness or
       other testimony;

   (j) provide valuation and general restructuring advice with
       respect to financial, business, and economics issues, as
       requested by the Committee; and

   (k) provide other services as the Committee may, from time-to-
       time, deem necessary or appropriate.

For its services, the Debtors will pay Huron at a rate not to
exceed $125,000 per month, plus expenses incurred by the firm in
connection with its services.

Huron's hourly rates are:

            Managing Director               $575 - $650
            Director                        $425 - $500
            Manager                         $325 - $400
            Associate                       $250 - $300
            Analyst                         $175 - $225

Michael J. Kennelly, a Managing Director at Huron's Corporate
Advisory Services Group, assures the Court that the firm does not
represent any of the Debtors' creditors or other parties-in-
interest, or their attorneys or accountants, in matters that are
adverse to the Debtors or their estates' interest.  The firm is a
"disinterested person," as that term is defined under Section
101(14) of the Bankruptcy Code.

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).


METHANEX CORP: Moody's Affirms $250M Sr. Unsec. Notes' Ba1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 ratings of Methanex
Corporation and changed the outlook on the company's ratings to
positive.  The revision of the outlook to positive reflects the
combination of an improving outlook for the company's
intermediate-term financial performance due to:

   * elevated feedstock costs for producers without access to low-
     cost natural gas;

   * the shut-down of additional industry capacity;  and

   * the recently renewed bank facility, which benefits
     bondholders.

Ratings affirmed:

   * $250 million senior unsecured notes due 2005 - Ba1
   * $200 million senior unsecured notes due 2012 - Ba1
   * Senior Implied Rating - Ba1
   * Senior Unsecured Issuer Rating - Ba1

Methanex's Ba1 senior implied rating continues to reflect:

   * the company's position as the largest global supplier of
     methanol with over 20% market share;

   * strong financial metrics for a Ba1 company;

   * long-term low-price natural gas contracts;

   * relatively conservative financial policies for a Ba1 company;

   * significant logistical benefits due to the volume of methanol
     sold globally; and

   * a large cash balance.

The company's ratings are tempered by:

   * business risk as a single product commodity petrochemical
     company;

   * its limited number of operating locations with access to low-
     cost gas;

   * a high level of operating leases;

   * concerns over uninterrupted access to natural gas from
     Argentina;

   * the significant increase in new methanol capacity scheduled
     to come on-stream through 2008;  and

   * demand growth that will be negatively impacted by the phase-
     out of MTBE in the US over the next several years.

The outlook change was prompted by the continuation of elevated
methanol prices, which is contrary to Moody's prior expectations,
and the execution of a new bank agreement, which improves
liquidity due to the extended term (June 2010) and makes other
changes that benefit bondholders.  Additionally, the positive
outlook reflects the anticipation that Methanex will refinance a
significant portion of the $250 million debt maturing in August of
2005.

If the company successfully refinances its upcoming maturity and
free cash flow remains above $200 million on an annualized basis,
prior to year end, Moody's could raise the company's rating.
However, if methanol prices fall below $150/metric tonne and free
cash flow on an annualized basis falls below $150 million then the
outlook on the company's ratings would likely return to stable
assuming free cash flow falls as well.  Moody's noted that
Methanex's cash flow metrics will be the primary driver of its
credit ratings.

The positive outlook also reflects Moody's belief that Methanex's
financial policies and operating model could potentially support
an investment grade rating now that Methanex has significantly
reduced its exposure to higher-cost methanol capacity, while
keeping debt at reasonable levels.  Financial metrics are
currently elevated on an unadjusted basis with retained cash flow
to total debt of over 50% and free cash flow to total debt of over
30%.

However, when these metrics are adjusted for the company's
operating leases (capitalized at roughly $725 million); they fall
to 32% and 20%, respectively.  Based on Moody's estimates, even if
methanol prices fall to $150/metric tonne (Moody's estimate for
future mid-cycle pricing), the company should still generate
financial metrics that could support an investment grade rating.

Additionally, Methanex has demonstrated the ability and
willingness to reduce financial leverage as evidenced by its
redemption of all of Titan Methanol Company's non-recourse debt
($184 million) during 2004.  Although the company's Board of
Directors recently approved a significant increase in the common
stock dividend, Moody's believes the company's shareholder
enhancement activities will not expand significantly beyond those
currently in place, or cause the company's cash balance to be
substantially reduced over time.

Methanex has roughly $250 million of debt coming due in August
2005.  While Methanex should have sufficient cash to repay this
maturity, Moody's believes that it will refinance some or all of
this debt and hold cash for future investments (i.e., new
international methanol plants, in Egypt or elsewhere, with access
to low cost natural gas) or utilize a portion for shareholder
enhancement activities (Methanex spent $119 million on dividends
and share repurchases in 2004).  Methanex had cash of $234 million
(excludes cash at its Atlas joint venture) as of March 31, 2004
and its $250 million revolving credit facility was fully
available.

Roughly 6.34 million metric tonnes of new low-cost capacity have,
or are expected to, come on-stream in 2004 and 2005.  This
represents approximately 20% of global demand.  Despite the start-
up of 3.7 million metric tonnes of this new capacity in 2004 and
early 2005, methanol prices have not declined as Moody's had
expected due to higher feedstock prices at plants without access
to low-cost natural gas, and the shut down of 1.4 million metric
tonnes of existing high-cost capacity in the US, plus the
anticipated reduction of capacity at Methanex's New Zealand and
Canadian facilities (1.1 and 0.5 million metric tonnes per year,
respectively).

By the end of 2005, once the additional 2.65 million metric tonnes
of capacity comes on-line, Moody's now believes that the drop in
prices could be moderated by the shut down of additional capacity
in the US and the continuing high cost of feedstocks at plants
that do not have access to low-cost natural gas or coal.
Currently, Moody's anticipates that methanol prices will likely
remain above $200/metric tonne for the remainder of 2005 and above
$180/metric tonne in 2006.

Moody's does expect the price of methanol to decline further as
the next wave of new low-cost international capacity comes on-
stream in 2007-2008.  However, the price decline may again be
limited due to the high feedstock costs at plants without access
to low-cost natural gas.  Additionally, over the next 12-18
months, Moody's expects that the remaining natural gas-based
methanol capacity in the US and Canada will be shut down (over 2.5
million metric tonnes) and that much of the higher cost capacity
in Western Europe and some in Asia will be closed in the 2007-2008
timeframe.

With respect to its operating model, Methanex has dramatically
altered its manufacturing footprint by expanding capacity in
countries (Chile and Trinidad) with access to low cost natural
gas.  Moreover, the company will soon have the flexibility to shut
down its high-cost Kitimat, Canada facility, pending the
expiration of an ammonia supply agreement at the end of 2005.
Access to low-cost feedstocks is important since the raw material
feedstock accounts for the vast majority of production costs
(i.e., 70-85% depending on the price of the feedstock) at a
methanol plant.

Notwithstanding these positive credit factors, Moody's is modestly
concerned over Methanex ability to maintain unfettered access to
Argentine natural gas at its Chilean facilities.  Once Chile IV is
started, Methanex's Chilean facilities will account for roughly
60% of its effective methanol capacity.  Methanex purchases the
majority of its natural gas requirements for its Chilean
facilities from producers in Argentina.

For several months during 2004, the Argentinean government
implemented quotas that curtailed the amount of natural gas that
could be exported, which adversely affected production at
Methanex's Chilean facilities; less than a 5% reduction on a full
year basis.  After reviewing Methanex's gas supply situation in
Chile, and despite recent comments by the Argentina's President
regarding the future export of natural gas, Moody's currently
believes that any interruption in natural gas supplies over the
near-term should have only a marginal impact on volumes (i.e.,
less than a 10% reduction).

However, recent unrest in Bolivia, which is also a supplier of
natural gas to northern Argentina, could cause the export of
natural gas from Argentina to other countries to become a larger
political issue within Argentina over the longer-term.  Concern
over gas supply to the company's Chilean facilities is likely to
limit ratings over the longer term.  Although a ratings upgrade to
Baa3 is possible, it is unlikely that the rating will improve
further given the importance of the Chilean assets to the company
and the uncertainty surrounding gas supply.

Methanex's Chilean facilities are located near Argentina's major
natural gas fields at the southern tip of South America.  The
transport of natural gas to the north in Argentina is limited by
pipeline capacity.  While Moody's anticipates that there will be
an expansion of the pipeline's capacity, additional production
capacity is expected to provide ample excess capacity for
Methanex's production requirements.  Hence, Moody's conclusion
that any restriction on gas supply from Argentina to Methanex's
facility will be limited to potential seasonal restrictions during
the winter months and/or temporary production problems in the gas
fields.

Based in Vancouver, British Columbia Methanex is the world's
largest producer of methanol.  Methanex operates methanol
production facilities located in:

   * Chile,
   * Trinidad,
   * New Zealand, and
   * Canada.

The company reported revenues of $1.8 billion over the LTM period
ended March 31, 2005.


METROPCS INC: Payment Prompts Moody's to Withdraw Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service today withdrew the ratings of MetroPCS,
Inc. as the rated obligations have been repaid.  These ratings
have been withdrawn:

   * B2 senior implied
   * B3 issuer rating
   * B3 10.75% Senior Notes due 2011

Headquartered in Dallas, MetroPCS, Inc. is a regional provider of
wireless communications services in the US.


MGM MIRAGE: Fitch Rates MGM Mirage's New Senior Notes at BB
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB' to MGM MIRAGE's (NYSE:
MGG) $500 million 6.625% senior notes due 2015.  Proceeds will be
used to repay bank debt and for general corporate purposes.  The
rating Outlook is Stable.

Fitch downgraded the ratings of MGM on April 25, 2005 following
the close of its acquisition of Mandalay Resort Group.  The
acquisition had resulted in a material increase in debt to $12.7
billion initially from $5.5 billion at March 31, 2005, with pro
forma trailing leverage peaking at 5.7 times (x).  Since that
time, MGM has made better-than-expected progress reducing debt
levels of the combined company.

Strong operating cash flow and the consolidation of Mandalay into
MGM's centralized cash management has allowed the company to repay
$322 million in debt in just six weeks since closing.  This debt
reduction is incremental to the $525 million in sale proceeds from
the Detroit MotorCity interest, which were applied to debt shortly
before closing.  Based on this new information, debt levels should
be approximately $12.4 billion by second quarter end, implying pro
forma leverage in the 5.5x range.  This marks significant
progress; however, Fitch continues to believe MGM's announced
growth projects will keep leverage above 5.0x through at least
2006.

Liquidity is solid as cash from operations combined with revolver
availability and cash-on-hand appear adequate to support the
company's growth initiatives and meet debt maturities through at
least 2006.  MGG's newly unencumbered asset base could also
improve financial flexibility, allowing the company to sell or
mortgage assets to raise capital. Liquidity could be compromised
if Mandalay noteholders choose to exercise their Change of Control
option.  Ratings may be reviewed in the event that any or all of
the bonds are put.  Currently $500 million of these notes are
trading near the 101 redemption price.

Positive credit attributes include the company's strong brand
equity, high quality assets, leading margins, and significant
discretionary free cash flow.  MGG's current management team has a
strong track-record of integrating acquisitions and improving
operations.  The acquisition should solidify MGG's already leading
position on the Las Vegas Strip and provide diversification away
from the ultra high-end customer.


MGG should also benefit the strategic and synergistic benefits of
Mandalay's convention center and strong free cash flow generation.
Overconcentration in Las Vegas is somewhat offset by the highly
stable, casino-friendly regulatory environment of Las Vegas.
Fitch is also encouraged by the earnings growth on the Las Vegas
Strip and the optimistic outlook for 2005 of higher room rates and
strong convention bookings.

Ratings concerns center on the company's significant concentration
in Las Vegas (pre-and postmerger) and continued risk that cash
flow will be directed towards investment opportunities or share
repurchases rather than further capital structure strengthening.

Currently, there are numerous growth projects in the pipeline (UK
Gaming, Macau, and the Detroit permanent facility), which have not
yet been factored into the capital spending budgets for 2005 and
2006.  Additional share repurchases appear highly unlikely, but
MGG has 20 million shares remaining under its current
authorization.  MGG was an aggressive purchaser of shares in 2003
and 2004.  Ratings also consider formidable near-term competitive
supply additions to the Las Vegas Strip, including Wynn Resort
(April 2005) and Palazzo (March 2007), which could cannibalize
MGG's high-end business and potentially slow the deleveraging
process.

The Stable Outlook reflects the optimistic outlook for the Las
Vegas market and Fitch's expectation of continued improvement in
operating results driven by strong top-line growth and margin
improvement.  However, this view is tempered by MGM's heavy
capital spending plans over the next several years, which will
preclude material improvement in credit measures beyond levels
consistent with the current category.


MILWAUKEE POLICE: Court Approves Facility Sale to COA for $450K
---------------------------------------------------------------
The Honorable Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin approved the sale of the Milwaukee
Police Athletic League facility located at 2320 West Burleigh
Street.  The Children's Outing Association will acquire the
property for $450,000.

The facility has to be sold after donations dried up.  Funds used
to keep the facility running stopped coming in after former state
Senator Gary George was convicted for getting kickbacks from the
construction of the facility.

Judge Kelley was quoted during a hearing on Monday that the deal
provides a winning situation for the league, the purchaser and the
residents who will benefit from having the center remain open.

"The bank is the big loser, but it's good to see the bank looking
beyond the bottom line and to the community," Judge Kelley praised
the U.S. Bank which holds a $2.8 million lien on the facility.

Paul Lucey, Esq., counsel for the U.S. Bank told the Milwaukee
Journal Sentinel that the bank supported the sale and would want
the league to continue its mission of police working with youth in
the community.

Under the sale agreement, the league will continue its youth
mentoring program.  The Children's Outing Association will run
majority of the sports programs in the facility.

Headquartered in Milwaukee, Wisconsin, Milwaukee Police Athletic
League, Inc.,


MIRANT CORP: Court Approves Bid Procedures on Gas Turbines Sale
---------------------------------------------------------------
Judge Lynn of the U.S. Bankruptcy Court for the Northern District
of Texas approves the bid procedures of the proposed sale of
Mirant Corporation's gas turbines in Japan to Mitsubishi Power and
the payment of the topping fee and expense reimbursement.  The
Court authorizes and directs the Debtors to comply with the
Agreement, as it relates to the Topping Fee and Expense
Reimbursement.  Mitsubishi initially offered $23 million for the
Turbines.  The bid procedures and protections appears in the
Troubled Company Reporter on June 7, 2005.

In the event of a competing bid for the Turbines, Mitsubishi will
be entitled to submit successive overbids and in the calculation
of the amount of its initial increased overbid for a credit equal
to $345,000 to its overbids.

The Sale Hearing will be on June 29, 2005, at 10:30 a.m.
Prevailing Central Time, or as soon thereafter as counsel may be
heard.

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: U.S. Dept. of Energy Wants Set-Off Rights Untouched
----------------------------------------------------------------
Bonneville Power Administration and the Western Area Power
Administration are power-marketing administrations within the
United States Department of Energy.

Bonneville Power asserted Claim No. 7572 against Mirant Americas
Energy Marketing, L.P., for $1,085,040.  The Claim arises out of
Bonneville Power's termination of Confirmation Agreement No.
01PB-23797 dated November 17, 2000.  Under the Confirmation
Agreement, Bonneville Power purchased a three-year, one-time call
option to purchase a set amount of firm power from MAEM from 2004
through 2006.

Western Area Power, on the other hand, filed Claim No. 7570
against MAEM for $8,205 representing unpaid power MAEM purchased
prepetition.

               Bonneville Power's Stay Violation

In November 2003, the United States Bankruptcy Court for the
Northern District of Texas found that Bonneville Power violated
the automatic stay under Section 362(a) of the Bankruptcy Code in
terminating the Confirmation Agreement.  The Court ordered
Bonneville Power to withdraw its letter terminating the
Confirmation Agreement.

Bonneville Power took an appeal from the Stay Violation Order,
and subsequently filed a motion to modify the automatic stay to
terminate the Confirmation Agreement retroactive to July 30,
2003.  The Court denied the request.

In January 2004, Bonneville Power filed an appeal from the Lift
Stay Order and filed its proof of claim.

The United States District Court for the Northern District of
Texas consolidated Bonneville Power's appeals.  On August 13,
2004, the District Court affirmed the Stay Violation Order and
the Lift Stay Order.  Bonneville Power filed an appeal from the
District Court's Order.

Briefing on Bonneville Power's appeal before the Fifth Circuit
Court is complete.  Oral argument is tentatively scheduled for
the last week of August 2005.

U.S. Assistant Attorney General Peter D. Keisler relates that the
Debtors' Plan enjoins creditors from asserting setoff or
recoupment.  The Plan cannot enjoin the exercise of setoff and
recoupment, and any confirmation order should expressly provide
that those rights are preserved notwithstanding anything in the
Plan or the confirmation order, Mr. Keisler argues.

Mr. Keisler notes that Section 553 of the Bankruptcy Code
"protects the right to a setoff from the operation of the
remainder of the bankruptcy code."  According to Mr. Keisler,
Section 553 must take precedence over Section 1141, which
provides for the discharge of certain debts arising before the
date a plan is confirmed.

Mr. Keisler notes that "the right to recoupment does not
constitute a debt which is dischargeable," and cites that in In
re Madigan, 270 B.R. 749, 754 (B.A.P. 9th Cir. 2001), the Circuit
Court found that "[s]ince recoupment is neither a claim or a
debt, it is unaffected by the either the automatic stay or the
debtor's discharge."

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 Places Low-B Ratings on $49M Mortgage Certs.
------------------------------------------------------------------
Fitch Ratings affirms Morgan Stanley Capital I Inc., series 2004-
RR commercial mortgage-backed securities pass-through
certificates:

     -- $12,300,000 class F-1 'A-';
     -- Interest-only class F-X 'A-';
     -- $11,406,000 class F-2 'BBB+';
     -- $7,241,000 class F-3 'BBB';
     -- $8,236,000 class F-4 'BBB-';
     -- $13,613,000 class F-5 'BB+';
     -- $5,735,000 class F-6 'BB';
     -- $29,699,752 class F-7 'BB-'.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are $88,230,752 of the class F
certificates from Morgan Stanley Capital I Inc., series 1997-RR,
which is, in turn, backed by all or a portion of 40 classes of
fixed-rate commercial mortgage-backed securities.

As of the April 2005 distribution date, total delinquencies
calculated as a percentage of the underlying transactions'
aggregate certificate balance were as follows: 0.08% 60 days
delinquent, 1.5% 90 days delinquent, 0.24% foreclosure, and 0.4%
real estate owned.  To date, the re-REMIC (real estate mortgage
investment conduit) has experienced approximately $71.9 million in
losses affecting the unrated classes H-1 and H-2 certificates in
MS 1997-RR from the resolution of specially serviced loans in the
underlying transactions since issuance.

The certificates are secured by 40 subordinate commercial mortgage
pass-through certificates from 21 separate commercial mortgage
securitizations.  The underlying transactions were securitized
from 1994 to 1997 by various issuers and are secured by a variety
of property types.  The aggregate pool certificate balance of the
underlying transactions as of the April 2005 distribution date was
$5.8 billion, down 62% from $15.4 billion at issuance.  The re-
REMIC's overall certificate balance has decreased by approximately
34% to $332.8 million, from $503.7 million at issuance.


MORGAN STANLEY: Fitch Lifts $14M Class F Certs. 3 Notches to BB
---------------------------------------------------------------
Fitch Ratings upgrades Morgan Stanley Capital Inc.'s commercial
mortgage pass-through certificates, series 1996-C1:

    -- $18.7 million class E to 'AAA' from 'A';
    -- $13.6 million class F to 'BB' from 'B'.

Additionally, Fitch affirms the following classes:

    -- Interest only class X 'AAA';
    -- $10.7 million class B 'AAA';
    -- $18.7 million class C 'AAA';
    -- $17 million class D-1 'AAA';
    -- $5.1 million class D-2 'AAA'.

Fitch does not rate the $3.5 million class G certificates.  The
upgrades reflect the increased credit enhancement levels resulting
from loan payoffs and amortization.  As of the May 2005
distribution date, the pool's certificate balance has paid down
74% to $87.5 million from $340.5 million at issuance.

Currently two loans (5.8%) are in special servicing.  The larger
loan (3.8%) is secured by a multifamily property in Kokomo, IN.
The loan is 90 days delinquent and the special servicer is
pursuing foreclosure.  Losses are expected.  The second loan
(1.8%) is secured by a multifamily property in Oak Ridge, TN.  The
property has been experiencing cash flow problems due to low
occupancy.  The loan is current and the borrower is trying to sell
the property.


MOUNTAIN CAPITAL: Fitch Affirms BB- Rating on $10M Class B Notes
----------------------------------------------------------------
Fitch Ratings affirms six classes of notes issued by Mountain
Capital CLO II Ltd. (Mountain Capital II).  These actions are the
result of Fitch's review process and are effective immediately:

   -- $325,000,000 class A-1 notes affirmed at 'AAA';
   -- $45,000,000 class A-2 notes affirmed at 'AAA';
   -- $50,000,000 class A-3 notes affirmed at 'AA-';
   -- $25,000,000 class A-4 notes affirmed at 'A-';
   -- $17,000,000 class B-1 notes affirmed at 'BBB-';
   -- $10,000,000 class B-2 notes affirmed at 'BB-'.

Mountain Capital II is a collateralized loan obligation managed by
Mountain Capital Advisors which closed Sept. 21, 2000.  Mountain
Capital II consists primarily of high yield loans.  Included in
this review, Fitch discussed the current state of the portfolio
with the collateral manager and their portfolio management
strategy going forward.  As a result of this analysis, Fitch has
determined that the current ratings assigned to each class of
notes still reflect the current risk to noteholders.

Since the last rating action, the portfolio has exhibited stable
performance with a weighted average rating of approximately 'B+'.
All overcollateralization and interest coverage tests are passing
as of the May 2005 trustee report.  The senior class A, class A
and B OC tests have remained stable at 116.3%, 109.7%, and 103.3%
respectively, with triggers of 112%, 106%, and 103%.  The IC test
has decreased to 2.29% from 2.69% as of the May 2003 trustee
report, but remains well above its performance trigger of 2.19%.
Over the same time period, securities rated 'CCC+' or below
decreased to 1.2% from 12.5% of the total portfolio balance.

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

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

For more information on the Fitch VECTOR Model, see 'Global Rating
Criteria for Collateralized Debt Obligations,' dated Sept. 13,
2004 and also available at http://www.fitchratings.com/


MYLAN LABORATORIES: Moody's Assigns Ba1 Senior Implied Rating
-------------------------------------------------------------
Moody's Investors Service assigned a senior implied rating of Ba1
to Mylan Laboratories Inc.  This is the first time Moody's has
assigned a rating to Mylan.  The rating outlook is stable.

Rating assigned to Mylan Laboratories Inc.:

   * Ba1 senior implied

The rating is being assigned in conjunction with Mylan's recent
announcement that it will perform a partial recapitalization
involving share repurchases of approximately $1.25 billion.  Mylan
has announced that it will use approximately $500 million of
existing cash and $775 million of new debt to fund the
transaction.  Moody's has not yet assigned ratings to any specific
debt securities of Mylan.  Any such ratings will depend on the
structure and terms of the debt instruments.

The Ba1 rating reflects Moody's assumption that Mylan's cash flow
during the current fiscal year ending March 31, 2006 will improve
compared to fiscal year 2005 levels, driven in part by sales of
transdermal fentanyl, which Mylan launched in January 2005.  The
Ba1 rating also reflects the expectation that Mylan will utilize a
portion of its free cash flow to deleverage over the next several
years.  These factors are discussed in greater depth below.

Moody's has assigned Mylan's rating in the context of Moody's
Global Pharmaceutical Rating Methodology, published in November
2004.  The published methodology is oriented more towards branded
pharmaceutical companies.  Although challenged by exposure to
blockbuster patent expirations, branded companies still enjoy much
higher margins, better pricing flexibility, significantly higher
barriers to entry, and substantial amounts of cash on their
balance sheets relative to generic companies.

In applying the rating methodology to generic drug companies,
Moody's therefore expects financial metrics to be sustainable at
the higher end of the ranges indicated.  Within the broad "Ba"
rating category, Moody's expects cash flow from operations to
adjusted debt of 15-25%, and free cash flow to debt of 10-15%.
For the "Baa" rating category, Moody's expects cash flow from
operations to adjusted debt of 25-40%, and free cash flow to
adjusted debt of 15-25%.  Pro forma for the new debt issuance,
Moody's estimates that Mylan's fiscal year 2005 adjusted cash flow
from operations to adjusted debt and free cash flow to adjusted
debt were 24% and 9%, respectively.

Positive credit considerations include:

   * Mylan's leading position in the U.S. generic market;

   * its long history funding growth entirely with internal funds;
     and

   * its investment in generic R&D, which has led to successful
     product launches.

Rising demand for generic drugs should be fueled by:

   * upcoming blockbuster patent expirations;
   * ongoing cost containment pressures; and
   * the Medicare drug benefit, which becomes effective in 2006.

Mylan has several near-term potential opportunities from First-to-
File Paragraph-IV patent challenges, including topiramate and
levofloxacin, which could result in launches in late fiscal year
2006 or fiscal year 2007.  Longer term, Mylan's Nebivolol branded
product for hypertension and potentially for congestive heart
failure also presents upside opportunity.  Mylan recently
announced it would seek a strategic partner to market the product.
Moody's believes this strategy is less risky than building or
acquiring a sales force.  Nebivolol's FDA approval and market
acceptance remain uncertain, however.

After the transaction, Moody's expects that Mylan will have:

   * good liquidity;
   * maintaining cash balances of several hundred million dollars;
   * an undrawn revolving credit facility of $200 million; and
   * positive free cash flow.

Offsetting these strengths, Moody's has several concerns about the
generic drug industry, which has faced:

   * intensifying competition;

   * margin erosion; and

   * reduced opportunities for 6-month exclusive launches because
     of the "authorized generics" strategy of branded companies.

Existing products of most generic companies face declining sales
over time because of new entrants and pricing erosion, but the
level of erosion is difficult to forecast.  New product launches
may offset these sales declines.  However, limited pipeline
visibility, and a reliance on successful patent challenges make
these sales difficult to predict as well.  Overall, Moody's
believes that the sustainability of revenues and cash flow are
much less certain compared to a typical branded pharmaceutical
company, especially over a period longer than one year.

Mylan has been affected by these challenges, with a revenue
decline of 8% in fiscal year 2005 and gross margin contraction
from 56% in fiscal year 2004 to 50% in fiscal year 2005.

In addition, Moody's believes that Mylan is at somewhat of a
crossroads in its strategy.  The proposed acquisition of King
Pharmaceuticals last year represented a departure from Mylan's
former strategy.  King operates in the branded drug industry, and
maintains a salesforce that markets products to physicians.  Now
that the King acquisition agreement has been terminated, Mylan's
strategy involves refocusing on its generics business.  Mylan's
financial policies have also changed, evidenced by the
recapitalization strategy and the assumption of financial
leverage.  An unresolved purported offer for the company from one
of its shareholders adds additional uncertainty about changes in
financial policy.

On a reported basis, Mylan's cash flow from operating activities
declined from $226 million in fiscal year 2004 to $204 million in
fiscal year 2005.  Moody's adjusts Mylan's fiscal year 2005 cash
flows by removing $17 million of litigation payments received,
deducting an estimated $20 million of interest cost (net of taxes)
for the new debt being issued, and adding back approximately $25
million of one-time expenses related to the proposed King
acquisition.  These adjustments result in adjusted cash flow from
operating activities of $192 million during fiscal year 2005, and
adjusted free cash flow (after dividends and capital expenditures)
of $69 million.  Using estimated debt of $789 million pro forma
for the transaction ($775 million of debt and $14 million to
represent the present value of operating leases), pro forma cash
flow from operations to adjusted debt was approximately 24% free
cash flow to adjusted debt was approximately 9%.

The pro forma free cash flow ratio is below the level Moody's
would expect for Mylan's Ba1 rating.  Mylan's cash flow in fiscal
year 2005 was negatively affected by large sales of transdermal
fentanyl in the fourth quarter, which led to a substantial
increase in accounts receivable balances.  Moody's believes that
future product launches of size could similarly affect Mylan's
cash flow.

In assessing the prospects for Mylan's future cash flow, Moody's
considered the revenue and gross profit from Mylan's portfolio of
existing products, and the potential from its pipeline products.
For existing products, key projection assumptions include:

   * the number of competitors currently;
   * potential future competitors; and
   * the rate of market share erosion and gross margin erosion.

For pipeline products, these same assumptions are necessary as
well as additional assumptions regarding timing of launch and
whether or not there will be an "authorized generic."  Launch
timing may depend on either Mylan or a different generic company
prevailing in a patent lawsuit.  Because of the multitude of
assumptions, the predictability and sustainability of Mylan's cash
flows is somewhat uncertain, arguing for financial metrics at the
high end of the ranges specified in Moody's rating methodology.

Under Moody's baseline scenario, we currently project cash flow
from operations in the range of $200 to $300 million for both
fiscal year 2006 and fiscal year 2007, and free cash flow in the
range of $50 million to $150 million each year.  These estimates
could be subject to variability, however, based on deviation from
the assumptions discussed.  Upside could be attained with a faster
launch, the absence of an authorized generic, or delays in other
generic companies launching products.  Downside could be attained
if competitive conditions exacerbate and faster price erosion
occurs, or if brand companies prevail in patent challenge cases.

To maintain the Ba1 rating, Moody's expects Mylan to sustain cash
flow from operations to adjusted debt of 25-35%, and free cash
flow to adjusted debt of 10-20%.

The ratings could face upward pressure if Mylan exceeds these
ranges, and Moody's believes the improvement is sustainable.  To
consider an upgrade to Baa3, Moody's would expect cash flow from
operations sustainable at approximately 40% and free cash flow
sustainable at approximately 25%, i.e. the high end of the ranges
outlined for the "Baa" category in Moody's methodology.

Conversely, the ratings could face downward pressure if Mylan's
metrics fall below the stated ranges.  This could occur if
competitive pressures in the generic drug industry intensify
further, or if Mylan is not successful in launching new products
to offset sales erosion of its existing products.

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.
is a pharmaceutical company.  During the fiscal year ended March
31, 2005, Mylan reported net revenue of $1.25 billion, of which
81% was attributable to its generic drug segment.


NATURAL CARE: John B. Staudt Offers $400,000 to Buy Business
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina will consider on June 23 an offer to buy ailing company
Natural Care Labs.  John B. Staudt, a private investor from
Hudson, Ohio, offers to buy the company for $400,000 and assume
more than $750,000 of Natural Care's debts.

Jay Brennan, the company's current owner, bought the company out
of bankruptcy and transferred its location from Atlanta, Georgia,
to North Carolina, the Eden Daily News reports.

Rockingham County and Eden gave the company a $463,000 incentives
for moving its bottling facility to Virginia.  Natural Care also
receives a $2,000 monthly incentives from the city, the Eden Daily
relates.

Mr. Brennan told the Eden Daily News that Mr. Staudt's offer is
good for the company.  Although he'll lose ownership of the
company, Mr. Brennan will stay as plant manager.

"The new buyer will be recapitalizing us.  We think it will be
good for the company," Mr. Brennan told the Eden Daily News.

Headquartered in Eden, North Carolina, Natural Care Labs, Inc.,
manufactures personal care products.  The company filed for
chapter 11 protection on Nov. 12, 2004 (Bankr. M.D. N.C. Case No.
04-13449).  C. Edwin Allman, III, Esq., at Allman Spry Leggett &
Crumpler, P.A., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated assets and debts from $1 million to $10
million.


NAVISTAR INT'L: Fitch Holds Low-B Rating on 3 Debt Classes
----------------------------------------------------------
Fitch Ratings affirms these Navistar International Corp. ratings:

   Navistar

     -- Senior unsecured debt 'BB';
     -- Subordinated debt 'B+'.

   Navistar Financial Corp. (NFC)

     -- Senior unsecured debt 'BB'.

Fitch has also withdrawn NFC's subordinated debt rating as
Navistar has assumed the subordinated debt of NFC.  Due to the
close operating relationship governed by a formal operating
agreement and importance to the parent, NFC's ratings are directly
linked with the parent.  The Rating Outlook remains Stable.
Approximately $3.3 billion of debt is covered by Fitch's actions.

The rating affirmation reflects Navistar's improved profitability
from industry volumes, market penetration and cost reduction
efforts.  Fitch expects medium and heavy truck markets to remain
strong through 2006.  Similar to the pre-buy situation that
developed in 2002 and the resulting lower volume in 2003, Fitch
expects industry demand to be negatively impacted by more
stringent air emissions regulations in 2007.

Navistar has introduced several new products that have lead to
market expansion for the company.  Fitch calculates that
Navistar's calendar 2005 year-to-date total market share of the
medium and heavy truck market has risen to approximately 23%
versus 21% for all of 2004.  Fitch expects Navistar to at least
maintain or modestly grow market share due to the penetration of
low-cab-forward delivery, paratransit, military and severe service
segments.  In addition, upcoming new product launches from the XT
product family and Class 8 truck should support Navistar's market
share.

Fitch expects cost reduction efforts to enable greater
manufacturing flexibility over the demand cycle of the medium and
heavy truck market.  Cost reduction efforts have included plant
consolidation, improved geographic manufacturing footprint and
reduced headcount.  Maintaining a lower fixed-cost base over the
demand cycle should support improved levels of profitability
through industry volume volatility.  In addition, while steel
costs are still having a negative year-over-year impact, Fitch
believes that margin pressure from steel prices should eventually
abate, demonstrated by currently lower spot market prices.

Rating concerns center on Navistar's ongoing relationship to a
somewhat weakened Ford, future cash requirements related to engine
research and development, an underfunded pension position and
healthcare, as well as the magnitude of the potential volume
decline in 2007.  While diesel penetration of Ford truck products
has increased year-over-year and Ford truck volumes are expected
to remain healthy, Ford is Navistar's largest single customer but
has been weakened due to the market share losses and the proposed
Visteon bail-out.  Fitch expects Navistar to invest heavily in new
engine technology to meet 2007 and beyond air emissions
regulations.  However, due to the price competitive nature of the
market, Fitch does not expect any margin opportunities resulting
from the change in the mandated standard.

Pension obligations will require meaningful cash contributions
beginning in 2006, potentially exacerbated by new pension
legislation currently under discussion in Congress.  In 2005,
Navistar is not required to make cash contributions to its two
largest plans, but expects to make a mandatory contribution of
approximately $20 million to other pension plans.  With positive
returns of $230 million from plan asset performance and a
substantial cash contribution of $231 million in 2004, beneficiary
payments of $323 million were more than offset from plan assets.

With NFC on an equity basis, Navistar debt has increased from $1.3
billion at the end of fiscal 2004 to $1.7 billion at the end of
the fiscal 2005 second quarter.  Despite the increase in leverage,
Total Debt to Last-12-Months EBITDA remains almost unchanged at
2.7 times (x) versus 2.6x at fiscal year end.  LTM EBITDA to
Interest Incurred is about 8.7x, at the higher end of the historic
range established by Navistar over the past industry cycle.

Navistar's cash balance was $751 million at the end of the second
fiscal quarter, a slight increase from the fiscal year end but up
significantly from $464 million a year ago.  Over the last 12
months, Fitch calculates that Navistar has generated $206 million
in free cash flow.  Fitch estimates Navistar should remain free
cash flow positive through at least 2006.  As a result, Fitch
would expect Navistar to bolster its balance sheet, potentially
enabling the company to be in an improved financial position to
weather the next decline in industry demand - assuming a 2006 pre-
buy and a negative impact on industry volume due to 2007 emissions
regulations.

NFC's operating performance is consistent and serves as a partial
offset to Navistar's cyclical business.  NFC's net income
increased to $61 million in the fiscal year ending Oct. 31, 2004
from $56 million in fiscal 2003.  The rise in net income was
driven principally by growth in originations, decline in borrowing
costs, and decreased credit costs.  Retail note originations grew
approximately 25% to $1.39 billion for the fiscal year ending Oct.
31, 2004 from $1.11 billion in 2003.  Future earnings are expected
to continue to improve relative to fiscal 2004 as credit costs
should remain stable and asset securitization activity returns to
more normal levels with increased growth in originations.

Asset quality continued to improve in fiscal 2004 and for the
three months ended Jan. 31, 2005 as delinquencies in conjunction
with firming of used truck pricing reduced credit costs from prior
year levels.  Capitalization both on an absolute and risk-adjusted
basis is adequate based on the credit risk of receivables financed
and the current rating category.  Managed leverage, defined as
managed debt (Marketable securities are deducted from managed debt
as they are used as collateral for the warehouse facility.)
divided by tangible equity, has improved to 10.31x at Jan. 31,
2005, its lowest level over the past five years.  Beyond the
immediate term, Fitch expects managed leverage to increase to
10.5x-11.0x:1 over the next few years as receivable growth
outpaces internal capital formation.


NOMURA ASSET: S&P Lifts Rating on Class B-1 Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of Nomura Asset Securities Corp.'s commercial mortgage
pass-through certificates from series 1995-MDIII.  Concurrently,
the rating on the remaining class from this transaction is
affirmed.

The raised ratings reflect a 72% reduction in the transaction's
certificate balance since the last rating action on Dec. 1, 2003.
The affirmed rating reflects continued concern regarding two of
the four remaining loans, which are both with the special
servicer.

As of the June 6, 2005, remittance report, the current pool
contains three mortgage loans ($78.8 million, 72%) and one
defeased loan ($31 million, 28%) with an aggregate principal
balance of $109.9 million.  The three mortgage loans are all fully
amortizing, fixed-rate loans with no additional debt.  The
Alexander Haagen B loan was defeased Dec. 7, 2000, with U.S.
treasuries.  The transaction has not experienced a loss to date.

The Bayfront Plaza loan ($24.3 million, 22%) is secured by a
328,000-sq.-ft., 19-story office and retail building located at
100 South Biscayne Boulevard in Miami, Florida.  The building was
constructed in 1956 and renovated most recently in 1990.  The
collateral has performed well and reported a net cash flow debt
service coverage of 1.62x at Dec. 31, 2004, up from 1.42x at
issuance.  The building was 94% occupied as of Dec. 31, 2004, and
the only major lease expiration before 2010 is the state
attorney's office, which occupies 61,421 sq. ft. with a lease
expiration of Sept. 30, 2005.

The Grand Cayman Marriott Beach Resort secures the largest loan
($31.8 million, 29%).  The 305-room full-service resort opened in
1990 in the Seven Mile Beach area of Grand Cayman.  The loan was
transferred to the special servicer, J.E. Robert Co. Inc., in
February 2003 following the borrower's failure to maintain the
required DSC outlined in the loan documents.  The borrower
subsequently entered into a deed-in-lieu of foreclosure and the
collateral became real estate owned in May 2003.

At the time of the transfer, the resort required substantial
renovations.  The property's performance was also negatively
impacted by beach erosion as a result of a series of hurricanes,
the last of which was Hurricane Ivan in September 2004.  A large
portion of the required renovations and repairs have been
completed, and the resort is scheduled to resume full operations
in July.

The renovations and property advances through May 2005 are
expected to cost $13.3 million, which will be partially offset by
insurance claims of approximately $8 million.  Total advancing,
including the outstanding principal balance, through April 2005,
was $43.2 million.  This figure is expected to increase to $48.5
million with the aforementioned renovations.

JER will reintroduce the resort to the market after the ongoing
repairs and renovations are completed.  At that time, JER will
also market the property for sale.  An appraisal was in process
when Hurricane Ivan occurred and was not completed.  A new
appraisal will be ordered concurrent with the completion of the
aforementioned improvements. Based on the expected exposure and
historical/projected valuations for the collateral, substantial
losses are expected at the ultimate disposition of the collateral.

The Larken loan ($22.8 million, 21%) is the other loan with the
special servicer and is currently in foreclosure.  Four full-
service hotels with 1,198 total rooms serve as collateral for the
loan. The hotels include the 475-room Holiday Inn Aurora, the 237-
room Holiday Inn Arlington, the 286-room Billings Sheraton Hotel,
and the 200-room Holiday Inn Missoula-Parkside.  The properties
are located in Colorado, Texas, and Montana, respectively.

The loan was transferred to JER in November 2004 following the
borrower's failure to maintain the required financial obligations
in the loan documents.  Subsequently, JER discovered a lien on the
Holiday Inn Aurora related to prior financing of the collateral.

The last reported financials for the aggregate collateral, as of
Feb. 28, 2005, were as follows: 46% occupancy, $61.78 average
daily rate, and $28.46 revenue per available room.  Total
advancing, including the outstanding principal balance, through
April 2005 was $25.3 million.

Currently, JER has foreclosed on the Holiday Inn Arlington and is
pursuing foreclosure on the three other assets, which is expected
to take up to four months.  Based on the expected exposure and
projected valuations for the collateral, losses could occur at the
ultimate disposition of the collateral.

Standard & Poor's performed a stabilized analysis in order to
revalue the loans.  The revised ratings reflect the resultant
valuations.

                         Ratings Raised

               Nomura Asset Securities Corporation
    Commercial mortgage pass-through certs series 1995-MDIII

                       Rating
                       ------
                                   Credit enhancement
            Class   To      From   (pooled interests)
            -----   --      ----   ------------------
            A-4     AAA     AA                 72.99%
            B-1     BBB     BB                 34.06%
            A-3CS   AAA     AA                    N/A

                      N/A - Not applicable

                         Rating Affirmed

               Nomura Asset Securities Corporation
    Commercial mortgage pass-through certs series 1995-MDIII

                                Credit enhancement
               Class   Rating   (pooled interests)
               -----   ------   ------------------
               B-2     CCC                   7.06%


OAKWOOD HOMES: Liquidation Trust Wants Court to Close Ch. 11 Case
-----------------------------------------------------------------
The OHC Liquidation Trust, as successor-in-interest to Oakwood
Homes Corporation and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware to formally close
the Debtors' chapter 11 cases, nunc pro tunc to April 15, 2004.

The Trust seeks the formal closure of the Debtors' chapter 11
cases to correct the open status of these cases on the court
docket.  The Trust explains that Section 6.3 of the Plan of
Reorganization and Paragraph 65 of the order confirming the Plan,
expressly provides for the automatic closure of the Debtor's
chapter 11 cases on the Plan's effective date.

The Trust adds that filing separate motions to close each of the
Debtors' cases would waste limited resources and deplete the pool
of assets available for distribution to unsecured creditors.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors.  When the
Debtors filed for protection from their creditors, they listed
$842,085,000 in total assets and $705,441,000 in total debts.  The
Court confirmed the Debtors' Joint Consolidated Plan of
Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.  Pursuant to the confirmed Plan, all of the
Debtors' assets and businesses were sold to Clayton Homes, Inc.


OUTBOARD MARINE: Chapter 7 Trustee Hires Mercer Oliver as Actuary
-----------------------------------------------------------------
Alex D. Moglia, the Chapter 7 Trustee overseeing the Liquidation
of Outboard Marine Corporation and its debtor-affiliates sought
and obtained permission from the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division to employ Mercer
Oliver Wyman Actuarial Consulting, Inc., as his actuarial
consultant, nunc pro tunc to June 7, 2005.

                     ACE & The L/C Complaint

On Dec. 20, 2002, the Chapter 7 Trustee filed a complaint to avoid
and recover preferential transfers by the Debtors to ACE USA,
which was assigned adversary number 02 A 02546.

On June 2, 2003, the Chapter 7 Trustee filed a complaint against
Pacific Employers Insurance Company, Indemnity Insurance Company
of North America aka ACE USA and ACE American Insurance Company
fka Cigna Insurance Company for an accounting and other relief
relating to excessive draws on letters of credit, which was
assigned adversary number 03 A 01942.

On Oct. 16, 2003, U.S. Bankruptcy Court for the Northern District
of Illinois entered an order requiring the arbitration of the
issues presented in the L/C Complaint, which was later vacated by
the Bankruptcy Court on Feb. 1, 2005.

ACE appealed the Bankruptcy Court's order vacating its prior order
requiring arbitration, which was assigned Case No. 05 C 01366.
The Appeal is currently pending in the United States District
Court for the Northern District of Illinois, Eastern Division,
with the Honorable Milton I. Shadur presiding.

On April 5, 2005, the Bankruptcy Court stayed the L/C Action and
the Preference Action for a period of 120 days and set the matters
for a status hearing on Aug. 2, 2005.  On April 8, 2005, the
District Court similarly entered a minute order staying the Appeal
until Aug. 2, 2005 and setting a status hearing on Aug. 2, 2005 at
9:00 a.m.

                    Mercer Oliver's Services

Mercer Oliver will:

   (a) analyze and evaluate the claims projections prepared by ACE
       and its actuaries;

   (b) advise the Trustee as to the reasonableness of ACE's
       projections;

   (c) calculate its own projections as to the amount of proceeds
       required to satisfy future insurance claims against the
       Debtors;

   (d) inform the Trustee of its findings concerning the amount of
       reserves necessary to satisfy future claims against the
       Debtors;

   (e) testify at an evidentiary hearing concerning the actuarial
       issues implicated by the L/C Action; and

   (f) perform any and all other actuarial consulting services on
       behalf of the Trustee that may be required or appropriate
       to resolve the dispute with ACE.

Leon R. Gottlieb, a principal of Mercer Oliver, disclosed that he
and Scott Whitson will be responsible for peer review.  Mr.
Gottlieb and Mr. Whitson will bill $500, their current hourly
rate, and actuarial consultants bill between $250 and $300.

The Chapter 7 Trustee believes that Mercer Oliver is disinterested
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Outboard Marine Corporation and its debtor-affiliates filed for
chapter 11 protection on December 22, 2000 (Bankr. N.D. Ill. Case
No. 00-37405).  On August 22, 2001, the Chapter 11 cases were
converted to Chapter 7.  On Aug. 24, 2001, Alex D. Moglia was
appointed to serve as the Chapter 7 Trustee.  Kathleen H. Klaus,
Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC serves
as Counsel to the Chapter 7 Trustee.


PEGASUS SATELLITE: Wants Disputed Claims Estimated as Zero
----------------------------------------------------------
Generally, Pegasus Satellite Communications, Inc. and its debtor-
affiliates' Plan of Reorganization provided for the transfer of
the Debtors' assets, including the cash proceeds of the sale of
the Debtors' satellite business and, potentially, proceeds of a
sale of the broadcast television business into The PSC Liquidating
Trust.

The Trust is charged with resolving claims and making
distributions.  Ocean Ridge Capital Advisors, LLC, the Liquidating
Trustee, is charged with distributing, at least annually, all
Liquidating Trust Available Cash on hand and permitted
investments, except the amounts necessary to maintain certain
Reserves pursuant to the Plan.

Among the Reserves established by the Plan is a claims reserve for
the payment of certain Disputed Claims that become Allowed Claims
after the Effective Date of the Plan.  Under the Plan, the Debtors
are required to fund the Disputed Claims Reserve in an amount
sufficient to pay the costs and expenses projected to be incurred
in connection with the resolution of the Disputed Claims, and an
amount on account of the Disputed Claims equal to either the
amount set by Court order or the amount that would have been
distributed to the holders of Disputed Claims if the Disputed
Claims were allowed.

The amount to be held in the Disputed Claims Reserve on account of
a contingent or unliquidated Disputed Claim may be determined by
Court order.  The Plan provides that the Disputed Claim Amount
with respect to a Disputed Claim will be the least of:

   (a) the liquidated amount in the proof of claim or request
       for payment of an Administrative Claim;

   (b) the amount estimated by the Court for purposes of
       distributions in accordance with Sections 105(a),
       502(c), or 505 of the Bankruptcy Code; or

   (c) an amount agreed by the Holder of a Disputed Claim for
       purposes of estimation or allowance under Section 105(a),
       502(c), or 505 of the Bankruptcy Code.

Moreover, the Plan permits the Debtors and the Liquidating
Trustee to ask the U.S. Bankruptcy Court for the District of Maine
to estimate any contingent or unliquidated Claim pursuant to
Section 105, 502(c) or 505.  The amount determined by the Court
pursuant to the estimation will constitute either the Claim amount
or a maximum limitation on the Claim amount.

                       Claims to be Estimated

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, tells the Court that numerous
unliquidated or contingent claims must be estimated to allow the
Liquidating Trustee to retain the appropriate amounts in the
Disputed Claims Reserve and, in turn, make distributions of the
Liquidating Trust Assets.

Mr. McVeigh explains that the Debtors and the Liquidating Trustee
have not agreed with the holders of the Claims on an amount for
purposes of estimation or allowance with respect to the Estimated
Claims.  The Estimated Claims do not contain sufficient
information to allow the Debtors to determine from the claims
themselves what amounts, if any, are valid and owed to the
claimants.

The Estimated Claims include:

A. Claims of Directors and Officers for Indemnification

   The Debtors' former officers or directors filed contingent
   unliquidated claims against the Debtors:

   Claimant               Claim No.     Asserted Debtor
   --------               ---------     ---------------
   Robert F. Benbow         681         Pegasus Satellite Comm.

   Scott A. Blank           673         Pegasus Satellite Comm.
                            688         Pegasus Media & Comm.
                            698         Golden Sky DBS, Inc.
                            705         Pegasus Satellite TV
                            720         Golden Sky Systems, Inc.
                            727         Golden Sky Holdings, Inc.
                            713         Pegasus Broadcast TV

   Cheryl K. Crate          672         Pegasus Satellite Comm.
                            693         Pegasus Media & Comm.

   John J. DiDio            709         Pegasus Satellite TV

   John K. Hane, III        675         Pegasus Satellite Comm.
                            692         Pegasus Media & Comm.

   Karen M. Heisler         674         Pegasus Satellite Comm.
                            691         Pegasus Media & Comm.
                            708         Pegasus Satellite TV

   Harry F. Hopper, III     680         Pegasus Satellite Comm.

   Michael B. Jordan        670         Pegasus Satellite Comm.
                            690         Pegasus Media & Comm.
                            700         Golden Sky DBS, Inc.
                            707         Pegasus Satellite TV
                            715         Pegasus Broadcast TV
                            722         Golden Sky Systems, Inc.
                            729         Golden Sky Holdings, Inc.

   Rory J. Lindgren         676         Pegasus Satellite Comm.
                            687         Pegasus Media & Comm.
                            697         Golden Sky DBS, Inc.
                            704         Pegasus Satellite TV
                            719         Golden Sky Systems, Inc.
                            726         Golden Sky Holdings, Inc.

   Ted S. Lodge             683         Pegasus Satellite Comm.
                            685         Pegasus Media & Comm.
                            695         Golden Sky DBS, Inc.
                            702         Pegasus Satellite TV
                            711         Pegasus Broadcast TV
                            717         Golden Sky Systems, Inc.
                            724         Golden Sky Holdings, Inc.

   James J. McEntee, III    679         Pegasus Satellite Comm.

   Mary G. Metzger          678         Pegasus Satellite Comm.

   Marshall W. Pagon        669         Pegasus Satellite Comm.
                            684         Pegasus Media & Comm.
                            694         Golden Sky DBS, Inc.
                            701         Pegasus Satellite TV
                            710         Pegasus Broadcast TV
                            716         Golden Sky Systems, Inc.
                            723         Golden Sky Holdings, Inc.

   William P. Phoenix       778         Pegasus Satellite Comm.

   Joseph W. Pooler, Jr.    671         Pegasus Satellite Comm.
                            689         Pegasus Media & Comm.
                            699         Golden Sky DBS, Inc.
                            706         Pegasus Satellite TV
                            714         Pegasus Broadcast TV
                            721         Golden Sky Systems, Inc.
                            728         Golden Sky Holdings, Inc.

   Robert N. Verdecchio     677         Pegasus Satellite Comm.

   Howard E. Verlin         682         Pegasus Satellite Comm.
                            686         Pegasus Media & Comm.
                            696         Golden Sky DBS, Inc.
                            703         Pegasus Satellite TV
                            712         Pegasus Broadcast TV
                            718         Golden Sky Systems, Inc.
                            725         Golden Sky Holdings, Inc.

   The Former Officers and Directors seek:

   (a) recovery for indemnification against expenses -- including
       attorneys' fees -- judgments fines, excise taxes, and
       amounts paid in settlement in connection with an action,
       suit or proceeding, if the claimant was or is a party or
       threatened to be a party to an action, suit or proceeding
       by reason of the claimant's service on the Debtors'
       behalf; and

   (b) the advance of expenses for defending the action.

B. Claims By Pegasus Communications Corporation

   Pegasus Communications Corporation, the Debtors' former parent
   corporation, filed these claims:

      Claim No.                         Debtor
      ---------                         ------
        640                        Golden Sky DBS, Inc.
        641                        Pegasus Media & Comm.
        642                        Golden Sky Holdings
        643                        Pegasus Satellite Comm.
        644                        Primewatch, Inc.
        645                        Pegasus Satellite TV
        646                        PST Holdings, Inc.
        647                        South Plains DBS, LP.
        648                        Digital Television Services
        649                        DTS Management, LLC
        650                        Henry Country MRTV, Inc.
        651                        WOLF License Corp.
        652                        WTLH License Corp.
        225                        Pegasus Satellite TV
        654                        Argos Support Services Co.
        655                        Carr Rural TV, Inc.
        656                        DBS Tele-Venture, Inc.
        657                        Golden Sky Systems, Inc.
        658                        HMW, Inc.
        659                        B.T. Satellite, Inc.
        660                        Portland Broadcasting, Inc.
        661                        Pegasus Broadcast
        662                        Bride Communications, Inc.
        663                        Pegasus Broadcast Assoc., L.P.
        664                        Pegasus Broadcast Towers, Inc.
        665                        Telecast of Florida, Inc.
        666                        WDSI License Corp.
        667                        WILF, Inc.

    PCC seeks recovery for claims arising:

    (a) arising under the Support Services Agreement effective
        May 1, 2004, among Pegasus Communications Management
        Company, the Pegasus Debtors and certain Pegasus Non-
        Debtor affiliates, in an unliquidated amount;

    (b) arising under or in connection with a Custom Service
        Agreement between Sprint Communications Company, L.P.,
        and PCC, signed by PCC on March 29, 2002, and Sprint on
        April 9, 2002, as amended in an unliquidated amount; and

    (c) that may arise in connection with an investigation by the
        SEC of disclosures made by the Debtors regarding their
        subscriber numbers and the Debtors' policies and
        procedures for calculating the numbers, in an
        unliquidated amount.

C. Claim filed by The Pagon Trustee

   Michael B. Jordan, as Trustee under the Deed of Trust of
   Marshall W. Pagon, Settlor, filed Claim No. 1159 amending
   Claim No. 668 against Pegasus Satellite Communications, Inc.
   Mr. Jordan seeks recovery for claims:

   (a) not less than $488,151;
   (b) not less than $242,646; and
   (c) for unliquidated and contingent amounts.

   Mr. Jordan seeks recovery for unpaid premiums due on certain
   life insurance policies in an unliquidated amount.

            Debtors Want Disputed Claims Pegged at $0

To establish the Disputed Claims Reserve Trust, the Debtors and
the Liquidating Trustee ask the Court to estimate the Estimated
Claims as zero.

Mr. McVeigh explains that none of the Estimated Claims contain
enough information to allow the Debtors and the Liquidating
Trustee to determine from the claims what amounts, if any, are
valid and owed to the claimants.

Thus, the Debtors and the Liquidating Trustee want the Estimated
Claims be estimated as having no value for purposes of
establishing the Disputed Claims Reserve under the Plan.

"None of the allegations in the Estimate Claims sets for any
specific harm or financial loss to the Claimants," Mr. McVeigh
argues.  "There is simply nothing on which the Bankruptcy Court
can base a value estimate."

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities. (Pegasus Bankruptcy News, Issue
No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEREGRINE SYSTEMS: Will Pay $1MM to Former Chairman John Moores
---------------------------------------------------------------
Peregrine Systems Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to pay $1 million in cash to
its former chairman, John Moores, to settle his claims against the
company.

Mr. Moores sought reimbursement of approximately $8.6 million for
legal fees he incurred while serving as director when the company
was faced with a corporate accounting scandal in 2002.  Most of
his claims are classified under the general business class and the
rest as unsecured claim.

Peregrine Systems emerged from bankruptcy in August 2003.  Under
its confirmed Plan, the company cancelled 196 million of its old
shares and issued 15 million new shares.  Bondholders got 9.5
million of those shares.

The Plan put 600,000 shares in reserve to ensure sufficient funds
would be available to pay general business claims.

Regulatory filings show that unsecured claims filed against the
company totaled $380.6 million.

                        About the Company

Peregrine Systems, Inc. develops enterprise software solutions
that enable organizations to evolve their information technology
(IT) service and asset management practices for reduced costs,
improved IT productivity and service, and lower risk.  The
company's asset and service management offerings, such as Service
Control and Expense Control, address specific business problems.

These solutions make it possible for IT organizations to maintain
a changing IT infrastructure, manage their relationships with end
users and service providers, and gain greater visibility into how
IT investments are performing.  The Peregrine Evolution Model
provides a roadmap for companies that want to systematically
evolve the sophistication and effectiveness of their IT operating
practices.  Headquartered in San Diego, California, the company
conducts business from offices in the Americas, Europe and Asia
Pacific.

As previously reported, Peregrine Systems Inc, filed its
Form 10-Q for the quarterly period ended September 30, 2004.  The
company's report reveals $137,893,000 in total current assets as
against $151,268,000 in total current liabilities or a working
capital deficit of $13,375,000.


PONDEROSA PINE: Hires FTI Consulting as Financial Advisor
---------------------------------------------------------
Ponderosa Pine Energy, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New Jersey for permission to
employ FTI Consulting, Inc., as their financial advisor, nunc pro
tunc to April 13, 2005.

FTI Consulting will:

   (a) assist with the preparation of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

   (b) assist with information and analyses required under the
       Debtors' financing including, but not limited to,
       preparation for hearings regarding the use of cash
       collateral and, if necessary, DIP financing;

   (c) assist with the identification and implementation of
       short-term cash management procedures;

   (d) assist with the identification of executory contracts and
       leases and performance of cost/benefit evaluations with
       respect to the affirmation or rejection of those contracts
       and leases;

   (f) assist with the identification of areas of potential cost
       savings, including overhead and operating expense
       reductions and efficiency improvements;

   (g) assist with the preparation of financial information,
       including, but not limited to, cash flow projections and
       budget, cash receipts and disbursement analysis, analysis
       of various asset and liability accounts, and analysis of
       proposed transactions for Court approval;

   (h) attend meetings and assist in discussions with potential
       investors, banks and other secured lenders, the U.S.
       Trustee, other parties-in-interest and professionals hired,
       as requested;

   (i) analyze creditor claims by type, entity and individual
       claim, including assistance with development of databases,
       as necessary, to track claims;

   (j) assist in the preparation of information and analysis
       necessary for the confirmation of a plan of reorganization
       in these chapter 11 proceedings;

   (k) assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (l) give litigation advisory services with respect to
       accounting and tax matters, along with expert witness
       testimony on case related issues as required by the
       Debtors; and

   (m) render other general business consulting or such other
       assistance as Debtors' management or counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

Elliot Fuhr, a member of FTI Consulting, disclosed that FTI
Consulting's professionals' bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Senior Managing Director        $560 - $625
      Managing Director               $520 - $560
      Director                        $415 - $495
      Consultant                      $310 - $385
      Associate                       $205 - $280

FTI Consulting will not be able to provide services that are
potentially adverse to Enron Corporation.  Should the need arise,
the Debtors believe that they will be able to obtain the services
of other financial advisors as to specific matters concerning
Enron.

To the best of the Debtors' knowledge, FTI Consulting is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.

Headquartered in Morristown, New Jersey, Ponderosa Pine Energy,
LLC, and its affiliates are utility companies that supply
electricity and steam.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 14, 2005 (Bankr. D.N.J.
Case No. 05-22068).  Mary E. Seymour, Esq., and Sharon L. Levine,
Esq., at Lowenstein Sandler PC represent the Debtor in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of more
than $100 million.


PROXIM CORP: Common Shares Subject to Nasdaq Delisting on June 22
-----------------------------------------------------------------
Proxim Corporation (Nasdaq: PROXQ) received notification from the
NASDAQ Stock Market of failure to comply with requirements for the
continued listing of Proxim common stock.  As of the opening of
business on June 15, 2005, a "Q" will append to the trading symbol
"PROX."  Without appeal, Proxim common stock is scheduled to be
de-listed from The NASDAQ National Market at the opening of
business on June 22, 2005.

In the notice, NASDAQ advised that determination was made after
considering the company's filing for bankruptcy on June 11, 2005.
In light of the bankruptcy filing, the staff cited Marketplace
Rules 4300 and 4450(f) specifically, public interest concerns
generally, as well as concern regarding the residual equity
interest of existing Proxim securities holders as grounds for non-
compliance.  Additionally, NASDAQ staff voiced concern over the
company's ability to come back into compliance with the $1 minimum
bid price requirement of Marketplace Rule 4450(a)(5); as
previously disclosed, the staff initially notified Proxim of non-
compliance with this rule on June 3, 2005.

In light of efforts to sell substantially all of the assets of the
company and the company's affairs under the United States
Bankruptcy Code, Proxim currently does not intend to exercise its
right to appeal NASDAQ's determination.  Without an appeal of
NASDAQ's determination, Proxim common stock will be de-listed from
The NASDAQ National Market and will not be immediately eligible
for listing on the OTC Bulletin Board.  Proxim warned that the de-
listing will likely make the stock more difficult to trade and
will reduce its trading volume, further depressing the stock
price.

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.


PRUDENTIAL STRUCTURED: Fitch Junks $19.7M Class B Certificates
--------------------------------------------------------------
Fitch Ratings downgrades five classes and affirms two classes of
notes issued by Prudential Structured Finance CBO I.  These rating
actions are effective immediately:

    -- $84,927,763 class A-1L notes affirm at 'AA+';

    -- $33,971,105 class A-1 notes affirm at 'AA+';

    -- $20,000,000 class A2-L notes downgrade to 'BB+' from
       'BBB+';

    -- $8,000,000 class B1-L notes downgrade to 'CCC' from 'BB+';

    -- $4,200,000 class B-1 notes downgrade to 'CCC' from 'BB+';

    -- $5,000,000 class B-2L notes downgrade to 'CC' from 'B';

    -- $2,500,000 class B2 notes downgrade to 'CC' from 'B'.

Prudential Structured Finance CBO is a collateralized debt
obligation managed by Prudential Investment Management Company
which closed Oct. 26, 2000.  Prudential Structured Finance CBO is
composed of approximately 56% residential mortgage-backed
securities, 8% consumer asset-backed securities, 25% commercial
ABS and 10% CDOs.  Included in this review, Fitch conducted cash
flow modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.

The rating action reflects Fitch's current views of the distressed
assets in the Prudential STF CBO Collateral Pool.  While the
senior class A overcollateralization and class A OC ratios
increased to 140.1% and 119.7%, respectively, as of May 3, 2005
from 124.9% and 115.4% as of the last review date on April 15,
2003, the senior class B OC and class B OC ratios decreased to
109.91% and 104.6%, respectively, from 110.3% and 107.3%.  The
additional coverage test also decreased to 97.9% from 104.8%.

Since the last rating action the collateral quality has remained
at 'BB+'.  Assets rated 'BB-' or lower represented approximately
18% of the portfolio collateral.  Included in this bucket are
approximately $18.4 million of highly distressed securities from
12-B1 fee transactions, which in Fitch's opinion will experience
very low principal recoveries.

The rating of the class A-1L, class A-1 and class A-2L notes
address the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the stated balance of principal by the legal final maturity date.
The ratings of the class B-1L, class B-1, class B-2L and class B-2
notes address the likelihood that investors will receive ultimate
and compensating interest payments, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


RALEIGH HOUSING: Payment Default Cues S&P's Rating to Tumble to D
-----------------------------------------------------------------
NEW YORK (Standard & Poor's) June 13, 2005
Standard & Poor's Ratings Services has lowered its rating on
Raleigh Housing Authority (Cedar Point and Cinnamon Ridge
Apartments), N.C.'s $18.5 million multifamily housing revenue
bonds series 1999A to 'D' from 'CC'.

The trustee, US Bank, informed Standard & Poor's that the
project's net operating income was insufficient to pay the
scheduled principal and interest payments due on the senior-lien
bonds on May 1, 2005, and the debt service reserve is depleted.
The trustee has also informed Standard & Poor's that its counsel
filed for petition seeking approval for the sale of the properties
and approval to enter into a forbearance agreement with the owner
of the property, an affiliate of Christian Relief Services.
Although the owner is trying to sell the properties, the trustee
has stated that in the event of a sale it is unlikely the
bondholders will have their bonds redeemed in full.  According to
the trust indenture, in order for the owner to sell the properties
it must obtain 100% approval of all bondholders.

The bonds are secured by first mortgage liens on the properties.


R.F. CUNNINGHAM: Taps Ruskin Moscou as Bankruptcy Counsel
---------------------------------------------------------
R.F. Cunninghan & Co., Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority to employ Ruskin
Moscou Faltischek, P.C., as its counsel.

Ruskin Moscou is expected to:

   a) give the Debtor advice in operating its business during the
      chapter 11 proceeding;

   b) represent the Debtor in all court proceedings;

   c) prepare all necessary petitions, pleadings, orders, reports
      and other legal papers;

   d) examine liens and preferences; and

   e) perform all other legal services that the Debtor will
      require in connection with its chapter 11 case.

The Debtor paid Ruskin Moscou a $75,000 retainer.

Harold S. Berzow, Esq., at Ruskin Moscou, discloses his Firm's
professionals' hourly billing rates:

            Designation           Rate
            -----------           ----
            Partners           $275 - $500
            Associates         $160 - $290
            Paralegals         $135 - $145

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

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on June
13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  When The Debtor
filed for protection from its creditors, it listed $8,416,240 in
total assets and $10,218,229 in total debts.


R.F. CUNNINGHAM: Section 341 Meeting Slated for July 15
-------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of R.F.
Cunningham & Company's creditors at 10:00 a.m., on July 15, 2005,
at the Office of the Trustee, located in Federal Plaza, Room 562,
Central Islip, New York.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on June
13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  When The Debtor
filed for protection from its creditors, it listed $8,416,240 in
total assets and $10,218,229 in total debts.


SAFETY-KLEEN: Maureen Black Wants Relief from Permanent Injunction
------------------------------------------------------------------
According to D. Benjamin Snyder, Esq., at Prickett, Jones &
Elliott, P.A., in Dover, Delaware, Maureen Black was stopped in
traffic when Brad Ziernicki rear-ended into Ms. Black's car while
operating a vehicle owned by Safety-Kleen Corp.  Ms. Black
sustained severe physical injuries and has since incurred
substantial medical expenses.

Ms. Black alleges that the vehicular accident was caused by Mr.
Ziernicki's negligent operation of his motor vehicle, and that
Safety Kleen is vicariously liable to Ms. Black for the action of
its agent and employee, Mr. Ziernicki.

Insurance coverage is available to Ms. Black under Safety-Kleen's
insurance policy with American Home Assurance Company, Mr. Snyder
notes.

Mr. Snyder relates that Ms. Black has prepared and filed a
complaint in the District Court in the County of Anoka, in
Minnesota, which will be served on Mr. Ziernicki and Safety-Kleen,
with the Court's permission.

Accordingly, Ms. Black asks the Court to lift the permanent
injunction provided by the Debtors' Plan of Reorganization and the
Confirmation Order to allow her to pursue her personal injury
action against Safety-Kleen.

Mr. Snyder contends that a Section 524 permanent injunction does
not prevent a tort claimant from pursuing a debtor's insurance
company because the discharge does not affect the liability of the
debtor's insurer and the debtor is not exposed to liability.

Mr. Snyder asserts that Safety-Kleen will not suffer any
significant prejudice by being joined in the lawsuit for the
limited purpose of determining liability because any judgment
obtained will be enforced only against proceeds available under
the applicable insurance policy.  Mr. Snyder clarifies that Ms.
Black is simply seeking to prosecute her personal injury action to
recover insurance proceeds that will not burden or be inconsistent
with the Debtors' reorganization.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with its affiliates,
filed for chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
(Safety-Kleen Bankruptcy News, Issue No. 88; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SAKS INC: Defaults on $230 Million 2% Convertible Senior Notes
--------------------------------------------------------------
Saks Incorporated (NYSE: SKS) received a notice of default with
respect to its $230 million 2% Convertible Senior Notes due
March 15, 2024.  The notice of default was given by a hedge fund
that states that it owns more than 25% of the Convertible Notes.

The notice of default states that the Company breached covenants
in the indenture for the Convertible Notes that require the
Company to:

     (1) file with the Securities and Exchange Commission and the
         trustee for the Convertible Notes Annual Reports on Form
         10-K and other reports, and

     (2) deliver to the trustee for the Convertible Notes, within
         a 120-day period after the end of the Company's fiscal
         year ended January 29, 2005, a compliance certificate
         specified by the Convertible Notes indenture.

As previously disclosed, the Company has not filed with the SEC
the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 2005, and its Quarterly Report on Form 10-Q for the
fiscal quarter ended April 30, 2005.  The Company has also
disclosed that it expects to file the 2004 10-K on or before
September 1, 2005, and to file the First Quarter 10-Q at
approximately the same time.

If the maturity of the outstanding Convertible Notes were
accelerated after the sixty-day cure period had expired, such
acceleration could also result in the acceleration of maturity of
some or all of the Company's $990 million of senior notes.

"We are disappointed to have received the notice of default given
the overall strength of our financial position and our public
statements on the expected filing of our 2004 10-K on or before
September 1, 2005," Saks Incorporated's Chief Financial Officer,
Douglas E. Coltharp, said.  "We believe that we have adequate
resources available in the form of cash on hand, the proceeds from
the pending sale of certain assets to Belk, Inc., and the unused
portion of our revolving credit facility to fully retire all
amounts that may be accelerated and to continue to fund our
operations."

If the maturity of any debt is accelerated, the Company intends to
fully repay all such amounts due with cash on hand, currently
approximately $324 million, and the approximately $620 million in
proceeds from the pending sale of certain assets to Belk, Inc.,
which is expected to close on or about July 5, 2005.  If
additional funds are needed to repay the accelerated amounts, the
Company intends to rely on borrowings under the Company's Amended
and Restated Credit Agreement, which currently has approximately
$650 million of unused capacity.  The lenders under the Amended
and Restated Credit Agreement have waived any event of default
thereunder that may arise by virtue of the Company's failure to
deliver to the lenders the financial statements to be included as
part of the 2004 10-K and the First Quarter 10-Q.

As previously announced, the Company is exploring strategic
alternatives for its Northern division and its Club Libby Lu
specialty store business, including the possible sale of these
businesses.  The Company does not believe that the receipt of the
notice of default with respect to the Convertible Notes or the
possible receipt of notice of default for any series of the Senior
Notes, and the potential acceleration of maturity of the
Convertible Notes or any series of the Senior Notes, will have any
material impact on these efforts.

                            Default

The indenture for the Convertible Notes provides that the Company
has 60 days from the date notice of default is given to remedy the
default or the default will, unless waived, become an event of
default under the indenture (sixty days after June 14 is August
13).  Upon the occurrence of an event of default the trustee under
the indenture or the holders of at least 25% of the Convertible
Notes may accelerate the maturity of the Convertible Notes.  The
holders of 50% of the Convertible Notes can rescind acceleration
of the maturity of the Convertible Notes, and the Convertible
Notes indenture provides for additional cure periods and remedies
following acceleration under the circumstances provided in the
Convertible Notes indenture.  Upon acceleration of the maturity of
the Convertible Notes the Company is obligated to repay to the
holders of the Convertible Notes the outstanding principal amount
of the Convertible Notes plus accrued and unpaid interest (without
premium or penalty).

With respect to the five series of the Company's senior notes
totaling $990 million, each Senior Notes indenture includes
covenants similar to those included in the Convertible Notes
indenture requiring the Company to file specified periodic reports
with the Securities and Exchange Commission and to deliver annual
compliance certificates.  The Company could also receive notices
of default with respect to each series of the Senior Notes, and
the Company will report each such notice, if any, on a Current
Report on Form 8-K.  In addition, each Senior Notes indenture
includes as an event of default the acceleration of indebtedness
of the Company for borrowed money having an aggregate minimum
principal amount of at least $50 million if the acceleration is
not discharged within 10 days after written notice of
acceleration.  Upon the occurrence of such an event of default
under each Senior Notes indenture, the indenture trustee or the
holders of at least 25% of the Senior Notes issued under the
indenture may accelerate the maturity of that series of Senior
Notes.  The holders of 50% of any series of Senior Notes that are
accelerated can rescind acceleration of the maturity of that
series of Senior Notes, and each Senior Notes indenture provides
for additional cure periods and remedies following acceleration
under the circumstances provided in each Senior Notes indenture.
Upon acceleration of the maturity of any series of Senior Notes,
the Company is obligated to repay to the holders of the series of
Senior Notes the outstanding principal amount of the series of
Senior Notes plus accrued and unpaid interest (without premium or
penalty).

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 43 Club Libby
Lu specialty stores.

SDSG occupies a distinctive competitive niche in the retail
landscape, positioned as the "hometown department store" in the
markets they serve.  SDSG nameplates have a rich heritage.  Most
have been in existence for more than a century, and all are
embedded with substantial brand equity.  SDSG's stores operate
from a high quality, well-maintained real estate portfolio,
principally as anchors in the leading regional or community malls
throughout the Southeastern, Midwestern, and Great Plains regions
of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2005, Fitch
Ratings has downgraded Saks Incorporated's senior notes to
'B+' from 'BB-' and $800 million secured bank facility to 'BB'
from 'BB+'.  At the same time, Fitch has placed Saks on Rating
Watch Negative.  Saks had $1.2 billion of senior notes outstanding
as of April 14, 2005.


SAKS INC: Default Notice Prompts S&P to Junk Ratings
----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and senior unsecured debt rating on Saks Inc. to 'CCC+'
from 'B+'.  The ratings remain on CreditWatch with developing
implications, where they have been since April 18, 2005.

"This action follows the company's announcement that it had
received a notice of default with respect to its $230 million 2%
convertible senior notes due 2024," said Standard & Poor's credit
analyst Gerald A. Hirschberg.

The notice, by a hedge fund that holds more than 25% of those
notes, relates to the company's failure to file its annual report
on form 10-K for 2004.  Saks now has a 60-day cure period (through
Aug. 13, 2005) to make the filing.  If Saks is unable to file
during that time frame, the notes may be accelerated.  Saks has
five other series of senior notes totaling $990 million, which
include covenants similar to the convertible notes.  They also
have cross-acceleration provisions.

Saks may be able to avoid acceleration of the maturity of the
convertible notes if:

    1) it files its 10-K during the cure period;

    2) if the aforementioned hedge fund waives the default; or,

    3) holders of at least 50% of the notes decide to rescind the
       acceleration.

Saks has stated that if the maturity of any debt is accelerated,
it intends to fully repay all such amounts with cash on hand
(approximately $324 million at a recent date) and the
approximately $620 million in gross proceeds from the pending sale
of certain assets to Belk Inc.

The company also said that if additional funds are needed to repay
accelerated amounts, it intends to rely on borrowings from its
bank credit facility, which had $650 million of availability at a
recent date.  The bank lenders have already waived any event of
default that may arise from filing requirement; however, the
company's bank facility has a MAC clause.

Standard & Poor's believes that these financial risks have the
potential to lead to an eventual default.  However, the ratings
will be raised if Saks is able to resolve this situation either
through timely filing or a receipt of waivers by the senior note
holders.


SAKS INC: Fitch Takes No Rating Action After Default Notice
-----------------------------------------------------------
Fitch Ratings is not currently taking any rating action as a
result of Saks Incorporated's announcement of its receipt of a
notice of default from a holder of its convertible senior notes
due 2024.

This reflects the expectation that Saks should have sufficient
liquidity to repay its $1.2 billion of senior notes in the event
all of its debt is accelerated in 60 days.  Future rating actions
will depend upon the success of discussions between Saks and its
noteholder to cure the notice of default, the closing of the Belk
transaction, and the willingness of Saks' banks to fund under the
credit agreement to repay any note accelerations as needed.

The notice of default arises from the company's failure to file
its financial statements and compliance certificate in a timely
manner.  It is also possible that other noteholders will also file
notices of default.  If not cured within 60 days, these would
become actual events of default, which would give the holders the
option of accelerating the notes.  This, in turn, would trigger a
default of the company's other senior notes.

It appears that Saks will have adequate liquidity to meet its
obligations in the event its $1.2 billion of notes are
accelerated.  The company currently has $324 million of cash, and
it will receive $622 million of proceeds from the sale of its
southern department stores to Belk, Inc. at the time that
transaction closes, which is expected to occur around July 5,
2005.

In addition, the company currently has $650 million of unused
capacity on its bank agreement, and the lenders under the
agreement have waived any event of default that arises from a
delayed filing of Saks' financial statements.  Assuming the Belk
transaction closes in a timely manner and that the banks are
willing to lend to Saks under the credit agreement, Saks would
have sufficient funds to repay all of its debt, as well as fund
its seasonal inventory build-up this fall.

Fitch currently rates Saks senior notes 'B+' and its $800 million
secured bank facility 'BB'.  Saks is on Rating Watch Negative
where it was placed on April 29, 2005.  The Rating Watch Negative
reflects the possibility of a weakened credit profile, including a
more narrow business focus as a result of the restructuring
actions outlined by the company on April 29, 2005, and the
potential need for additional financial restatements due to an
ongoing accounting investigation.

The restructuring actions include the sale of the Proffitt's and
McRae's operations to Belk, Inc. for $622 million.  In addition,
Saks announced at that time that it is exploring strategic
alternatives for its Northern Department Store Group and its Club
Libby Lu business.  In total, the company could sell businesses
that represent slightly less than half of total revenues, reducing
the company's diversity, and leaving it more narrowly focused
within the cyclical luxury segment.  While liquidity would receive
a boost from any asset sales, the ultimate balance sheet impact
from these transactions is uncertain at this time.

In addition, there is uncertainty as to the reliability of the
company's recent financial statements and current financial
profile due to an ongoing investigation into vendor accounting
irregularities and the resulting delay in the filing of the
company's 10-K and first quarter 10-Q.  An SEC investigation into
these issues has widened to include related accounting and
financial matters.  As noted in Fitch's press release dated April
29, 2005, the delay in the filing of the 10-K could place the
company in technical default of its note indentures and lead to an
acceleration of its note maturities.

Fitch will monitor the events surrounding the notice of default
and the potential for acceleration of the company's notes.  Fitch
will also continue to monitor the ongoing accounting
investigations, as well as Saks' operating performance, which has
been pressured in recent years by soft apparel sales and growing
competition from specialty and discount retailers.


SAMSONITE CORP: Apr. 30 Balance Sheet Upside-Down by $41.9 Million
------------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) reported revenue
of $232.4 million, operating income of $22.3 million and net
income to common stockholders of $3.7 million for the quarter
ended April 30, 2005. These results compare to revenue of
$200.4 million, operating income of $6.4 million and net loss to
common stockholders of $7.1 million for the first quarter of the
prior year.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization, and minority interest, adjusted for
certain items management believes should be excluded in order to
reflect recurring operating performance including restructuring
charges, executive severance, stock compensation expense, asset
impairment charges, and ERP project expenses), a measure of core
business cash flow, was $29.2 million for the first quarter
compared to $17.9 million for the first quarter of the prior year.

Chief Executive Officer, Marcello Bottoli, stated: "The Company
had a strong first quarter showing solid sales growth, improving
margins and good progress in working capital efficiency in every
region of operations.  I am pleased with the progress we are
making in implementing our strategic plan."

Richard Wiley, Chief Financial Officer, commented: "The improved
operating performance is the result of increased sales in every
region and improved gross profit margins.  We continue to make
good progress in working capital reduction which, together with
the operating performance improvement, has resulted in our strong
liquidity position at the end of the quarter.  Included in the
results, we realized a $3.2 million sales and EBITDA improvement
from the sale of an apparel trademark for the U.S. market.  In
addition to the strong financial performance, the Company
finalized the sale and leaseback of its Denver Campus and
initiated its global ERP software implementation project during
the quarter."

Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags, business
cases and travel-related products under brands such as
SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), LACOSTE(R) and
SAMSONITE(R) black label.

At Apr. 30, 2005, Samsonite Corporation's balance sheet showed a
$41,885,000 stockholders' deficit, compared to a $49,139,000
deficit at Jan. 31, 2005.


SENIOR HOUSING: Fitch Affirms BB+ Rating on Sr. Unsecured Debt
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' senior unsecured debt rating
of Senior Housing Properties Trust.  Fitch also affirms the 'BB-'
rating of trust preferred securities issued by SNH Capital Trust
I, a wholly owned financing subsidiary of SNH. The Outlook remains
Stable.

The ratings reflect SNH's solid and consistent coverage metrics.
The company exhibits sound financial flexibility through its
primarily unencumbered asset base and substantial availability
under its $250 million bank line of credit.  It also possesses
minimal near-term requirements with regard to lease expirations
and debt maturities as only 1% of leases and less than 10% of debt
comes due in the next five years.

SNH is well positioned within its peer group in the health care
real estate investment trust industry in deriving a majority of
its revenue (84%) from facilities that are 'primarily private
pay,' meaning these properties constitute at least 80% private pay
resources and are not subject to the annual renewal process of the
federal government relating to Medicare reimbursements.

The company's portfolio features four different components of the
health care facilities industry and is allocated as a percentage
of revenue in the following manner: independent living facilities
(57%); assisted living facilities (27%); nursing homes (11%); and
hospitals (6%) and is geographically diverse with properties in 32
states with only Florida (13%) and Texas (10%) representing more
than 10% of total investment.

As of March 31, 2005, SNH's portfolio had an overall occupancy of
approximately 88% and was broken down into 91% occupancy for
independent living, 84% occupancy for assisted living, and 88%
occupancy for nursing homes, which compares favorably with the
average for the health care REIT peer group.

The ratings acknowledge the very high tenant concentration of the
company's top tenant (Five Star Quality Care, Inc. [NYSE: FVE]),
which represents 61% of SNH's total revenues. In addition, SNH has
11 tenants in total.  Moreover, Five Star, which was initially
created by Senior Housing Properties Trust to operate properties,
currently has approximately 66% of its total properties and 49% of
its revenues coming from SNH facilities, so there is a certain
degree of interdependence between the two companies.

Furthermore, Sunrise, who manages the properties in one of the two
leases that SNH has with Five Star (another 20% of Five Star's
properties and 44% of its revenue), has its own separate lease
with SNH and is actually SNH's number two tenant in terms of
concentration at 20% of revenue.  Although the company has shifted
its focus away from skilled nursing facilities over the past five
years, SNH still has some exposure to the variable nature of
changing Medicare and Medicaid reimbursement policies that are
annually set by the government.

The interest coverage ratio for the quarter ended March 31, 2005
was 3.2 times (x).  The fixed-charge coverage ratio for this
period was 2.9x after accounting for the $3.7 million of capital
improvements on the most recent cash flow statement.  Both of
these measures compare favorably to Fitch's health care REIT
universe.  Debt leverage stood at 32.9% of undepreciated book
capitalization at the end of first quarter of 2005, which is also
in line with comparable companies.  As of Dec. 31, 2004, Fitch
estimates the company also had a solid unencumbered asset coverage
of unsecured debt of 3.0x.

Senior Housing Properties Trust, headquartered in Newton, MA, is a
$1.6 billion (undepreciated book as of March 31, 2005) owner of
health care related facilities located in 32 states.  The company
is externally managed by REIT Management & Research.  As of March
31, 2005, the portfolio consisted of 181 properties containing
22,546 units/beds.


SINCLAIR BROADCAST: Moody's Ups $167M Pref. Stock Rating to B3
--------------------------------------------------------------
Moody's Investors Service upgraded the rating on Sinclair
Broadcast Group, Inc.'s $167 million of convertible exchangeable
preferred stock by one notch to B3 based on Moody's anticipation
that these securities will convert into exchange debentures
maturing in 2012 on June 15, 2005.  Additionally, Moody's affirmed
the company's existing ratings, including the Ba3 senior implied
and SGL-3 rating.  The outlook is stable.

The upgrade reflects Moody's expectation that upon conversion the
$167 million in exchange debentures (which are convertible into
common stock) will rank pari passu with the company's B3 rated
$150 million of convertible senior notes that also reside at the
holding company level.

As a result of the conversion, Moody's estimates that interest
expense will increase by approximately $10 million annually
(assuming a 6% interest rate), while preferred dividend payments
will decrease by the same amount.

Moody's views the exchange as a credit positive as it replaces
non-tax deductible cash preferred dividend payments with tax
deductible interest expense, thus benefiting future free cash
flow.  The B3 rating for the holding company exchange debentures
also reflects their structural subordination to the bank credit
facilities and subordinated notes at the operating company.

The ratings and outlook incorporate Sinclair's recent debt
reduction with proceeds from asset sales, and Moody's expectation
that the company's cash flow profile will continue to improve
given the completion of its digital build-out balanced by the
challenges of a weaker 2005 operating environment (i.e. non-
political year).

Moody's upgraded these rating:

  Sinclair Broadcast Group, Inc.

   -- the rating on $167 million of preferred stock to B3 from
      Caa1 (in anticipation of conversion on June 15, 2005 to
      exchangeable debentures).

Moody's affirmed these ratings:

  Sinclair Broadcast Group, Inc.:

   -- the Ba3 senior implied rating;
   -- the B3 rating on $150 million of convertible senior notes;
   -- the Ba3 senior unsecured issuer rating; and
   -- the SGL-3 liquidity rating.

  Sinclair Television Group, Inc.:

   -- the Ba1 ratings on the $275 million of senior secured credit
      facilities; and

   -- the B2 ratings on the $960 million of senior subordinated
      notes.

The rating outlook is stable.

The SGL-3 rating continues to reflect the company's high debt
burden relative to Sinclair's weakened free cash generation
prospects given the challenging 2005 operating environment which
is balanced by sizeable alternate liquidity in its $175 million
senior secured revolving credit facility which is expected to
remain fully available over the next four quarters given the
moderate cushion projected under its bank financial maintenance
covenants (cushion in excess of 15%).

Further, the SGL rating is supported by Sinclair's diverse
portfolio of television stations, which, despite being somewhat
encumbered by its bank agreement, can provide flexibility in
raising additional capital when needed without impairing the
overall operation.

Sinclair Broadcast Group owns or operates 61 television stations
in 38 markets.  It is one of the largest operators of television
stations in the United States and reaches 23% of all U.S.
television households.  The company is headquartered in Baltimore,
Maryland.


SKYWAY COMMUNICATIONS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Skyway Communications Holding Corp.
        fka I-Teleco.com, Inc.
        fka Mastertel Communications Corp.
        6021 142nd Avenue North
        Clearwater, Florida 33760

Bankruptcy Case No.: 05-11953

Type of Business: The Debtor develops ground to air in-flight
                  aircraft communication.
                  See http://www.skywaynet.us/

Chapter 11 Petition Date: June 14, 2005

Court: Middle District of Florida (Tampa)

Debtor's Counsel: David W. Steen, Esq.
                  David W. Steen, PA
                  602 South Boulevard
                  Tampa, Florida 33606-2630
                  Tel: (813) 251-3000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nazar F. Talib, et al         Nazar F. Talib,        $13,000,000
c/o Ralph T. Gibson, Esq.     et al v. Skyway
and Frank L. Watson, Esq.     Communications
65 Union Avenue, Suite 1010   Holding Corp., et al

Brent Kovar                                           $1,692,980
121 6th Street East
Saint Petersburg, FL 335715

Goal Management, Ltd.                                 $1,020,000
Attn: Glenn Kovar
1024 Sonta Lane
Apollo Beach, FL 33572-2727

Glenn Kovar                                             $900,000
1025 Sonta Lane
Apollo Beach, FL 33572-2727

ECI Telecom                                             $337,496
1201 West Cypress Road
Fort Lauderdale, FL 33309

United Towers, Inc.                                     $175,000

James Kent                                              $170,750

LIT Industrial Texas                                    $148,034

Royal Sons, Inc.                                        $127,500

WEMS Electronics                                        $123,859

Joy Kovar                                                $99,404

Armstrong Aerospace, Inc.                                $90,216

James F. Hansen                                          $65,000

World Fuel Services                                      $54,650

Klien & Heuchan Real Estate                              $50,000

Sandler Reiff & Young PC                                 $46,573

Verizon                       Verizon - Albany           $37,442
                              Dallas, Newark,
                              Trenton & Baltimore

Ozone Technology Corp.                                   $34,789

Tampa Bay Buccaneers                                     $34,000

Executive Chargers, Inc.                                 $33,500


SOUPER SALAD: Brings-In Bracewell Giuliani as Bankr. Co-Counsel
---------------------------------------------------------------
Souper Salad, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona for permission to retain Bracewell & Giuliani
LLP as co-counsel to Collins, May, Potenza, Baran & Gillespie,
P.C., during the Debtor's bankruptcy proceeding.

Bracewell Giuliani is expected to:

   a) advise the Debtor with respect to its rights, duties and
      powers in this case;

   b) assist and advise the Debtor in its consultations relative
      to the administration of this case;

   c) assist the Debtor in analyzing the claims of the creditors
      and in negotiating with creditors;

   d) assist the Debtor in the analysis of and negotiations with
      any third party concerning matters relating to the terms of
      a plan of reorganization;

   e) represent the Debtor at all hearings and other bankruptcy
      proceedings;

   f) review and analyze all applications, orders, statements of
      operations and schedules filed with the Court and advise
      the Debtor as to its propriety;

   g) assist the Debtor in preparing pleadings and applications
      as may be necessary; and

   h) perform other legal services as may be required and are
      deemed to be in the interests of the Debtor.

Mark W. Wege, Esq., at Bracewell Giuliani, relates that his Firm
provided prepetition debt counseling and bankruptcy advice to the
Debtor.  Mr. Wege discloses that the Debtor paid his Firm a
$150,000 retainer.

Bracewell Giuliani didn't disclose its professionals' hourly
billing rates at the time of the filing of this motion.

The Debtor tells the Court that Bracewell Giuliani and Collins May
professionals will coordinate with each other to avoid duplication
of their professional services.

To the best of the Debtor's knowledge Bracewell Giuliani is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in San Antonio, Texas, Souper Salad Inc. --
http://www.soupersalad.com/-- operates an all-you-care-to-eat
soup and salad bar restaurant chain.  Daniel Collins, Esq., at
Collins, May, Potenza, Baran & Gillespie, P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $16,115,715 in assets and
$50,383,179 in debts.


SOUPER SALAD: Hires Bankruptcy Services as Noticing Agent
---------------------------------------------------------
Souper Salad, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona for permission to employ Bankruptcy Services,
LLC, as its claims, noticing and balloting agent.

The Debtor estimates it has approximately 20,000 creditors and
other parties-in-interest in this chapter 11 case.  The Debtor
needs a third party to accomplish noticing, receiving, docketing
and maintaining a significantly large number of proofs of claim
that will be filed by these creditors.

In this connection, Bankruptcy Services will:

   a) maintain the creditor matrix;

   b) prepare and serve required notices in this case;

   c) file with the Clerk's Office a declaration of service after
      notices of service are mailed;

   d) maintain an official copy of the Debtor's schedules of
      assets and liabilities as well as statements of financial
      affairs;

   e) notify all potential creditors of the existence and amount
      of their respective claims;

   f) furnish a form for the filing of proofs of claim;

   g) docket all claims received, maintain the official claims
      register on behalf of the Clerk, maintain copies of proofs
      of claim;

   h) specify in the claims register the claim number assigned,
      date received, name and address of claimant, classification
      of claim and asserted claim amount;

   i) implement necessary security measures to ensure the
      completeness and integrity of the claims register;

   j) relocate all actual proofs of claim filed and received by
      the Court on a weekly basis;

   k) record all transfers of claims and provide any notices of
      such transfers required by Rule 3001 of the Federal Rules
      of Bankruptcy Procedure;

   l) make any and all changes to the claims register in
      accordance with the Court's order;

   m) turn over copies of the claims register to the Clerk upon
      completion of the docketing process;

   n) maintain an official mailing list for the Debtor of all
      entities that have filed proofs of claim, which list will
      be available free of charge upon request by a party-in-
      interest on the Master Service List;

   o) provide access to the public for examination of copies of
      the proofs of claim without charge during regular business
      hours; and

   p) comply with further conditions and requirements set by the
      Clerk of the Bankruptcy Court.

Bankruptcy Services' professionals' hourly billing rates are:

   Designation                            Billing Rate
   -----------                            ------------
   Senior Manager/On-Site Consultant      $225
   Other Senior Consultant                $185
   Programmer                             $130 - $160
   Associate                              $135
   Clerical                               $ 40 - $ 60
   Schedule Preparation                   $225

Ron Jacobs, Bankruptcy Services' president, assures the Court that
his Firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in San Antonio, Texas, Souper Salad Inc. --
http://www.soupersalad.com/-- operates an all-you-care-to-eat
soup and salad bar restaurant chain.  Daniel Collins, Esq., at
Collins, May, Potenza, Baran & Gillespie, P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $16,115,715 in assets and
$50,383,179 in debts.


S-TRAN HOLDINGS: Look for Bankruptcy Schedules on June 20
---------------------------------------------------------
S-Tran Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for more time to
file their Schedules of Assets and Liabilities, Statements of
Financial Affairs and Statements of Executory Contracts and
Unexpired Leases.

The Debtors give the Court three reasons in support of the
extension:

   1) the financial affairs of their bankruptcy cases are large
      and complex with more than 200 creditors;

   2) in light of the shutdown of their operations on May 5, 2005,
      they only have a limited staff to perform the required
      internal review of their books, records, accounts and
      affairs, while simultaneously preparing for the sale of
      substantially all of their assets; and

   3) the accelerated pace at which their time sensitive
      bankruptcy efforts have proceeded have pulled their
      remaining resources away from other tasks.

The Court will convene a hearing at 11:00 a.m., on July 27, 2005,
to consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
U.S. Bankruptcy Court for the District of Delaware, the Debtors'
deadline to file their Schedules and Statements is automatically
extended through the conclusion of that hearing.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second-day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No. 05-
11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $22,508,000 and total
debts of $30,891,000.


TEAM HEALTH: $68 Mil. Debt Reduction Prompts S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tennessee-based physician staffing company Team Health
Inc. to stable from negative.  Ratings on the company, including
the 'B+' corporate credit rating, were affirmed.

The outlook revision reflects the $68 million reduction of Team
Health's outstanding debt, to $370 million at March 31, 2005 (pro
forma for the post quarter end debt reduction).  Total outstanding
debt was $438 million at March 31, 2004, when the company had just
completed a recapitalization.

The outlook revision also reflects the reduction in Team Health's
professional liability costs in 2005 and the company's better-
than-anticipated operating performance in the first quarter of
2005 due to strong patient volumes, as well as pricing and
insurance cost improvements.  Standard & Poor's also expects that
Team Health will continue to improve or maintain its financial
profile through further debt reduction and EBITDA growth.

"The ratings on privately held Team Health continue to reflect the
risks associated with the large physician staffing company's
narrow operating focus, as well as its susceptibility to cost
pressures, including fluctuations in professional liability
costs," said Standard & Poor's credit analyst Jesse Juliano.

"The ratings also reflect uncertainty related to the company's
participation in TRICARE, a health system for active duty members
of the military.  In addition, we remain concerned about the
ability of Team Health to maintain its recent operating
performance improvements throughout 2005.  These issues are partly
mitigated by the company's strong competitive position in its
specialized field, positive trends in pricing and insurance cost
management, and its ability to generate sufficient cash flow to
reduce debt," Mr. Juliano added.

Team Health is the largest nationwide provider of outsourced
physician staffing and administrative services to U.S. hospitals
and other health care providers.  The company specializes in
emergency room staffing and concentrates on large, high-volume
hospital clients.  Team Health's $147 million acquisition of
Spectrum Health Resources in mid 2002 added a significant new
operating focus in the staffing of military medical facilities.


TEXAS BOOT: Selling Assets to McRae Industries for $1.175 Million
-----------------------------------------------------------------
In May 2005, McRae Industries, Inc. (Amex: MRIA; MRIB) negotiated
the terms of an asset purchase agreement providing for the
purchase by the Company of certain trademarks and other assets
from Texas Boot, Inc.  Texas Boot is currently operating as a
debtor-in-possession in a case under Chapter 11 of the United
States Bankruptcy Code.

Under the terms of the asset purchase agreement, the Company will
acquire Texas Boot's:

   -- trademarks (including the marks Laredo, J. Chisolm, Code
      West and Performair);

   -- outstanding accounts receivable; and

   -- certain inventory

for approximately $1.175 million plus an amount equal to 75% of
the gross book value of the acquired accounts receivable.

The asset purchase is subject to higher and better offers at
auction, which, if competing bids are received, will be conducted
on June 23, 2005.  The Bankruptcy Court will then consider
approval of the asset sale to the Company or the successful bidder
at the auction at a hearing scheduled for June 24, 2005.  There is
no assurance that the asset purchase agreement will be approved or
that we will be successful in obtaining these assets.

Headquartered in Nashville, Tennessee, Texas Boot, Inc., is a boot
manufacturer and retailer.  The Company filed for chapter 11
protection on Apr. 20, 2005 (Bankr. M.D. Tenn. Case No. 05-04873).
James R. Kelley, Esq., at Neal & Harwell represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in total assets and debts.


TEXAS INDUSTRIES: S&P Rates $250 Million Senior Notes at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and its other ratings on Texas Industries Inc.  At
the same time, Standard & Poor's assigned its 'BB-' senior
unsecured debt rating to the Dallas, Texas-based company's $250
million senior notes due 2013 to be offered under Rule 144A with
registration rights.

Based on preliminary terms and conditions, Standard & Poor's also
assigned a 'BB+' bank loan rating and a recovery rating of '1' to
the company's $200 million senior secured revolving credit
facility maturing in 2010.  The recovery rating indicates the
expectation that bank lenders would fully recover their principal
in an event of default. The new credit facility will replace the
company's existing credit line.  When this occurs, the ratings on
the existing facility will be withdrawn.  The outlook is stable.

Proceeds from the senior notes, a $341 million dividend from
Chaparral Steel Co. (TXI's steel operations, which it is spinning
off to shareholders in a tax-free stock dividend), and cash on
hand will be used to refinance $600 million of 10.25% senior
unsecured notes due 2011 and to pay related fees and expenses.

TXI is a regional producer of cement, aggregates, and concrete.
TXI's business-risk profile is constrained by:

    * market and asset concentration in Texas and California;

    * a much smaller scale of operations than the global players
      with which it competes;

    * a very weak cost position primarily because of an old, high-
      cost cement plant in California; and

    * the industry's cyclicality, seasonality, and high capital
      and energy-intensity.

Its small scale and the high-cost plant have translated into
operating profitability that has been below and more volatile than
the industry average during the past five years.  The company will
undertake a very large $350 million investment project during the
next two years that targets a near doubling of its capacities in
California by 2007. Near-term challenges include a likely
softening of cement shipments to the residential sector and
possible technical delays in the implementation and start-up of
the new plant in California.  In addition, Standard & Poor's views
as risky the financing of this project in part with the revolving
credit facility.

"We factored into our rating our expectation of moderate
deterioration in the financial profile through the investment
period until completion of the Oro Grande, California, expansion
project," said Standard & Poor's credit analyst Xavier Buffon.
"However, the ratings could come under pressure if the project
experiences meaningful cost overruns or delays, residential
markets soften more than expected, or operating costs escalate
unexpectedly.  In the longer term, the ratings have modest upside
potential."


THAMES INVESTMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Thames Investment, Inc.
        P.O. Box 82167
        Vicksburg, Mississippi 39180

Bankruptcy Case No.: 05-03088

Chapter 11 Petition Date: June 14, 2005

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Jeffrey K. Tyree, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, Mississippi 39158-3380
                  Tel: (601) 427-0048

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


TW INC: Hires Jaspan Schlesinger as Special Litigation Counsel
--------------------------------------------------------------
TW, Inc., fka Cablevision Electronics Investments, Inc., sought
and obtained permission from the U.S. Bankruptcy for the District
of Delaware to employ Jaspan Schlesinger Hoffman LLP as its
special litigation counsel, nunc pro tunc to February 22, 2005.

The Debtor retains Jaspan Schlesinger as its lead counsel to
prosecute three adversary proceedings against Toshiba, GMAC and
Kelley Drye and Warren.

Jaspan Schlesinger will also commence avoidance actions for the
Debtor.

Jaspan Schlesinger's professionals who will represent the Debtor
and their current hourly billing rates:

         Name of Professional              Rate
         --------------------              ----
         Frederick B. Rosner, Esq.         $350
         Jennifer Taylor, Esq.             $250
         Michelle Rust                     $140

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

TW, Inc., filed for chapter 11 protection on March 14, 2003
(Bankr. Del. Case No. 03-10785).  Jeremy W. Ryan, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors.  When the
Company filed for protection from its creditors, it listed assets
of over $50 million and debts of more than $100 million.  The
Honorable Mary F. Walrath confirmed the Debtor's liquidation plan
in May 2005.


WESTPOINT STEVENS: Wants to Enter into Birmingham Store Lease
-------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates routinely lease
real property in outlet malls and shopping centers for use as
retail stores to sell bed, bath, table linens, and other related
home products.  The Debtors continually reassess the viability of
certain stores and opportunities to open additional or replacement
locations.

Prior to the Petition Date, the Debtors operated a retail store in
Myrtle Beach, South Carolina.  The Myrtle Beach Store was not
generating sufficient profit nor adding value to the Debtors'
estates.  Thus, the Debtors closed the Myrtle Beach Store and
rejected the unexpired real property lease used in the operation
of the Myrtle Beach Store.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, tells Judge Drain that the Debtors' revised business plan
contemplates the operation of a specific number of retail stores
to generate revenue for their business operations.  Therefore, the
Debtors began searching for a suitable location to replace the
Myrtle Beach Store.  Through analyses of their in-store sales and
their customer demographics, the Debtors have identified a
customer base of about 54,000 regular customers in the greater
Birmingham, Alabama, area.  Thus, the Debtors decided to open a
new store in Birmingham, Alabama, to replace the Myrtle Beach
Store.

After an extensive search of the surrounding area, the Debtors
identified a suitable location in Brook Highland Plaza located in
the heart of Birmingham.  Following arm's-length negotiations with
the landlord, the Debtors agreed on the terms of a nonresidential
real property lease with GS II Brook Highland LLC.

The premises subject to the Birmingham Lease covers 10,000 square
feet of gross floor space.  The lease will run for seven years,
and will have an initial minimum annual base rent of $12 per
square foot -- $10,000 per month -- plus additional rent if
certain sales thresholds are met.  In addition, GS II has agreed
to reimburse the Debtors, upon emergence from Chapter 11, up to
$50,000 for tenant improvements on the premises.  GS II has also
agreed to cap its damages stemming from a breach of the Debtors'
obligations under the Birmingham Lease to the lesser of 18 months'
rent or the Landlord's actual damages after mitigation.  The
Birmingham Lease also permits the Debtors to assign the lease to a
purchaser of substantially all of their assets.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into the
Birmingham Lease.

In its proposed location, the Birmingham store will service not
only the Debtors' existing customers, but will be also be the only
bed and bath products store in one of the major shopping centers
in downtown Birmingham.  Based on these circumstances, the Debtors
project that the store will yield a cumulative profit in excess of
$630,000 within the first five years.

The Debtors have received no objection from Icahn Associates and
WL Ross & Co. LLC of their intent to enter into the Birmingham
lease.

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)


W.R. GRACE: Wants to Contribute $6.6 Million to Lake Charles Plan
-----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Delaware's authority to make
a one-time lump sum contribution to the W.R. Grace & Co.-Conn.
Retirement Plan for Hourly Employees of Lake Charles Plant, in
accordance with the recently negotiated collective bargaining
agreement among W.R. Grace & Co.-Conn, Grace Davison, Lake Charles
Site and the Lake Charles Metal Trades Council, AFL-CIO, dated
March 14, 2005, for $6,584,955.

The Lake Charles Complex is the Debtors' second largest
manufacturing facility in the United States.  At Lake Charles,
the Debtors' Davison business manufactures fluid cracking
catalysts and hydroprocessing catalysts.  Also at Lake Charles,
the Debtors employ 345 hourly and salaried employees.  The total
number of hourly employees currently represented by the Lake
Charles Union is 236, which is 68% of the total workforce at Lake
Charles.  The Union has represented the Lake Charles Union
Employees since the 1950s.

David W. Carickhoff, Jr., Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., in Wilmington, Delaware, relates
that the collective bargaining agreement that preceded the 2005
Lake Charles Union Agreement was scheduled to expire on March 15,
2005.  Therefore, to avoid the possibility of a costly work
stoppage, a new agreement to replace the prior agreement needed
to be finalized on or about that date.

In anticipation of the expiration of the prior collective
bargaining agreement, the Debtors and the Lake Charles Union
began formal negotiations on February 4, 2005.  Those
negotiations ended with the Debtors making a final offer, which
included amendments to the Lake Charles Pension Plan, on March 4,
2005.  The final offer became the 2005 Lake Charles Union
Agreement when the Lake Charles Union Employees ratified the
final offer on March 11, 2005, by a slim margin.

According to Mr. Carickhoff, the Debtors' objectives regarding
the negotiations with the Lake Charles Union were to maintain
employee morale and acceptable labor relations with the Union, to
have the Union accept an increase in cost of medical coverage for
active employees, and to avoid a costly work stoppage by the Lake
Charles Union Employees by providing them with increased
compensation and benefits that would still be equitable and
competitive.  The Debtors also sought a four-year fixed term
labor contract with no "reopener" or right to strike.  The
Debtors believe that the 2005 Lake Charles Union Agreement
accomplishes all of those objectives in the most cost-efficient
manner.

Prior to the formal negotiations that ultimately led to the 2005
Lake Charles Union Agreement, union representatives made it clear
to the Lake Charles management that employee benefits,
particularly those under the retiree medical plan and the Lake
Charles Union Pension Plan, are significant matters to be
discussed.  In general, the Lake Charles Union took the position
that:

    (a) the benefits under the Plan were not equitable and
        competitive when compared to the pension benefits of union
        employees at Davison's other large manufacturing facility,
        at Curtis Bay, in Maryland; and

    (b) the significant recent increases in retiree medical
        premiums were having a devastating impact on current and
        future Lake Charles retirees for many reasons, including
        the failure of the Lake Charles Union Pension Plan to
        provide benefits that would offset any meaningful portion
        of the increases in retiree medical premiums.

For these reasons, certain Lake Charles Union representatives
expressed concern that the Debtors' failure to make concessions
with respect to the Lake Charles Union Pension Plan would result
in labor dissatisfaction and a failure to achieve a new labor
agreement, without which there would have been no protection
against a strike.

Mr. Carickhoff tells Judge Fitzgerald that during the
negotiations, the Debtors rejected the Lake Charles Union's
demands for concessions regarding the cost and design of the
retiree medical plan.  The Debtors did, however, agree to amend
the Lake Charles Union Pension Plan to increase benefits,
provided that they could secure the requisite approval from the
Court.

In general, the Lake Charles Union Pension Plan provides that:

    * The Plan is a defined-benefit pension plan, which satisfies
      the qualification requirements under Section 401(a) of the
      Internal Revenue Code;

    * The "plan year" applicable to the Plan is a calendar year;

    * The Plan is funded with employer contributions, in
      accordance with Section 412 of the Internal Revenue Code.
      The employer contributions, and all related earnings, are in
      a trust that is tax-exempt under Section 501(a) of the
      Internal Revenue Code; and

    * The Plan does not require employee contributions.

Moreover, the Plan is a so-called "flat-dollar unit benefit
plan."  Under that currently applicable benefit formula, an
eligible employee would be entitled to a lifetime annuity
commencing at age 62 for $44 per month for each year of eligible
service.  Thus, an employee with 30 years of service would be
entitled to an annuity amounting to $1,320 per month.

As of January 1, 2005, the estimated "current liability" under
the Lake Charles Union Pension Plan totaled approximately
$17,447,000, the "actuarial value" of plan assets totaled
approximately $12,355,000, and the "market value" of plan assets
totaled approximately $13,107,000.

Mr. Carickhoff notes that the most significant aspect of the Lake
Charles Pension Amendments is that the monthly pension benefit
for any Lake Charles Union Employee who retires on or after
March 15, 2005, would increase from $44 to $50 per year of
service, representing an increase of 13.6% over the four-year
term of the 2005 Lake Charles Union Agreement.

Mr. Carickhoff tells the Court that for the Debtors to implement
the Pension Amendments, they are required to make a $6,584,955
contribution not later than September 15, 2005, pursuant to
Section 401(a)(33) of the Internal Revenue Code.

Mr. Carickhoff adds that the actuary of the Lake Charles Union
Pension Plan calculated the exact amount of the Required
Contribution.  The actuary of the Lake Charles Plan estimates
that, to comply with the funding requirements, the Debtors will
not be required to make any additional minimum contributions
during 2005 or 2006, if the Required Contribution is made on a
timely basis during 2005.  The funds to make the Required
Contribution will not be drawn from the Debtors' DIP Credit
Facility, but rather from currently available cash and from non-
debtor affiliates.

Aside from the Lake Charles Pension Amendments, the only other
material cost to the Debtors as a result of the 2005 Lake Charles
Union Agreement is a moderate wage increase, Mr. Carickhoff
points out.  The hourly rate of the Lake Charles Union Employees
is scheduled to increase by an average of 3.2% annually from 2005
to 2008 under the Agreement.

The 2005 Lake Charles Union Agreement provides that, in the event
that the Debtors fail to secure the requisite approvals to make
the Lake Charles Required Contribution, then the Debtors will
instead pay each Lake Charles Union Employee a single cash
payment of $3,600.  The total cost of those payments would be
$850,000.  The Debtors assert, however, that the failure to
secure approval to make the Lake Charles Contribution, and
therefore the failure to implement the Lake Charles Pension
Amendments, would result in labor discord and morale problems,
which in turn would result in lost productivity, even after the
cash payments are made.  The Debtors believe that implementing
the Lake Charles Pension Amendments is the most cost-effective
manner to avoid those issues.

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)


WYNDHAM INT'L: $3.24B Blackstone Deal Cues S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Wyndham
International Inc., including its 'B' corporate credit ratings, on
CreditWtach with developing implications.  Dallas, Texas-based
Wyndham owns, leases, manages, and franchises 142 proprietary
hotels.

The CreditWatch listing follows the announcement that Wyndham has
entered into a definite agreement to be acquired by The Blackstone
Group for $1.15 per common share.  The total value of the
transaction, including the assumption of Wyndham's debt, is about
$3.24 billion.  This acquisition is subject to shareholder
approval and other customary conditions, and is expected to be
completed in the fourth quarter of 2005.  The closing of the
merger is not subject to the receipt of financing by Blackstone.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on the way the
transaction is financed.  Standard & Poor's will resolve its
CreditWatch listing when details of the financing structure is
made available.


YESBIK CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Yesbik Construction, Inc.
        106 Southwest 140th Terrace, Suite 3
        Newberry, Florida 32669

Bankruptcy Case No.: 05-10403

Type of Business: The Debtor specializes in commercial
                  construction and renovation.
                  See http://www.yesbik.com/

Chapter 11 Petition Date: June 15, 2005

Court: Northern District of Florida (Gainesville)

Debtor's Counsel: Tracy Jayne Frasier, Esq.
                  The Robertson Group
                  5216 Southwest 91st Drive
                  Gainesville, Florida 32608
                  Tel: (352) 373-9031
                  Fax: (352) 373-9099

Total Assets:   $134,832

Total Debts:  $2,042,115

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Equity One                    Judgment                  $181,760
c/o Wm. H. Beaver, Esq.
1325 West Colonial Drive
Orlando, FL 32804

Phillips Edison               Trade debt                $140,000
2020 Red Robin Drive
Port Orange, FL 32128

BCD Air Conditioning          Trade debt                $104,211
1944 Calumet Street
Clearwater, FL 33765

Cayce Company Inc.            Trade debt                 $90,102

Thermex Corp.                 Trade debt                 $89,453

Brooks Electrical             Trade debt                 $82,612

Eagle Technology              Trade debt                 $59,521

American Air Specialists      Trade debt                 $49,928

JMW Architecture Group        Trade debt                 $49,291

Gator Building Materials      Trade debt                 $48,464

Dependable Electric Inc.      Trade debt                 $45,373

Able Electric of Englewood    Trade debt                 $43,185

Response Fire Protection      Trade debt                 $42,375

Superior Acoustical &         Trade debt                 $40,905
Drywall

Electrical Service Company    Trade debt                 $39,414

Advanced Electric Co.         Trade debt                 $37,586

Simplex Grinnell              Trade debt                 $37,315

John Hagan Plbg. & Electric   Trade debt                 $33,295
Inc.

Nato Drywall, Inc.            Trade debt                 $32,090

Russell Electrical            Trade debt                 $26,000
Construction


YUKOS OIL: Files Suit in Moscow for Damages from Yugansk Sale
-------------------------------------------------------------
YUKOS Oil Company filed a motion in the Moscow Arbitration Court
to annul the auction where 43 shares (76.79% of Authorized
Capital) of Yuganskneftegas were sold, and the deed of sale of the
shares in its former core production subsidiary, as well as for
reimbursement of damages suffered as a result of the auction in
the amount in excess of RUB324 billion.

The case is filed against the Russian Federal Property Fund
(RFFI), OOO Baikal Finance Group, OAO Rosneft, OOO Gazpromneft,
OAO Gazprom, and the Finance Ministry of Russian Federation.
Respondent's interveners in the case are the Main Directorate of
the Justice Ministry of Russian Federation for the city of Moscow,
Federal Anti-Monopoly Service and OAO Yuganskneftegas.  YUKOS has
also filed for the court to seize the Yuganskneftegas shares in
question under the legal process.

"The lawsuit very clearly outlines the numerous breaches of
Russian law that occurred up to, during and subsequent to the
forced expropriation of our core asset, Yuganskneftegas said
Steven Theede, Chief Executive Officer.  "We are resolved to use
every appropriate court to fight our case to ensure that those who
performed this act of corporate theft are made to account for
their actions.  We can only hope that the court appreciates the
merits of the case, which when detailed as they are in the
submission are very clear, and accepts our assertion that the
company is entitled to full and fair compensation for loss and
damages."

YUKOS Oil Company contests the results of the auction and the deed
of sale of Yuganskneftegas shares by pointing out numerous
violations of Russian legal norms, as well as violation of
principles and norms of international law including the European
Convention on Human Rights and Fundamental Freedoms.
YUKOS contests that its core asset was expropriated to satisfy the
demands of tax authorities while the lawsuits addressing the
legitimacy of those tax claims, against which YUKOS is presently
appealing, are still being heard by various court s in Russia.
Furthermore the Company is still engaged in the appeal process to
the Supreme Arbitration Court on previous verdicts handed out by
the Russian courts which found against the Company.  The claim
states that even before YUKOS had exhausted all means of defending
its rights provided by law and at a time when all of the Company's
offers of repaying the debt with other assets were ignored, the
asset was expropriated through an illegal and unlawful process.

The Company's claim demands that the auction be ruled invalid.
YUKOS contests that due to unjustified undercutting of the selling
price of Yuganskneftegas' shares and grave violations of law in
announcing and holding the auction, the auction process itself was
illegal.  The claim cites specific violations including the fact
that RFFI unlawfully set its own terms for the sale of YUKOS Oil
Company's property resulting in Yuganskneftegas shares being sold
below the market value or the value determined by the Russian
Federation's own evaluation company, Dresdner Kleinwort
Wasserstein.  Breaches of Russian law during preparation and
holding of the auction included: failure to comply with the legal
requirement to announcing the timing of the auction and thus
ruling out some potential buyers; neglecting to follow the very
clear and defined procedure for conducting such an auction and the
direct and unwarranted interference of government bodies in the
auction process.  YUKOS Oil Company contests in its claim that the
auction was a sham and a 'front' for the expropriation of property
in favor of a named state-owned company - OAO Rosneft.

Finally, the claim filed by YUKOS Oil Company points out numerous
infractions by the Russian government and its authorities of the
European Convention on Protection of Human Rights and Basic
Freedoms.  The Company expresses its hope that its rights will be
restored through full satisfaction of its legal case and
reimbursement for its losses.

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


YUKOS OIL: Alvarez & Marsal Wants Reimbursement from Yukos
----------------------------------------------------------
Alvarez & Marsal LLC, the restructuring advisor of Yukos Oil
Company, asks the U.S. Bankruptcy Court for the Southern District
of Texas to direct Yukos to pay $277,867 on account of the firm's
professional fees and $86,675 for its out-of-pocket expenses.

Dean E. Swick, a managing director at Alvarez & Marsal, tells the
Court that the firm rendered these services for the period
January 18, 2005, through February 24, 2005:

                                            Hours   Professional
   Category                                 Worked      Fees
   --------                                 ------  ------------
   Meeting/Teleconference with Yukos'
   management, counsel or advisors           98.9     $47,792.50

   Administrative - miscellaneous             8.0       3,672.50

   Court/Hearing Appearance & Preparation    32.7      13,867.50

   Debtor Reporting/Presentations
   [MOR, Contract Rejection, etc.)           88.9      35,132.50

   General Bankruptcy Consulting             64.1      24,475.00

   Statements & Schedules -
   Preparation/Analysis                     281.9     116,057.50

   Travel Time                               81.3      36,870.00
                                           -------  ------------
        TOTAL                               655.8    $277,867.50
                                           =======  ============

Alvarez & Marsal incurred these expenses during the Compensation
Period:

             Type                         Amount
             ----                         ------
             Airfare                    $65,123.08
             Hotel                       16,630.04
             Meals                        1,946.29
             Ground Transportation        1,887.16
             Communication & Other        1,088.47
                                        ----------
                                        $86,675.04
                                        ==========

Headquartered in Houston, Texas, Yukos Oil Company is an open
joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in the energy industry
substantially through its ownership of its various subsidiaries,
which own or are otherwise entitled to enjoy certain rights to oil
and gas production, refining and marketing assets.  The Company
filed for chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex.
Case No. 04-47742).  Zack A. Clement, Esq., C. Mark Baker, Esq.,
Evelyn H. Biery, Esq., John A. Barrett, Esq., Johnathan C. Bolton,
Esq., R. Andrew Black, Esq., Fulbright & Jaworski, LLP, represent
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $12,276,000,000 in
total assets and $30,790,000,000 in total debts.  (Yukos
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* 3 Partners Join LeBoeuf Lamb's Corporate & Litigation Practices
-----------------------------------------------------------------
The international law firm of LeBoeuf, Lamb, Greene & MacRae LLP
disclosed that a group of 10 litigation and corporate lawyers from
Winston & Strawn LLP have joined LeBoeuf Lamb's New York City
office.  Berge Setrakian, Margaret Civetta and Kevin Walsh joined
LeBoeuf Lamb as partners.  In addition, seven other lawyers,
including one counsel and four associates, as well as two foreign
legal interns, joined LeBoeuf Lamb's corporate and litigation
practices.

"LeBoeuf Lamb is pleased to welcome this strong team of talented
lawyers to our Firm," said Steven H. Davis, Chairman of LeBoeuf
Lamb.  "After successful careers in their respective fields, we
believe that Berge Setrakian, Margaret Civetta and Kevin Walsh add
significant experience and expertise to our New York City office
and further strengthen the corporate and litigation practices at
LeBoeuf Lamb."

Mr. Setrakian, Ms. Civetta and Mr. Walsh built their careers at
Whitman Breed Abbott & Morgan LLP and were part of that firm when
it merged with Winston & Strawn in 2000.

Berge Setrakian, previously a partner at Winston & Strawn, has
extensive expertise in international transactions.  Mr. Setrakian
has served high-profile international clients around the globe,
including Spanish telecommunications giant Telefonica, the
European tobacco group Altadis, Cubatabaco, Arab Bank and
Consolidated Contracting Company.

Margaret Civetta, previously a partner at Winston & Strawn,
concentrates her practice on corporate law and international
transactions.  Her experience includes private placements, mergers
and acquisitions, joint ventures, contracts, and international
sales.  She was an associate at Whitman Breed Abbott & Morgan LLP
from 1993 to 2000.  She joined Winston & Strawn when the firms
merged in 2000 and was named a partner in 2001.

Kevin Walsh, previously a partner at Winston & Strawn,
concentrates on complex commercial litigation and international
arbitration.  Mr. Walsh recently represented Telefonica in a
multibillion-dollar dispute arising from its undersea fiber-optic
network, for which he was recognized in the Summer 2003 issue of
AmLaw Focus Europe's "Arbitration Scorecard."  In recent years, he
has represented various international clients, including Arab
Bank, Time Warner, LVMH and Terra Networks, in high-profile
litigation.

            About LeBoeuf, Lamb, Greene & MacRae LLP

LeBoeuf, Lamb, Greene & MacRae LLP has more than 600 lawyers
practicing in 20 offices worldwide. Well known as one of the
preeminent legal services providers to the insurance/financial
services and energy and utilities industries, the Firm has built
upon these strengths to gain prominence in litigation, corporate,
bankruptcy, taxation, environmental, real estate and
technology/intellectual property practices.


* FTI Consulting Appoints Two New Senior Executives
---------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN) reported two new appointments:

    (1) David G. Bannister has joined as senior vice president and
        chief development officer, and

    (2) Sara Lacombe has joined as senior vice president in charge
        of human resources.

Mr. Bannister, who has over 25 years experience serving clients in
the financial services, transportation, industrial manufacturing,
automotive, and consumer/specialty retail industries, will work
with FTI's executive committee and practice leaders to identify
acquisitions and strategic growth initiatives.

He joins FTI from Grotech Capital Group, a venture
capital/merchant banking firm where he was general partner in the
traditional industries group.  In this position, Mr. Bannister
participated in all phases of investment banking, including
identification of investments, financing, operation improvement
and harvesting.  Prior to his tenure at Grotech, Mr. Bannister was
a managing director in investment banking with Alex, Brown and
Sons.  Among his responsibilities, he led the merchant banking
operations and several industry groups.  Mr. Bannister received an
MBA from the University of North Carolina at Chapel Hill and a BA
from Stetson University.  He is a CPA.

Ms. Lacombe, who has 16 years of experience, will lead FTI's human
resources department.  In this role, she will partner with senior
management to identify and recruit the best professional talent,
address organizational opportunities and augment FTI's
professional development program.

Ms. Lacombe joins FTI Consulting from Merrill Lynch, where she was
director and head of human resources for the global securities and
economics research division, and provided comprehensive human
resource services.  Prior to Merrill Lynch, Ms. Lacombe held
positions with several professional and financial services
companies, including Andersen Consulting, Citibank and Lehman
Brothers.  Her experience encompasses compensation, benefits,
training,employee relations and recruiting, as well as
acquisitions and integration.  Ms. LaCombe holds a BA in history
from Hobart and William Smith Colleges.

Commenting on the new appointments, Jack Dunn, president and chief
executive officer said, "FTI is pleased to welcome David and Sara
to the company.  It is our continued ability to recruit superior
talent that enables us to enhance further the counsel and value we
offer to clients and to distinguish FTI from the rest of the
competition.  We are excited to welcome them to the team."

                     About FTI Consulting

FTI Consulting -- http://www.fticonsulting.com/-- is the premier
provider of corporate finance/restructuring, forensic/litigation/
technology, and economic consulting. Located in 24 of the major
U.S. cities, London and Melbourne, FTI's total workforce of more
than 1,000 employees includes numerous PhDs, MBA's, CPAs, CIRAs,
CFEs, and technologists who are committed to delivering the
highest level of service to clients.  These clients include the
world's largest corporations, financial institutions and law firms
in matters involving financial and operational improvement and
major litigation.


* Gibson Dunn Taps Fred Brown to Lead San Francisco Office
----------------------------------------------------------
Gibson, Dunn & Crutcher LLP appointed partner Fred Brown as the
new Partner-In-Charge of the firm's San Francisco office.  Mr.
Brown takes over from Katie Coleman, who completed a five-year
term in that role and will continue her bankruptcy and
restructuring practice.

"A talented lawyer with strong leadership qualities, Fred is a
great choice to lead the San Francisco office," said Ken Doran,
Managing Partner of the firm.  "Although Fred joined the firm
recently, it was quickly clear that he had the experience, the
skill and the temperament to lead the office."

"I am honored by my partners' confidence in me," said Mr. Brown.
"I look forward to continuing Katie's work in developing the
office and our local profile."

                        About Fred Brown

A member of the Intellectual Property and Litigation Practice
Groups, Brown is a trial lawyer who focuses his practice on patent
infringement and complex commercial cases and arbitrations. He has
tried to verdict or judgment many civil and criminal cases,
including several high-profile patent infringement cases. He has
extensive experience in civil, multi-jurisdiction litigation and
often coordinates the work of local counsel in multiple
jurisdictions.  He recently has represented Arvesta, Allied
Capital, Nortel, Cadence. and Intel, among other clients.

Mr. Brown joined Gibson Dunn in 2004 from Orrick, Herrington &
Sutcliffe.  He teaches trial skills for the National Institute of
Trial Advocacy and for the Intensive Advocacy Program at the
University of San Francisco School of Law.  He is a member of the
board of directors of the Association of Business Trial lawyers
and the Edward J. McFetridge Inn of Court.  He is a 1975 graduate
of Duke University School of Law, where he served as
Administrative Law Editor for Duke Law Journal.

               About Gibson Dunn's San Francisco Office

Gibson Dunn's San Francisco office has more than 50 attorneys, who
represent Fortune 500 companies in corporate, litigation,
intellectual property and antitrust issues.

Some representative clients include Intel, Cadence Design Systems,
Wells Fargo, The Williams Company, PricewaterhouseCoopers, Ask
Jeeves, Xilinx, Thoratec, Applied Materials and St. Jude Medical.

                        About the Firm

Gibson, Dunn & Crutcher LLP is a leading international law firm.
Consistently ranking among the world's top law firms in industry
surveys and major publications, Gibson Dunn is distinctively
positioned in today's global marketplace with more than 800
lawyers and 13 offices, including Los Angeles, New York,
Washington, D.C., San Francisco, Palo Alto, London, Paris, Munich,
Brussels, Orange County, Century City, Dallas and Denver.

                          *********

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 ***