TCR_Public/050617.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, June 17, 2005, Vol. 9, No. 142

                          Headlines

ADELPHIA COMMS: Can't File Complaint Against Devon G.P. & L. Mead
ADVOCAT INC: Sterling Provides $5MM for Nursing Home Renovations
AIR CANADA: Inks Agreement with Pilots on Boeing Purchase Issues
ALDERWOODS GROUP: Four Directors Acquire 3,467 Common Shares
ANDRE TATIBOUET: Wants to Hire Pat Choi as Real Estate Broker

A.P.I. INC: Wants $14 Mil. Asbestos Insurance Settlement Approved
ATA AIRLINES: Chicago Express Wants to Sell Assets to CSC for $1MM
ATA AIRLINES: Wants to Reject Pitney Bowes Contracts
ATHLETE'S FOOT: Wants Until Aug. 8 to Decide on Remaining Leases
BEAR STEARNS: Moody's Junks $2.25 Million Class M Certificates

BI-LO LLC: S&P Rates Proposed $420 Mil. Senior Secured Loan at B
BRIDGEPOINT TECH: Unsecured Creditors Get 5% Recovery Over 3 Years
BUEHLER FOODS: Committee Taps FTI Consulting as Financial Advisors
CAPITAL AUTO: Moody's Rates $30M Class D Asset-Backed Notes at Ba2
CATHOLIC CHURCH: Tucson Representatives Object to Some Tort Claims

CHAMPION ENTERPRISES: Moody's Affirms $89MM Senior Notes B3 Rating
CHL MORTGAGE: Moody's Rates Class III-B-4 Trust at B2
COFFEYVILLE RESOURCES: S&P Rates $525 Million Debts at BB-
COMBUSTION ENG'G: Owens-Illinois Can Pursue Third-Party Claim
COMM 2001-J2: Moody's Affirms $11.96MM Class H Certificates at B1

COMMERCIAL FEDERAL: Moody's Reviews Ba2 Rating on Senior Debts
CREDIT SUISSE: S&P Puts Low-B Ratings on Six Certificate Classes
DATALOGIC INTERNATIONAL: Dismisses Kabani & Company as Accountants
D-BOX TECHNOLOGIES: Solvency is Restored, But Losses Continue
DELPHI CORP: Completes $2.8 Billion Refinancing Plan

EAGLEPICHER INC: Taps Miller Buckfire as Financial Consultant
EES COKE: Moody's Upgrades Series B Senior Secured Notes to Ba2
ENRON CORP: Inks Pact to Settle SPA Claims with Mirant for $12M
ENTERPRISE PRODUCTS: New Debt Prompts S&P's Stable Outlook
EXIDE TECH: Amends Senior Credit Facility Agreement

FEDERAL-MOGUL: Has Until October 1 to Remove State Court Actions
GE CAPITAL: Moody's Junks $20 Million Classes L & M Certificates
GEERTSON LLC: Case Summary & 2 Largest Unsecured Creditors
GENERAL MOTORS: Workers Has Until June 30 to Agree to Benefit Cuts
HEALTHSOUTH CORP: Closes $200 Million Senior Unsecured Facility

HEARTLAND TECH: Files for Chapter 11 Protection in N.D. Illinois
HEARTLAND TECHNOLOGY: Case Summary & Known Creditors
HOLLYWOOD CASINO: Wants Black Diamond's Arguments Excluded
HUFFY CORP: Steven Lipton to Replace Robert Lafferty as CFO
INTELIDATA TECH: Faces Possible Delisting from Nasdaq

J.P. MORGAN: Fitch Affirms Low-B Ratings on Six Mortgage Certs.
J.P. MORGAN: Fitch Places Low-B Ratings on 4 Mortgage Certificates
KANEB PIPE: Moody's Confirms $250 Mil. Sr. Unsec. Notes Ba1 Rating
KARLUS ARTIS: Case Summary & 20 Largest Unsecured Creditors
KEY ENERGY: Moody's Continues $425M Debt Securities Ratings Review

KMART CORP: Sears Relates HQ Relocation Cost & Benefit Estimates
LACLEDE STEEL: Administrative Claims Bar Date Is July 1
LIFEPOINT HOSPITALS: Inks $192 Million Credit Pact with Lenders
MAGNOLIA LLC: Case Summary & 11 Largest Unsecured Creditors
MASTR REPERFORMING: Moody's Rates $985,000 Class B4 Certs. at Ba2

MCI INC: Shareholders Commence Proxy Battle Against Verizon Deal
MERIDIAN AUTOMOTIVE: Court Okays $10 Mil. Advance to Foreign Units
MERIDIAN AUTOMOTIVE: Court Says Utilities Adequately Assured
MERIDIAN AUTOMOTIVE: MERI Withdraws Objections With Prejudice
METALFORMING TECH: Files for Chapter 11 Protection in Delaware

METALFORMING TECH: Case Summary & 30 Largest Unsecured Creditors
METRIS COMPANIES: Plans a $30 Million Prepayment of Senior Notes
MID-STATE RACEWAY: Jeffrey Gural & TrackPower File Chapter 11 Plan
MIRANT CORP: Court OKs $85M Wrightsville Sale to Arkansas Electric
MORGAN STANLEY: Moody's Affirms C Rating on $8.73MM Class H Certs.

NEW MEXICO: Voluntary Chapter 11 Case Summary
NORTHWEST AIRLINES: Reorganizes Marketing & Sales Functions
PACIFIC MAGTRON: Inks Interim Management Pact with Micro Tech.
PEGASUS SATELLITE: Can Assume Fox TV Executory Contracts
PHEASANT BROOK: Case Summary & 9 Largest Unsecured Creditors

PSYCHIATRIC SOLUTIONS: S&P Rates Proposed $325MM Term Loan at B+
R.F. CUNNINGHAM: Taps Holtz Rubenstein as Accountants
SALOMON BROTHERS: Fitch Junks Ratings on 3 Mortgage Certificates
SALTON INC: Fails to Make Interest Payment on $6.7M Sr. Sub. Notes
SALTON INC: S&P Assigns D Ratings After Missing Interest Payment

SAKS INC: Moody's Downgrades Senior Implied Rating From B1 to B2
SIERRAS INC: Voluntary Chapter 11 Case Summary
SINCLAIR BROADCAST: Completes Debt-for-Equity Swap
SYNAGRO TECHNOLOGIES: Prices 9-1/2% Senior Sub. Debt Tender Offer
TRICN INC: MOSAID Tech Withdraws $3.1 Million Acquisition Offer

TRI-NATIONAL DEV'T: Hires Mexico Retail as Real Estate Broker
US AIRWAYS: Wants Court to Approve America West Merger M.O.U.
W.R. GRACE: Wants to Contribute $1.3MM to Chattanooga Pension Plan
WEIGHT WATCHERS: Moody's Affirms $350 Mil. Facility's Ba1 Rating
WEIGHT WATCHERS: WW.com Acquisition Cues S&P to Affirm Ratings

WESTPOINT STEVENS: Disclosure Statement Hearing Set for July 12
WESTPOINT STEVENS: Wants to Enter Into Clemson Office Space Lease
WINN-DIXIE: Court Approves De Minimis Asset Sale Procedures
WINN-DIXIE: Court Overrules JEA's Request for Security Deposit
WYNDHAM INT'L: Moody's Affirms Junk Senior Unsecured Issuer Rating

YUKOS OIL: Seeks to Recover $3 Billion from Sibneft

* ROCG Launches New Global Consulting Firm

* BOOK REVIEW: Dynamics of Institutional Change

                          *********

ADELPHIA COMMS: Can't File Complaint Against Devon G.P. & L. Mead
-----------------------------------------------------------------
The adversary proceeding No. 04-03192 between Devon Mobile
Communications Liquidating Trust, as plaintiff, and Adelphia
Communications Corporation, as defendant, has been reassigned from
Judge Robert E. Gerber to Judge Cecelia G. Morris.

ACOM asked Judge Morris for leave to file a Third-Party Complaint
against Devon G.P. and its sole owner, Lisa-Gaye Shearing Mead,
asserting claims for contribution, indemnity and breach of
fiduciary duty.

Judge Morris denied ACOM's request, without prejudice.

ACOM asked for reconsideration, citing that its Third-Party
Complaint more than adequately alleges that Devon G.P. and Lisa-
Gaye Shearing Mead participated in or "aided and abetted" the
tortious conduct -- deepening insolvency and breach of duty to
fund operations -- with which ACOM is charged by the Devon
Trustee.  ACOM contends that, in its sweeping denial of any
contribution claim against the Third-Party Defendants, the Court
relied on a mistaken proposition of law and overlooked highly
relevant authority that compels granting the Motion for Leave.

Judge Morris denied ACOM's Motion for Reconsideration.  Judge
Morris notes that the factual allegations in the proposed third-
party complaint consist almost exclusively of a recitation of the
provisions of the Limited Partnership Agreement that empowered
Devon G.P. to carry on the business of Devon L.P.  "It is from
these provisions that the Adelphia defendants claim an inference
can be drawn that third-party defendants personally participated
in the alleged wrongdoing . . . but the Court has found that no
such inference can be drawn based upon the allegations contained
in the third-party complaint.  The Court also determined that any
wrongdoing resulted in harm to the Liquidating Trust, not to
Adelphia, and Adelphia does not argue that the Court's conclusion
in that regard is incorrect."

Judge Morris relates that she has extensively reviewed the
parties' submissions and the transcripts of the hearings in this
matter and was unable to find any reference to an aiding and
abetting cause of action.  "This new theory of liability was
certainly available to Adelphia when it filed its third-party
complaint; and Adelphia failed to plead a cause of action on that
basis."

The parties entered into a stipulation, which the Court approved,
to expedite the production of discovery material, facilitate the
prompt resolution of disputes over confidentiality, adequately
protect material entitled to be kept confidential, and ensure
that confidentiality is afforded only to material so entitled.

A pre-trial conference is scheduled to be held on May 1, 2006, at
11:00 a.m.

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)


ADVOCAT INC: Sterling Provides $5MM for Nursing Home Renovations
----------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) plans to renovate seven nursing
home facilities that it currently leases from Sterling Acquisition
Corp., a wholly owned subsidiary of Omega Healthcare Investors, a
publicly owned REIT.  Sterling will provide up to $5 million in
capital over the next 18 months to fund the renovations.

"We plan to significantly upgrade seven facilities that we lease
from Sterling," stated William R. Council, III, Chief Executive
Officer of Advocat.  "The capital improvements will focus on
updating both the interior and exterior of these facilities that
are 20-40 year old.  We identified facilities having an
opportunity to increase occupancy and believe the capital
improvements will be an important part in attracting new
residents."

As part of the agreement, Sterling will advance funds to Advocat
for capital improvements made to the facilities on or before
December 31, 2006.  The annual base rent related to these
facilities will be increased to reflect the amount of capital
improvements made to the respective facilities.

"The funding from Sterling will allow us to significantly update
these seven facilities," continued Mr. Council.  "We anticipate
our staff and existing residents will benefit from the renovations
and other upgrades.  In addition, we expect these facilities to be
more marketable after the renovations are complete, improving our
opportunities to build our occupancy rates in these select
markets."

                       About the Company

Advocat Inc. provides long-term care services to nursing home
patients and residents of assisted living facilities in nine
states, primarily in the Southeast.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2004.

The Company incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AIR CANADA: Inks Agreement with Pilots on Boeing Purchase Issues
----------------------------------------------------------------
Air Canada reached a tentative agreement with the Air Canada
Pilots Association (ACPA) on costs and other related issues
relating to the introduction of the new Boeing wide-body aircraft
in the fleet.  The agreement with ACPA is subject to ratification
by the union members.

The airline has received from Boeing an extension of the
June 10 deadline to allow sufficient time for the ratification
process to take place.  Pending pilot ratification by June 19, the
agreement is expected to be finalized allowing the aircraft order
to go forward.

The purchase agreement with Boeing includes firm orders for
18 Boeing 777s, plus purchase rights for 18 more, in a yet-to-be-
determined mix of the 777 family's newest models: the 777-300ER,
the 777-200LR Worldliner (the longest range airplane in the
world), and the newly announced 777 Freighter.  Air Canada's 777
deliveries are scheduled to begin next year with the arrival of
three 777-300ERs in 2006. The renewal plan also includes firm
orders for 14 ultra-efficient new Boeing 787 Dreamliners,
scheduled for delivery min 2010.

Air Canada filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and filed a Section
304 petition in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 03-11971).  Mr. Justice Farley
sanctioned Air Canada's CCAA restructuring plan on Aug. 23, 2004.
Sean F. Dunphy, Esq., and Ashley John Taylor, Esq., at Stikeman
Elliott LLP, in Toronto, serve as Canadian Counsel to the carrier.
Matthew A. Feldman, Esq., and Elizabeth Crispino, Esq., at Willkie
Farr & Gallagher, serve as the Debtors' U.S. Counsel.  When the
Debtors filed for protection from their creditors, they listed
C$7,816,000,000 in assets and C$9,704,000,000 in liabilities.

On September 30, 2004, Air Canada successfully completed its
restructuring process and implemented its Plan of Arrangement.
The airline exited from CCAA protection raising $1.1 billion of
new equity capital and, as of September 30, has approximately $1.9
billion of cash on hand.

As of December 31, 2004, Air Canada's shareholders' deficit
narrowed to CDN$203 million compared to a $4.155 billion deficit
at December 31, 2003.  (Air Canada Bankruptcy News, Issue No. 67;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALDERWOODS GROUP: Four Directors Acquire 3,467 Common Shares
------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, four directors of Alderwoods Group, Inc., report that
they acquired an aggregate of 3,467 shares of the Company's common
stock in May 2005:

                                            Securities
                                            Beneficially Owned
      Director            Shares Acquired   Following Transaction
      --------            ---------------   ---------------------
      Lloyd E. Campbell       1,908                11,168
      Charles M. Elson          257                27,959
      David R. Hilty            350                15,797
      Olivia F. Kirtley         952                17,359

The shares acquired by Ms. Kirtley and Mr. Elson were issued in
the form of deferred stock credited to a "participant account" in
the name of Ms. Kirtley and Mr. Elson.

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.


ANDRE TATIBOUET: Wants to Hire Pat Choi as Real Estate Broker
-------------------------------------------------------------
Andre S. Tatibouet asks the U.S. Bankruptcy Court for the District
of Hawaii for permission to employ Pat Choi Realty as his Real
Estate Broker.

The Debtor wants Pat Choi to market and sell his residence located
at 3131 Noela Street in Honolulu, Hawaii, for $18,750,000.  The
Debtor says he no longer needs the house and its prompt sale is
necessary to obtain more cash.

Patricia Choi, the principal broker, tells the Court that the Firm
will be paid a 4.5% commission of the house's selling price.

Pat Choi assures the Court that it does not represent any interest
adverse to the Debtor or his estate.

Andre S. Tatibouet owns the Coral Reef Hotel in Hawaii and 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.   Mr. Tatibouet estimates his assets and
liabilities between $10 million and $50 million.


A.P.I. INC: Wants $14 Mil. Asbestos Insurance Settlement Approved
-----------------------------------------------------------------
A.P.I. Inc. asks the U.S. Bankruptcy Court for the District of
Minnesota to approve a settlement agreement with Great American
Insurance Company and Agricultural Insurance Company.

Great American and Agricultural Insurance Parties issued insurance
policies to the Company.  In the early to mid-1980's, the Debtor
began tendering asbestos claims to a number of its insurers,
including Great American and Agricultural Insurance.  While Great
American and Agricultural Insurance have paid substantial amounts
for claims under those policies, the parties dispute the nature
and extent of Great American and Agricultural Insurance's
obligations under these policies.  This dispute has been the
subject of numerous settlement discussions and attempts at
mediation over the course of the last year and is also the subject
of pending coverage litigation in the Ramsey County District Court
(Court File No.: 62-C9-02).

The parties agree that:

   (1) Great American and Agricultural Insurance will pay
       $14 million to the Asbestos Settlement Trust to be created
       under a chapter 11 plan;

   (2) Great American and Agricultural Insurance will assign
       their rights to assert contribution claims to the Debtor;

   (3) the Debtor will surrender all rights in the insurance
       policies; and

   (4) the parties will exchange mutual releases.

Faye Knowles, Esq., at Fredrikson & Byron, P.A., in Minneapolis,
Minnesota, tells the Court that the Coverage Litigation has been
pending since 2002.  Even if the Debtor were to ultimately prevail
at trial, due to probable appeals, the Debtor would likely face
years of delay before any judgment could be collected, in the
absence of this settlement.

Headquartered in St. Paul, Minnesota, A.P.I. Inc., f/k/a A.P.I.
Construction Company -- http://www.apigroupinc.com/-- is a
wholly owned subsidiary of the API Group, Inc., and is an
industrial insulation contractor.  The Company filed for chapter
11 protection on January 5, 2005 (Bankr. D. Minn. Case No.
05-30073).  James Baillie, Esq., at Fredrikson & Byron P.A.,
represents the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed total assets of
$34,702,179 and total debts of $63,000,000.


ATA AIRLINES: Chicago Express Wants to Sell Assets to CSC for $1MM
------------------------------------------------------------------
Chicago Express Airlines, Inc., seeks the U.S. Bankruptcy Court
for the Southern District of Indiana's permission to sell certain
of its assets to CSC Investment Group, Inc., the second highest
bidder at the March 31, 2005 auction.

The proposed transaction transfers certain assets of Chicago
Express for $1.25 million, subject to the finalization of a
definitive agreement, Terry E. Hall, Esq., at Baker & Daniels,
LLP, in Indianapolis, Indiana, relates.

Chicago Express consulted the Official Committee of Unsecured
Creditors, the Air Transportation and Stabilization Board, and
Southwest Airlines, Inc., in selecting CSC Investment to replace
Okun Enterprises, Inc., as winning bidder.

Okun Enterprises had earlier withdrawn its commitment to purchase
Chicago Express.

Ms. Hall says no contracts are implicated for assumption and
assignment in the proposed sale to CSC Investment.

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)


ATA AIRLINES: Wants to Reject Pitney Bowes Contracts
----------------------------------------------------
Since 2001, ATA Airlines, Inc., leased and used certain postage
and mailing equipment owned by Pitney Bowes Credit Corporation
under:

    -- an Equipment Lease, dated August 3, 2001;

    -- an Equipment Maintenance Agreement, dated September 10,
       2001; and

    -- a Soft-Guard Agreement, dated September 10.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that ATA Airlines used the equipment at a
reservation facility in Chicago, Illinois.  However, the Chicago
Reservation has been closed, and the lease to the facility has
been rejected pursuant to the Court's March 21, 2005 Order.

Hence, ATA Airlines no longer has any need for the equipment or
the ancillary services provided under the Contracts.

Pursuant to Section 365 of the Bankruptcy Code, the Debtors seek
the U.S. Bankruptcy Court for the Southern District of Indiana's
authority to reject the Contracts.

The Debtor propose that the rejection be effective when they
notify Pitney Bowes that they are relinquishing possession of the
equipment, and identify the location of the equipment to Pitney
Bowes.

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: Wants Until Aug. 8 to Decide on Remaining Leases
----------------------------------------------------------------
Athlete's Foot, LLC, and its debtor-affiliate ask the U.S.
Bankruptcy Court for the Southern District of New York to extend,
until Aug. 8, 2005, the period within which they must assume,
assume and assign, or reject unexpired leases and executory
contracts.

The Debtors tell the Court that they are party to 12 unexpired
non-residential real property leases.

The Debtors remind the Court that the current deadline for them to
decide what to do with the leases expires on June 23, 2005.

The Debtors are in the midst of negotiating assumption and
assignments with subtenants and have begun discussions with
others.  The Debtors say that if an extension is not granted, they
will not be able to conclude the negotiations and the valuable
lease interests will be lost on June 23.

Bonnie Lynn Pollack, Esq., at Angel & Frankel, P.C., assures the
Court that the Landlords are not prejudiced by this extension.
The Debtors are current on the payment of all post-petition rent.
Ms. Pollack further tells the court that while the landlords are
not prejudiced by an extension, the Debtors' are extremely
prejudiced absent one.

Headquartered in New York, New York, Athlete's Foot Stores, LLC,
-- http://www.theathletesfoot.com/--operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
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 in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


BEAR STEARNS: Moody's Junks $2.25 Million Class M Certificates
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of two classes and affirmed the ratings of
thirteen classes of Bear Stearns Commercial Mortgage Securities
Trust 2001-TOP4, Commercial Mortgage Pass-Through Certificates,
Series 2001-TOP4 as:

   -- Class A-1, $336,992,693, Fixed, affirmed at Aaa
   -- Class A-2, $60,000,000, Floating, affirmed at Aaa
   -- Class A-3, $320,234,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $24,819,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $24,819,000, Fixed, affirmed at A2
   -- Class D, $9,025,000, Fixed, affirmed at A3
   -- Class E, $20,307,000, Fixed, affirmed at Baa2
   -- Class F, $9,025,000, Fixed, affirmed at Baa3
   -- Class G, $9,025,000, Fixed, affirmed at Ba1
   -- Class H, $9,025,000, Fixed, affirmed at Ba2
   -- Class J, $6,769,000, Fixed, affirmed at Ba3
   -- Class K, $4,513,000, Fixed, affirmed at B1
   -- Class L, $4,512,000, Fixed, downgraded to B3 from B2
   -- Class M, $2,257,000, Fixed, downgraded to Caa1 from B3

As of the May 16, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 5.8% to $850.3
million from $902.5 million at securitization.  The Certificates
are collateralized by 151 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% to 8.5% of the pool, with the top ten loans representing
34.9% of the pool.  The pool consists of five shadow rated loans,
representing 21.4% of the pool, and a conduit component,
representing 78.6% of the pool.  Three loans, representing 1.7% of
the pool, have defeased and have been replaced with U.S.
Government securities.  The pool has not experienced any losses
since securitization.

Two loans, representing less than 1.0% of the pool, are in special
servicing.  Moody's is not estimating any losses on these loans at
this time.  Twenty loans, including three of the top ten loans
(discussed below), are on the master servicer's watchlist.  The
watchlisted loans represent 23.7% of the pool.

Moody's was provided with partial or full year 2004 operating
results for 87.5% of the performing loans.  Moody's loan to value
ratio for the conduit component is 76.8%, compared to 76.4% at
securitization.  Class B has been upgraded due to stable overall
pool performance and increased credit support.  Classes L and M
have been downgraded due to LTV dispersion.  Based on Moody's
analysis, 6.0% of the pool has a LTV greater than 100.0%, compared
to 1.0% at securitization.

The largest shadow rated loan is the 1350 Avenue of the Americas
Loan ($72.6 million - 8.5%), which is secured by a 547,000 square
foot Class A office building located in the Plaza District
submarket of New York City.  The property was 99.5% occupied as of
December 2004, compared to 93.4% at securitization.  Major tenants
include:

   * Harper Collins (12.1% NRA -- lease expiration November 2020);
     and

   * Burberry (8.2% NRA - lease expirations in 2006 and 2011).

The property's performance has improved since securitization due
to higher occupancy and increased rents.  The loan sponsor is
Reckson Associates, a publicly traded REIT.  Moody's current
shadow rating is A1, compared to A2 at securitization.

The second shadow rated loan is the Morris Corporate Center IV
Loan ($40.3 million - 4.7%), which is secured by a 340,000 square
foot Class A office complex located in Parsippany, New Jersey.
The property is 100.0% leased through January 2010 to Aventis
Pharmaceuticals, Inc., a subsidiary of Aventis S.A. (Moody's
backed senior unsecured rating A1).  Aventis vacated the property
prior to securitization but has sublet approximately 80.0% of the
premises.  The loan is on the master servicer's watchlist due to
the dark tenant.  The loan sponsor is Lexington Corporate
Properties Trust, a publicly traded REIT, and the New York Common
Retirement Fund.  Moody's current shadow rating is Baa3, the same
as at securitization.

The third shadow rated loan is the 155 Federal Street and 10 High
Street Loan ($30.2 million -- 3.6%), which is secured by two
adjacent office buildings totaling 285,000 square feet located in
downtown Boston.  The loan is on the master servicer's watchlist
due to a decline in occupancy.  The property was 77.8% occupied as
of December 2004, compared to 93.0% at securitization.  Net
operating income for the first six months of 2004 annualized is
$3.6 million, compared to $5.6 million at securitization.  The
Boston office market has realized a decrease in rental levels
along with increased vacancy since securitization.  Moody's
current shadow rating is B3, compared to Baa2 at securitization.

The fourth shadow rated loan is the 7000 Marina Boulevard Loan
($21.7 million - 2.6%), which is secured by a 84,500 square foot
office building located just south of San Francisco in Brisbane
(San Mateo County), California.  The property is 100.0% occupied
by Wal-Mart.com under a lease that expires in January 2012. The
lease is guaranteed by Wal-Mart Stores, Inc. (Moody's senior
unsecured rating Aa2).  Although the property's cash flow has been
stable since securitization, the San Francisco market has
experienced significant declines in both occupancy and rental
levels.  The current market rent is estimated at $25.00 per square
foot compared to the in-place rent of $65.00.  Although there is
minimal term risk because of Wal-Mart's guarantee, there is
greater balloon risk due to the softness of the San Francisco
office market.  Moody's current shadow rating is Ba1, compared to
Baa3 at securitization.

The fifth shadow rated loan is the Tyson's Square Loan ($17.1
million - 2.0%), which is secured by a 163,000 square foot retail
power center located in Tyson's Corner, Virginia.  The property is
100.0% occupied, the same as at securitization.  Major tenants
include:

   * Marshalls (33.3% GLA - lease expiration December 2011);

   * Sports Authority (25.4% GLA - lease expiration April 2015);
     and

   * Comp USA (17.3% GLA - lease expiration November 2009).

Moody's current shadow rating is A1, compared to A2 at
securitization.

The top three conduit loans represent 9.7% of the outstanding pool
balance.  The largest conduit loan is the Bridgewater Promenade
Loan ($29.9 million - 3.5%), which is secured by a 234,000 square
foot power center located in Bridgewater (Somerset County), New
Jersey.  The property is 100.0% occupied, the same as at
securitization.  The major tenants include:

   * Bed Bath & Beyond (17.2% GLA - lease expiration
     January 2010);

   * Babies "R" Us (16.0% GLA - lease expiration January 2014);
     and

   * Marshalls (13.5% GLA - lease expiration October 2009).

Moody's LTV is 90.6%, essentially the same as at securitization.

The second largest conduit loan is the East Gate Square - Phase I
Loan ($27.5 million - 3.2%), which is secured by a 241,000 square
foot power center located in Mount Laurel, New Jersey, a suburb of
Philadelphia.  The property is 100.0% occupied, the same as at
securitization.  Major tenants include:

   * Shop Rite (25.0% GLA - lease expiration June 2019);

   * Office Max (12.7% GLA - lease expiration June 2008); and

   * Linens-N-Things (12.5% GLA - lease expiration June 2008).

Moody's LTV is 80.6%, compared to 87.7% at securitization.

The third largest conduit loan is the York Galleria Loan ($25.1
million - 3.0%), which is a 50.0% pari-passu loan secured by a
767,000 square foot regional mall located in York, Pennsylvania.
Anchors include Sears, J.C. Penney, Bon Ton and Boscov's.  Bon Ton
and Boscov's own their own parcels and respective improvements.
Although the property's performance has been stable since
securitization, the loan is on the master servicer's watchlist due
to a decline in occupancy.  The loan sponsor is CBL & Associates,
a publicly traded REIT.  Moody's LTV is 83.3%, compared to 83.7%
at securitization.

The pool's collateral is a mix of:

   * retail (42.0%),
   * office (26.5%),
   * multifamily (14.7%),
   * industrial and self storage (13.5%),
   * US Government securities (1.7%),
   * lodging (0.9%), and
   * healthcare (0.7%).

Approximately 18.3% of the pool is comprised of loans secured by
single tenant properties.  The collateral properties are located
in 28 states.  The highest state concentrations are:

   * California (23.4%),
   * New Jersey (14.4%),
   * New York (10.1%),
   * Florida (5.7%), and
   * Massachusetts (5.6%).

All of the loans are fixed rate.


BI-LO LLC: S&P Rates Proposed $420 Mil. Senior Secured Loan at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to BI-LO LLC and a 'B' bank loan rating to the
company's proposed $420 million senior secured credit facilities.
The recovery rating is '3'.  The outlook is stable.

"The rating reflects high debt leverage, weak operating
performance, and a short track record of operating as an
independent company," said Standard & Poor's credit analyst Mary
Lou Burde.

Greenville, South Carolina-based BI-LO was purchased in January
2005 from its Dutch parent, Koninklijke Ahold N.V., for $567
million in cash plus a $100 million letter of credit in support of
contingent consideration (based on proceeds from asset sales) by
Lone Star Funds, a private investment company.

Proceeds from the rated bank facilities, together with $150
million in equity from Lone Star and $93 million from a
sale/leaseback, are being used to refinance bridge financing and
provide additional liquidity.  Pro forma for the refinancing,
operating lease-adjusted debt leverage will be 5.4x (excluding
synergies).  If the company is successful in obtaining expected
cost savings, total debt to EBITDA could improve to less than 5x
at the end of 2005.

Soft consumer spending and increasing competition from both
conventional and nontraditional food retailers are pressuring
sales and operating margins across the industry.  BI-LO, which
operates the BI-LO and Bruno's supermarket chains, has been
especially vulnerable over the past two years, as its previous
parent was focused on noncore issues associated with its
accounting investigation along with supermarket operations.  The
stores also suffered from a lack of capital investment as Ahold
needed to use cash flow for debt reduction.  None of the
accounting irregularities were related to BI-LO.  BI-LO's sales
and EBITDA fell in 2004, and the operating margin was 5.7%, well
below the industry average of 7%. Including the achievement of
partial synergies in 2005, this could potentially rise to over 6%.

Although BI-LO operates in the fast-growing Southeastern U.S.,
competition is intense, and turning around negative sales trends
will be challenging.  In recent years, BI-LO has lost market share
in certain markets, though its core stores hold the first or
second position in the majority of their markets.


BRIDGEPOINT TECH: Unsecured Creditors Get 5% Recovery Over 3 Years
------------------------------------------------------------------
The Honorable Frank R. Monroe of the U.S. Bankruptcy Court for the
Western District of Texas confirmed the Amended Plan of
Reorganization filed by BridgePoint Technical Manufacturing Corp.

Judge Monroe entered a confirmation order on June 13, 2005, after
determining that the Plan satisfies the 13 standards for
confirmation stated in Section 1129(a) of the Bankruptcy Code.

                       About the Plan

The Plan provides for the full payment of administrative claims,
priority non-tax claims and priority tax claims on the Effective
Date.

Silicon Valley Bank's $1,128,506 claim will be paid in full
pursuant to the terms of its existing loan agreement with the
Debtor.

EOS' $9,231,000 claim will be exchanged for a 6% unsecured
promissory note for $600,000.

Claims of The CIT Group/Equipment Financing, Inc., Credence
Capital Corporation, VenCore Solutions, LSC, Winthrop Resources
Corp., Greater Bay Capital and Maxus Leasing Group, Inc., will
receive payments in amounts agreed upon and approved by the
Bankruptcy Court.

The Debtor intends to recharacterize its equipment lease with
General Electric Capital Corporation as a financing transaction.
Pursuant to the Plan, the Debtor will retain two pieces of water
prober equipment and will pay GECC $3,000 per month plus a 7%
interest per annum after the Effective Date.

General unsecured creditors owed $3 million in the aggregate will
recover about 5% of their claims.  Payments will be made quarterly
over a three-year period 90 days after the Effective Date of the
Plan.

Equity interests will be cancelled.

Headquartered in Austin, Texas, BridgePoint Technical
Manufacturing Corp. -- http://www.bridgept.com/-- provides
engineering, testing, packaging, and circuit board assembly
services to semiconductor and computer companies.  The Company
filed for chapter 11 protection on September 3, 2004 (Bankr. W.D.
Tex. Case No. 04-14555).  Mark Curtis Taylor, Esq., at Hohmann &
Taube, LLP, represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed estimated assets of $1 million to $10 million and estimated
debts of $10 million to $50 million.


BUEHLER FOODS: Committee Taps FTI Consulting as Financial Advisors
---------------------------------------------------------------
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 FTI
Consulting, Inc., as its financial advisors.

FTI Consulting will:

   a) assist in the review of the Debtors' current and historical
      operating performance and their short-term cash flows;

   b) assist the Committee with information and analyses pursuant
      to the Debtors' DIP financing, including preparation for
      hearings regarding the use of cash collateral and DIP
      financing;

   c) assist and advise the Committee with respect to the Debtors'
      identification of core business assets and the disposition
      of assets or liquidation of unprofitable operations;

   d) assist in the review of financial information distributed by
      the Debtors to creditors, including cash flow projections
      and budgets, cash receipts and disbursement analysis,
      analysis of various asset and liability accounts, and
      analysis of proposed transactions for which Court approval
      is required;

   e) assist in the review of the Debtors' performance of cost and
      benefit evaluations with respect to the assumption and
      rejection of executory contracts and leases, and in the
      valuation of the present level of the Debtors' operations
      and identification of areas of potential cost savings; and

   f) provide all other business and financial consulting services
      that the Committee will require in the Debtors' chapter 11
      cases.

Steven Simms, a Senior Managing Director at FTI Consulting,
discloses that the Firm will be paid a $50,000 monthly fee plus
reimbursement of other expenses incurred by FTI Consulting during
its term of engagement by the Committee.

FTI Consulting 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 and
its debtor-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 their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


CAPITAL AUTO: Moody's Rates $30M Class D Asset-Backed Notes at Ba2
------------------------------------------------------------------
Moody's Investors Service has assigned ratings of Prime-1, Aaa,
A1, Baa3 and Ba2 to the notes issued by Capital Auto Receivables
Asset Trust 2005-1 (CARAT 2005-1).

The ratings are based on:

   * the quality of the underlying auto loans and their expected
     performance;

   * the strength of the transaction's structure;

   * the enhancement provided by subordination ranging from 6.50%
     to 1.00%, overcollateralization of 1.00% (as a percentage of
     the initial discounted pool balance), a fully funded non-
     declining 0.50% reserve account and available excess spread;
     and

   * the experience of General Motors Acceptance Corporation as
     servicer.

The complete rating action is:

Issuer: Capital Auto Receivables Asset Trust 2005-1

   * $550,000,000 LIBOR + 0.01% Class A-1 asset-backed notes,
     rated Prime-1

   * $450,000,000 LIBOR + 0.04% Class A-2a asset-backed notes,
     rated Aaa

   * $250,000,000 3.73% Class A-2b asset-backed notes, rated Aaa

   * $600,000,000 LIBOR + 0.06% Class A-3 asset-backed notes,
     rated Aaa

   * $760,000,000 4.05% Class A-4 asset-backed notes, rated Aaa

   * $229,825,000 LIBOR + 0.10% Class A-5 asset-backed notes,
     rated Aaa

   * $122,803,000 LIBOR + 0.375% Class B asset-backed notes,
     rated A1

   * $46,051,000 4.73% Class C asset-backed notes, rated Baa3

   * $30,701,000 6.50% Class D asset-backed notes, rated Ba2

This is GMAC's first public retail deal of the year.  Like the
company's 2004-2 securitization, this transaction marks a distinct
departure from most recent CARAT transactions, in which the pools
were comprised exclusively of low-interest subvened loans made
with respect to new vehicles.  The pool securing the 2005-1 notes
was instead (as was the case in 2004-2) randomly selected from
GMAC's portfolio according to much broader criteria.

The result is that the 2005-1 pool is comprised, by principal
balance, of loans made with respect to:

   * new vehicles (80.0%);

   * used vehicles (20.0%);

   * subvened receivables (72.8%);

   * nonsubvened receivables (27.2%) (all percentages unchanged
     from the initial 2004-2 pool);

   * contracts with original terms less then or equal to 60 months
     (74.4%, down from 82.9% in 2004-2); and

   * contracts with original terms greater than 60 months (25.6%,
     up from 17.1% in 2004-2).

As a result of the inclusion of a broader array of receivable
types in the 2005-1 pool, Moody's loss expectation is higher than
it has been in the all new/all subvened CARAT transactions, as
some of the receivable types experience higher losses.  The modest
negative of the inclusion of more longer-term contracts in the
2005-1 pool is offset by the lack of a revolving period, which was
a key structural feature of the 2004-2 transaction.

Five classes of notes bear floating rates of interest while the
underlying auto loans bear a fixed rate.  To mitigate interest
rate risk, the trust has executed interest rate swaps with
Aa2/Prime-1-rated HSBC Bank USA.  The swap obligations of HSBC are
also supported by back-up commitments of GMAC.  Under each of the
swaps, the trust will pay a fixed rate to HSBC and in return will
receive an amount equal to LIBOR plus the relevant margin.

GMAC, the servicer, is a wholly owned subsidiary of General Motors
Corporation.  GMAC's long-term senior unsecured debt is rated Baa2
and its commercial paper is rated Prime-2.  Moody's outlook for
the company is negative.  The principal business of GMAC is
financing the acquisition and sale of GM and other manufacturers'
products by its franchised GM dealers.


CATHOLIC CHURCH: Tucson Representatives Object to Some Tort Claims
------------------------------------------------------------------
A. Bates Butler III, the Unknown Claims Representative, and
Charles L. Arnold, the Guardian Ad Litem, complain that Claim
No. 25 is not on the tort victim form, and more information is
needed.  The Representatives ask the U.S. Bankruptcy Court for the
District of Arizona to direct the Claimant to complete the tort
victim claim before an objection is required.

Claim No. 237 describes an abuse, but fails to provide any dates.
Messrs. Butler and Arnold contend that the claim may be barred by
the statute of limitations.  Accordingly, the Representatives ask
the Court to order the Claimant to provide dates and additional
information.  Upon receiving the additional information, the
Representatives will determine if there are grounds for an
objection.

The Representatives tell the Court that Claim Nos. 92, 216, 218,
247, 250 and 251, on their faces, are barred by the statute of
limitations.  There is no information to suggest the statute was
tolled for any reason.

Claim No. 92 alleges an abuse that occurred in 1965 to 1977 when
the victim was 32 years old.  Claim No. 216 describes an abuse
that occurred in 1977 or 1978 when the victim was 20 to 21 years
old.  Claim No. 218 alleges an abuse that occurred in 1979 to
1982 when the victim was 17 to 20 years old.

Claim No. 247 describes an abuse that occurred in 1984 to 1987
when the victim was 31 to 34 years old.  Claim No. 250 alleges an
abuse that occurred in 1969 to 1972 when the victim was 10 to 13
years old.  Claim No. 251 describes an abuse that occurred in
1974 to 1975 when the victim was 16 years old.

The Representatives object to the six Claims.  They also reserve
the right to file further objections if it is determined that the
Claims are not barred by the statute of limitations.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHAMPION ENTERPRISES: Moody's Affirms $89MM Senior Notes B3 Rating
------------------------------------------------------------------
Moody's Investors Services affirmed the ratings of Champion
Enterprises, Inc. and changed the outlook to stable from negative
to reflect the company's reduced debt balances, improvement in
cash flows and margins, and recent sales growth.  The speculative
grade liquidity rating of SGL-2 has also been affirmed and
indicates expected good liquidity for the coming 12 month period.

Moody's affirmed these ratings for:

   Champion Enterprises, Inc.:

      * $89 million 7.625% senior notes, due 2009, rated B3;

      * Senior unsecured issuer rating, rated B3;

      * $400 million multiple seniority shelf registration, rated
        P(B3)/(P)Caa1/(P)Caa2;

      * Senior Implied, rated B1;

      * Speculative Grade Liquidity Rating, rated SGL-2.

   Champion Home Builders Co.:

      * $98 million 11.25% senior notes, due 2007, rated B2.

Moody's changed Champion's ratings outlook to stable from
negative.

The change in outlook reflects company's decrease in leverage,
improvement in free cash flows, and higher operating margins.  The
company's total debt decreased to $202 million for the first
quarter of 2005 from $259 million the end of 2003.  With total
debt to capitalization for the same period decreasing to 66% from
92%.  Champion's manufacturing margins rose to 4.7% of sales, the
highest level since 1999 as the company is benefiting from an
increase in net sales due to a higher average selling price.  In
the first quarter of 2005, manufacturing and retail net sales
increased 14% and 29%, respectively, on a year over year basis.
To accommodate the increase in demand, Champion is expanding its
plant capacity in Arizona and Florida.  However, the expansions
will not have a significant effect on company's capital
expenditures as capital expenditures for 2006 are only projected
to increase to $15 million from $13 million in 2005.

Moody's notes that the improvement in the company's performance
has not yet been sufficient to warrant a positive outlook.  The
improvement in the company's margins was supported largely by
price increases and product mix.  For the first quarter of 2005,
the company's retail operations sold 150 new and 72 used homes.
This compares with 129 new and 89 used in the same period last
year.  Champion sold a total of 4,490 homes in the first quarter
vs. 5,005 for the first quarter of 2004.  The ratings outlook
could become positive if recent price increases are sustained and
volume levels are at least maintained.  Additionally, Moody's
would like to see an improvement in some of the weaker markets
(primarily the Midwest) and free cash flow to total debt improves
to over 10% from the low single digits.  The ratings could improve
if sales continue to strengthen, and sales volumes improve from
current levels without reduction in margins.

Moody's also has affirmed Champion's SGL-2 rating.  The rating
reflects the company's good liquidity supported by improvement in
cash flow generation.  On April 2, 2005, company's cash balance
was $142 million and there were no near term debt maturities.
Moody's believes that the company's high cash balance offsets the
company's low revolver availability, and provides adequate support
for its seasonal working capital swings.  Moody's notes that
company has poor alternative liquidity options as its assets are
pledged to the senior credit facility.  The company recently
announced that it was in the process of selling its retail unit.
The sale of its retail operations is expected to reduce the
company's working capital requirements.  Champion will keep its
Advantage Homes retail operations that are based in California.
However, the sale of its other retail units may have unanticipated
consequences on the company's distribution network.

Champion has a $75 million revolving credit facility with Wachovia
Capital Finance Corporation that expires in 2006.  The credit
facility's availability is determined by the company's borrowing
base, which was recently $62 million.  However, because Champion
had $61 million in letters of credit outstanding, the unused
availability on its revolver is very low.  Access to the revolver
is not limited by covenant restrictions as they only take effect
when the cash falls below $35 million.

Champion's SGL ratings consider:

   * the high seasonality in working capital;
   * low revolver availability; and
   * lack of alternative liquidity sources.

Due to the uncertainty in general economic conditions, Moody's has
a cautionary view on the company's ability to pass on higher raw
material costs and notes that higher inventory would affect
Champion's working capital usage.

Headquartered in Auburn Hills, MI, Champion Enterprises, Inc. is
the manufactured housing industry's leading producer, with 2004
revenues of $1,150 million.


CHL MORTGAGE: Moody's Rates Class III-B-4 Trust at B2
-----------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued in the CHL Mortgage Pass-Through Trust
2005-11 securitization of prime-quality hybrids, adjustable rate
and negative amortization loans secured by first liens on one- to
four-family residential properties.  In addition, ratings ranging
from Aa2 to B2 were assigned to various subordinate classes in the
transaction.

According to Moody's analyst Amita Shrivastava, the ratings of the
certificates are based on:

   * the quality of the underlying mortgage;

   * the credit support provided through subordination;

   * the legal structure of the transaction;

   * as well as Countrywide's capability as a servicer of mortgage
     loans.

The underlying collateral consists of 30-year adjustable rate
loans, hybrids and negative amortization mortgage loans.  The
loans in groups 1 and 2 are hybrid mortgage loans, group 5 loans
are adjustable rate loans with no fixed period and loans in groups
3, 4 and 6 are negative amortization loans.  Credit quality of
loans in groups 1 and 2 and groups 3 and 4 are similar to the
quality of loans in Countrywide's other recent securitizations of
hybrids and negative amortization loans.  Groups 5 and 6 are
unusual in that the loans in these two loan groups have principal
balances greater than $1.0 million.  Loan groups 1 and 2 are
together referred to as aggregate group I, groups 3 and 4 as
aggregate group II and loan groups 5 and 6 as aggregate group III.
Moody's expects collateral losses in group I to range from 0.60%
to 0.70%, in group II to range from 1.10% to 1.20% and in group
III to range from 1.25% to 1.35%.

Countrywide Home Loans Servicing LP will be the master servicer of
the mortgage loans.  Countrywide is considered to be a highly
capable servicer of prime quality mortgage loans.

The complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust 2005-11

Depositor: CWMBS, Inc.

Master Servicer: Countrywide Home Loans Servicing LP

   * Class 1-A-1, Aaa
   * Class 1-A-2, Aaa
   * Class 1-X, Aaa
   * Class 2-A-1, Aaa
   * Class 3-A-1, Aaa
   * Class 3-A-2, Aaa
   * Class 3-A-3, Aaa
   * Class 3-X, Aaa
   * Class 4-A-1, Aaa
   * Class 4-A-2, Aaa
   * Class 4-X, Aaa
   * Class 5-A-1, Aaa
   * Class 5-A-2, Aaa
   * Class 5-X, Aaa
   * Class 6-A-1, Aaa
   * Class 6-A-2, Aaa
   * Class 6-X, Aaa
   * Class A-R, Aaa
   * Class I-M-1, Aa2
   * Class I-B-1, A2
   * Class I-B-2, Baa2
   * Class II-M-1, Aa2
   * Class II-B-1, A2
   * Class II-B-2, Baa2
   * Class III-M-1, Aa2
   * Class III-B-1, A2
   * Class III-B-2, Baa2
   * Class III-B-3, Ba2
   * Class III-B-4, B2


COFFEYVILLE RESOURCES: S&P Rates $525 Million Debts at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Coffeyville Resources LLC.  At the same time,
Standard & Poor's assigned its preliminary 'BB-' rating to
Coffeyville's $275 million first lien senior secured loans
(including the $50 million delayed draw loan), $100 million
revolving credit facility, and $150 million letter of credit
facility.

Standard & Poor's also assigned its '1' recovery rating to the
credit facilities that hold a first lien position.  The '1'
recovery rating indicates the high expectation for the full
recovery of principal in the event of payment default.

Furthermore, Standard & Poor's assigned its preliminary 'B' rating
and '3' recovery rating to Coffeyville's $275 million senior
secured second lien term loan, indicating the expectation for
meaningful (50%-80%) recovery of principal in the event of payment
default.

The outlook is stable.  The ratings are subject to final
documentation.

"The stable outlook on Coffeyville reflects the ability of the
assets to sustain uncertain pricing scenarios given the hedge that
is in place for the first four years," said Standard & Poor's
credit analyst Arleen Spangler.

The hedge allows Coffeyville to prepay a significant amount of the
first lien debt during its term.

Because of the tight supply/demand situation and the continued
high price of crude oil, crack spreads should remain strong for
the foreseeable future.

Coffeyville is a midsize 100,000 barrel per day independent
refiner located in Coffeyville, Kan. In addition to the refinery,
Coffeyville also has an adjacent nitrogen fertilizer plant.


COMBUSTION ENG'G: Owens-Illinois Can Pursue Third-Party Claim
-------------------------------------------------------------
Owens-Illinois sought and obtained from the U.S. Bankruptcy Court
for the District of Delaware relief of the automatic stay imposed
by 11 U.S.C. Section 362(a) to allow it to assert a third-party
claim against Combustion Engineering, Inc.

On June 16, 2004, Arletta Pippen, as executrix of the Verna Watts
estate and Charles Watts, Jr., as executor of the estate of
Charles Watts, Sr., filed a suit against the Debtor and Owens-
Illinois in the Superior Court of the State of Delaware [Case No.
02C-03-220].  The suit alleges injury caused by asbestos exposure.

Owens-Illinois denied the charges while Combustion Engineering
settled with the plaintiffs.

Section 6304 of Title 10 of the Delaware Code states that once a
plaintiff settles with a defendant, the remaining defendants are
entitled to a reduction of any claim by the amount of
consideration paid.

Owens-Illinois seeks to add the Debtor to its case solely for the
purpose of apportioning fault and reducing judgment for potential
damages.

                     The Chapter 11 Filing

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

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

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

               Combustion Engineering's History

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

                    Bankruptcy Professionals

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

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

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

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


COMM 2001-J2: Moody's Affirms $11.96MM Class H Certificates at B1
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of sixteen classes
of COMM 2001-J2, Commercial Mortgage Pass-Through Certificates as:

   -- Class A-1, $252,750,512, Fixed, affirmed at Aaa
   -- Class A-1F, $25,853,854, Floating, affirmed at Aaa
   -- Class A-2, $405,000,000, Fixed, affirmed at Aaa
   -- Class A-2F, $420,000,000, Floating, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class XC, Notional, affirmed at Aaa
   -- Class XP, Notional, affirmed at Aaa
   -- Class B, $91,840,000, Fixed, affirmed at Aa2
   -- Class C, $115,910,000, Fixed, affirmed at Baa1
   -- Class D, $31,636,000, Other Non-Fixed, affirmed at Baa2
   -- Class E, $27,369,000, Other Non-Fixed, affirmed at Baa3
   -- Class E-CS, $10,000,000, Fixed, affirmed at Baa3
   -- Class E-IO, Notional, affirmed at Baa3
   -- Class F, $13,550,000, Other Non-Fixed, affirmed at Ba1
   -- Class G, $33,201,000, Other Non-Fixed, affirmed at Ba3
   -- Class H, $11,969,332, Fixed, affirmed at B1

The Certificates are collateralized by eleven fixed-rate mortgage
loans secured by 14 properties.  As of the May 16, 2005
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 4.4% to $1.45 million from $1.51
million at closing as a result of scheduled loan amortization.

Pool performance has been mixed with three loans, representing
29.1% of the pool, exhibiting performance worse than anticipated
and the balance of the pool exhibiting performance in-line with or
exceeding expectations.  Moody's is therefore affirming all of the
above Classes.

The Citigroup Center Loan ($326.6 million - 22.6%) is secured by
Citigroup Center, a 1.6 million square foot Class A office
building located in New York City.  The building is currently
94.2% leased, compared to 99.9% at securitization.  The largest
tenant is Citibank N.A. (Moody's senior unsecured rating Aa1;
stable outlook), which leases approximately 34.0% of the building.
The borrower is an affiliate of Boston Properties, Inc.  Moody's
considers in-place rent to be in-line with current market rates.
This fixed rate loan matures in May 2011.  The loan amortizes on a
30-year schedule and has amortized by approximately 4.7% since
securitization.  There is a junior participation interest in an
approximate amount of $172.2 million held outside the trust.
Moody's loan to value ratio is 52.7%, compared to 57.2% at Moody's
last full review in November 2002 and compared to 58.0% at
securitization.  Moody's current shadow rating is A1, compared to
A3 at last review and at securitization.

The AT&T Building Loan ($215.8 million -- 15.0%) is secured by a
Class B office and telecommunications building located at 32
Avenue of the Americas in lower Manhattan.  The building was
approximately 79.2% occupied as of February 2005, compared to
83.6% at securitization.  Prior to June 2003 the loan was in
special servicing for a loan modification.  Principal payments
were deferred through March 2006 at which time the loan commences
amortizing on a 25-year schedule.  Property vacancy increased due
to the bankruptcy and subsequent lease rejection of Global
Crossing Holdings, Ltd. (9.4% of NRA).  Existing tenants include:

   * AT&T Corp. (31.8% of NRA -- lease expiration July 2010;
     Moody's senior unsecured rating Ba1; on review for possible
     upgrade);

   * Qwest Communications International, Inc. (14.6% of NRA -
     lease expiration August 2020); and

   * MCI Communications Corporation (9.2% of NRA - lease
     expiration September 2015).

Increases in vacancy and operating costs have resulted in
decreased cash flow since securitization.  The borrower is an
affiliate of Rudin Family Holdings, one of New York City's largest
private real estate organizations.  This fixed rate loan matures
in August 2011.  The loan has amortized by approximately 3.5%
since securitization.  Moody's LTV is in excess of 100.0%,
compared to 78.8% at securitization.  The loan was shadow rated
Baa2 at securitization.

The Willowbrook Mall Loan ($167.9 million - 11.6%) is secured by
approximately 496,600 square feet of mall shop space in
Willowbrook Mall, a 1.5 million square foot super-regional mall
located in Wayne, New Jersey.  Willowbrook Mall, considered one of
the top malls in the region, is anchored by:

   * Macy's and Bloomingdale's (parent Federated Department
     Stores, Inc. - Moody's senior unsecured rating Baa1; on
     review for possible downgrade);

   * Lord & Taylor (parent The May Department Stores Company -
     Moody's senior unsecured rating Baa2; on review for possible
     downgrade);and

   * Sears (Moody's senior unsecured shelf (P)Ba1; stable
     outlook).

The borrower is an affiliate of General Growth Properties, Inc.
(Moody's senior unsecured rating (P)Ba2; stable outlook).  This
fixed rate loan matures in July 2011 and amortizes on a 30-year
schedule.  The loan has amortized by approximately 3.8% since
securitization.  Moody's LTV is 64.6%, compared to 69.5% at last
review and compared to 68.5% at securitization.  Moody's current
shadow rating is Baa1, compared to Baa2 at last review and at
securitization.

The Wyndham Anatole Hotel Loan ($144.5 million -- 10.0%) is
secured by a 1,614-room convention hotel located in the Market
Center area of Dallas, Texas.  The hotel features more than
333,000 square feet of meeting/function space.  Hotel occupancy
averaged 57.3% for calendar year 2004, compared to 67.3% at
securitization.  RevPAR and the ADR for the same period were
$71.67 and $125.06 respectively, compared to $90.07 and $133.90 at
securitization.  The property manager is Wyndham Management
Corporation.  This fixed rate loan matures in August 2011 and
amortizes on the basis of a 25-year schedule.  The loan has
amortized by approximately 5.9% since securitization.  There is
additional debt in the form of a mezzanine loan in the original
amount of $23.5 million.  Moody's LTV is 65.9%, compared to 63.8%
at last review and compared to 66.3% at securitization.  Moody's
current shadow rating is Baa2, compared to Baa1 at last review and
compared to Baa2 at securitization.

The Guardian Life Building Loan ($128.3 million - 8.9%) is secured
by three parcels known as:

   1) Seven Hanover Square (the "Guardian Life Tower Property");

   2) 46 Water Street; and

   3) 78 Pearl Street, all located in the financial district of
      New York City.

As of December 2004 the properties were 98.0% leased, compared to
100.0% at securitization.  The largest tenant, occupying
approximately 88.0% of total area, is The Guardian Life Insurance
Company of America (Moody's insurance financial strength rating
A2).  Guardian Life contributes approximately 93.1% of total base
rental revenue with leases expiring in September 2019.  The
Guardian Life Tower Property serves as Guardian Life's
headquarters.

The loan sponsor is the Milstein family, a major property owner in
New York City.  This fixed rate loan has an Anticipated Repayment
Date in June 2011.  The loan amortizes on the basis of a 30-year
schedule.  The loan has amortized by approximately 3.8% since
securitization.  Moody's LTV is 77.9%, compared to 71.8% at last
review and compared to 70.6% at securitization.  Market rent in
the South Ferry Financial District has fallen approximately 27.0%
since securitization.

According to Torto Wheaton, rents fell from $41.48 PSF in 2002 to
$30.41 PSF in the first quarter of 2005.  Market vacancy has
increased slightly from 11.2% to 12.4% during the same period.
Moody's current shadow rating is Baa2, compared to A3 at last
review and at securitization.


COMMERCIAL FEDERAL: Moody's Reviews Ba2 Rating on Senior Debts
--------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of BancWest
Corporation (subordinate debt at A3) and the ratings of its
subsidiaries including Bank of the West and First Hawaiian, both
of which are rated Aa3 for deposits.  In a related action, Moody's
placed the ratings of Commercial Federal Bank on review for
possible upgrade.  The bank is rated Ba1 for long-term deposits.
Moody's actions follow the announcement that BancWest, a wholly-
owned subsidiary of BNP Paribas, signed a definitive agreement to
acquire Commercial Federal in a cash transaction valued at $1.36
billion.

The affirmation of BancWest's ratings was based on Moody's view
that the Commercial Federal acquisition will improve BancWest's
market share in a select number of states such as Colorado,
Nebraska, and Iowa.  The acquisition will also add Missouri,
Oklahoma, and Kansas to BancWest's footprint.  Moody's said that
overall the acquisition improves BancWest's geographic
diversification.

The rating agency added that BancWest's leverage will increase
because of this acquisition.  BancWest's high leverage is offset,
in Moody's view, because the entity remains a strategic asset for
BNP Paribas.  Furthermore, the predictability of equity support
from BNP Paribas to BancWest is underpinned by the role of US
regulators.  Moody's also added that double leverage at the
holding company is high, which is incorporated in the rating of
the holding company.  The subordinated debt at the holding company
is rated three notches lower than the senior obligations at its
bank subsidiaries as opposed to the more common practice of a two
notch distinction.

Regarding Commercial Federal, the review will focus on the
likelihood that the deal will be completed.  If completed,
obligations of Commercial Federal Bank will be assumed by Bank of
the West.

These are the ratings under review:

Commercial Federal Bank:

   * Ba1 for long-term deposits;

   * Ba2 for other senior obligations;

   * Not Prime for short-term deposits and other short-term
     obligations; and

   * D+ for bank financial strength rating.

BancWest's headquarters are in Honolulu, Hawaii and San Francisco,
California and its consolidated assets are $51.4 billion.
Commercial Federal Corporation is headquartered in Omaha, Nebraska
and has consolidated assets of $10.4 billion.


CREDIT SUISSE: S&P Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$1.645 billion commercial mortgage pass-through certificates
series 2005-C3.

The preliminary ratings are based on information as of June 15,
2005.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1, A-2, A-3, A-
AB, A-4, A-1-A, A-MFL, A-MFX, A-J, B, C, and D are currently being
offered publicly. Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.97x, a beginning LTV of 93.9%, and an ending LTV of
83.5%.

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

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


                     PRELIMINARY RATINGS ASSIGNED
         Credit Suisse First Boston Mortgage Securities Corp.

           Class     Rating            Preliminary amount
           -----     ------             ------------------
           A-1       AAA                       $53,490,000
           A-2       AAA                      $176,827,000
           A-3       AAA                       $79,614,000
           A-AB      AAA                       $62,204,000
           A-4       AAA                      $376,932,000
           A-1-A     AAA                      $402,724,000
           A-MFL     AAA                       $82,271,000
           A-MFX     AAA                       $82,271,000
           A-J       AAA                      $135,747,000
           B         AA                        $34,965,000
           C         A+                        $16,454,000
           D         A                         $14,397,000
           E         A-                        $16,454,000
           F         BBB+                      $20,568,000
           G         BBB                       $16,454,000
           H         BBB-                      $18,511,000
           J         BB+                        $6,170,000
           K         BB                         $8,228,000
           L         BB-                        $6,170,000
           M         B+                         $4,113,000
           N         B                          $4,114,000
           O         B-                         $6,170,000
           P         N.R.                      $20,568,433
           A X*      AAA                    $1,645,416,433
           A SP*     AAA                               TBD
           A Y*      AAA                      $184,259,564
           RCS IO*   N.R.                      $41,032,293

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


DATALOGIC INTERNATIONAL: Dismisses Kabani & Company as Accountants
------------------------------------------------------------------
DataLogic International, Inc., (OTC Bulletin Board: DLGI; Berlin,
Frankfurt Stock Exchange: 779612) dismissed Kabani & Company,
Inc., as the Company's independent accountants, effective June 8,
2005.  Kabani reported on the Company's financial statements for
the years ended December 31, 2004 and 2003.  Their opinion did not
contain an adverse opinion or a disclaimer of opinion, and was not
qualified as to uncertainty, audit scope, or accounting principles
but was modified as to a going concern.

During the Company's most recent full fiscal years ended Dec. 31,
2004 and 2003, there were no disagreements with Kabani on any
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Kabani, would have caused
them to make reference to the subject matter of such disagreements
in connection with their reports; and there were no reportable
events, as listed in Item 304 (a)(1)(v) of Regulation S-K.

The Company has engaged Corbin & Company, LLP, to act as its
independent auditors, effective June 9, 2005.

"We thank Kabani and Company for their services in recent years
and also look forward to working with Corbin & Company," commented
DataLogic International's Chairman and CEO, Keith C. Moore.

                     Going Concern Doubt

Kabani expressed substantial doubt about DataLogic's ability to
continue as a going concern after it audited the Company's
financial statements for the year ended Dec. 31, 2004.  The
auditors point to the Company's $1,403,837 net loss in 2004, and
$911,582 in 2003, and a $3,328,978 accumulated deficit and
$168,515 stockholders' deficit at Dec. 31, 2004.

At March 31, 2005, DataLogic International's balance sheet showed
total liabilities exceeding total assets by $237,779.

               About DataLogic International, Inc.

DataLogic International, Inc. -- http://www.dlgi.com/-- is a
technology and professional services company providing a wide
range of consulting services and communication solutions such as
VoIP, GPS based mobile asset tracking, and secured mobile
communications. The company also provides Information Technology
outsourcing and private label communication solutions. DataLogic's
customers include U.S. and international governmental agencies as
well as a variety of international commercial organizations.


D-BOX TECHNOLOGIES: Solvency is Restored, But Losses Continue
-------------------------------------------------------------
D-BOX Technologies Inc. (TSX Venture Exchange: DBO.A) made
tremendous progress during the fiscal year ended March 31, 2005.

                              Quest

In January 2005, D-Box launched its Quest product, a "plug and
play" (easy to install) armchair with a built-in motion simulation
system at an affordable price (approximately US$5,000).  "The
launch of this new product represents a considerable advance for
D-Box: on the one hand, its lower price makes it accessible to
more people; on the other hand, its ease of installation pleases
consumers and retailers alike.  The launch of Quest expanded our
distribution network, which increased from 60 to 100 points of
sale in the United States last year.

Specifically, the company has added to our customer list the
boutique-concept Tweeter Entertainment Architects of Las Vegas, a
member of the Tweeter Home Entertainment Group, one of the leading
retail chains specialized in the sale of upscale home theatre
products," stated Michel Jacques, President and Chief Executive
Officer of D-Box.

                      Industry Recognition

In a matter of months, Quest has won the praise of the
entertainment industry:

   -- the Innovation 2005 Award at the Consumer Electronic Show in
      Las Vegas;

   -- one of the 50 most promising products, according to
      TechLiving magazine;

   -- one of the 39 most promising products, according to Popular
      Science magazine;

   -- selected for sale by the Tweeter Home Entertainment chain
      (160 stores);

   -- in June 2005, Audio Video Revolution magazine published a
      highly favourable benchmark test review of the Quest
      armchair (http://www.avrev.com/equip/dbox/index.html)

D-Box's hundred-odd retailers and 13 distributors on the
international scene are supervised by the team run by Robert de
Bellefeuille, who was appointed Vice-President, Sales and
Marketing in September 2004.  A former director of D-Box, he
brings to the Company some 30 years of experience in the sale and
distribution of home audio and home theatre equipment.

                     2005 Operating Results

For the fiscal year ended March 31, 2005, revenues totalled
$3,111,967, up 37% over $2,270,364 the previous year. Excluding
the revenues of $98,907 and $303,957 respectively generated in
2005 and 2004 by the sale of audio equipment, sales of motion
simulators rose 53% from $1,966,413 in 2004 to $3,013,060 in 2005.
This performance is noteworthy since Quest, launched in the fourth
quarter, will contribute to D-Box's sales growth only as of the
summer of 2005.

Gross profit amounted to $1,335,241 (43% of sales) in 2005,
compared with $857,076 (38% of sales) the previous year. The gross
profit margin as a percentage increased thanks to the
technological and manufacturing advances made during the year.

Selling and marketing expenses totalled $1,587,816 (51% of sales),
compared with $681,740 (30% of sales) last year.  Administrative
expenses stood at $1,154,268, compared with $583,999 the previous
year.  "Our advertising, promotion, exhibit, entertainment and
administrative expenses increased considerably in order to
accelerate our sales growth and to strengthen our administrative
structure.  The many initiatives undertaken in 2005 should have
their full impact on our future results," added Mr. Jacques.

Research and development expenses stood at $560,333, compared with
$365,784 last year.  In 2005, R&D efforts were focused primarily
on perfecting the Quest motion simulator and developing a
controller to offer motion codes online.  In fact, since June
2005, customers can get motion codes via the Internet shortly
after movies become available for sale or rent.

For the year ended March 31, 2005, the Company incurred a net loss
of $2,357,248 ($0.0732 per share), compared with a net loss of
$1,088,843 ($0.0458 per share) the previous year.

                Fourth Quarter Operating Results

For the quarter ended March 31, 2005, revenues totalled $913,036,
up 52% over $598,139 for the same quarter the previous year. Gross
profit amounted to $328,818, compared with $222,286 for the same
quarter last year.  The gross margin was 36%, versus 37% last
year.

Selling and marketing expenses stood at $649,113 (71% of sales),
compared with $218,033 (36% of sales) for the fourth quarter of
the previous year.  Certain expenses, particularly connected with
advertising and promotion, exhibits (five trade shows in 2005
versus three in 2004), and entertainment, increased significantly
in order to improve the Company's product profile on the U.S.
market.  A large proportion of these expenses were accounted for
in the last quarter of fiscal 2005.

Administrative expenses were $361,495, compared with $222,683 for
the fourth quarter of the previous year. This increase was
required mainly to set up the administrative structure needed to
promote the Company's effective management and growth.

All in all, given the abnormally high selling, marketing, and
administrative expenses, the net loss amounted to $866,531 or
$0.0254 per share in the fourth quarter ended March 31, 2005,
compared with $350,928 or $0.0140 per share for the same quarter
the previous year.

                Liquidity and Financial Position

Total assets amounted to $3,945,907 as at March 31, 2005, compared
with $2,144,220 as at March 31, 2004.  This increase is mainly
attributable to the higher cash and cash equivalents, accounts
receivable, inventories and prepaid expenses arising from the
Company's more solid financial position and sales growth.
Consequently, working capital rose to $2,329,593 at the end of
fiscal 2005, up from $927,491 a year earlier.

D-Box issued shares and warrants for total gross proceeds of
$3,783,438 during fiscal 2005.  At the date of this press release,
the Company has sufficient cash to meet its working capital
obligations and carry on its business for the next 12 months.  As
it is currently operating at a deficit, the Company could require
the contribution of additional capital to continue developing and
marketing its technology.  Its future capital needs will thus come
from its cash and from the issuance of shares or the sale of
debentures and equity securities.

        Financial Highlights (in thousands, except per-share amounts)

                                      Fiscal Years Ended   Quarters Ended
                                           March 31,           March 31,
                                    2005        2004        2005        2004
                                    ----        ----        ----        ----
    Revenues                   $   3,112   $   2,270     $   913     $   598
    Gross profit               $   1,335   $     857     $   328     $   222
    Gross profit margin              43%         38%         36%         37%
    Selling and marketing
     expenses                  $   1,588   $     682     $   649     $   218
    Administrative expenses    $   1,154   $     584     $   361     $   223
    Financial expenses         $     390   $     314     $    96     $    55
    R&D expenses               $     560   $     366     $    89     $    77
    Net loss                   $   2,357   $   1,089     $   867     $   351
    Net loss per share         $    0.07   $    0.05     $  0.03     $  0.01
    Weighted average number
     of shares outstanding    32,224,666  23,755,868  35,337,676  25,498,588

                                                           As at       As at
                                                        March 31,   March
31,
                                                            2005        2004
                                                        --------    --------

    Cash and cash equivalents
     plus short-term investments                         $ 1,654     $   518
    Total assets                                         $ 3,946     $ 2,144
    Long-term debt                                       $ 1,644     $ 1,516
    Shareholders' equity                                 $ 1,078     $
(276)

                             Outlook

Today, D-Box has more advanced and affordable products as well as
an expanded distribution network.  With the solid foundation built
over the years, management is currently focusing on concluding
partnership agreements with movie production houses as well as
furniture and audiovisual equipment manufacturers.  "If our
discussions are successful, we should considerably enhance our
products' visibility and appeal, which would definitely accelerate
our sales growth," concluded Mr. McMaster, Executive Vice-
President and Chief Financial Officer.

D-Box Technologies Inc. designs, manufactures and markets a motion
simulation technology targeted mainly to the home theatre and
video game markets.  Its products, marketed under the Odyssee(TM)
and Quest brand names, provide perfectly synchronized motion with
image and sound.  Headquartered in Quebec, Canada, D-Box sells its
products mainly in North America.  The Company's shares are listed
on the TSX Venture Exchange under the trading symbol DBO.A.
"D-BOX" (R) is a registered trademark. "Odyssee" is a trademark of
"D-BOX Technology Inc".

As of March 31, 2005, D-Box's shareholders' equity grew to
$1,078,000 compared to an $46,424 equity deficit at Dec. 31, 2004.


DELPHI CORP: Completes $2.8 Billion Refinancing Plan
----------------------------------------------------
Delphi Corp. (NYSE: DPH) completed its $2.8 billion refinancing
plan, which comprised of a $1.8 billion secured revolving credit
facility and a $1.0 billion secured term loan.  Delphi believes
the completion of this refinancing plan provides the company with
access to sufficient liquidity to continue to address its U.S.
legacy cost issues during the current low GM North American
production environment.

"We are extremely pleased with this successful refinancing and the
high level of support from our lead banks, JP Morgan and
Citigroup, and our other lenders and investors.  We achieved what
we set out to accomplish in securing a financing deal that will
provide us the liquidity and flexibility to continue our
transformation," said John D Sheehan, Delphi's acting chief
financial officer.  "Additionally, we made a second contribution
of $475 million to fund our U.S. pension plans, bringing our total
contributions this quarter to $625 million and fulfilling our
minimum 2005 pension contribution requirements."

The term loan is due in full on June 14, 2011, while the revolving
credit facility is available to the company through June 18, 2009.
Upon completion of the refinancing, Delphi terminated its 364-day
revolving credit line of $1.5 billion, which was due to expire on
June 17, 2005.  There were no outstanding borrowings under that
facility.

                        Refinancing Plan

On June 14, 2005, Delphi Corporation reached an agreement with its
syndicate of lenders to amend certain terms of its existing
$1.5 billion five-year revolving credit facility.

DELPHI CORP. signed a five-year THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of June 14, 2005, with HSBC Bank USA, National
Association, CREDIT SUISSE, Cayman Islands Branch, DEUTSCHE BANK
AG NEW YORK BRANCH, CITICORP USA, INC., and JPMORGAN CHASE BANK,
N.A., as Lenders.  JPMorgan serves as the Administrative Agent.

The amendment increased the available credit under Delphi's
Revolving Credit Facility to $1.8 billion and added a $1.0 billion
six-year term loan.

Under the new five-year facility, Delphi promises to comply with a
Senior Secured Leverage Ratio covenant.  Specifically, Delphi
promises that the ratio of (a) Senior Secured Debt (all debt on
account of borrowings from the lenders, non-trade payables,
tooling and equipment in the ordinary course of business, services
in respect of information technology provided in the ordinary
course of business, all notes, bonds, debentures or other similar
instruments, any conditional sale or other title retention
agreement, and all Capital Lease Obligations) to (b) Consolidated
EBITDA will not exceed:

                                             Maximum
      For the Fiscal                      Senior Secured
      Quarter Ending                      Leverage Ratio
      ---------------                     --------------
      June 30, 2005                        2.75 to 1.00
      September 30, 2005                   2.75 to 1.00
      December 31, 2005                    2.75 to 1.00
      March 31, 2006                       2.75 to 1.00
      June 30, 2006                        2.75 to 1.00
      September 30, 2006                   2.50 to 1.00
      December 31, 2006                    2.50 to 1.00
      March 31, 2007                       2.50 to 1.00
      June 30, 2007                        2.50 to 1.00
      September 30, 2007                   2.50 to 1.00
      December 31, 2007 and thereafter     2.25 to 1.00

Each one-notch downgrade in the company's credit ratings from
Moody's Ba1 rating, Standard & Poor's BB+ rating or Fitch's BB+
rating will increase the interest rate payable to the lenders by
0.50%.  If Delphi's credit ratings fall below Moody's Ba1 rating,
Standard & Poor's BB+ rating or Fitch's BB+ rating, the Commitment
Fee payable to the Lenders increases from 0.375% to 0.50%.

A full-text copy of the Five-Year Credit Agreement is available at
no charge at http://researcharchives.com/t/s?27

As previously announced, upon the effectiveness of the new
Facilities, Delphi terminated its 364-day revolving credit
facility in the amount of $1.5 billion.

As a result of the foregoing refinancing, Delphi has replaced its
previous $3.0 billion revolving credit facility with $2.8 billion
of available credit, the Term Loan portion of which has been fully
funded.  Prior to the amendment, there were no amounts outstanding
under the $1.5 billion five-year revolving credit facility or the
$1.5 billion 364-day facility, nor had these revolving credit
facilities been previously borrowed upon.  Delphi believes that
the completion of this refinancing plan should provide Delphi with
access to sufficient liquidity to continue to address its U.S.
legacy cost issues during the current low GM North American
production environment.  As contemplated under the Facilities, on
June 14, 2005 Delphi contributed $475 million to its U.S. pension
plans, bringing the total contributions for the quarter to $625
million and fulfilling Delphi's 2005 minimum pension funding
requirements.

                         *     *     *

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service has affirmed the ratings of Delphi
Corporation, Senior Implied at B2 and Senior Secured Bank
Facilities at B1.  The rating outlook is Negative.  The bank loan
rating was initially assigned on May 19, 2005, as part of the
company's refinancing plan.  The affirmation follows the
disclosure by the company in its 8-K filing with the SEC on June
9, 2005 that its Audit Committee had concluded that Delphi "did
not accurately disclose to credit rating agencies, analysts, or
the Board of Directors the amount of sales of accounts receivable
or factoring arrangements from the date of its separation from
General Motors until year-end 2004."

Moody's ratings on Delphi's existing and new debt instruments to
be issued as part of the company's financing plan were based upon
representations of Delphi's year-end 2004 financial condition and
assessments of Delphi's prospective financial performance and
liquidity which incorporated various assumptions.  Among these
were the existence and availability of both account receivable
securitization facilities in the U.S. and Europe as well as
factoring lines of credit to Delphi's European subsidiaries.

The issues involved with the June 9 filing are not expected to
impact the company's access to its current credit commitments, nor
plans to close the expected $2.8 billion secured revolvoing credit
and term loan facility.  Both the existence and availability of
the Receivable Financings and closing the $2.8 billion of
financing remain critical elements to the ratings.  Delphi has
represented that it does not expect the June 9 disclosure to
affect the availability under its bank credit facilities.

Furthermore, Delphi expects to conclude its internal accounting
investigation related to other matters, issue restated financial
statements as necessary based on the conclusion of that
investigation, and become current in its periodic reporting
obligations on or before June 30th.  Moody's ratings have also
assumed the company would be able to do so within indicated time
frames.

The nature of the disclosures in the June 9 filing underscore
concerns resident in the negative outlook.  Among these issues
are:

   * the company's ability to achieve sufficient levels of
     earnings and cash flow from its business over the near term
     to avoid significant further increases in indebtedness;

   * its ability to conclude its internal accounting investigation
     and release current financial information;

   * its ability to maintain an adequate liquidity profile; and

   * its ability to address internal control matters that relate
     to recent accounting and disclosure issues.

Since Delphi's June 9th statement regarding the inaccurate
disclosure, Moody's has engaged in a series of discussions with
the company to re-validate representations and assumptions related
to the company's current and projected financial condition and
liquidity used to derive the ratings assigned on May 19.  At this
time no further material deviations from the information utilized
in arriving at that rating assignment have been identified.
Should any further inaccuracies in the information provided by
management be discovered, or any subsequent revelations develop
from the accounting investigation or restated financial statements
with material adverse implications for creditors, the ratings
could be subject to further downgrade.

These ratings were affirmed:

   -- Delphi Corporation

      * Senior Implied, B2

      * Senior Secured Term Loan, B1

      * Bank revolving credit facility, B1 (incorporating the
        granting of security for the facility in conjunction with
        the new term loan)

      * Senior Unsecured, B3

      * Short term, Not Prime

      *  Shelf ratings:

         + (P)B3 for senior unsecured;
         + (P)Caa2 for subordinated; and
         + (P)Ca for preferred
         + Issuer rating, B3

   -- Delphi Trust(s):

      * Backed preferred, Caa2

      * Shelf ratings, (P)Caa2


EAGLEPICHER INC: Taps Miller Buckfire as Financial Consultant
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of EaglePicher
Incorporated and its debtor-affiliates asks the United States
Bankruptcy Court for the Southern District of Ohio, Western
Division, for permission to employ Miller Buckfire & Co., LLC, as
its financial advisor, nunc pro tunc to Apr. 29, 2005.

Miller Buckfire will:

  (a) familiarize itself with the business, operations,
      properties, financial condition and prospects of the
      Debtors to the extent deemed necessary, appropriate and
      feasible;

  (b) advise and assist the Committee in evaluating, structuring,
      negotiating, implementing or otherwise responding to the
      financial aspects of any proposed restructurings, financing
      and/or sales transactions;

  (c) provide financial advice and assistance to the Committee in
      the analysis, evaluation, negotiation, confirmation and
      implementation of a plan of reorganization;

  (d) render such other financial advisory services in connection
      with the Plan, including, if requested by the Committee,
      participating in hearings before the Bankruptcy
      Court with respect to the matters upon which Miller Buckfire
      has provided advice and coordinating with the Committee's
      counsel with respect to testimony (including as to
      valuation) in connection therewith;

  (e) provide financial advice and assistance to the Committee in
      the analysis, evaluation and negotiation of any financing
      transaction (including any private issuance, sale or
      placement of equity, equity-linked or debt securities,
      instruments or obligations of the Debtors) and, as requested
      by the Committee, assist the Debtors' financial advisors in
      the identification of potential investors; and

  (f) provide financial advice and assistance to the Committee in
      the analysis, evaluation and negotiation of any proposed
      sale transaction (including the disposition of all or a
      significant portion of the Debtors' equity securities,
      assets or businesses)and, as requested by the Committee,
      assist the Debtors' financial advisors in the identification
      of potential buyers.

The Committee believes that the Firm is well qualified to perform
these services due to its extensive experience in providing
strategic and financial advisory in corporate restructuring
transactions.

Marc D. Puntus, Esq., at Miller Buckfire disclosed that his Firm
will not charge for its services on an hourly basis but will
collect:

   (a) a $150,000 retainer;

   (b) a $150,000 monthly financial advisory fee;

   (c) a transaction fee equal to the greater of

        (i) $1,000,000; and

       (ii) 2.65% of the fair market value of all cash, debt,
            securities and other consideration received by the
            Debtors' unsecured creditors in excess of 60% of the
            face value of all unsecured claims,

       upon the consummation of any restructuring or sale.

Mr. Puntus said his Firm did not receive any payments for
prepetition services it rendered to the Committee.

To the best of the Committee's knowledge, Miller Buckfire & Co.,
LLC, does not hold any interest adverse to the Debtors and their
estates.

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.


EES COKE: Moody's Upgrades Series B Senior Secured Notes to Ba2
---------------------------------------------------------------
Moody's Investors Service upgraded the rating for EES Coke Battery
Company, Inc.'s Series B Senior Secured Notes due 2007 to Ba2 from
Ba3.  The rating outlook is stable.

The rating upgrade reflects an improved credit profile of EES
Coke's primary customer International Steel Group, Inc. (ISG:
senior unsecured Ba2) due in large part to its recently completed
merger with Mittal Steel Co. NV (Mittal: Ba1 senior unsecured).
The majority of the project's coking production is provided to
five ISG steel facilities under existing long-term contractual
arrangements maturing post the 2007 due date of the Notes.
Collectively, these five steel facilities represent the bulk of
ISG's manufacturing capacity.  Their payment obligations however
are without parental support from ISG.

The rating is supported by continued improvement in the project's
cash flow.  Robust demand for coke has resulted in advantageous
contractual pricing and Moody's expects the project's annual debt
service coverage in all remaining years to exceed two times.

The stable rating outlook reflects the EES Coke's strong operating
performance.  Bondholders benefit from an unconditional,
irrevocable guarantee from DTE Energy Company (senior unsecured
Baa2) equal to six months of debt service.

EES Coke Battery Company Inc. is an indirect wholly-owned
subsidiary of DTE Energy Services and is based in Ann Arbor,
Michigan.


ENRON CORP: Inks Pact to Settle SPA Claims with Mirant for $12M
---------------------------------------------------------------
Prior to the commencement of Enron Corp. and its debtor-
affiliates' Chapter 11 cases, Enron Asset Holdings, LLC, entered
into a Stock Purchase Agreement with Mirant Corporation, Mirant
EcoElectrica Investments I, Ltd., and Puerto Rico Power
Investments, Ltd., dated July 25, 2001.  The Mirant Entities
agreed to purchase EAH's ownership in an electric generation
facility in Puerto Rico, under the SPA terms and conditions.  EAH
is managed by Enron Finance Management, LLC, which, in turn, is
controlled by Reorganized Debtor Enron Corp.

On December 31, 2001, the Mirant Entities notified Enron that it
was terminating the SPA due to an alleged failure of certain
closing conditions caused by Enron's bankruptcy filing.  On
July 14, 2003, and various dates thereafter, Mirant Corp. and
certain of its affiliated entities filed for bankruptcy in the
United States Bankruptcy Court for the Northern District of
Texas, Fort Worth Division.

                          Mirant SPA Claims

On October 15, 2002, the Mirant Entities filed Claim Nos. 13016,
13086, and 13098 against Enron seeking in part damages allegedly
arising from the failed SPA Transaction.  Enron objected to the
Mirant SPA Claims asserting that no amounts were due.  To
supplement its objection, Enron asked for declaratory relief with
respect to the Mirant SPA Claims.

                          Enron SPA Claims

On December 16, 2003, Enron filed Claim Nos. 6862, 6863,
6864, 6865, 6866 and 6867 in Mirant's Chapter 11 cases seeking
damages arising from the failed SPA.  Mirant sought to estimate
the Enron SPA Claims in the U.S. Bankruptcy Court for the
Northern District of Texas, where Mirant's cases are pending.

                      SPA Claims Consolidation

On November 22, 2004, the Texas Bankruptcy Court transferred the
litigation concerning the Enron SPA Claims to Enron's Bankruptcy
Court for trial in conjunction with the Mirant SPA Claims.

On January 27, 2005, Mirant and Enron reached an agreement to,
among others, settle the SPA Claims.  By letter dated January 28,
2005, the attorneys for Mirant and Enron informed both Bankruptcy
Courts that they had reached a settlement.

By this motion, the Enron Debtors ask Judge Gonzalez to approve
the Settlement Agreement.

The salient terms of the Settlement are:

A. Effective Date of Settlement Agreement

    The Settlement will only become effective when it is:

       -- executed by the Parties, and
       -- approved by the Mirant and Enron Bankruptcy Courts.

B. Resolution of Enron SPA Claims

    Enron Claim No. 6862 will be allowed as a general unsecured
    claim against the Mirant Corp. Chapter 11 estate for
    $12,250,000.  The rest of the Enron SPA Claims will be
    disallowed and expunged in their entirety.

C. Resolution of the Mirant SPA Claims

    The Mirant SPA Claims will be disallowed and expunged in their
    entirety.

D. Resolution of Pending Litigation

    Enron and Mirant will take all necessary steps to dismiss or
    withdraw the objections, the estimation application and the
    request for declaratory relief.

E. Mutual Releases

    The Parties will mutually release each other from all claims,
    obligations, demands, actions, causes of action and
    liabilities relating to the Pending Litigation.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
assures the Court that the Settlement Agreement is the product of
arm's-length bargaining, without fraud or collusion.

"If Enron and Mirant do not enter into the Settlement Agreement,
or if [Judge Gonzalez] does not approve it, the Reorganized
Debtors will be forced to expend significant estate resources
litigating the [disputes], including pursuit of the Enron SPA
Claims in Mirant's Chapter 11 cases," Ms. Gray adds.

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

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


ENTERPRISE PRODUCTS: New Debt Prompts S&P's Stable Outlook
----------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB+' corporate
credit ratings on Enterprise Products Operating L.P. and
Enterprise Products Partners L.P. and revised the outlook on the
companies to stable from positive.

As of March 31, 2005, Houston, Texas-based Enterprise Products
Operating had about $4.2 billion of debt outstanding.  Enterprise
Products Partners does not issue debt but does guarantee
Enterprise Products Operating's debt.

"The outlook revision reflects our reassessment of Enterprise
Products' business strategy in relation to new debt raised by
parent Enterprise Products Co. Inc. (EPCO; unrated) and
expectations that the partnership will likely seek growth
opportunities at a pace that will be more aggressive than
previously anticipated," said Standard & Poor's credit analyst
Aneesh Prabhu.

In addition to the pace of growth, the scale of some large and
higher-risk projects, such as the Independence Hub has resulted in
a change in Enterprise's business position to '7' (weak) from '6'
(satisfactory).  Business profiles are categorized from '1'
(excellent) to '10' (vulnerable).

The stable outlook on Enterprise Products reflects the expectation
that its improved financial performance will continue.

Standard & Poor's will continue to monitor the relationships
between EPCO, Enterprise Products Partners, and TEPPCO Partners
L.P. to determine whether or not the anticipated separateness is
maintained and if there are any changes to the overall
creditworthiness of the Duncan family businesses.


EXIDE TECH: Amends Senior Credit Facility Agreement
---------------------------------------------------
Exide Technologies obtained amendments to its senior credit
facility.  The amendments provide, among other things, for
waivers of existing covenant defaults, relaxed EBITDA and
leverage ratio covenants for fiscal 2006, an increase in the
interest rate under the facility and an extension for three years
of the Company's obligation to pay fees to the lenders upon a
refinancing of the credit facility debt, as well as an expansion
of the circumstances in which those fees are payable upon asset
sales.

"We appreciate the continued support of our lenders.  Our new
leadership team is committed to taking the appropriate actions to
ensure that Exide continues to be a competitive organization,"
Gordon A. Ulsh, President and Chief Executive Officer said in a
press release dated June 13, 2005.

Specifically, under the Fourth Amendment to the senior credit
facility, the Letter of Credit cap is increased to $50,000,000,
from $40,000,000.

Among other things, the Fourth Amendment also provides that:

    -- the Consolidated Interest Coverage Ratio should not be less
       than:

          Fiscal Quarter Ending
          closest to                              Ratio
          ---------------------                   -----
          June 30, 2005                          1.70:1.0
          September 30, 2005                     1.70:1.0
          December 31, 2005                      1.35:1.0
          March 31, 2006                         1.90:1.0
          June 30, 2006                          2.50:1.0
          September 30, 2006                     2.50:1.0
          December 31, 2006                      2.75:1.0
          March 31, 2007                         3.00:1.0
          June 30, 2007                          3.00:1.0
          September 30, 2007                     3.00:1.0
          December 31, 2007                      3.25:1.0
          March 31, 2008                         3.50:1.0
          June 30, 2008                          3.50:1.0
          September 30, 2008                     3.50:1.0
          December 31, 2008                      3.50:1.0
          March 31, 2009                         3.50:1.0
          June 30, 2009                          3.50:1.0
          September 30, 2009                     3.50:1.0
          December 31, 2009                      3.50:1.0
          Each Fiscal Quarter ended thereafter   3.50:1.0

    -- the Leverage Ratio at any time during a period should not
       be greater than:

          Period                                           Ratio
          ------                                           -----
          Last day of the 1st Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 2nd Fiscal Quarter
          of Fiscal Year 2006                            7.40:1.0

          Last day of the 2nd Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2006                            7.20:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2006                            7.90:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 1st Fiscal Quarter
          of Fiscal Year 2007                            5.10:1.0

          Last day of the 1st Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 2nd Fiscal Quarter
          of Fiscal Year 2007                            4.50:1.0

          Last day of the 2nd Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2007                            4.25:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2007                            4.00:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 2nd Fiscal Quarter
          of Fiscal Year 2008                            3.75:1.0

          Last day of the 2nd Fiscal Quarter of Fiscal
          Year 2008 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2008                            3.50:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2008 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2008                            3.25:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2008 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2009                            3.00:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2009 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2009                            2.75:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2009 and thereafter                       2.50:1.0

    -- the Adjusted Secured Debt Leverage Ratio at any time during
       a certain period should not be greater than:

          Period                                           Ratio
          ------                                           -----
          Last day of the 1st Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of the 3rd Fiscal
          Quarter of Fiscal Year 2006                    4.00:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2006                            4.25:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2006 to and including the day occurring
          prior to the last day of 1st Fiscal Quarter
          of Fiscal Year 2007                            2.75:1.0

          Last day of the 1st Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2007                            2.25:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2007                            2.00:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2007 to and including the day occurring
          prior to the last day of 3rd Fiscal Quarter
          of Fiscal Year 2008                            1.75:1.0

          Last day of the 3rd Fiscal Quarter of Fiscal
          Year 2008 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2008                            1.50:1.0

          Last day of the 4th Fiscal Quarter of Fiscal
          Year 2008 to and including the day occurring
          prior to the last day of 4th Fiscal Quarter
          of Fiscal Year 2009                            1.25:1.0

          Last day of 4th Fiscal Quarter of Fiscal Year
          2009 and thereafter                            1.00:1.0

    -- the Consolidated EBITDA for any period ending on the last
       day of a Fiscal Quarter is significantly reduced and should
       not be less than:

          Fiscal Quarter Ending
          Closest to                                Amount
          ---------------------                     ------
          March 31, 2005                         $97,000,000
          June 30, 2005                           88,000,000
          September 30, 2005                      90,000,000
          December 31, 2005                       85,000,000
          March 31, 2006                         123,000,000
          June 30, 2006                          150,000,000
          September 30, 2006                     155,000,000
          December 31, 2006                      165,000,000
          March 31, 2007                         175,000,000
          June 30, 2007                          175,000,000
          September 30, 2007                     175,000,000
          December 31, 2007                      175,000,000
          March 31, 2008                         200,000,000
          June 30, 2008                          200,000,000
          September 30, 2008                     200,000,000
          December 31, 2008                      200,000,000
          March 31, 2009                         220,000,000
          Each Fiscal Quarter ended thereafter   220,000,000

A full-text copy of the Fourth Amendment to Credit Agreement,
among Exide Technologies, Exide Global Holding Netherlands C.V.,
the Lenders from time to time party hereto and Deutsche Bank AG
New York Branch, as Administrative Agent, is available for free
at http://ResearchArchives.com/t/s?22

A full-text copy of the Intercreditor Agreement dated as of
March 18, 2005, reflecting changes from First Amendment to
Intercreditor Agreement dated as of June 10, 2005, among Exide
Technologies, the administrative agent under the senior credit
facility, the trustee for the Company's two series of notes and
the Pension Benefit Guaranty Corporation, is available for free
at http://ResearchArchives.com/t/s?23

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

                        *     *     *

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

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

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

These ratings were placed on review for possible downgrade:

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

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

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

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

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

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

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

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

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

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

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

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


FEDERAL-MOGUL: Has Until October 1 to Remove State Court Actions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Federal-Mogul Corporation and its debtor-affiliates until
October 1, 2005, to file notices to remove civil actions pending
as of their bankruptcy petition date.

According to Scotta E. McFarland, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., in Wilmington, Delaware,
the extension will give the Debtors more time to determine which
might be suitable for removal.  Ms. McFarland says that with
respect to actions unrelated to asbestos, the analysis is largely
complete.

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)


GE CAPITAL: Moody's Junks $20 Million Classes L & M Certificates
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the ratings of three classes and affirmed the ratings
of ten classes of GE Capital Commercial Mortgage Corporation,
Commercial Mortgage Pass-Through Certificates, Series 2001-2 as:

   -- Class A-2, $68,426,180, Fixed, affirmed at Aaa
   -- Class A-3, $107,961,958, Fixed, affirmed at Aaa
   -- Class A-4, $519,456,000, Fixed, affirmed at Aaa
   -- Class X-1, Notional, affirmed at Aaa
   -- Class X-2, Notional, affirmed at Aaa
   -- Class B, $40,115,000, Fixed, upgraded to Aa1 from Aa2
   -- Class C, $45,129,000, Fixed, upgraded to A1 from A2
   -- Class D, $12,537,000, Fixed, upgraded to A2 from A3
   -- Class E, $10,028,000, Fixed, upgraded to A3 from Baa1
   -- Class F, $18,804,000, Fixed, affirmed at Baa2
   -- Class G, $11,283,000, Fixed, affirmed at Baa3
   -- Class H, $21,311,000, Fixed, affirmed at Ba1
   -- Class I, $18,804,000, Fixed, affirmed at Ba2
   -- Class J, $5,014,000, Fixed, affirmed at Ba3
   -- Class K, $7,522,000, Fixed, downgraded to B2 from B1
   -- Class L, $12,536,000, Fixed, downgraded to Caa1 from B2
   -- Class M, $7,521,000, Fixed downgraded to Caa2 from B3

As of the June 13, 2005 distribution date, the transaction's
aggregate balance has decreased by approximately 8.2% to $920.2
million from $1.0 billion at securitization.  The Certificates are
collateralized by 123 mortgage loans secured by commercial and
multifamily properties.  The loans range in size from less than
1.0% to 4.5% of the pool, with the top ten loans representing
24.8% of the pool.

The pool consists of two shadow rated loans, representing 6.5% of
the pool, and a conduit component, representing 93.5% of the pool.
Three loans, representing 3.6% of the pool, have defeased and have
been replaced with U.S. Government securities.  One loan has been
liquidated from the trust resulting in a realized loss of
approximately $1.4 million.

Six loans, representing 4.5% of the pool, are in special
servicing.  Moody's has estimated aggregate losses of $12.7
million for all of the specially serviced loans.  Thirty-one
loans, including six of the top ten loans, are on the master
servicer's watchlist.  The watchlisted loans represent 30.5% of
the pool.

Moody's was provided with partial or full year 2004 operating
results for 93.4% of the performing loans.  Moody's loan to value
ratio for the conduit component is 90.4%, compared to 82.9% at
securitization.  The upgrade of Classes B, C, D and E is primarily
due to increased subordination levels.  The downgrade of Classes
K, L and M is due to LTV dispersion and anticipated realized
losses from the specially serviced loans.  Based on Moody's
analysis, 23.8% of the pool has a LTV greater than 100.0%,
compared to 0.0% at securitization.  Eleven loans, representing
8.6% of the pool, have debt service coverage of 0.9x or less based
on the borrowers' reported operating performance and the actual
loan constant.

The largest shadow rated loan is the Holiday Inn -- 57th Street
Loan ($41.8 million - 4.5%), which is secured by a 596-room full
service hotel located in midtown Manhattan.  The loan is on the
master servicer's watchlist due to low debt service coverage.
Occupancy and RevPAR for calendar year 2004 were 84.9% and $117.00
respectively, compared to 87.7% and $134.03 at securitization.
Net cash flow for calendar year 2004 was $6.4 million, compared to
$8.9 million at securitization.  Moody's current shadow rating is
Baa3, compared to A3 at securitization.

The second shadow rated loan is the Lake Buena Vista Stores Loan
($18.2 million - 2.0%), which is secured by a 179,400 square foot
factory outlet center located in Orlando, Florida.  Although
occupancy has remained stable since securitization at
approximately 93.0%, the center has experienced a decline in
rental income.  Tenants occupying approximately 12.0% of the
center are paying percentage rent in lieu of base rent.  The
largest tenant is Vanity Fair Factory Outlet (14.5% GLA - lease
expiration July 2006).  Net operating income for the first nine
months of 2004 annualized is $2.4 million, compared to $3.2
million at securitization.  The loan sponsor is Chelsea Property
Group (Moody's senior unsecured rating Baa2), a publicly traded
REIT.  Moody's current shadow rating is Baa3, compared to A3 at
securitization.

The top three conduit loans represent 7.8% of the outstanding pool
balance.  The largest conduit loan is the One Capital Loan ($27.0
million - 2.9%), which is secured by two office buildings totaling
201,700 square feet located in downtown Sacramento, California.
The loan is on the master servicer's watchlist due to a decrease
in occupancy and low debt service coverage.  At securitization,
the two largest tenants were the State of California -- Parks &
Recreation (32.2% NRA - lease expiration February 2011) and
CalPERS (24.5% NRA).  CalPERS vacated at lease expiration in July
2002.  Only 7,409 square feet of the former CalPERS space has been
released thus far.  The property is currently 74.0% leased,
compared to 94.0% at securitization.  Moody's LTV is in excess of
100.0%, compared to 95.7% at securitization.

The second largest conduit loan is the Meadowbrook Commons Loan
($25.1 million -- 2.7%), which is secured by a 173,000 square foot
anchored retail center located in Freeport (Nassau County), New
York.  The property is 100.0% occupied, the same as at
securitization.  Major tenants include:

   * Stop N Shop (27.0% GLA - lease expiration October 2025);
   * Toys R Us (21.6% GLA - lease expiration January 2020); and
   * Marshalls (15.9% GLA - lease expiration January 2006).

Moody's LTV is 85.8%, compared to 88.5% at securitization.

The third largest conduit loan is the Dreamland Shopping Center &
Lowe's Loan ($20.2 million -- 2.2%), which is secured by a Lowe's
Home Improvement store and an adjacent 126,800 square foot
anchored retail center located in Asheville, North Carolina.  The
loan is on the master servicer's watchlist for low debt service
coverage.  Although the property has maintained a stable occupancy
of approximately 97.0%, rental income is lower than original
projections.  Major tenants include:

   * Lowe's Companies, Inc. (51.6% GLA - lease expiration
     October 2019; Moody's senior unsecured rating A2);

   * Best Buy Stores, LP (17.8% GLA - lease expiration
     January 2021); and

   * Bed Bath & Beyond, Inc. (14.8% GLA - lease expiration
     January 2016).

Moody's LTV is 98.5%, compared to 91.3% at securitization.

The pool's collateral is a mix of:

   * retail (28.1%),
   * multifamily (24.6%),
   * office and mixed use (24.0%),
   * industrial and self storage (13.1%),
   * lodging (6.6%), and
   * U.S. Government securities (3.6%).

The collateral properties are located in 29 states.  The highest
state concentrations are:

   * California (21.2%),
   * New York (14.5%),
   * Florida (10.1%),
   * Texas (6.7%), and
   * Georgia (5.2%).

All of the loans are fixed rate.


GEERTSON LLC: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Geertson, LLC
        1665 Burroughs Road
        Adrian, Oregon 97901

Bankruptcy Case No.: 05-02343

Chapter 11 Petition Date: June 16, 2005

Court: District of Idaho

Debtor's Counsel: Howard R. Foley, Esq.
                  Foley, Freeman, Borton & Stern, Chartered
                  Heritage Building, Suite 100,
                  77 East Idaho, P.O. Box 10
                  Meridian, Idaho 83680
                  Tel: (208) 888-9111

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Washington Mutual Bank        Real property of        $4,800,000
199 North Capitol Boulevard   Geertson, LLC
Suite 501
Boise, ID 83702

Money Life Insurance Co.      Real property of          $485,710
Home Office                   Geertson, LLC
1740 Broadway
New York, NY 10019


GENERAL MOTORS: Workers Has Until June 30 to Agree to Benefit Cuts
------------------------------------------------------------------
General Motors Corporation's board of directors gave the United
Automobile Workers union until month-end to agree to cuts in its
members' health care benefits.

The board's move came on the heels of Chief Executive Officer Rick
Wagoner's disclosure to cut 25,000 jobs by 2008 during the
company's annual shareholders' meeting.

Some local union leaders are willing to make concessions, but not
to the extent that the company is asking, the New York Time
reports.

Absent an agreement by the end of the month, the Company will make
a unilateral move to cut the worker's benefits on its own.

Financial analysts says a cut on the Company's $6 billion annual
health care contribution can help turn-around the company's
finances.

The company's labor contract will expire on 2007.

                           About UAW

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is one of the largest
and most diverse unions in North America, with members in every
sector of the economy.

UAW-represented workplaces range from multinational corporations,
small manufacturers and state and local governments to colleges
and universities, hospitals and private non-profit organizations.

The UAW has approximately 710,000 active members and over 500,000
retired members in the United States, Canada and Puerto Rico.

There are more than 950 local unions in the UAW.

                      About General Motors

General Motors Corporation, the world's largest auto manufacturer,
designs, manufactures, and markets vehicles primarily in North
America under these nameplates: Chevrolet, Pontiac, GMC,
Oldsmobile, Buick, Cadillac, Saturn, and HUMMER.

                         *     *     *

As reported in the Troubled Company Reporter on May 25, 2005,
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.

As reported in the Troubled Company Reporter on May 6, 2005,
Standard & Poor's Ratings Services lowered its long- and short-
term corporate credit ratings on General Motors Corp., General
Motors Acceptance Corp., and all related entities to 'BB/B-1' from
'BBB-/A-3'.  S&P says the rating outlook is negative.

As reported in the Troubled Company Reporter on Apr. 11, 2005,
Moody's Investors Service lowered the long-term and short-term
ratings of General Motors Corporation to Baa3 and Prime-3 from
Baa2 and Prime-2, and also lowered the long-term rating of General
Motors Acceptance Corporation to Baa2 from Baa1.   GMAC's short-
term rating is affirmed at Prime-2.  Moody's says the rating
outlook for both companies is negative.  These rating actions
conclude Moody's review for downgrade that commenced on March 16
following GM's announcement of a significant negative revision of
its 2005 earnings and cash flow outlook.


HEALTHSOUTH CORP: Closes $200 Million Senior Unsecured Facility
---------------------------------------------------------------
HealthSouth Corporation (OTC: HLSH) closed a $200 million senior
unsecured term loan facility, the net proceeds of which, together
with available cash, were used to repay the Company's $245 million
6.875% senior notes due June 15, 2005.  This transaction allowed
the Company to reduce its overall level of outstanding
indebtedness.  J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc. acted as joint-lead arrangers and joint-bookrunners
for the syndication of the new term loan facility.  The facility,
which was launched in late May, was increased from $150 million to
$200 million based on strong investor demand.

"We are very pleased with the strong, continued show of support
from our existing lenders and the commitment of our new
investors," said HealthSouth CFO John Workman.  "The new term loan
facility and the repayment of the 6.875% senior notes represent
important steps in the continued improvement of our cost of
capital, available liquidity and financial flexibility."

                       About the Company

HealthSouth Corp. -- http://www.healthsouth.com/-- is one of the
nation's largest providers of outpatient surgery, diagnostic
imaging and rehabilitative healthcare services, operating
facilities nationwide.

                         *     *     *

                      Notice of Late Filing

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

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


HEARTLAND TECH: Files for Chapter 11 Protection in N.D. Illinois
----------------------------------------------------------------
Heartland Technology, Inc., and four debtor-affiliates -- Solder
Station-One, Inc., HTI P.G. Design Electronics, Inc., HTI Z
Corporation and Zecal Technology, LLC -- filed for chapter 11
protection in the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division.  After exhausting all
other restructuring alternatives, the Debtors determined that a
chapter 11 filing is appropriate to maximize the value of their
assets for the benefit of creditors.

As of Jan. 31, 2005, the Debtors owed their lenders $14,351,822
debts and $3.3 million under some subordinated notes.

                         DIP Financing

The Debtors do not have any operating businesses.  In order to
meet their obligations without being forced to convert to a
chapter 7 liquidation proceeding, the Debtors ask the Court for
permission to borrow up to $175,000 from Heartland Partners.  The
new borrowings must be secured by post-petition super-priority
liens under 11 U.S.C. Sec. 364 because, the Debtors tell the
Court, their only tangible asset -- the Class B limited
partnership interests in Heartland Partners -- is fully encumbered
by the debt owed to Heartland Partners under the Heartland
Partners Line of Credit and the Oldco Notes.

                      Plan of Liquidation

Along with its bankruptcy petition, the Debtors delivered their
Joint Plan of Liquidation to the Bankruptcy Court.  The
Liquidating Plan contemplates the liquidation or other
dispositions of the Debtors' assets.

The Plan provides for a comprehensive settlement of all issues
between the Debtors, Heartland Partners and CMC Heartland
Partners.  The Debtors' remaining assets and the funds received
from the Heartland Partners Settlement Payments will fund
distributions to the Debtors' creditors.  The Plan also provides
for the transfer of the Debtors' assets on the effective date of
the Plan to a liquidating trust to be administered by a
liquidating trustee.  The Liquidating Trustee will liquidate any
remaining assets of the Debtors including causes of action,
administer claims, and make distributions on account of allowed
claims.

Headquartered in Chicago, Illinois, Heartland Technology Inc. --
fka Milwaukee Land Company -- acquired and managed land used in
the railroad operations.  The Company and its affiliates filed for
chapter 11 protection on June 15, 2005 (Bankr. N.D. Ill. Case No.
05-23747).  Geoffrey S. Goodman, Esq., at Foley & Lardner LLP
represents the Debtors in their liquidation efforts.  When the
Debtors filed for protection from their creditors, they estimated
between $10,000,000 in total assets and $34,000,000 in total
debts.


HEARTLAND TECHNOLOGY: Case Summary & Known Creditors
----------------------------------------------------
Lead Debtor: Heartland Technology Inc.
             fka Milwaukee Land Company
             53 West Jackson Boulevard, Suite 1150
             Chicago, Illinois 60604

Bankruptcy Case No.: 05-23747

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      HTI PG Design Electronics Inc.             05-23750
      HTI Z Corporation                          05-23752
      Solder Station One Inc.                    05-23755
      Zecal Technology LLC                       05-23759

Type of Business: Heartland Technology Inc. fka Milwaukee Land
                  Company acquired and managed land used in
                  railroad operations.  PG Design Electronics Inc.
                  designed and manufactured electronic assemblies
                  for computer and computer printer equipment.
                  Solder Station One Inc. provided hot-air solder
                  leveling, precious metal plating, and solder
                  mask services primarily to printed circuit board
                  makers.  Zecal Technology incorporated copper-
                  plated circuits onto ceramic substrates.

Chapter 11 Petition Date: June 15, 2005

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: Geoffrey S. Goodman, Esq.
                  Foley & Lardner LLP
                  321 North Clark Street, Suite 2800
                  Chicago, Illinois 60610
                  Tel: (312) 832-4514
                  Fax: (312) 832-4700

Debtors Chief
Restructuring
Officer:          William Kaye
                  JLL Consultants

Financial Condition as of January 31, 2005:

      Estimated Assets: $10,000,000

      Estimated Debts:  $34,000,000

A full-text copy of the 25-page list of the Debtors' largest known
creditors is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050616035649


HOLLYWOOD CASINO: Wants Black Diamond's Arguments Excluded
----------------------------------------------------------
Hollywood Casino Shreveport and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Louisiana to exclude
evidence and argument at the hearing to confirm their chapter 11
plan regarding:

   (1) the proposal of any competing plan by Black Diamond
       Capital Management, L.L.C.;

   (2) any comparison of valuation between the Black Diamond Plan
       Proposal and the Debtors' Plan;

   (3) any proposal related to a tender offer for the bonds; and

   (4) the failure to re-negotiate the signed Investment Agreement
       dated October 18, 2004, with Eldorado Resorts, LLC.

Seth Goldman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Los Angeles, California, asserts that the evidence is
irrelevant under Federal Rule of Evidence 402.

                   Disputes with Black Diamond

Black Diamond initiated the involuntary chapter 11 petition
against the Debtors.  Creditors Paddlewheels and Greenwich later
joined in the petition.  Black Diamond also sought the appointment
of an examiner and questioned the prepetition auction process in
the Debtor's effort to sell their business.  Black Diamond
believes another auction process within a chapter 11 proceeding
will yield better benefits for the Debtors.  Black Diamond lost to
Eldorado Resorts LLC on that prepetition auction process.  Black
Diamond expects Hollywood Casino to have $35 million in cash at
the expected closing date.  Eldorado calculates that around
$23.3 million in cash will remain with Hollywood Casino once their
transaction closes.  Both bids propose to assume and reorganize
all of the Debtors' debts.

                Black Diamond and Broadmoor/Roy's
                    Confirmation Objections

Black Diamond and Broadmoor/Roy Anderson Corporation argued during
the confirmation hearing that the Plan couldn't be confirmed under
Sec. 1129(a)(2) of the Bankruptcy Code because the Plan proponents
did not comply with a Bankruptcy Code "provision": a duty to
maximize value of the estates.  Black Diamond and Broadmoor/Roy
claimed that the Plan proponents breached this duty by not:

     (i) accepting Black Diamond's various proposals for an
         alternative plan, which Black Diamond asserts and may
         attempt to prove are "higher and better" than the
         transaction proposed in the Plan; or

    (ii) re-trading the Investment Agreement that HCS had
         signed with Eldorado.

Section 1129(a)(2), however, contains no general "duty to maximize
value" in the context of negotiating and pursuing confirmation of
a plan, nor any duty to re-trade a signed agreement for a plan,
Mr. Goldman contends.

According to Mr. Goldman, the Objectors attempt to impose this
duty by characterizing the Plan as a sale and engrafting the
requirements of Sec. 363 to Sec. 1129 of the Bankruptcy Code,
where they do not belong.  A sale under Sec. 363 is subject to
greater scrutiny than a debtor's plan because Sec. 363 sales are
not subject to the formalities of the plan confirmation process,
including the voting, disclosure and confirmation requirements of
the Bankruptcy Code, Mr. Goldman argues.

Mr. Goldman points out that the proposition that the existence of
a potentially higher or better plan makes the Plan unconfirmable
is without support in the statute or in the case law.  Rather, the
limited case law on the subject holds that a plan under which
creditors receive equity, regardless of form, is not a sale and is
not subject to any duty to market assets.

                Terms of Hollywood Casino's Plan

Under the proposed restructuring, holders of the Company's
existing secured notes are to receive $140 million of new first
mortgage notes, $20 million of PIK Preferred Equity Securities, a
25% non-voting equity interest in the reorganized company, and
cash in an amount to be determined, in exchange for existing
secured notes in the principal face amount of $189 million plus
accrued interest.

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.


HUFFY CORP: Steven Lipton to Replace Robert Lafferty as CFO
-----------------------------------------------------------
Robert Lafferty, Huffy Corporation's Vice President, Finance,
Chief Financial Officer and Treasurer, is leaving the Company
effective Aug. 31, 2005.  Steven Lipton, currently Senior Vice
President and Controller of Huffy Corporation, will assume the
Chief Financial Officer position upon Mr. Lafferty's departure.

Prior to joining Huffy Corporation, Mr. Lipton served as Senior
Vice President Controller of Elder-Beerman, a regional department
store chain that is owned by The Bon-Ton Stores, Inc., and has
approximately 69 stores located in the Midwest and Northeast
United States.

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$138,700,000 in total assets and $161,200,000 in total debts.


INTELIDATA TECH: Faces Possible Delisting from Nasdaq
-----------------------------------------------------
InteliData Technologies Corp. (NASDAQ:INTD) received a Nasdaq
Staff determination on June 14, 2005, indicating that the Company
has failed to comply with Nasdaq's minimum bid price requirement
of $1.00 per share for continued listing of the Company's common
stock on the Nasdaq SmallCap Market as set forth in Marketplace
Rule 4310(c)(4).  As a result, the Company's common stock is
subject to delisting from the Nasdaq SmallCap Market on June 23,
2005.  Following procedures set forth in the Nasdaq Marketplace
Rule 4800 series, the Company plans to request a hearing before a
Nasdaq Listing Qualifications Panel to review the Staff
determination.  The hearing request is expected to stay the
delisting of the Company's common stock, pending the Panel's
decision, allowing it to continue to trade on the Nasdaq SmallCap
Market.  There can be no assurance, however, that the Panel will
grant the Company's request for continued listing.

In the event the Panel denies the Company's request for continued
listing on the Nasdaq Small Cap Market, InteliData's common stock
would cease to be listed on the Nasdaq SmallCap Market and the
common stock could publicly trade over-the-counter.  In such an
event, an investor could find it more difficult to dispose of, or
to obtain accurate quotations as to the market value of,
InteliData's common stock.  In addition, if InteliData's common
stock were to be delisted from trading on the Nasdaq SmallCap
Market and the trading price of the common stock were to remain
below $5.00 per share, trading of InteliData's common stock could
also be subject to the requirements of certain rules promulgated
under the Securities Exchange Act of 1934, as amended, which
require additional disclosure by broker-dealers in connection with
any trades involving a stock defined as a "penny stock".

The additional burdens imposed upon broker-dealers by such
requirements could discourage broker-dealers from effecting
transactions in InteliData's common stock, which could severely
limit the market liquidity of InteliData's common stock and the
ability of investors to trade InteliData's common stock.  Many
brokerage firms are reluctant to recommend lower price stocks for
their clients, and the policies and practices of a number of
brokerage houses tend to discourage individual brokers within
those firms from dealing in lower price stocks.  Also, the
brokerage commission on the purchase or sale of a stock with a
relatively low per share price generally tends to represent a
higher percentage of the sales price than the brokerage commission
charged on a stock with a relatively higher per share price, to
the detriment of InteliData's stockholders and the market for
InteliData's common stock.

                       About the Company

With over a decade of experience, InteliData Technologies
Corporation -- http://www.InteliData.com/-- provides online
banking and electronic bill payment and presentment technologies
and services to leading banks, credit unions, financial
institution processors and credit card issuers.  The Company
develops and markets software products that offer proven
scalability, flexibility and security in supplying real-time,
Internet-based banking services to its customers.

                     Going Concern Doubt

Cash and cash equivalents as of March 31, 2005 totaled $1,253,000,
compared to $3,223,000 as of year-end 2004.  Because the Company
has recurring losses from operations and is experiencing
difficulty in generating cash flow, there is substantial doubt
about its ability to continue as a going concern.  Management's
plans concerning these matters are described in the quarterly
report on Form 10-Q.


J.P. MORGAN: Fitch Affirms Low-B Ratings on Six Mortgage Certs.
---------------------------------------------------------------
Fitch Ratings affirms J.P. Morgan Chase Commercial Mortgage
Securities 2004-C2:

     -- $86.2 million class A-1 at 'AAA';
     -- $100.0 million class A-2 at 'AAA';
     -- $431.4 million class A-3 at 'AAA';
     -- $272.2 million class A-1A at 'AAA';
     -- Interest-only (IO) class X at 'AAA';
     -- $24.6 million class B at 'AA';
     -- $10.4 million class C at 'AA-';
     -- $24.6 million class D at 'A';
     -- $9.1 million class E at 'A-';
     -- $11.6 million class F at 'BBB+';
     -- $7.8 million class G at 'BBB';
     -- $11.6 million class H at 'BBB-';
     -- $6.5 million class J at 'BB+';
     -- $5.2 million class K at 'BB';
     -- $2.6 million class L at 'BB-';
     -- $3.9 million class M at 'B+';
     -- $2.6 million class N at 'B';
     -- $2.6 million class P at 'B-';
     -- $5.8 million class RP-1 'A';
     -- $4.5 million class RP-2 'A-';
     -- $4.8 million class RP-3 'BBB+';
     -- $5.2 million class RP-4 'BBB';
     -- $7.8 million class RP-5 'BBB-'.

Fitch does not rate the $14.2 million NR class.  The RP
certificates represent an interest in a subordinate note secured
by the Republic Plaza property.

The affirmations are the result of stable performance and
scheduled amortization.  As of the May 2005 distribution date, the
pool's aggregate principal balance has decreased 1.7% to $1.05
billion from $1.07 billion at issuance.  There is one loan (0.1%)
in special servicing.

The one specially serviced loan is a multifamily property located
in Chattanooga, TN.  The special servicer is currently pursuing
foreclosure.  Based on recent appraisal values on the property,
Fitch expects a loss will occur at the time the asset is
liquidated from the trust.

Fitch maintains credit assessments on two loans in the trust: the
Somerset Collection (12.0%) and Republic Plaza (10.2%) loans.
Somerset Collection, a regional mall located in Troy, MI, reported
that October 2004 occupancy had declined to 94.2%, versus 98.8% at
issuance.  Due to the decrease in occupancy, the property's
servicer reported net operating income as of year-end 2004
declined to $31.1 million from $33.6 million at issuance.

Republic Plaza is a 1.29 million square foot office property
located in Denver, CO.  Average occupancy at the property has been
consistent since issuance, with YE 2004 occupancy at 81.2% versus
79.9% at issuance.  The property also benefits from having a
strong sponsor in Brookfield Properties.

Based on their stable occupancy levels and net operating incomes
since issuance, these loans maintain investment-grade credit
assessments.


J.P. MORGAN: Fitch Places Low-B Ratings on 4 Mortgage Certificates
------------------------------------------------------------------
J.P. Morgan Mortgage Trust $1.891 billion mortgage pass-through
certificates, series 2005-A3:

   Aggregate pool I

     -- $1,016,055,370 classes 1-A-1, 1-A-2, 2-A-1, 3-A-1, 3-A-2,
        3-A-3, 3-A-4, 4-A-1, 4-A-2, 5-A-1, 5-A-2 5-A-3, 6-A-1
        through 6-A-7, senior classes 'AAA';

     -- $15,277,990 class I-B-1 certificates 'AA';

     -- $7,351,300 class I-B-2 certificates 'A';

     -- $3,150,560 class I-B-3 certificates 'BBB';

     -- $3,675,650 privately offered class I-B-4 certificates
        'BB';

     -- $2,625,460 privately offered class I-B-5 certificates 'B';

     -- $2,100,395 privately offered class I-B-6 certificates are
        not rated by Fitch.

   Aggregate pool II

     -- $411,906,900 classes 7CA1, 7CA2, 8JA1, 8JA2, 9CA1, 9CA2,
        10-J-1, 10-J-2, senior classes 'AAA';

     -- $11,144,580 class II-BA-1 certificates 'AA',

     -- $4,588,880 class II-BA-2 certificates 'A',

     -- $3,277,770 class II-BA-3 certificates 'BBB',

     -- $2,622,210 privately offered class II-BA-4 certificates
        'BB';

     -- $1,092,590 privately offered class II-BA-5 certificates
        'B'.

     -- $2,403,732 privately offered class II-BA-6 certificates
        are not rated by Fitch.

   Pool 11

     -- $399,789,400 11-A-1 through 11-A-4, and A-R, senior
        classes 'AAA';

     -- $3,881,470 class III-B-1 certificates 'AA';

     -- $1,383,580 class III-B-2 certificates 'A';

     -- $1,021,430 class III-B-3 certificates 'BBB';

     -- $1,021,430 privately offered class III-B-4 certificates
        'BB';

     -- $408,570 privately offered class III-B-5 certificates 'B';

     -- $612,882 privately offered class III-B-6 certificates are
        not rated by Fitch.

The 'AAA' rating on the aggregate pool I senior classes reflects
the 3.25% subordination provided by the 1.45% class I-B-1, the
0.70% class I-B-2, the 0.30% class I-B-3, the 0.35% privately
offered class I-B-4, the 0.25% privately offered class I-B-5, and
the 0.20% privately offered class I-B-6 certificates.

The 'AAA' rating on the aggregate pool II senior classes reflects
the 5.75% subordination provided by the 2.55% class II-BA-1, the
1.05% class II-BA-2, the 0.75% class II-BA-3, the 0.60% privately
offered class II-BA-4, the 0.25% privately offered class II-BA-5,
and the 0.55% privately offered class II-BA-6 certificates.

The 'AAA' rating on the pool 11 senior classes reflects the 2.15%
subordination provided by the 0.95% class III-B-1, the 0.45% class
III-B-2, the 0.25% class III-B-3, the 0.25% privately offered
class III-B-4, the 0.25% privately offered class III-B-5, and the
0.15% privately offered class III-B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud, and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures, the
primary servicing capabilities of PHH Mortgage Corporation,
Countrywide Home Loans Servicing LP and J.P. Morgan Chase Bank,
N.A., and Wells Fargo Bank, N.A. (all rated 'RPS1' by Fitch), and
the master servicing capabilities of Wells Fargo Bank, N.A., which
is rated 'RMS1' by Fitch.

As of the cut-off date (May 1, 2005) the assets of the trust
consisted of 11 mortgage pools.  These pools have further been
aggregated into two groups, aggregate pool I, consisting of
mortgage pools 1 through 6; aggregate pool II, consisting of
mortgage pools 7 through 10; and pool 11. Each of the aggregate
pools and pool 11 has their respective subordination.

Wachovia Bank, N.A. will serve as trustee.  J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust that issued the certificates.  For federal income tax
purposes, the trustee will elect to treat all or portion of the
assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


KANEB PIPE: Moody's Confirms $250 Mil. Sr. Unsec. Notes Ba1 Rating
------------------------------------------------------------------
Moody's Investors Service confirmed with a developing outlook the
Ba1 rating of Kaneb Pipe Line Operating Partnership, L.P.'s $250
million senior unsecured notes due 2012.  The rating action ends a
review for possible upgrade of KPOP's rating that was prompted by
Valero L.P.'s announcement in November 2004 of its planned
acquisition of Kaneb Pipe Line Partners, L.P., a publicly traded
master limited partnership and 100% owner of KPOP, its principal
operating subsidiary.  The rating action reflects Moody's
expectation that KPP's merger with VLI will close by July 1, 2005.
The merger received antitrust clearance today.

Under the post-merger partnership structure, VLI will guarantee
KPP's debt, and KPP and Valero Logistics Operations, L.P. (VLOLP,
rated Baa3 sr. unsecured), a wholly owned operating subsidiary of
VLI, and KPP will cross-guarantee each other's debt.  Normally, on
this basis, Moody's would rate KPP's debt at the same level as
VLOLP's debt.  In fact, Moody's had previously indicated to the
market that it would most likely upgrade KPOP's senior unsecured
rating to Baa3 with a negative outlook once the merger transaction
closed.

However, on April 25, 2005, Moody's placed VLOLP's Baa3 debt
rating under review for possible downgrade in conjunction with
Moody's review for possible downgrade of the ratings of Valero
Energy Corporation, the general partner of VLI.  Moody's considers
the ratings of KPOP and VLOLP to be closely linked to Valero
Energy's ratings.  KPOP's Ba1 rating and developing outlook
therefore reflect the possibility for different rating outcomes
for KPOP, depending on the outcome of the Valero Energy rating
review.

Moody's believes that confirmation of Valero Energy's ratings
would most likely result in an upgrade of KPOP's rating to Baa3.
A downgrade of Valero Energy's ratings could result in either a
downgrade of KPOP's ratings or an affirmation of KPOP's rating at
Ba1.

Kaneb Pipe Line Operating Partnership, L.P. is a subsidiary of
Kaneb Pipe Line Partners, L.P.

Headquartered in Richardson, Texas, Kaneb Pipe Line Partners, L.P.
is a publicly traded master limited partnership.


KARLUS ARTIS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Karlus C. Artis
        2513 Bradford Place
        Goldsboro, North Carolina 27530

Bankruptcy Case No.: 05-04672

Type of Business: The Debtor owns Physicians Theracare, Inc.

Chapter 11 Petition Date: June 15, 2005

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: John G. Rhyne, Esq.
                  Hinson & Rhyne, P.A.
                  P.O. BOX 7479
                  Wilson, North Carolina 27895-7479
                  Tel: (252) 291-1746

Total Assets: $1,185,400

Total Debts:  $1,464,960

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Homecomings Financial         House & lot located at    $409,708
Attn: Managing Agent          2513 Bradford Place,
2711 North Haskell Avenue,    Goldsboro, NC 27530
Southwest 1                   (debtor's residence)
Dallas, TX 75204              Value of security:
                              $405,000

Affiliated Corporate                                    $130,535
Services, Inc.
c/o Lloyd Ward
5644 LBJ Freeway, Suite 201
Dallas, TX 75240

Geraldine Daniels             Lot 4, B.F. Adams          $85,000
175 Sheridan Forest Road      Subdivison.  Geraldine
Goldsboro, NC 27534           and Hazel Daniels are
                              co-obligees
                              Value of security:
                              $69,000

First Citizens Bank & Trust   15 waiting room            $56,459
Company                       chairs, 2 executive
Attn: Ms. Patricia A. Sims    style desks, 6 medical
P.O. Box 25187                exam tables, EKG
Raleigh, NC 27611             Machine, 2 medical
                              cabinets, HP
                              Computer system,
                              lounge table and
                              chairs

RBC Centura Bank                                         $44,880
Attn: Richard Ramsay
P.O. Box 1220
Rocky Mount, NC 278021220

MBNA America                                             $25,700
Attn: Managing Agent
P.O. Box 15026
Wilmington, DE 198505026

Federated Financial Corp.                                $25,000
Managing Agent
P.O. Box 2034
Farmington, MI 48333

Mazda America                 2002 Maxda Tribute.        $18,660
Attn: Managing Agent          Value is an estimate.
9009 Caruthers Parkway        Debtor has not
Franklin, TN 37067            performed or
                              commissioned an
                              appraisal
                              Value of security:
                              $14,550

Household Finance Co.                                    $13,404
Managing Agent
P.O. Box 8633
Elmhurst, IL 60126

Branch Banking & Trust                                   $13,083
Company
Attn: Jack R. Hayes
P.O. Box 1847
Wilson, NC 278941847

Branch Banking & Trust                                    $8,920
Company
Attn: Jack R. Hayes
P.O. Box 1847
Wilson, NC 278941847

GMAC                          Deficiency from             $8,000
Attn: Managing Agent          repossession
P.O. Box 30788
Charlotte, NC 28230

RBC Centura Bank                                          $7,923
Attn: Richard Ramsay
P.O. Box 1220
Rocky Mount, NC 278021220

MBNA America                                              $6,079
Attn: Managing Agent
P.O. Box 15026
Wilmington, DE 198865102

GMAC                                                      $5,378
P.O. Box 78369
Phoenix, AZ 85062

Spiegel                                                   $5,090
Managing Agent
101 Crossway Park West
Woodbury, NY 11797

First Citizens Bank & Trust                               $4,792
Company
Attn: Ms. Patricia A. Sims
P.O. Box 25187
Raleigh, NC 27611

Wayne County Tax Collector    Ad valorem taxes            $4,300
P.O. Box 1495
Goldsboro, NC 27533

Federated Financial Corp.                                 $3,764
Managing Agent
P.O. Box 2034
Farmington, MI 48333

Chase Manhattan                                           $2,357
c/o Weinstein & Riley
2101 4th Avenue, Suite 900
Seattle, WA 98121


KEY ENERGY: Moody's Continues $425M Debt Securities Ratings Review
------------------------------------------------------------------
Moody's Investors Service continues to leave Key Energy Services'
ratings on review for downgrade pending the filing of its 2003,
2004 and 2005 financial statements.  Though receiving a notice of
default on June 7, 2005 from the trustees on behalf of both the
6.375% and the 8.375% noteholders, Moody's is currently not taking
any ratings action as the company has procured a commitment for a
new financing package from Lehman Brothers which, combined with
the company's cash balances, appears sufficient to refinance
essentially all of Key's existing debt.

The notice of default stems from the company not meeting its
recent waiver from the bondholders and bank lenders to file its
2003 Form 10-K by May 31, 2005.  Under the terms of the indenture,
the company now has 60 days to cure the default (by August 5,
2005, at which time the trustee or 25% of each class of
noteholders will have the right to accelerate each series of
notes.

However, the company announced on June 1, 2005 that it had
received a commitment from Lehman Brothers to provide $550 million
in loan facilities in the event it elects to refinance its
existing bank debt and/or senior notes.  The facilities are
comprised of a $400 million term loan, a $65 million revolving
credit facility, and an $85 million Letter of Credit facility.
The commitment expires December 31, 2005 and is subject to pre-
funding conditions such as meeting a trailing twelve month EBITDA
test of $175 million and that no new material developments
transpire that have not been already disclosed.  These facilities,
together with the more than $100 million of cash on hand, gives
the company the capacity to refinance all of the existing debt.
In the meantime, the cash is more than sufficient to cover ongoing
operating needs and coupon payments.

These ratings for Key remain under review for downgrade:

1) B1 -- Key's senior implied rating
2) B2 -- Key's senior unsecured issuer rating
3) B1 -- $150 million 6.375% Sen. Unsec. notes due 2013
4) B1 -- $175 million 8.375% Sen. Unsec. notes due 2008
5) B1 -- $100 million add-on to 8.375% Sen. Unsec notes, due 2008

Moody's ongoing review of the ratings will entail a review of
Key's yet to be filed 2003, 2004 and 2005 financial statements as
well as discussions with Key's management regarding their future
financing and operating plans and an assessment of the corrective
actions taken by management to rectify the underlying audit
issues.  While Key has certainly felt a near-term financial impact
from the delayed filings, the underlying operations of the company
appear largely unaffected and the outlook for Key's business
continues to benefit from the strength in drilling activity and
the need for Key's services in the production of oil and gas in
the mature onshore U.S. market.

Due to the highly complicated nature of Key's restatement process,
the auditors have been unable to bring the audit to a close in the
timeframe they anticipated.  The complications have primarily
arisen due to the poor manner in which the company's financial
records had have been kept compounded by the effects of completing
many acquisitions over the past eight years.  Audit issues
remaining for the company include:

   * finalizing depreciable lives for its drilling rigs and other
     assets;

   * calculating impairment for long-lived assets; and

   * reconciling work-in progress accounts despite managements
     determination that, prior to the restatement process, some
     items were incorrectly booked as work-in-progress and many
     items that were accounted for as work-in-progress they were
     not reconciled for in a timely manner.

Earlier this month, Key announced that the lenders under its
senior secured credit facility had amended the terms of the
facility to provide additional waivers of the information delivery
covenants in the facility until July 31, 2005.  The existing
lenders have also extended to October 31, 2005 the date by which
the company must deliver quarterly financial statements and
audited financial statements for 2004 and to December 31, 2005 the
date by which the company must deliver quarterly financial
statements for the first three quarters of 2005.  Accordingly, the
company continues to be able to borrow under the revolving credit
facility and to obtain letters of credit, providing the company
with additional liquidity if needed.

Key Energy Services, Inc. is headquartered in Midland, Texas.


KMART CORP: Sears Relates HQ Relocation Cost & Benefit Estimates
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 12,
2005, Sears Holdings Corporation's wholly owned subsidiaries,
Sears, Roebuck and Co., in Hoffman Estates, Illinois, and Kmart
Holding Corporation in Troy, Michigan, have commenced
organizational restructurings related to functions at their home
offices, as a result of their business combination.

             Sears Holdings Discloses Cost Estimates

In a filing with the Securities and Exchange Commission on
June 2, 2005, William K. Phelan, vice president and controller of
Sears Holdings Corporation, disclosed that Sears Holdings has
determined the total relocation costs and termination benefits
related to the relocation or termination of affected Kmart
employees.

Mr. Phelan said the total relocation costs and termination
benefits is estimated to be $60 million with:

   * $30 million for relocation-related costs; and
   * $30 million for termination-related benefits.

Sears Holdings estimates that cash expenditures will be incurred
in the full amount of the charge.

                  300 Employees to be Relocated

Sears Holdings reported in a separate filing with the SEC on
June 7, 2005, that approximately 70 individuals had been notified
prior to April 30, 2005, that their positions would be eliminated
by June 2005.  Subsequent to the end of the first quarter, Sears
Holdings notified approximately 1,400 additional Kmart employees
that either their positions would be eliminated or their positions
would be relocated to Sears Holdings' headquarters in Hoffman
Estates, Illinois, or its transaction processing center in Dallas,
Texas.

Approximately 300 have accepted the relocation offer.  The total
cost related to the relocation or severance, benefits and
outplacement services associated with the 1,400 individuals is
currently estimated to be $57 million.

According to Mr. Phelan, the actual costs are dependent on the
number of associates who ultimately accept the relocation offers
and the number of associates who remain with Sears Holdings
through a transition period.

During the first quarter 2005, Sears Holdings recorded a
$3 million pretax charge related to employee termination costs
associated with former Kmart employees impacted by its home office
integration efforts.  The balance of the charge will be recorded
over the next several months in accordance with the Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LACLEDE STEEL: Administrative Claims Bar Date Is July 1
-------------------------------------------------------
The Honorable Barry S. Schermer of the U.S. Bankruptcy Court for
the Eastern District of Missouri confirmed the Second Amended
Liquidating Plan of Reorganization proposed by Laclede Steel
Company and its Official Committee of Unsecured Creditors on May
19, 2005.  The Plan took effect by its own terms on May 30, 2005.

As reported in the Troubled Company Reporter on May 24, 2005, the
Plan transfers the Debtor's assets to a Plan Committee consisting
of the members of the Official Committee of Unsecured Creditors.
The Plan Committee will complete the liquidation and will
administer all Distributions to be made under the Plan.  The  Plan
Committee will also file objections to Claims.

The Official Unsecured Creditors Committee is currently comprised
of:

   * Terry L. Freeman of Metals USA, Inc.;
   * Mike Horn of Ameren UE;
   * David R. Jury of the United Steelworkers of America;
   * Daniel Brennen of PSC Metals, Inc.;
   * David J. Krozier of Sharon Tube Company; and
   * Joseph Kerola of P.I.I. Motor Express, Inc.

Mr. Freeman chairs the Committee.  Under Section 5.1 of the Plan,
the Plan Committee may add members or remove members in its
reasonable discretion.

Unless the Plan Committee otherwise elects, it will continue to be
represented by Steven Goldstein, Esq., and Robert A. Breidenbach,
Esq., at the law firm of Goldstein & Pressman, P.C., which
currently serves as counsel to the Official Committee of Unsecured
Creditors.

From and after the Effective Date of the Plan, the Debtor will
remain in existence only to the extent necessary to allow the Plan
Committee to liquidate the Debtor's remaining estate, make
Distributions under the Plan, and wind up the Debtor's affairs.
Upon confirmation of the Plan, all of the Debtor's outstanding
stock will be cancelled.  The Debtor will be dissolved.

           Creditor Recoveries & Treatment of Claims

Holders of general unsecured claims will receive a pro rata share
of what's left of the Debtor's estate after:

   * administrative claims,
   * secured claims, and
   * unsecured priority claims

are paid in full.

Holders of equity interests will not receive anything.

Because the Debtor is liquidating rather than reorganizing, it
will not receive a discharge under 11 U.S.C. Sec. 1141.  However,
creditor' recoveries against the Debtor will be limited to the
amounts recovered under the Plan.

                    Administrative Bar Date

Requests for payment of any Administrative Claims must be filed
and served by July 1, 2005.  The Professionals must file and serve
their Final Fee Applications by July 31, 2005.

One of only three full-line producers of continuous-weld pipe in
the United States at the time, Laclede Steel Company sought
chapter 11 protection for a second time on July 27, 2001 (Bankr.
E.D. Mo. Case No. 01-48321).  The company disclosed more and
$100 million in assets and liabilities at the time of the filing.
Over the past three and half years, the Company has closed its
facilities, conducted going concern sales and liquidated most of
its real property and other assets for the benefit of its
creditors.  Lloyd A. Palans, Esq., Christopher J. Lawhorn, Esq.,
David M. Unseth, Esq., and Cullen K. Kuhn, Esq., at Bryan Cave
LLP, represented the Debtor.


LIFEPOINT HOSPITALS: Inks $192 Million Credit Pact with Lenders
---------------------------------------------------------------
LifePoint Hospitals, Inc. (NASDAQ: LPNT), as Borrower, entered
into a new $192 million SENIOR SUBORDINATED CREDIT AGREEMENT,
dated as of June 15, 2005, with CITICORP NORTH AMERICA, INC., as
Administrative Agent and Lender, and CITIGROUP GLOBAL MARKETS
INC., as Sole Lead Arranger and Sole Bookrunner.

The proceeds of the borrowing were loaned to LifePoint Hospitals'
wholly owned subsidiary, Historic LifePoint Hospitals, Inc., and
are being used by Historic LifePoint to pay the redemption price
for $185,126,000 outstanding principal amount of its 4-1/2%
Convertible Subordinated Notes due 2009.  As previously announced,
the notes were called for redemption at a redemption price of
102.571% of the principal amount, plus accrued and unpaid interest
to, but excluding, the redemption date, which is June 15, 2005.

Prior to the redemption date, holders of approximately $35,874,000
in aggregate principal amount of the 4-1/2% Convertible Senior
Notes Due 2009 of Historic LifePoint have elected to convert their
notes into an aggregate of 757,482 shares of common stock, par
value $0.01 per share, of LifePoint Hospitals.  After giving
effect to such elections to convert, the aggregate total
redemption price to be paid to holders of such notes is
$190,209,559.96, including $323,970.50 of accrued and unpaid
interest to, but excluding, the redemption date.

The senior subordinated credit agreement matures in 2013 without
amortization and bears interest, at LifePoint Hospitals' option,
initially at a rate of ABR plus 2.50% or LIBOR plus 3.50%, in each
case plus 0.50% after each quarter, with a maximum rate of 9% (for
ABR) and 10% (for LIBOR).  The senior subordinated credit facility
is guaranteed on a senior subordinated basis by all subsidiaries
of LifePoint Hospitals, which guaranty its obligations under the
existing senior credit agreement.  LifePoint presently intends,
depending on market and general economic conditions and other
relevant factors, to refinance this facility with other
subordinated or senior subordinated financing, which may include
securities convertible into LifePoint Hospitals common stock.

Lawyers at Cahill Gordon & Reindel LLP represent the Lenders in
this transaction.

                        About the Company

LifePoint Hospitals, Inc., is a leading hospital company focused
on providing healthcare services in non-urban communities, with 50
hospitals, approximately 5,285 licensed beds and combined revenues
of approximately $1.9 billion in 2004.  Of the combined 50
hospitals, 46 are in markets where LifePoint Hospitals is the sole
community hospital provider.  LifePoint Hospitals' non-urban
operating strategy offers continued operational improvement by
focusing on its five core values: delivering high quality patient
care, supporting physicians, creating excellent workplaces for its
employees, providing community value and ensuring fiscal
responsibility.  Headquartered in Brentwood, Tennessee, LifePoint
Hospitals is affiliated with approximately 18,000 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 8, 2005,
Moody's Investors Service affirmed the ratings of LifePoint
Hospitals, Inc.'s proposed offering of a $1.550 million senior
secured credit facility in connection with its proposed
acquisition of Province Healthcare Company.  The ratings follow an
announcement by the company that the originally proposed senior
secured Term Loan B of $1,100 million would be increased to
$1,250 million.  The originally proposed $300 million revolving
credit facility will remain in place and undrawn.  Moody's also
affirmed the company's other ratings; the outlook remains stable.

Moody's had anticipated that LifePoint Hospitals, Inc., would
complete a second phase of financing in order to fund the
acquisition of Province.  Moody's now expects the financing of the
acquisition to be completed the through the increased credit
facility and cash on hand.

Below is a summary of Moody's actions:

LifePoint Hospitals, Inc. (parent):

    Affirmed Ba3 rating to proposed $1,250 million senior secured
     Term Loan B (originally proposed at $1,100 million)

    Affirmed Ba3 rating on proposed $300 million senior secured
     revolving credit facility

    Affirmed Ba3 senior implied rating

    Affirmed B2 senior unsecured issuer rating

LifePoint (former parent):

    Affirmed B3 rating on $221 million ($250 million prior to the
     repurchase of $29 million of notes during 2004) 4.50%
     convertible subordinated notes due 2009, rated B3

Moody's said the ratings outlook is stable.


MAGNOLIA LLC: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Magnolia LLC
        c/o Robert C. Heifner
        437 East State Street
        Newcomerstown, Ohio 43832

Bankruptcy Case No.: 05-63443

Chapter 11 Petition Date: June 15, 2005

Court: Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Edwin H. Breyfogle, Esq.
                  11 Lincoln Way West
                  Lincoln Professional Building, #2B
                  Massillon, Ohio 44647
                  Tel: (330) 837-9735

Total Assets: $1,802,370

Total Debts:  $420,208

Debtor's 11 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Sky Bank                                        $225,000
4767 Munson Street Northwest
Canton, OH 44718

First National Bank of Dennison                  $65,066
105 Grant Street
Dennison, OH 44621

Allen Milarcik                                   $41,000
2754 Pine Drive Northeast
New Philadelphia, OH 44663

Ben Cookson                                      $40,000

Kaufman Realty                                   $17,000

Charlotte Heifner                                $11,000

Civil Design Association                         $10,000

Dutch Valley                                      $9,300

Bair Goodie & Association                         $1,092

Charles Snyder Company                              $500

Robert Weiler Company                               $250


MASTR REPERFORMING: Moody's Rates $985,000 Class B4 Certs. at Ba2
-----------------------------------------------------------------
Moody's Investors Service has assigned Aaa to B2 ratings to the
senior and subordinate classes of the MASTR Reperforming Loan
Trust 2005-1 Mortgage Pass-Through Certificates, Series 2005-1.
The transaction consists of the securitization of FHA insured and
VA guaranteed reperforming loans virtually all of which were
repurchased from GNMA pools.

The credit quality of the mortgage loans underlying the
securitization is comparable to that of mortgage loans underlying
subprime securitizations.  However, after the FHA and VA insurance
is applied to the loans, the credit enhancement levels are
comparable to the credit enhancement levels for prime-quality
residential mortgage loan securitizations.  The insurance covers a
large percent of any losses incurred as a result of borrower
defaults.

The Federal Housing Administration is a federal agency within the
Department of Housing and Urban Development whose mission is to
expand opportunities for affordable home ownership, rental
housing, and healthcare facilities.  The Department of Veterans
Affairs, formerly known as the Veterans Administration, is a
cabinet-level agency of the federal government.  The rating of
this pool is based on the credit quality of the underlying loans
and the insurance provided by FHA and the guarantee provided by VA
Specifically, about 79.8% of the loans have insurance provided by
FHA, 19.6% from the VA, and 0.6% from the Rural Housing Service.
The rating is also based on the structural and legal integrity of
the transaction.

The complete rating action is:

MASTR Reperforming Loan Trust 2005-1

  Class Amount Rating

    * 1A1 $86,487,000 Aaa
    * 1A2 $85,691,000 Aaa
    * 1A3 $71,663,000 Aaa
    * 1A4 $32,783,000 Aaa
    * 1A5 $24,406,000 Aaa
    * PO $2,281,114 Aaa
    * AX Notional Aaa
    * 2A1 $15,474,000 Aaa
    * B1 $2,957,000 Aa2
    * B2 $1,806,000 A2
    * B3 $1,971,000 Baa2
    * B4 $985,000 Ba2
    * B5 $822,000 B2


MCI INC: Shareholders Commence Proxy Battle Against Verizon Deal
----------------------------------------------------------------
Deephaven Capital Management LLC is soliciting proxy statements
from MCI, Inc.'s shareholders to vote against MCI's $26-a-share
deal with Verizon when the Company will seek the shareholders'
votes.

This is not the first time shareholders rooted for Qwest
Communications to go back to the negotiating table to revive its
bid.  As reported in the Troubled Company Reporter on May 11,
2005, the Company's largest shareholders want Qwest Communications
International, Inc., to continue its pursuit to acquire MCI.
These shareholders include Fairholme Capital Management LLC,
Elliot Associates LP and Omega Advisors, Inc.

Verizon took away the Company's yes vote after a heated bidding
war that started early this year.  But some of the shareholders
did not like the board's decision and took legal action against
the Company, its Board, and Verizon.

The Class Action Reporter reported on June 9, 2005, an individual
shareholder filed a putative class action on behalf of himself and
all shareholders of the Company against the Company and all of the
individual members of the Board of Directors in Chancery Court in
the State of Delaware.

The lawsuit also names Verizon as a defendant.  The lawsuit
alleges that the Company and the Board of Directors breached their
fiduciary duties to shareholders in entering into the Merger
Agreement with Verizon rather than accepting the merger proposal
propounded by Qwest.  As a remedy, the shareholder wants the Court
to issue an injunction prohibiting consummation of the Merger
Agreement.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 87; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services placed its ratings on Denver,
Co.-based diversified telecommunications carrier Qwest
Communications International, Inc., and subsidiaries, including
the 'BB-' corporate credit rating, on CreditWatch with negative
implications.  This follows the company's counter bid to Verizon
Communications, Inc., for long-distance carrier MCI, Inc., for
$3 billion in cash and $5 billion in stock.  MCI also has about
$6 billion of debt outstanding.

The ratings on MCI, including the 'B+' corporate credit rating,
remain on CreditWatch with positive implications, where they were
placed Feb. 14, 2005 following Verizon's announced agreement to
acquire the company.  The positive CreditWatch listing for the MCI
ratings reflects the company's potential acquisition by either
Verizon or Qwest, both of which are more creditworthy entities.
However, the positive CreditWatch listing of the 'B+' rating on
MCI's senior unsecured debt assumes no change to the current MCI
corporate and capital structure under an assumed acquisition by
Qwest, such that this debt would become structurally junior to
other material obligations.

"The negative CreditWatch listing of the Qwest ratings reflects
the higher business risk at MCI if its bid is ultimately
successful," explained Standard & Poor's credit analyst Catherine
Cosentino.  As a long-distance carrier, MCI is facing ongoing
stiff competition from other carriers, especially AT&T Corp.
Moreover, MCI is considered to be competitively disadvantaged
relative to AT&T in terms of its materially smaller presence in
the enterprise segment and fewer local points of presence -- POPs.
The latter, in particular, results in higher access costs relative
to AT&T.  Qwest also faces the challenge of integrating and
strengthening MCI's operations while improving its own
underperforming, net free cash flow negative long-distance
business.  These issues overshadow the positive aspects of Qwest's
incumbent local exchange carrier business that were encompassed in
the former developing outlook.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Moody's Investors Service has placed the long-term ratings of MCI,
Inc., on review for possible upgrade based on Verizon's plan to
acquire MCI for about $8.9 billion in cash, stock and assumed
debt.

These MCI ratings were placed on review for possible upgrade:

   * B2 Senior Implied
   * B2 Senior Unsecured Rating
   * B3 Issuer rating

Moody's also affirmed MCI's speculative grade liquidity rating at
SGL-1, as near term, MCI's liquidity profile is unchanged.

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications. The action
affects approximately $6 billion of MCI debt.

As reported in the Troubled Company Reporter on Feb. 16, 2005,
Fitch Ratings has placed the 'A+' rating on Verizon Global
Funding's outstanding long-term debt securities on Rating Watch
Negative, and the 'B' senior unsecured debt rating of MCI, Inc.,
on Rating Watch Positive following the announcement that Verizon
Communications will acquire MCI for approximately $4.8 billion in
common stock and $488 million in cash.


MERIDIAN AUTOMOTIVE: Court Okays $10 Mil. Advance to Foreign Units
------------------------------------------------------------------
Judge Walrath authorizes Meridian Automotive Systems, Inc., and
its debtor-affiliates to advance funds to:

   * Meridian Mexico, in an amount up to, but not more than,
     $8,500,000;

   * Volpex, in amount up to, but not more than, $200,000; and

   * Meridian Brazil, in an amount up to, but not more than
     $1,000,000.

The Official Committee of Unsecured Creditors will have 20 days
from the date of delivery of any report, indicating that any of
the funds were advanced by a Debtor to a Foreign Subsidiary in
the prior month, to object to the propriety of any advance,
including, without limitation, on the grounds of lack of
reasonably equivalent value.

Judge Walrath requires the Debtors to, within 10 business days
following the end of each calendar month, provide the Committee's
financial advisors with a report that will:

   -- show all transfers made between any Debtor and any Foreign
      Subsidiary to any other Foreign Subsidiary during the prior
      month;

   -- disclose any transfer made by any Foreign Subsidiary to any
      other Foreign Subsidiary during the prior month;

   -- reveal all Intercompany Claims and Intercompany
      Transactions among the Debtors arising during the prior
      month;

   -- identify all the transfers on an aggregate, net basis; and

   -- identify the type and purpose of any transfer.

Judge Walrath grants administrative priority status to
Intercompany Claims arising as a result of Intercompany
Transactions among the Debtors; provided that:

  (a) any interest, fees or other charges pertaining to the
      Intercompany Claims will not be afforded administrative
      priority status; and

  (b) the Committee will have 20 business days from the delivery
      of any Report to object to the granting of administrative
      priority status.

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: Court Says Utilities Adequately Assured
------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to prohibit Utility Companies from:

    -- discontinuing, altering, or refusing service to the
       Debtors on account of any unpaid prepetition charges; or

    -- requiring the payment of a deposit or receipt of another
       security from the Debtors in connection with any unpaid
       prepetition charges.

As previously reported in the Troubled Company Reporter on
May 5, 2005, the Debtors seek permission not to provide any
deposits or any other forms of security to the Utility Companies
because:

   (x) their history of timely payment of prepetition invoices
       received from the Utility Companies and their current and
       projected available funds,

   (y) the security deposits they provided to many of the Utility
       Companies prior to the Petition Date, and

   (z) the administrative expense priority afforded to the Utility
       Companies for any unpaid postpetition services together
       constitute adequate assurance of payment.

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: MERI Withdraws Objections With Prejudice
-------------------------------------------------------------
MERI (NC) LLC leases a non-residential real property in
Salisbury, North Carolina, to Meridian Automotive Systems, Inc.
In 2002, Meridian assigned the lease to Debtor Meridian
Automotive Systems - Heavy Truck Operations, Inc.

MERI objected to Meridian Automotive Systems, Inc., and its
debtor-affiliates' requests to:

   (i) obtain postpetition financing, and

  (ii) advance funds to non-debtor foreign subsidiaries because
       they adversely affect MERI's interests in the Salisbury
       Lease.

To resolve the objections, the Debtors and MERI agree that:

   (1) MERI will receive a $197,000 security deposit with respect
       to any of its postpetition claims arising out of the
       Debtors' postpetition payment defaults under the Salisbury
       Lease;

   (2) the Debtors will receive a refund of the Security Deposit
       in full less the amount used to satisfy uncured
       postpetition payment arrearages under the Salisbury Lease
       at the earliest of the time (x) the Salisbury Lease is
       assumed and all cure amounts due and owing paid to MERI or
       (y) the Salisbury Lease is rejected;

   (3) the Debtors will have 45 days from the receipt of a
       written notice of postpetition lease payment default to
       assume or reject the Salisbury Lease;

   (4) other than a possible $10,000 prepetition claim, there are
       no payments due and owing to MERI; and

   (5) MERI's objections are deemed withdrawn with prejudice.

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).


METALFORMING TECH: Files for Chapter 11 Protection in Delaware
--------------------------------------------------------------
Metalforming Technologies, Inc., and eight affiliates filed for
chapter 11 protection in the U.S. Bankruptcy Court for the
District of Delaware in order to:

   -- further stabilize their day-to-day operations and finances;

   -- obtain a moratorium of their indebtedness;

   -- preserve the going concern value of their businesses; and

   -- avail themselves of the financing provisions of the
      Bankruptcy Code,

while implementing the contemplated marketing and sale of their
businesses within a chapter 11 proceeding.

The Debtors experienced liquidity shortfalls as a result of
specific industry conditions, including reduced demand in the
automotive industry, and increased costs.  Consequently, the
Debtors' profitability has declined over the past three fiscal
years with the most pronounced reductions occurring in 2004.

The Debtors' owe $44 million under a senior secured term loan
facility with the Canadian Imperial Bank of Commerce as
administrative agent for a group of lenders.  The Debtors also
have miscellaneous unsecured debt in excess of $52 million.

Patriarch Partners, LLC, and its affiliates hold approximately 52%
outstanding common equity interest of MTI, 55% of the Debtors'
outstanding indebtedness under the Prepetition Term Loans and 75%
of the Debtors' indebtedness under the Prepetition Revolving
Credit Facility.

                        Asset Sale

The Debtors ask the Bankruptcy Court to approve certain bidding
procedures for a proposed sale of their assets.  The Debtors
intend to sell MTI, Crescive Die & Tool, Inc., Northern Tube,
Inc., and Metalform Industries, Inc., to Zohar Tubular
Acquisition, LLC, an affiliate of Patriarch Partners, LLC, for
$25 million in cash and the assumption of certain liabilities.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates, filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


METALFORMING TECH: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Metalforming Technologies, Inc.
             980 North Michigan Avenue, Suite 1000
             Chicago, Illinois 60611

Bankruptcy Case No.: 05-11697

Debtor affiliates filing separate chapter 11 petitions:

  Entity                                                 Case No.
  ------                                                 --------
  MTI Holding Corporation                                05-11698
  Metalform Industries, Inc.                             05-11699
  Crescive Die & Tool, Inc.                              05-11700
  Northern Tube, Inc.                                    05-11701
  Flint Manufacturing Company                            05-11702
  Johnson Stamping, Inc.                                 05-11703
  MTI - Indiana, Inc.                                    05-11704
  Metalforming Technologies De Mexico, S De R.L. De C.V. 05-11705

Type of Business: The Debtors manufacture complex metal formed
                  subsystems and assemblies, including, but not
                  limited to, seating components, stamped and
                  welded powertrain components, closure systems,
                  HVAC components, safety components like airbag
                  housings, complex tubing components, including
                  structural frame components and charge air
                  tubing assemblies for automobiles and light
                  trucks.

Chapter 11 Petition Date: June 16, 2005

Court: District of Delaware

Judge: Peter J. Walsh

Debtors'
Bankruptcy
Counsel:          Proskauer Rose LLP

Debtors'
Local Counsel:    Joel A. Waite, Esq.
                  Robert S. Brady, Esq.
                  Sean Matthew Beach, Esq.
                  Young Conaway Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Debtors'
Investment
Banker:           Conway, Del Genio, Gries & Company, LLC

Debtors'
Financial
Advisors:         W.Y. Campbell & Company

Debtors'
Claims &
Noticing Agent:   Bankruptcy Services LLC

Consolidated Financial Condition as of May 1, 2005:

      Total Assets: $108,000,000

      Total Debts:  $111,000,000

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Chrysler Corporation             Trade Debt           $2,764,771
800 Chrysler Drive East
Auburn Hills, MI 48326-2757
Attn: Dan DeMare
Tel: (248) 376-3514

Olympic Steel Lafayette, Inc.    Trade Debt           $1,246,369
3600 North Military Street
Detroit, MI 48210
Attn: Dave Frink
Tel: (313) 894-4552

Thermopol Inc.                   Trade Debt           $1,152,810
13 Interstate Drive
Somersworth, NH 03878-1235
Attn: Gail Wilson
      Bill McDill
Tel: (603) 692-6300

Aluminum Company of America      Trade Debt           $1,099,044
36555 Corporate Drive
Suite 185 MD2W
Farmington Hill, MI 48331
Attn: Colleen Spillard
Tel: (248) 489-4372

ORCA Steel Processing            Trade Debt           $1,138,417
19800 Gibraltar Road
Gibraltar, MI 48173
Attn: Bill Brody
Tel: (734) 675-0771

Rebel Steel, Inc.                Trade Debt             $541,041
1720 J.P. Hennessy Drive
Lavergne, TN 37086
Attn: Jim Nichols
Tel: (615) 641-9841

Future Tool & Die, Inc.          Trade Debt             $518,130
3115 Dixie Southwest
Grandville, MI 49418
Attn: Dennis Bosch
Tel: (616) 534-1194

MST Steel Corporation            Trade Debt             $457,745
24417 Groesbeck Highway
Warren, MI 48089
Attn: Joe Heilbronn
Tel: (586) 773-5460

LG International (America) Inc.  Trade Debt             $410,625
17777 Center Court Drive
Suite 600
Cerritos, CA 90703
Attn: AR Department
Tel: (562) 483-8000

Kerry Steel                      Trade Debt             $402,866
31731 Northwestern Highway
Suite 200
Farmington Hills, MI 48334
Attn: Kerry Nagle
Tel: (248) 352-0000

Clinton Machine Inc.             Trade Debt             $353,522
1300 South Main Street
Ovid, MI 48866
Attn: Terry Loznak
Tel: (989) 834-2235

Southwestern Ohio Steel Inc.     Trade Debt             $333,286
9050 Centere Point Drive
Suite 200
P.O. Box 8712
West Chester, OH 45071-5712
Attn: Joan Noble-Chuhak
Tel: (800) 424-5178 ext. 2771

Dayton Steel Service Inc.        Trade Debt             $326,690
3911 Dayton Park Drive
Dayton, OH 45414
Attn: Dave Berie
Tel: (800) 968-6940

The Worthington Steel Company    Trade Debt             $311,068
1152 Industrial Boulevard
Louisville, KY 40219
Attn: Shawn Mayhew
Tel: (859) 258-9818

Brampton Foundries Ltd.          Trade Debt             $279,697
246 Rutherford Road South
Brampton, Ontario L6W 3N3
CANADA
Attn: Graham Thayer
Tel: (905) 453-6044

Hydrodynamic Technologies        Trade Debt             $252,200
30 Silverdome Industrial Park
Pontiac, MI 48342
Attn: Kevin Webb
Tel: (248) 332-5108

Nara Mold & Die/Woori Bank       Trade Debt             $249,423
50-1 Sung Ju-Dong Changwon City
Gyeong Nam, Korea

Midwest Products Finishing Inc.  Trade Debt             $247,562
6194 Section Road
Ottawa Lake, MI 49267

Pinecrest Engineering Inc.       Trade Debt             $247,250
1555 M-37 South
Traverse City, MI 49684

Steel Technologies               Trade Debt             $239,354
15415 Shelbyville Road
Louisville, KY 40253

City of Milan                    Trade Debt             $222,671
147 Wabash Street
Milan, MI 48160


Horizon Steel Company            Trade Debt             $219,434
50390 Utica Drive
Shelby Township, MI 48315

City of Saline                   Trade Debt             $185,971
100 North Harris
Saline, MI 48176

Marubeni-Itochu Steel AM         Trade Debt             $185,150
450 Lexington Avenue
New York, NY 10017

Trimline Tool Inc.               Trade Debt             $178,848
4621 Spartan Industrial Drive
Grandville, MI 49418

Gibraltar Steel Corporation      Trade Debt             $173,340
2601 Cambridge
Auburn Hills, MI 48326

Aisin Corporation                Trade Debt             $162,435
46501 Commerce Center Drive
Plymouth, MI 48170

Bon L. Canada Inc.               Trade Debt             $157,465
500 Edward Avenue
Richmond Hill, Ontario L4C 4Y9

Fabricated Materials             Trade Debt             $156,256
2554 South Rochester Road
Rochester Hills, MI 48307

Eclipse Tool & Die               Trade Debt             $145,110
4713 Circuit Court
Wayland, MI 49348


METRIS COMPANIES: Plans a $30 Million Prepayment of Senior Notes
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) notified the Trustee of its
unsecured 10-1/8% senior notes, which are due July 2006, that
Metris intends to make an optional principal prepayment of
$30 million.  The payment is expected to be made on July 15, 2005.
The remaining principal outstanding on the original unsecured
senior notes will be $49.1 million as a result of this prepayment.

                      About the Company

Metris Companies Inc. (NYSE:MXT) --
http://www.metriscompanies.com/-- based in Minnetonka, Minn, is
one of the largest bankcard issuers in the United States.  The
Company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Phoenix,
Arizona.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 15, 2005,
Moody's Investors Service raised the ratings of Metris Companies,
Inc. (senior unsecured to B3 from Caa2) and its bank subsidiary
Direct Merchants Credit Card Bank NA (issuer to Ba3 from B1).  The
rating outlook is stable.  The rating agency said the upgrade
reflects the improvements in Metris's asset quality. These
improvements have led to positive earnings at the company as well
as the release of trapped cash from its securitization conduits,
and have also bolstered ABS investor confidence, giving the
company improved access to the securitization market and greater
funding flexibility.  The ratings action concludes a ratings
review begun on January 13, 2005.

These ratings were upgraded:

Metris Companies Inc.:

   * the rating for the senior unsecured notes due July 2006 to B3
     from Caa2.

Direct Merchants Credit Card Bank, N.A.:

   * the rating of the bank for long-term deposits to Ba2 from
     Ba3;

   * the issuerrating and rating for other senior long-term
     obligations to  Ba3 from B1; and

   * the financial strength rating to D from D-.


MID-STATE RACEWAY: Jeffrey Gural & TrackPower File Chapter 11 Plan
------------------------------------------------------------------
TrackPower, Inc. (OTCBB:TPWR) joined with Jeffrey Gural, Chairman
of international real estate management firm Newmark & Company
Real Estate Inc., to form Vernon Downs Acquisition, LLC, as a
vehicle to purchase Vernon Downs Racetrack out of Bankruptcy.
TrackPower and Mr. Gural have jointly filed a Chapter 11 Plan of
Reorganization together with Mid-State Raceway, Inc., the owner of
Vernon Downs, in the U.S. Bankruptcy Court for the Northern
District of New York.

The Chapter 11 Plan provides that Vernon Downs Acquisition, LLC,
will become the sole shareholder of Vernon Downs, but that prior
shareholders will be offered the opportunity to purchase ten (10%)
per cent of the membership interests in Vernon Downs Acquisition,
LLC.

If the Plan of Reorganization is approved by the Bankruptcy Court,
TrackPower and Mr. Gural will each contribute one-half of the
funding required and each will hold a one-half interest in the
track upon confirmation, subject to the 10% buy-back for former
shareholders.

Jeffrey Gural has previously been the Bankruptcy Court approved
lender to the Mid-State Raceway for $1,200,000 to meet its on-
going operating costs while the Bankruptcy is pending.  Pursuant
to the agreement between TrackPower and Mr. Gural, Trackpower has
provided one-half of the funds necessary for this lending
facility.

As part of the Reorganization, Mid-State Raceway has reached a
settlement with the Harness Horse Association of Central New York,
Inc., which is the Horsemen's Association.  Under the Agreement
approved by Bankruptcy Court, Mid-State will pay certain
outstanding debts to unpaid Horsemen, fund the Purse Reserve
Account $384,313 and pay certain administrative expenses to the
Association.  This settlement clears a major obstacle to resuming
racing at Vernon Downs.  The Bankruptcy Court approved the funding
of this settlement on June 15, 2005.

Vernon Downs Raceway is the oldest harness track in the State of
New York.

Mr. Gural is a major owner and breeder of Standardbred racehorses
and has a breeding farm in Stanfordville, New York.

TrackPower has already partnered with Mr. Gural in the acquisition
of Tioga Downs Racetrack located in Nichols, New York.
Renovations of the track and buildings at Tioga Downs are underway
and the developers expect to engage in harness racing in April of
2006.  Tioga Downs currently has a Track and a Simulcast License
application pending before the New York State Racing and Wagering
Board.

TrackPower also disclosed that the County of Tioga legislature has
authorized racing and gaming at the Tioga Downs property.  Under
New York State Law video lottery terminals have not previously
been approved at Tioga Downs.  In a vote of eight to one, the
local representatives passed the enabling legislation to allow
horse racing and gaming in the form of VLTs on the Tioga Downs
property.

John Simmonds, Chairman of TrackPower, and Jeffrey Gural expressed
enthusiasm for the concept of operating two tracks in Central New
York.  The two tracks are approximately 140 miles apart and serve
different markets.  Yet, these tracks are close enough to share
resources of management, horses and horsemen, resulting in
significant savings for all parties.

It is anticipated that the tracks will develop complimentary
schedules which will allow the horsemen a greater number of racing
days without traveling to other parts of the country.

As part of the development of these two tracks, Mr. Gural has
spearheaded the passage of legislation which provides for a
greater participation of the Tracks in the takeout share of VLT
proceeds and should allow for greater promotional activities
which, in turn, will increase revenue for the State of New York.

                        About TrackPower, Inc.

TrackPower, upon completion of this transaction will own Tioga
Downs. Tioga Downs is located in Nichols, N.Y. on the new
Interstate 86 between Binghamton and Corning. Tioga Downs is
situated on 130 acres and was home to a state-sanctioned Quarter
Horse racetrack. This facility is being redeveloped into a harness
track and a 750-machine VLT casino.

Headquartered in Vernon, New York, Mid-State Raceway, Inc., dba
Vernon Downs -- http://www.vernondowns.com/-- operates a
racetrack, restaurant and gaming resort.  The Company and its
debtor-affiliate filed for chapter 11 protection on August 11,
2004 (Bankr. N.D.N.Y. Case No. 04-65746).  Lee E. Woodard, Esq.,
at Harris Beach LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection, they listed
estimated debts of $10 million to $50 million but did not disclose
its assets.


MIRANT CORP: Court OKs $85M Wrightsville Sale to Arkansas Electric
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allows Mirant Corporation and its debtor-affiliates to sell their
Wrightsville Assets to Arkansas Electric Cooperative Corporation
for $85 million

                       Wrightsville Assets

Mirant Corporation, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., are parties to a joint
development venture with Kinder Morgan Power Company.  The
parties agreed to construct and operate a nominal 548 megawatt
gas-fired combined cycle power generating facility located in
Wrightsville, Arkansas.  The development, construction and
operation of the Facility were organized through Wrightsville
Power Facility, LLC, while funding for the Facility was organized
through Wrightsville Development Funding LLC.

Wrightsville Management and Wrightsville Investment own a 51%
interest in both WPF and WDF, while Kinder owns a 49% interest in
each entity.  Mirant Americas, Inc. owns 100% of the common stock
of each of Wrightsville Management and Wrightsville Investment.

On October 15, 2004, the parties executed a letter of intent.
After extensive negotiations, the parties entered into an Asset
Purchase and Sale Agreement, with a purchase price of $85,000,000
for the Assets.  AECC will assume certain liabilities arising out
of the ownership or operation of the Facility, excluding real and
personal property taxes for any period prior to January 1, 2006.
The Sale Agreement supersedes and replaces the LOI in its
entirety.

                        Pay Which Debtor?

Judge Lynn orders Wrightsville Power Facility, LLC, Wrightsville
Development Funding LLC, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., to designate which of the
Debtors is to be paid the Purchase Price by Arkansas Electric
Cooperative Corporation.  In the event that the Asset Sale occurs
prior to consummation of a confirmed Chapter 11 plan, and the
proceeds are to be allocated to any entity other than
Wrightsville Development, then the Debtors will provide to
Deutsche Bank Securities, Inc., notice designating which of the
Debtors is to be paid the Purchase Price by Arkansas Electric, on
or prior to the Closing Date.

On the Closing Date, all liens, claims, encumbrances and
interests against the Scheduled Assets will be removed and
stricken as against the Scheduled Assets, without Court's Order
or act of any party, provided that the Entergy Substation
Agreements and the Entergy Substation Rights will not be stricken
or removed.

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: Moody's Affirms C Rating on $8.73MM Class H Certs.
------------------------------------------------------------------
Moody's Investors Service affirmed or confirmed nine classes of
Morgan Stanley Capital I, Inc., Commercial Mortgage Pass-Through
Certificates, Series 1997-XL1 as:

   -- Class A-2, $54,309,678, Fixed, affirmed at Aaa
   -- Class A-3, $226,171,000, Fixed, affirmed at Aaa
   -- Class X, Notional, affirmed at Aaa
   -- Class B, $22,636,000, affirmed at Aaa
   -- Class C, $22,636,000, WAC, affirmed at Aaa
   -- Class D, $45,271,000, WAC, affirmed at Aa1
   -- Class E, $45,271,000, WAC confirmed at A2
   -- Class G, $26,408,000, WAC affirmed at Caa2
   -- Class H, $8,737,205, WAC, affirmed at C

As of the June 6, 2005 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 34.7%
to $492.9 million from $754.5 million at closing as a result of
the payoff of three loans, the liquidation of the Westgate Mall
Loan and amortization.  The five remaining loans range in size
from 3.9% to 24.3% of the pool based on current principal
balances.  Three of the eight remaining loans, which comprise
52.8% of the aggregate certificate balance, have defeased in their
entirety -- 605 Third Avenue, Edens & Avant Pool and FGS Pool
(Ashford Financial).

Three of the five non-defeased properties (Mansion Grove
Apartments, Fashion Mall and Mark Centers Pool) have exhibited
stable performance since Moody's last full review in April 2004.
The Grand Kempinski Hotel Loan has experienced deterioration in
cash flow and the mortgage securing the Westshore Mall Loan was
foreclosed in March 2005.

Moody's current loan to value ratio for the non-defeased portion
of the pool is 70.6%, compared to 71.0% at last review and
compared to 56.6% as of Moody's June 2001 review.  Class E was
placed on review for possible downgrade on January 26, 2005
pending the outcome of the two specially serviced loans and a full
review of all the loans in the pool.  Westgate Mall was liquidated
with a $13.9 million loss and the loss on the Westshore Mall is
expected to amount to approximately $6.0 million.  Moody's is
confirming Class E and affirming the remaining classes as the
ratings are appropriate given current pool performance and the
expected loss on the Westshore Mall.

The Mansion Grove Apartments Loan ($66.9 million - 13.6%) is
secured by an 876-unit multifamily property located in Santa
Clara, California.  The property has maintained occupancy levels
in excess of 94.0% for the past two years; however, the vacancy
rate for multifamily properties in the Santa Clara/North San Jose
submarket has increased from 3.6% to 4.3% since Moody's last full
review in April 2004.  Rental rates have decreased 1.8% during the
same period and have decreased 14.4% since Moody's July 2001
review.  The decrease in market rent is due primarily to weakness
in the technology sector, the primary economic engine for the
region.  Moody's LTV is 74.8%, compared to 76.0% at last review.
Moody's current shadow rating is Ba3, the same as at last review.

The Fashion Mall Loan ($59.1 million - 12.0%) is secured by a
leasehold interest in Keystone at the Crossing Fashion Mall, an
enclosed two-anchor regional mall located in the northern suburbs
of Indianapolis, Indiana.  The property is anchored by Saks Fifth
Avenue (Moody's senior unsecured rating B1; on review direction
uncertain) and Parisian (parent Saks Inc.) and contains
approximately 682,912 square feet, of which 349,222 square feet is
mall shop gross leasable area.  Saks Fifth Avenue replaced
Jacobson's in September 2003.  Property performance has been
stable.  In-line tenant sales for calendar year 2004 were in
excess of $500 per square foot.  The loan sponsor is Simon
Property Group, Inc. (Moody's senior unsecured rating Baa2;
positive outlook).  Moody's LTV is 43.4%, compared to 46.4% at
last review.  Moody's current shadow rating is Aa1, the same as at
last review.

The Grand Kempinski Hotel Loan ($48.2 million - 9.8%) is secured
by a 528-room hotel currently flagged as the Hotel
Intercontinental Dallas.  The hotel features extensive meeting and
banquet facilities and is located in north Dallas, Texas.  The
property has performed significantly below expectations and is
currently on the master servicer's watchlist.  For the 12-month
period ending December 2004, occupancy was 49.3% with RevPAR of
$52.66.  The borrower has been funding shortfalls for an extended
period of time.  Moody's LTV is in excess of 100.0%. Moody's
current shadow rating is Caa2, the same as at last review.

The Mark Centers Trust Portfolio Loan ($39.5 million - 8.0%) is
secured by 17 community and neighborhood retail shopping centers
located in tertiary markets in Pennsylvania, Alabama, South
Carolina, New York, Virginia, Georgia and Florida.  The Mark
Centers properties consist of approximately 2.3 million square
feet of gross leasable area.  The portfolio has performed as
expected despite declining occupancy.  As of the third quarter of
2004 the portfolio was 87.0% occupied, compared to 82.0% at last
review.  The decline in occupancy since securitization is due in
part to Ames having vacated approximately 184,000 square feet in
four separate locations. Re-leasing progress has been made.
Moody's LTV is 67.6%, compared to 70.8% at last review.  Moody's
current shadow rating is Ba3, the same as at last review.

The Westshore Mall Loan ($19.1 million - 3.9%) is secured by an
enclosed four-anchor regional mall located in Holland, Michigan,
approximately 35 minutes south of Grand Rapids.  The mall is
anchored by Younkers (parent Saks Incorporated), Sears (Moody's
senior unsecured shelf (P)Ba1; stable outlook) and J.C. Penney
(Moody's senior unsecured rating Ba1; stable outlook) and contains
143,034 square feet of in-line shop space, 26,087 square feet of
community shopping center space and 11,011 square feet of out
parcels.

The mortgage was foreclosed in March 2005 and a court appointed
receiver is in place.  The borrowers are affiliates of Ivanhoe,
Inc. (85.0% - Caisse de Depot et Placement du Quebec) and
Wilmorite, Inc. (15.0%).  Wilmorite was recently acquired by The
Macerich Company.  The borrower has a six month right of
redemption from the foreclosure date, delaying the ultimate
liquidation.  A recent appraisal indicates an as-is property value
in the range of $13.0 to $14.0 million.  Expert opinion has
indicated conversion to a big box format as the highest and best
use.


NEW MEXICO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: New Mexico Motor Speedway, Inc.
        5801 Mimosa Place Northeast
        Albuquerque, New Mexico 87111

Bankruptcy Case No.: 05-14845

Type of Business: The Debtor is a land developer.  The Debtor also
                  owns and operates a raceway.  James Michael
                  Jones, the Debtor's president, filed for chapter
                  7 liquidation on March 28, 2005, and his case is
                  pending before the Hon. Mark B. McFeeley (Bankr.
                  D. N.M. Case No. 05-12357).

Chapter 11 Petition Date: June 14, 2005

Court: District of New Mexico

Judge: James S. Starzynski

Debtor's Counsel: George 'Dave' Giddens, Esq.
                  Law Office of George 'Dave' Giddens, P.C.
                  10400 Academy Northeast, Suite 350
                  Albuquerque, New Mexico 87111
                  Tel: (505) 271-1053

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


NORTHWEST AIRLINES: Reorganizes Marketing & Sales Functions
-----------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) disclosed a reorganization of
its marketing and sales functions in order to better reflect the
airline's renewed commitment to developing travel products that
best serve the needs of its business and leisure customers.

Thomas J. Bach, vice president-market planning and Airlink, has
been named to the new position of vice president-network planning
& revenue management.

Mr. Bach will be responsible for the airline's worldwide route
planning and scheduling for Northwest and Northwest Airlink.  In
addition, he will be responsible for the revenue management group
including North American pricing, revenue analysis and yield
management optimization.  In this role, he will lead the
development and implementation of pricing strategies, automated
systems and marketing programs to maximize the revenue
contribution of the airline's North American route network
including Northwest Airlink.

Jim Cron, vice president-domestic pricing and yield management,
has been named vice president-passenger marketing and sales.  Mr.
Cron has also been named chief executive officer of MLT Vacations,
a wholly owned subsidiary of Northwest.

Mr. Cron will now be responsible for the company's passenger and
airline partner marketing, marketing and loyalty programs and
sales organizations.  At MLT, Mr. Cron will be responsible for
marketing Northwest's WorldVacations products, as well as other
leisure travel packages sold under the Worry-Free Vacations brand.
Crystal Knotek, vice president-reservations sales and services,
has been named vice president-reservations and customer care.

Ms. Knotek continues to be responsible for the management of the
airline's five domestic call centers.  In addition, she will now
lead Northwest's customer care organization that works with the
airline's customers to understand their needs and address any of
their concerns.

Messrs. Bach and Cron and Ms. Knotek will continue to report to
Tim Griffin, executive vice president-marketing and distribution.

"This consolidation of our marketing and sales activities under
the leadership of three long-serving Northwest executives is a
testament to their talent and their understanding of the changing
marketplace," Mr. Griffin said.  "Tom, Jim and Crystal have very
strong teams to support them as they work to ensure that we
continue to provide our customers with a strong route network that
offers a convenient schedule and competitive prices."

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

The carrier's reported losses since 2001.  It lost about
$458 million in the first quarter of 2005 and $878 million during
2004.

Northwest's junk-rated 7-7/8% Notes due March 15, 2008, trade for
less than 50-cents-on-the-dollar today.

Northwest Airlines Corp.'s common shares are trading below $6 this
week.  The stock was at $11 per share in December.


PACIFIC MAGTRON: Inks Interim Management Pact with Micro Tech.
--------------------------------------------------------------
Advanced Communications Technologies, Inc. (OTC Bulletin Board:
ADVC) and its majority owned subsidiary, Pacific Magtron
International Corporation (OTC Bulletin Board: PMIC), disclosed
that effective June 7, 2005, Pacific Magtron, Inc., an operating
subsidiary of Pacific Magtron International Corporation, has
signed a definitive Interim Management Agreement with Micro
Technology Concepts, Inc.  Micro Technology is a wholly owned
subsidiary of MTC Direct and a privately held California-based
distributor of storage and media products.  As a result, Pacific
Magtron, who is currently under Chapter 11 bankruptcy protection,
will be able to continue operations distributing computers,
peripherals and components to customers from its current location
in Milpitas, California.

Under the terms of the agreement, which was approved by the U.S.
Bankruptcy Court for the District of Nevada on June 15, 2005,
Micro Technology Concepts will, for a period of 60 days, or upon
earlier approval by the court of a proposed joint venture, manage
the operations of Pacific Magtron's business and supply the
company with merchandise to ensure ample inventory and
uninterrupted service to Pacific Magtron's customers.  In return,
Micro Technology Concepts will receive a fee in the form of a
percentage of the gross margin generated by Pacific Magtron's
sales.  Micro Technology Concepts is Pacific Magtron's largest
vendor and secured creditor, and has been the company's supplier
for several years.

The signed agreement provides an opportunity for Micro Technology
Concepts to expand its U.S. customer base.  Additionally, and
subject to approval by the court, both parties have agreed to
enter into a binding joint venture, to be named Pacific
Connections, LLC.  Under the terms of the joint venture, Pacific
Magtron will receive 50% of the profits generated by Pacific
Connections during its first two years of operations in return for
its trademarks, goodwill, customer relationships and access to
staff.  Pacific Magtron's profits generated by Pacific Connections
will be used to satisfy creditors of Pacific Magtron.  In
addition, Pacific Connections will assist in selling Pacific
Magtron's remaining inventory and collecting its accounts
receivables without additional fees.

Martin Nielson, chairman and chief executive officer of PMIC,
stated, "This new relationship with Micro Technology is an
important first step in the re-launch of the company and provides
the basis for a solution for Pacific Magtron's creditors."  Mr.
Nielson continued, "When the company filed for voluntary
bankruptcy because it could not continue operations, we were
determined to find an operating partner to manage our legacy
business and protect our creditors.  I am confident that Roy Han,
president of Micro Technology, and his team of motivated seasoned
professionals will prove to be a productive partner in serving our
customers while we work together to secure approval for Pacific
Magtron's reorganization plan."

"I believe that we are a superior fit for Pacific Magtron's
computer, peripheral and software distribution business," said Mr.
Han, adding, "I have been doing business with this company for
over ten years, so we already know that we can work well together,
which gives us an immediate advantage in making this effort
successful.  Restoring Pacific Magtron's customer service and
creating future value for our businesses under one company name
once the joint venture is consummated will be our collective
goal." Mr. Han said, "We are committed to supporting Pacific
Magtron's reorganization and look forward to working more closely
with their team."

Wayne Danson, president and chief executive officer of Advanced
Communications, said, "We have been working very closely with
PMIC's management and with Roy Han to bring this planned joint
venture to a proper conclusion.  This represents the first in a
series of new strategies that we intend to execute in support of
our overall plan and investment in PMIC."

                  About Advanced Communications

Advanced Communications Technologies, Inc. --
http://www.advancedcomtech.net/-- is a publicly traded New York
City-based technology and services holding company that, through
its majority owned subsidiary, Pacific Magtron International
Corporation, is a distributor of hardware components, computer
systems and software products and, through its wholly owned
subsidiary and principal operating unit Encompass Group
Affiliates, Inc., is a provider of board-level repair of technical
products to third-party warranty companies, OEMs, national
retailers and national office equipment dealers.  Service options
include advance exchange, depot repair, call center support, parts
and warranty management for office equipment, fax machines,
printers, scanners, laptop computers, monitors and multi-function
units, including high-end consumer electronics such as PDAs and
digital cameras.  Additionally, through its wholly owned
investment subsidiary Hudson Street Investments, Inc., Advanced
Communications makes strategic minority investments in public and
private companies.

Headquartered in Milpitas, California, Pacific Magtron
International Corp. -- http://www.pacificmagtron.com/--
distributes some 1,800 computer hardware, software, peripheral,
and accessory items that it buys directly from 30 manufacturers
like Creative Labs, Logitech, and Yamaha.  The Company, along with
its subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  Lenard E. Schwartzer, Esq.,
at Schwartzer & Mcpherson Law Firm, represents the Debtors in
their restructuring efforts.  As of Dec. 31, 2004, the Company
reported $11,740,700 in total assets and $11,105,200 in total
debts.


PEGASUS SATELLITE: Can Assume Fox TV Executory Contracts
--------------------------------------------------------
Pegasus Satellite Communications, Inc. and its debtor-affiliates'
Broadcast Assets include television stations they owned and
operated.  Three television stations are currently affiliates of
the Fox television network pursuant to certain Standard Network
Affiliation Agreements between Pegasus Broadcast Television, Inc.,
and Fox Broadcasting Company or Fox News Network, LLC:

   (a) WOLF-TV (Channel 56) located in Scranton, Pennsylvania;

   (b) WDSI-TV (Channel 61) located in Chattanooga, Tennessee;
       and

   (c) WTLH-TV (Channel 49) located in Tallahassee, Florida.

PBT and Fox also entered into Corollary Agreements for each
television station:

                                            Proposed
   Contract                                Cure Amount
   --------                                -----------
   Station Affiliation Agreement (WDSI)           -
   Station Affiliation Agreement (WOLF)           -
   Station Affiliation Agreement (WTLH)           -
   1998 NFL Supplemental Agreement (WDSI)    $5,226
   1998 NFL Supplemental Agreement (WOLF)     5,788
   1998 NFL Supplemental Agreement (WTLH)     4,651
   Prime-Time Inventory Purchase (WDSI)           -
   Prime-Time Inventory Purchase (WOLF)           -
   Prime-Time Inventory Purchase (WTLH)           -
   News Service Agreement (WDSI)                185
   News Service Agreement (WOLF)                293
   News Service Agreement (WTLH)                120

By this motion, the Debtors and Ocean Ridge Capital Advisors,
LLC, the Liquidating Trustee of The PSC Liquidating Trust
established under the Plan, seek the U.S. Bankruptcy Court for the
District of Maine's authority to assume the Fox Affiliation
Agreements.

The Debtors and the Liquidating Trustee intend to pay the cure
amounts related to the Fox Affiliation Agreements.

John P. McVeigh, Esq., at Preti, Flaherty, Beliveau, Pachios &
Haley, LLP, in Portland, Maine, tells the Court that the
Stations' continued relationship with Fox pursuant to the Fox
Affiliation Agreements is vital to the marketable value of the
Stations.

                          *     *     *

Judge Haines authorizes the Debtors to assume the Fox Affiliation
Agreements effective as of June 10, 2005.

In a stipulated order signed by the Court, the parties agree that:

   (a) the Cure Amount relating to Fox News will be $17,074,
       which includes amounts owed pursuant to the invoices
       payable for May and June 2005.

   (b) the Cure Amounts will be paid by July 25, 2005;

   (c) the Fox Entities will be forever barred from asserting
       any claims against the Debtors, the Reorganized Debtors or
       the Liquidating Trustee, or their successors or assigns,
       with respect to the Fox Affiliation Agreements; and

   (d) the Fox Affiliation Agreements will expire by their terms
       on June 30, 2005.  Any agreements entered into between the
       Fox Entities and the Reorganized Debtors after June 10,
       2005, will be deemed to be new agreements and will not be
       deemed to relate to, modify, amend, arise from, or have
       any relationship or affiliation to or with the current
       Agreements.

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)


PHEASANT BROOK: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pheasant Brook, LLC
        3125 South 4100 West
        Malad City, Idaho 83252

Bankruptcy Case No.: 05-41305

Chapter 11 Petition Date: June 16, 2005

Court: District of Idaho

Debtor's Counsel: Brent T. Robinson, Esq.
                  Ling, Robinson & Walker
                  615 H. Street, P.O. Box 396
                  Rupert, Idaho 83350
                  Tel: (208) 436-4717

Total Assets: $2,839,028

Total Debts:  $2,507,721

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Target Limited                Real property             $700,000
Lorne House
Castleton, Isle of Man
British Isles 1M91AZ

Lookout Point                 Crops                      $60,000
Subdivision LLC
476 heritage Park Blvd. #200
Layton, UT 84041

American Pump Co.             Trade debt - pump          $15,058
P.O. Box 267                  and pivot repairs,
Ucon, ID 83454-0267           hand lines

Hess Building Contractors     Trade debt - dozer          $1,245
                              Work and gravel

K.C. Oil                      Trade debt - fuel           $1,100

Hess Pumice Products          Trade debt - equipment        $945
                              repairs

Todd Hyde                     Trade debt - hand lines       $468
                              and parts

Hess Lumber                   Services charges on           $174
                              bills for materials
                              that have been paid

Stro's Electric, Inc.         Trade debt - well repairs     $122


PSYCHIATRIC SOLUTIONS: S&P Rates Proposed $325MM Term Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to Psychiatric Solutions Inc.'s proposed $325 million term
loan B due in 2012 and $150 million revolving credit facility due
in 2009.  A recovery rating of '3' also was assigned to the
secured loan, indicating the expectation for meaningful (50%-80%)
recovery of principal in the event of a payment default.  In
addition, Standard & Poor's assigned its 'B-' rating to the
company's proposed $150 million senior subordinated notes due in
2013.

Existing ratings on PSI, including the 'B+' corporate credit
rating, were affirmed.  All ratings were removed from CreditWatch,
where they were placed with negative implications March 11, 2005,
following the company's announcement of its intention to
predominantly debt finance its $560 million acquisition of Ardent
Health Services' portfolio of 20 behavioral hospitals.
The rating outlook is negative.

"The negative outlook reflects our concern regarding the
substantial debt burden PSI will face following the Ardent
transaction, and our belief that this will continue to be a key
rating factor for the next couple of years," said Standard &
Poor's credit analyst Jesse Juliano.  The company intends to use
the proceeds from the term loan B and subordinated notes,
$35 million of additional draw on the revolving credit facility,
$10 million of cash on hand, and $60 million of new PSI equity to
finance the $560 million acquisition and $20 million of related
fees and expenses.

The ratings on behavioral health care provider PSI reflect the
company's significant debt burden, the risks associated with its
aggressive acquisition strategy (such as the effective operation
of new assets), and the challenge of managing a much larger
entity.  PSI is also exposed to potential government reimbursement
changes.  These concerns are partially offset by the company's
position as one of the largest providers in the highly fragmented
behavioral health industry, its history of successful acquisitions
since 2003, and its record of exceeding Standard & Poor's
performance expectations.

After the transaction, PSI will provide behavioral health programs
through 54 owned or leased in-patient psychiatric facilities,
which will have more than 6,300 licensed beds.  The company also
provides management services for 42 psychiatric in-patient units
in acute care hospitals and in eight freestanding facilities.


R.F. CUNNINGHAM: Taps Holtz Rubenstein as Accountants
-----------------------------------------------------
R.F. Cunningham & Co., Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York for permission to employ Holtz
Rubenstein Reminick LLP as its accountants.

Holtz Rubenstein is familiar with the Debtor's financial history
and corporate make up because of its prepetition work for the
Debtor.

Holtz Rubenstein is expected to:

   a) prepare Federal and various state corporate tax returns of
      the Debtor;

   b) assist the Debtor in the preparation of monthly operating
      statements;

   c) review the Debtor's existing operating and accounting
      controls over billings, collections, purchase and cash
      disbursements and other matters as deemed necessary; and

   d) render other accounting, tax and consulting assistance as
      the Debtor deems necessary and appropriate.

Barry H. Garfield, at Holtz Rubenstein, discloses that the Debtor
paid his Firm a $50,000 retainer.  Mr. Garfield adds that his
current billing rate is $100 to $350 per hour.

To the best of the Debtor's knowledge, Holtz Rubenstein 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).  Harold S. Berzow,
Esq., at Ruskin Moscou Faltischek, P.C., represents the Debtor in
its restructuring efforts.  When The Debtor filed for protection
from its creditors, it listed $8,416,240 in total assets and
$10,218,229 in total debts.


SALOMON BROTHERS: Fitch Junks Ratings on 3 Mortgage Certificates
----------------------------------------------------------------
Fitch Ratings has taken rating actions on Salomon Brothers
Mortgage Securities VII, Inc., mortgage pass-through certificates:

   Series 2000-UP1

     -- Class A1, A2, PO affirmed at 'AAA';
     -- Class B-1 affirmed at 'AAA';
     -- Class B-2 affirmed at 'AA+';
     -- Class B-3 affirmed at 'BBB+';
     -- Class B-4 affirmed at 'BB';
     -- Class B-5 downgraded to 'CC' from 'CCC'.

   Series 2001-UP1 group 1

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

   Series 2001-UP1 group 2

     -- Class AV affirmed at 'AAA'
     -- Class BV-1 affirmed at 'AAA'
     -- Class BV-2 upgraded to 'AAA' from 'AA'
     -- Class BV-3 upgraded to 'AA' from 'A'
     -- Class BV-4 upgraded to 'BBB' from 'BB+'
     -- Class BV-5 upgraded to 'BB' from 'B'

   Series 2001-UP2 group 1 pool 1

     -- Class AF-1 and PO affirmed at 'AAA';
     -- Class BF-1 affirmed at 'AAA';
     -- Class BF-2 affirmed at 'AA';
     -- Class BF-3 affirmed at 'BBB';
     -- Class BF-4 affirmed at 'BB-';
     -- Class BF-5 remains at 'C'.

   Series 2001-UP2 group 1 pool 2

     -- Class AF-2 affirmed at 'AAA'.

   Series 2001-UP2 group 2

     -- Class AV affirmed at 'AAA';
     -- Class BV-1 affirmed at 'AA';
     -- Class BV-2 affirmed at 'A';
     -- Class BV-3 downgraded to 'BBB-' from 'BBB';
     -- Class BV-4 downgraded to 'CCC' from 'B+';
     -- Class BV-5 downgraded to 'CC' from 'CCC'.

The upgrades, affecting $6.51 million of outstanding certificates,
reflect increased credit enhancement relative to future loss
expectations.  The affirmations, affecting $126.56 million of
debt, reflect credit enhancement consistent with future loss
expectations.  The negative rating actions are the result of poor
collateral performance and the deterioration of asset quality
beyond original expectations and affect $1.07 million of
outstanding certificates

The series 2000-UP1 transaction is collateralized by 30-year
fixed-rate mortgage loans.  As of the May 2005 distribution, the
pool factor (current mortgage loans outstanding as a % of the
initial pool) is 12.79%.  The mortgage pool is currently 56 months
seasoned.  The current pool balance is $74,211,214, and there are
1,875 mortgage loans remaining.  The 90 plus delinquencies
represent 7.61% of the mortgage pool, and foreclosures and REO
represent 1.96% and 2.56%, respectively.

The series 2001-UP1 (groups 1 and 2) transaction is collateralized
by 30-year fixed-rate and adjustable-rate fully amortizing
mortgage loans.  As of the May 2005 distribution, the pool factor
for group 1 and group 2 is 14.55% and 14.84%, respectively.  The
mortgage pool is currently 49 months seasoned. Groups 1 and 2 are
not cross-collateralized.

Series 2001-UP2 (groups 1 and 2) comprise 30-year fixed-rate and
15-year adjustable-rate, fully amortizing mortgage loans.  As of
the May 2005 distribution, the 2001-UP2 mortgage pool is 44 months
seasoned.  The current pool factor for group 1 and group 2 is
11.4% and 32%, respectively.  The current pool balance of group 1
is $35,411,033, and there are 642 mortgage loans remaining.

The 90 plus delinquencies represent 7.42% of the mortgage pool,
foreclosures, and REO represent 0.91% and 2.04%, respectively.
The current pool balance of group 2 is $6,531,921 and there are
131 loans remaining.  The 90+ delinquencies represent 1.81% of the
mortgage pool, foreclosures represent 1.29%.  There are no loans
in the REO bucket. Groups 1 and 2 are not cross-collateralized.
The group 1 pool is further subdivided into two subgroups IA and
IB, which are not fully cross-collateralized but do in certain
circumstances provide limited cross-support.

The mortgage loans are being serviced by Union Planters PMAC, Inc.

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


SALTON INC: Fails to Make Interest Payment on $6.7M Sr. Sub. Notes
------------------------------------------------------------------
Salton, Inc. (NYSE:SFP) did not make the interest payment of
approximately $6.7 million due on June 15 under its outstanding
10-3/4% senior subordinated notes.  The indenture governing the
notes provides for a 30-day grace period with respect to the
payment of this interest.  The Company believes that it is prudent
to utilize this grace period while it continues to pursue various
strategic options to refinance the 10-3/4% senior subordinated
notes due December 15, 2005.  The Company intends to operate in
the normal course of business during this period and to maintain
its high level of responsiveness to its customers and vendors.
There can be no assurance that the Company will make the interest
payment during the grace period.

Salton continues to pursue various previously disclosed strategic
options to raise funds required to satisfy the $125 million of
outstanding 10-3/4% senior subordinated notes due December 15,
2005 and allow the Company to satisfy its liquidity needs.  These
strategic options may include, among other things, incurring
additional debt, issuing debt or equity securities, sales of
assets or businesses, reducing expenditures for new product
development and/or cutting other costs, repurchasing outstanding
debt securities, exchange offers and/or consent solicitations of
outstanding securities.  There can be no assurance that any of
these options can be effected or that these options would enable
the Company to repay the outstanding 10-3/4% senior subordinated
notes or satisfy the Company's liquidity needs.

These announcements prompt Standard & Poor's Ratings Services to
lower its corporate credit rating on Salton Inc. to 'D' from
'CCC'.  At the same time, Salton's subordinated debt rating was
lowered to 'D' from 'CC'.

                    Lenders & Professionals

Silver Point Finance LLC provides the company with working capital
financing under the terms of an Amended and Restated Credit
Agreement, dated as of May 9, 2003.  Salton Europe, Limited, the
Company's wholly owned subsidiary, obtains working capital
financing under an agreement with Hong Kong Shanghai Bank.

Salton has retained Houlihan Lokey Howard & Zukin for financial
advice.

Third Point LLC, a large holder of Salton debt, has joined with
other bondholders, and retained legal counsel and financial
advisors, according to a report from Harris Rubinroit at Bloomberg
News.

                       About the Company

Salton, Inc. is a leading designer, marketer and distributor of
branded, high quality small appliances, electronics, home decor
and personal care products.  Its product mix includes a broad
range of small kitchen and home appliances, electronics for the
home, tabletop products, time products, lighting products, picture
frames and personal care and wellness products.  The company sells
its products under a portfolio of well recognized brand names such
as Salton(R), George Foreman(R), Westinghouse (TM),
Toastmaster(R), Mellitta(R), Russell Hobbs(R), Farberware(R),
Ingraham(R) and Stiffel(R).  It believes its strong market
position results from its well-known brand names, high quality and
innovative products, strong relationships with its customers base
and its focused outsourcing strategy.


SALTON INC: S&P Assigns D Ratings After Missing Interest Payment
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Salton Inc. to 'D' from 'CCC'.  At the same time,
Salton's subordinated debt rating was lowered to 'D' from 'CC'.

These actions reflect the announcement by Lake Forest, Illinois-
based Salton that it will not make its interest payment due
June 15, 2005, on its senior subordinated notes that mature on
Dec. 15, 2005.

Salton is a designer and marketer of kitchen and household
appliances and personal care products.  In addition to its own
brand name, the company markets products under the George
Foreman(TM), Juiceman(TM), Toastmaster(TM), Farberware(TM),
Westinghouse(TM), and Melitta(TM) brands.


SAKS INC: Moody's Downgrades Senior Implied Rating From B1 to B2
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Saks Inc. and
left the ratings on review for further possible downgrade
following the company's announcement that it has received notice
of a default under its $230 million senior convertible notes.  The
notice of default was triggered by the company's delay in filing
its financial statements for the last fiscal year and for the
first quarter of the current fiscal year as a result of the
ongoing investigation into accounting and other financial matters.

Moody's rating action reflects:

   (1) the high likelihood that the company will not file its
       financial statements before the 60 day cure-period under
       the indenture has elapsed, which would accelerate the
       maturity of some or all of the company's $1.22 billion of
       funded debt;

   (2) the risk that the sale of certain assets to Belk, Inc. may
       not close on a timely basis, which would impact the
       liquidity available to repay the senior notes in the event
       that they were accelerated; and

   (3) the ongoing uncertainty regarding the response of vendors
       and other constituencies to the notice of default.

Moody's notes that the company has a variety of liquidity sources
that it could use to repay its $1.22 billion of funded debt if it
were to be accelerated, as well as to meet its peak working
capital needs.  Saks has potentially $1.575 billion of liquidity
from three sources:

   1) $324 million of cash on hand in excess of the cash that it
      needs to operate its businesses;

   2) $650 million available under its $800 million revolving
      credit facility; and

   3) approximatley $620 million of potential proceeds from the
      sale of its Proffitt's and McRae's stores to Belk, which is
      anticipated to close on July 5.

The bank lenders under the company's credit agreement have waived
any event of default that could occur under this agreement due to
Saks' failure to file financial statements for the last fiscal
year and for the first quarter of the current fiscal year on a
timely basis.  The sale of its Proffitt's and McRae's stores to
Belk has received FTC approval and there currently are no other
conditions that need to be met for the transaction to close on
July 5th.  Additionally, the company currently has its Northern
Group up for sale and has sizable real estate holdings that could
be monetized in the longer term.

In the ongoing review for possible downgrade, Moody's will monitor
carefully the:

   * company's liquidity profile;

   * prospects for a timely closing of the transaction with Belk;

   * progress in resolving the internal investigation and
     preparing the delayed financial statements; and

   * the response of vendors and other constituencies to the
     notice of default.

Ratings could be further downgraded should the Belk transaction
not close as anticipated, should the company's liquidity position
otherwise deteriorate such that it would be unlikely to be able to
repay its funded debt in the event of acceleration or should the
supplemental investigation uncover more significant
irregularities.

These ratings are downgraded:

Saks, Inc.:

   * Senior implied from B1 to B2;

   * Senior unsecured debt guaranteed by operating subsidiaries
     from B1 to B2;

   * Senior unsecured long term issuer rating from B2 to B3;

   * Prospective ratings for prospective senior unsecured debt,
     subordinated debt and preferred stock issued from the
     company's shelf registration from (P) B1; (P) B3, (P) B3 to
     (P) B2; (P) Caa1, (P) Caa1.

Proffit's Capital Trust I, II, III, IV, and V:

   * Preferred Stock Shelf from (P) B3 to (P) Caa1.

Saks Inc., headquartered in Birmingham, Alabama, operates about
381 department stores and specialty stores under the names:

   * Saks,
   * Proffit's,
   * Parisian,
   * McRae's,
   * Carson Pirie Scott,
   * Bergners,
   * Off 5th, and
   * Club Libby Lu.

Revenues for fiscal year 2004 were $6.4 billion.


SIERRAS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: Sierras, Inc.
             470 North Road
             Sudbury, Massachusetts 01776

Bankruptcy Case No.: 05-44099

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      JACQ, Inc.                                 05-44098
      Samuel Joseph & Erica Sybil Cannarozzi     05-44102

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 16, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Thomas J. Raftery, Esq.
                  P.O. Box 550
                  Carlisle, Massachusetts 01741-0550
                  Tel: (978) 369-4404
                  Fax: (978) 369-7816

                        Total Assets            Total Debts
                        ------------            -----------
Sierras Inc.            $50,000                  $1,500,000

JACQ, Inc.              $100,000                   $150,000


                        Estimated Assets        Estimated Debts
                        ----------------        ---------------
Samuel Joseph &         $500,000 to             $1 Million to
Erica Sybil Cannarozzi  $1 Million              $10 Million

The Debtors' did not file a list of their 20 Largest Unsecured
Creditors.


SINCLAIR BROADCAST: Completes Debt-for-Equity Swap
--------------------------------------------------
Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) completed its
exchange of the $3 Series D Convertible Exchangeable Preferred
Stock (Nasdaq: SBGIP) into Exchange Debentures effective June 15,
2005.

Pursuant to the terms of the Preferred Stock, a holder of the
Preferred Stock received $1,000 principal amount of Exchange
Debentures for each $1,000 of liquidation preference of Preferred
Stock held by such holder at the Exchange Date, plus accrued but
unpaid dividends thereon on the Exchange Date.

The Exchange Debentures mature September 15, 2012, and bear
interest at a rate of 6% per annum, payable quarterly on each
March 15, June 15, September 15 and December 15, beginning
September 15, 2005.  The Exchange Debentures are convertible into
Class A Common Stock on substantially the same conversion terms as
the Preferred Stock.

                       About the Company

Sinclair Broadcast Group, Inc. -- http://www.sbgi.net/-- one of
the largest and most diversified television broadcasting
companies, owns and operates, programs or provides sales services
to 61 television stations in 38 markets.  Sinclair's television
group includes FOX, WB, ABC, CBS, NBC, and UPN affiliates and
reaches approximately 23.0% of all U.S. television households.

                        *     *     *

As reported in the Troubled Company Reporter on April 18, 2005,
Standard & Poor's Ratings Services assigned its 'BB' rating to
Sinclair Television Group Inc.'s proposed $555 million secured
credit facilities.  A recovery rating of '1' was also assigned,
indicating a high expectation of a full (100%) recovery of
principal in the event of a payment default.  Borrowings are being
used to refinance the company's credit facility.

At the same time, Standard & Poor's affirmed its 'BB-' long-term
corporate credit rating on parent company Sinclair Broadcast Group
Inc.  The outlook is negative.  Hunt Valley, Maryland-based
Sinclair had total debt outstanding of approximately $1.6 billion
at Dec. 31, 2004.  The effect of the proposed transaction is to
lower the company's interest expense.

"The rating on Sinclair continues to reflect high financial risk
from aggressive, debt-financed TV station acquisitions, a
portfolio of generally lower ranked stations, and television
advertising's mature revenue growth prospects," said Standard &
Poor's credit analyst Alyse Michaelson Kelly.

These factors are partially offset by the company's large
television audience reach, television broadcasting's good margin
and discretionary cash flow potential, and resilient station asset
values.

The negative outlook recognizes that leverage is high for the
'BB-' rating level.  There is modest debt capacity at the current
rating to withstand operating shortfalls, share repurchases, or
acquisitions.  Reducing leverage by using cash flow to lower debt,
in both political and nonpolitical years, will be important in any
consideration of an outlook revision to stable.


SYNAGRO TECHNOLOGIES: Prices 9-1/2% Senior Sub. Debt Tender Offer
-----------------------------------------------------------------
Synagro Technologies, Inc. (Nasdaq Small Cap:SYGR) disclosed the
pricing terms of its previously announced cash tender offer and
consent solicitation for all $150 million of its outstanding
9-1/2% Senior Subordinated Notes due 2009.  The Offer is fully
subscribed and withdrawal rights expired on June 7, 2005.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not revoked prior to 5:00 p.m. Eastern
Daylight Time (EDT), on Thursday, June 9, 2005 is $1,087.64, which
includes a consent payment of $30.00.  The total consideration was
determined by reference to a fixed spread of 50 basis points over
the yield of the 1-1/2 percent U.S. Treasury Note due March 31,
2006, which yield was calculated at 2:00 p.m. EDT, on June 15,
2005.  The reference yield and the tender offer yield are 3.501%
and 4.001%, respectively.  Holders of Notes tendered on or prior
to the Consent Payment Deadline will also receive accrued and
unpaid interest on the Notes up to, but not including, the initial
payment date for the Offer, which is currently expected to be on
or about June 21, 2005.

The tender offer is scheduled to expire at 5:00 p.m. EDT, on
June 29, 2005, unless extended or earlier terminated.

The tender offer and consent solicitation continue to be subject
to the satisfaction or waiver of certain conditions, including the
satisfaction of the Transactions Condition and the General
Conditions, each as further described in the Offer to Purchase.
There can be no assurance that any of such conditions will be met.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase, copies of
which may be obtained by contacting D. F. King & Co., Inc., the
depositary and information agent for the offer, at 212-269-5550
(collect) or 800-659-5550 (U.S. toll-free).  Banc of America
Securities LLC and Lehman Brothers Inc. are the dealer managers
and solicitation agents for the tender offer and consent
solicitation.  Additional information concerning the tender offer
and consent solicitation may be obtained by contacting Banc of
America Securities LLC, High Yield Special Products, at 704-388-
9217 (collect) or 888-292-0070 (U.S. toll-free) or Lehman Brothers
Inc., Liability Management Group, at 212-528-7581 (collect) or
800-438-3242 (U.S. toll-free).

This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to
any securities.  The tender offer and consent solicitation are
being made solely by the Offer to Purchase.

                       About the Company

Synagro offers a broad range of water and wastewater residuals
management services focusing on the beneficial reuse of organic,
nonhazardous residuals resulting from the wastewater treatment
process, including drying and pelletization, composting, product
marketing, incineration, alkaline stabilization, land application,
collection and transportation, regulatory compliance, dewatering,
and facility cleanout services.

                         *     *     *

Synagro's 9-1/2 % senior subordinated notes due Apr. 1, 2009,
carry Moody's Investors Service's Caa1 rating and Standard &
Poor's single-B rating.


TRICN INC: MOSAID Tech Withdraws $3.1 Million Acquisition Offer
---------------------------------------------------------------
MOSAID Technologies Incorporated (TSX:MSD) disclosed that as a
result of its due diligence, it has elected not to proceed with
the proposed acquisition of TriCN, Inc.

As reported in the Troubled Company Reporter on May 20, 2005,
MOSAID said it signed a non-binding letter of intent to acquire
substantially all of the assets of bankrupt TriCN for a purchase
price of $3.1 million.  MOSAID has also offered to pay up to
$900,000 based on the achievement of certain performance
objectives.

MOSAID's offer and the subsequent purchase agreement remained
subject to a variety of conditions, including satisfactory due
diligence, the absence of any material adverse change to the
business, the approval of MOSAID's Board and any necessary
regulatory and other approvals including that of the United States
Bankruptcy Court for the Northern District of California.

                        About MOSAID

MOSAID Technologies Incorporated -- http://www.mosaid.com/--
makes memory better through the development and licensing of
intellectual property and the supply of memory test and analysis
systems to semiconductor manufacturers, foundries and fabless
semiconductor companies around the world.

Founded in 1975, MOSAID is based in Ottawa, Ontario, Canada, with
offices in Santa Clara, California; Newcastle upon Tyne, U.K; and
Tokyo, Japan.

Headquartered in San Francisco, California, TriCN, Inc., is a
leading developer of high-performance semiconductor interface
intellectual property (IP) products.  The Company filed for
chapter 11 protection on December 30, 2004 (Bankr. N.D. Calif.
Case No. 04-33651).  Eric A. Nyberg, Esq., at Kornfield,Paul and
Nyberg represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $10 million.


TRI-NATIONAL DEV'T: Hires Mexico Retail as Real Estate Broker
-------------------------------------------------------------
Douglas P. Wilson, the chapter 11 Trustee of the bankruptcy estate
of Tri-National Development Corporation, sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of California to employ Mexico Retail Advisors, LLC, as
its real estate broker.

Mexico Retail Advisors is a full service brokerage and consulting
company focused on developing the most critical elements of real
estate in Mexico.  The Firm's principals and managers are experts
in site selection, development, construction management, and
retail leasing, in both the U.S. and Mexico.  The Firm's
headquarter is located at:

          2550 Fifth Avenue, Suite 405
          San Diego, CA 92103

Mexico Retail will assist the trustee and Capital Trust, Inc., the
Debtor's largest secured creditor, in:

    a) researching and resolving various issues regarding title to
       each of the Debtor's Mexican properties;

    c) preparing marketing material for the Mexican properties;

    d) locating, contacting and qualifying potential buyers;

    e) marketing and presenting the Mexico properties to potential
       buyers; and

    f) closing the sale of the Mexican properties.

Tri-National's Mexico assets include parcels of real property
located in Rosarito Beach, Baja California Norte and land located
in Bajamar, Municipality of Ensenada.

James P. Hill, Esq., the Trustee's counsel, discloses that Mexico
Retail will receive a commission equal to 1% to 6% of the total
purchase price for each piece of real property sold.

In the event that a sale does not close and Mexico Retail
consequently does not receive commission, the broker will be paid
an hourly fee for services rendered outside the scope of
commercially accepted brokerage and marketing services.  These
services include:

    a) assisting with procuring title to Rosarito properties,
       including forensic discovery such as locating documents and
       interviewing witnesses;

    b) negotiating with Mexican governmental entities to minimize
       fees, costs and taxes involved in any transfer and to
       obtain permits or approvals necessary for improving any
       Rosarito Property prior to transfer; and

    c) advancing interim funds to pay for appraisals; Mexican
       title reports; and security for the Rosarito Properties,
       including fencing, removal of squatters, demolition of
       structures, repairs to property conditions that are deemed
       a public hazard, and other work that preserves and enhances
       property values.

To the best to the Trustee's knowledge, MRA does not hold any
interest adverse to the Debtor or its estate.

Headquartered in San Diego, California, Tri-National Development
Corp is an international real estate development, sales and
management company.  The Debtor filed for chapter 11 protection on
October 23, 2001. (Bankr. S.D. Cal. Case Nos. 01-10964-JH) Colin
W. Wied, Esq., at C. W. Wied Professional Corporation represents
the Debtor.  When the Debtor filed for protection from its
creditors, it estimated $50 million to $100 million in assets and
$10 million to $50 million in debts.


US AIRWAYS: Wants Court to Approve America West Merger M.O.U.
-------------------------------------------------------------
US Airways, Inc., and its debtor-affiliates tell the U.S.
Bankruptcy Court for the Eastern District of Virginia that they
have commenced the final step of their Chapter 11 cases through a
merger agreement with America West Holdings Corporation to create
the first nationwide full-service, low-cost airline.

To facilitate the merger, the Debtors have been engaged in
discussions with a number of their most significant aircraft
creditors regarding the restructuring of existing agreements, and
the entry into new agreements.  The Debtors believe that the
restructured agreements will, inter alia, shape and rationalize
the Debtors' and America West's combined fleet in connection with
the merger, and will also allow the Debtors to realize additional
cost savings and liquidity.

Accordingly, the Debtors have endeavored to recast certain
agreements with the GE Entities in a manner that will foster the
merger and thus enhance the Debtors' successful emergence from
bankruptcy.

The Debtors seek the Court's authority to enter into a Master
Merger Memorandum of Understanding with America West Holdings,
America West Airlines, Inc., and General Electric Capital
Corporation -- acting through GE Commercial Aviation Services LLC,
GE Engine Services, Inc., GE Engine Services - Dallas, LP, General
Electric Company, and GE Transportation Component.

The Debtors explain that the series of agreements reached with
the GE Entities and reflected in the Merger MOU, and the related
term sheets, amend and supplement certain terms of the global
settlement contemplated by the Amended and Restated Master
Memorandum of Understanding dated as of November 24, 2004, among
the Debtors and the GE Entities.

As previously reported, the transactions contemplated by the
Global Settlement were divided into:

   * Phase I Transactions, which included those transactions
     scheduled to occur on or about December 20, 2004;

   * Phase II Transactions, which include those transactions
     scheduled to occur prior to the Debtors' emergence from
     bankruptcy; and

   * Exit Transactions, which include those transactions that
     were intended to be implemented in connection with or on the
     consummation of the Debtors' plan of reorganization and
     their emergence from bankruptcy.

The key aspects of the Global Settlement included, among other
things, the implementation of certain agreements relative to the
Debtors' continued use of certain Airbus, Boeing and regional jet
aircraft, and GECC's return of certain other Airbus and Boeing
planes.

Brian P. Leitch, Esq., at Arnold & Porter, in Denver, Colorado,
tells Judge Mitchell that the Merger MOU provides for:

  (1) the Debtors' early return of certain mainline aircraft to
      GECC;

  (2) the accelerated reduction in rental rates and the
      assumption of Boeing SIL Aircraft Leases as per the
      GE Global Settlement;

  (3) the restructured timing of lease rental payments for
      certain of the Debtors' regional jet aircraft, with no
      reduction in aggregate rental obligations;

  (4) the modification of certain regional jet financing
      agreements;

  (5) the modification of certain Phase II Transactions as per
      the GE Global Settlement; and

  (6) the modification of the Debtors' engine maintenance
      agreements with GE Transportation and its affiliates.

Mr. Leitch notes that to benefit from the Merger MOU
Transactions, the Debtors must achieve certain milestones.  By
June 30, 2005, the Debtors must file a plan of reorganization and
disclosure statement that is acceptable to GE.  The Debtors are
also required to emerge from bankruptcy and consummate the
America West merger by October 31, 2005.  The Debtors' failure to
comply with those milestones will give rise to a "Merger Event of
Default" for purposes of the Merger MOU and a "Global Event of
Default" under the Global Settlement.

Mr. Leitch outlines the key aspects of the Merger MOU:

(A) Aircraft Early Removal

    (1) US Airways:

        (a) The leases for six A319/320 aircraft subject to the
            Sale/Leaseback Transaction in the Global Settlement
            and one B737-300 aircraft, will be terminated early
            and the aircraft will be returned to the applicable
            GE Entity.  The Transaction is independent of the
            status of the Merger;

        (b) The leases for five B737-300 aircraft will be
            terminated early and the aircraft will be returned
            between July 2005 and the Emergence/Merger Deadline;
            and

        (c) The Debtors' Leases for 38 Boeing aircraft will be
            terminated early and the aircraft will be returned to
            the applicable GE Entity between 2005 and 2009,
            subject to consummation of the Merger.  However, for
            11 of the Boeing aircraft scheduled for removal from
            service during 2009, the Debtors will grant the
            applicable GE Entity an option exercisable on
            October 31, 2006, to accelerate the removal of the
            aircraft from July 2007 through to July 2008.  The
            option may not be exercised if the Debtors have, as
            of September 30, 2006, achieved an agreed corporate
            credit rating or satisfied financial covenant tests.

    (2) US Airways Spare Engines:

        In connection with the removal of the Boeing aircraft,
        the Debtors may terminate a certain number of spare
        engine leases related to the Sale/Leaseback Transaction.

    (3) Return Condition Concessions:

        For the Debtors' early redelivery of certain Airbus
        aircraft, GECC will grant certain return condition
        concessions.  Prior to the Debtors' emergence, the
        applicable GE Entities and the Debtors will net:

        -- any redelivery payment obligations of a GE Entity to
           the Debtors against

        -- any redelivery payment obligations of the Debtors to
           a GE Entity, and if the GE Entity owes the Debtors a
           net balance, the amount will be payable on the
           Debtors' emergence.

(B) US Airways Aircraft Rental Amendments

    The parties will accelerate rental reductions for the Boeing
    Single Investor Leases, which are leases for certain B737-
    300 aircraft, B757-200 aircraft and B737-400 aircraft,
    effective July 1, 2005.  For the B737-400 aircraft leases,
    the Debtors will not be required to either pay a lump sum in
    cash or issue convertible notes, as per the Global
    Settlement.  The Debtors will assume the modified Boeing
    Single Investor Leases.

    If the Debtors fail to emerge, only rent, return conditions
    and deferred rent payable through the later of the Emergence/
    Merger Deadline or return of the aircraft, will be entitled
    to administrative expense status.  All other claims under the
    Leases will amount to unsecured prepetition claims.  If the
    Debtors do not complete the America West merger, the Boeing
    Single Investor Leases will revert to their original terms.

    The timing of certain rental payments under the leases for 23
    CRJ-200s will be restructured without reducing the aggregate
    amount of rental obligations.  For 14 of the CRJ-200
    aircraft, the lease term will be extended by three months.

    For 16 CRJ aircraft subject to short-term leases under the
    Global Settlement, the Debtors will enter into long-term
    leases by the end of July 2005.  The leases will be
    postpetition agreements subject to administrative expense
    status for rent payable through the later of the
    Emergence/Merger Deadline and the return of the aircraft and
    return conditions.  All other claims under the leases,
    including rejection damages, will be unsecured prepetition
    claims.

(C) Regional Jet Leasing Transactions

    GECC is no longer obligated to provide regional jet financing
    directly to the Debtors, as per the Global Settlement.  GECC
    will provide regional jet financing for the benefit of the
    Debtors:

    (1) GECC will lease three EMB-170 aircraft to Republic
        Airways Holdings Inc.  The subject aircraft are committed
        to be delivered by Embraer to the Debtors;

    (2) For future growth aircraft, the GE Entities will provide
        single investor or operating lease financing to other
        carriers for up to 10 EMB-170/190/195 aircraft for
        delivery between 2007 and 2008; and

    (3) The GE Entities will consent to the assignment to
        Republic of up to 15 EMB-170 leases, subject to
        manufacturer support and other conditions acceptable to
        GECC.

(D) Phase II Sale/Leaseback Transactions

    The Phase II Transactions will be modified to provide that:

    (1) Upon consummation of the Merger, the scheduled
        amortization of the loan balance under the 2001 Credit
        Facility will be modified so that amortization will begin
        in September 2006, rather than September 2005; and

    (2) Under the mortgage, if the Debtors elect to sell the four
        CRJ-170 aircraft that secure their obligations under the
        Restated 2001 Credit Facility, GECC will release its
        liens on the aircraft when the Debtors make a principal
        repayment.

(E) MCPH Agreements

    The Debtors and America West will modify their engine
    maintenance agreements with the relevant GE Entities.  The
    transactions include the agreement of GE Transportation and
    its affiliates to:

    (1) forgive certain removal charges for CFM56-3 engines;

    (2) allow the Debtors to remove certain CFM56-5 engines, with
        removal credits owing to the Debtors to be applied
        against outstanding amounts owing to GE Engine Services
        under the Term Note issued to GE Engine Services under
        the Global Settlement;

    (3) modify the Debtors' Deferred Obligations under the Global
        Settlement to provide that the obligations will be
        payable in two installments, one due on June 30, 2005,
        and the other on September 30,2005;

    (4) extend the Debtors' CFM56-5 engine maintenance agreement
        with GE Engine Services, with the Debtors' waiving
        certain conversion rights; and

    (5) modify the Debtors' CFM56-3 engine maintenance agreement
        to include a minimum monthly payment based on accrued
        engine flight hours.

    In exchange, the Debtors will:

       -- grant a last right of offer to GE Engine Services for a
          follow-on CF6-80C2 engine maintenance agreement;

       -- grant certain arrangements for engine selection if the
          Debtors assume an A320 aircraft purchase agreement with
          Airbus upon emergence; and

       -- grant certain arrangements for engine selection if the
          Debtors, following the Merger, take delivery of certain
          A350 aircraft from Airbus.

The Debtors and America West are working to determine the
appropriate composition of the combined fleet post-merger, Mr.
Leitch informs the Court.  The Transactions contemplated in the
Merger MOU will facilitate the fleet rationalization effort.

Mr. Leitch adds that the Merger MOU is confidential; distribution
of information contained in the Debtors' request is restricted.
Accordingly, the Merger MOU and its Exhibits are filed in
redacted form.  The Official Committee of Unsecured Creditors and
certain parties having a legitimate interest will be provided
with the non-redacted versions of the exhibits, subject to signed
confidentiality agreements.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  (US Airways Bankruptcy News, Issue
No. 94; Bankruptcy Creditors' Service, Inc., 215/945-7000)


W.R. GRACE: Wants to Contribute $1.3MM to Chattanooga Pension Plan
------------------------------------------------------------------
At its production site in Chattanooga, Tennessee, W.R. Grace &
Co.-Conn., Grace Davison, manufactures raney catalyst, rare earth
chemicals and other products.  The rare earth chemicals produced
at Chattanooga are used as raw materials in the manufacture of
fluid cracking catalysts and additives at the Debtors' Davison
plants in Lake Charles, Curtis Bay and Valleyfield (Canada).  The
Chattanooga site employs 80 hourly and salaried employees, which
is approximately 8.5% of Davison's workforce in the United
States.

United Steelworkers of America, Local 14087, currently represents
50 of the hourly employees at Chattanooga.  The Chattanooga Union
has represented the hourly workforce since the late 1950s.

The Debtors seek the U.S. Bankruptcy Court for the District of
Delaware's authority to make a $1,306,615 one-time contribution to
meet their obligations to amend and increase benefits under the
Chattanooga Union Pension Plan, in accordance with a "reopener
clause" that is part of their collective bargaining agreement with
the Chattanooga Union.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, explains that the
Chattanooga Union Pension Plan is a defined-benefit pension plan,
which satisfies the qualification requirements under Section
410(a) of the Internal Revenue Code.  The "plan year" applicable
to the Plan is a calendar year.  The Chattanooga Plan is funded
with employer contributions, in accordance with Section 412 of
the Internal Revenue Code, and therefore does not require
employee contributions.  Moreover, the Plan is a "flat-dollar
unit benefit plan," which provides a specific dollar amount for
each year of service, commencing at age 62, which is paid in the
form of an annuity over the life of the retired employee.

As of January 1, 2005, the estimated "current liability" under
the Chattanooga Union Pension Plan totaled $3,629,000, and the
"actuarial value" of plan assets totaled $2,790,000.  In
addition, the "market value" of plan assets totaled $2,960,000.

Ms. Jones states that under the currently applicable benefit
formula, an eligible Chattanooga Employee would be entitled to a
$38 lifetime annuity, commencing at age 62, for each year of
eligible service under the Chattanooga Union Pension Plan.

Ms. Jones relates that while negotiating with the Chattanooga
Union in May 2004, the Debtors realized that the Union was
unlikely to enter into a final agreement with them that would
preclude the possibility of a strike, unless they committed to
increase pension benefits under the Chattanooga Union Pension
Plan.  The Debtors did not wish to agree to increase pension
benefits at Chattanooga at that time, but they also wanted to
reach a final agreement that would eliminate the possibility of a
strike.  The Debtors addressed the Union's pension demand by
agreeing to the Chattanooga Reopener, without any commitment to
increase pensions at that time.  The final result was the 2004
Chattanooga Union Agreement, which is a four-year agreement that
includes a "no strike" clause and the Chattanooga Reopener.

Under the Chattanooga Reopener, the Chattanooga Union has the
authority to require an increase in the monthly pension benefits
from $38 to $50 per year of service under the Chattanooga Union
Pension Plan, representing a 31.5% increase in exchange for a
simultaneous decrease in hourly wages equal to $0.89 per hour.
The Debtors estimate that the Wage Reductions will save them
approximately $130,000 per year in wages.

The Chattanooga Union has already informed the Debtors of its
intention to exercise its authority under the Chattanooga
Reopener.

For them to implement the pension increases under the Chattanooga
Reopener, the Debtors are required to make a contribution to the
Chattanooga Union Pension Plan for $1,306,615, not later than
September 15, 2005, pursuant to Section 401(a)(33) of the
Internal Revenue Code.

Ms. Jones informs the Court that the exact amount of the Required
Contribution was calculated by the actuary of the Chattanooga
Union Pension Plan.  At this time, the actuary of the Chattanooga
Pension 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
$1,306,615 Contribution is made on a timely basis during 2005.
The funds that will be used to pay the Required Contribution will
not be drawn from the Debtors' DIP Credit Facility, but rather
from currently available cash and from non-debtor affiliates.

The Debtors believe that failing to implement the pension benefit
increases under the Chattanooga Reopener, in exchange for the
Wage Reductions, would result in labor discord and morale
problems at Chattanooga, which in turn would result in lost
productivity.

Ms. Jones points out that Section 401(a)(33) of the Internal
Revenue Code generally prohibits the adoption of any amendment to
increase or enhance benefits under a defined benefit pension
plan, during the period that the employer is a debtor in a
bankruptcy case, unless the amendment would have a funded current
liability percentage of 100% or more.

The Funded Exception would apply to the pension increases under
the Chattanooga Reopener if the Debtors make the Required
Contribution on time.  In that case, under Section 412(c)(10) of
the Internal Revenue Code, the Required Contributions would be
deemed to have been made on December 31, 2004, for purposes of
calculating the "funded current liability percentage" under the
Funded Exception, for the 2004 plan year.  The pension increases
under Chattanooga Reopener would be adopted effective on or after
January 1, 2005, and, as of adoption, the Funded Exception would
be satisfied for the Chattanooga Union Pension Plan.

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)


WEIGHT WATCHERS: Moody's Affirms $350 Mil. Facility's Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed all the credit ratings of
Weight Watchers International, Inc., following its announcement
that it has signed definitive agreements that will result in
WeightWatchers.com, Inc. (WeightWatchers.com) becoming a wholly
owned subsidiary of Weight Watchers.

Weight Watchers currently owns 38% of WeightWatchers.com on a
fully diluted basis and expects to acquire the remaining equity
interest in a two step transaction.  On July 2, 2005 Weight
Watchers will exercise its existing warrants to purchase
WeightWatchers.com stock and will concurrently acquire all of the
equity interest in WeightWatchers.com not owned by Artal
Luxembourg S.A.  On December 31, 2005, WeightWatchers.com is
scheduled to redeem all the shares currently owned by Artal
Luxembourg S.A.  At that time, Weight Watchers will own 100% of
WeightWatchers.com.

The cost to acquire and redeem all of the interest not currently
owned by Weight Watchers is $389 million in cash and is based on
an enterprise valuation of $552 million for the WeightWatchers.com
business.  Weight Watchers expects to utilize a combination of
available cash and debt to finance the transactions, including a
new term loan of $220 million by WeightWatchers.com.  Although the
transactions are expected to substantially increase consolidated
debt levels, Moody's expects Weight Watchers consolidated credit
metrics to remain solidly within the Ba1 senior implied rating
category.  Debt to EBITDA levels are expected to remain below 2
times and free cash flow to debt is expected to exceed 30% in
2005.

WeightWatchers.com reported strong sales and earnings growth over
the last few years as subscriber levels increased to 563,000 at
March 31, 2005.  LTM March 31, 2005 revenues and EBITDA were $97
million and $27 million, respectively.  Pro forma for the
acquisition, WeightWatchers.com will represent less than 10% of
the revenues, profitability and cash flow of the combined entity.

Weight Watchers ratings continue to reflect:

   * the company's leading market position and strong brand
     recognition;

   * the expected growth of the weight loss industry;

   * impressive operating margins; and

   * strong free cash flow generation.

However, the ratings remain constrained by the lack of product
diversification and competition from alternate weight loss
programs and products.

The stable ratings outlook continues to reflect Moody's
expectation of modest revenue growth in 2005 as the company's
North American attendance stabilizes.  Revenues should benefit
from an apparent slow down in demand for low carbohydrate diets
and products, the launch of a new diet program by the company in
September 2004 and continued strong international attendance.
Moody's expects the company to utilize free cash flow to reduce
debt levels, to continue acquiring franchisees and to fund the
company's share repurchase program.

An upgrade in the outlook or ratings is unlikely in the near term
due to the company's lack of product diversification and the risks
to the company's market position from alternative diet plans or
potential weight loss drugs.  A downgrade in the outlook or
ratings in the near term is also unlikely given the strong credit
metrics and cash flow generation of the company.  Over the longer
term, the outlook or ratings could come under pressure if
attendance levels and operating margins decline for an extended
period of time and result in a significant reduction in free cash
flow.

Moody's affirmed these ratings:

   * $350 million senior secured revolving credit facility,
     due 2009, rated Ba1;

   * $297 million senior secured term loan B, due 2010, rated Ba1;

   * Senior Implied, rated Ba1; and

   * Senior Unsecured Issuer, rated Ba2.

Headquartered in Woodbury, New York, Weight Watchers is one of the
world's leading providers of weight control programs, operating in
30 countries through a network of company owned and franchised
operations.  Revenues for the year ended January 1, 2005 were
about $1 billion.


WEIGHT WATCHERS: WW.com Acquisition Cues S&P to Affirm Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
commercial weight-loss service provider Weight Watchers
International Inc., including its 'BB' corporate credit rating.

The outlook is stable.  Woodbury, New York-based WWI had about
$391 million of total debt outstanding at April 2, 2005, excluding
operating leases.

The affirmation follows WWI's recent announcement that it will
acquire the remaining portion of WeightWatchers.com, a licensee
that is currently 20%-owned (38% on a fully-diluted basis),
pending board approval of WWI and WW.com.

In July 2005, WWI will acquire majority control of WW.com for
$83 million, which will be financed using cash and the revolving
credit facility.  At the end of 2005, WWI will redeem financial
sponsor Artal's remaining WW.com shares for $308 million.

WWI plans to finance this acquisition with a new term loan, in
addition to cash and utilization of its revolver.  Following the
completion of the acquisition, WW.com will become a wholly owned
operating subsidiary of WWI, and Artal will retain its 61%
ownership stake of WWI.  Because WWI already consolidates WW.com's
financials under FIN 46R, Standard & Poor's had already
incorporated consolidated financials into its calculations of the
company's credit measures.

"Although this acquisition will significantly increase WWI's debt
levels to well over $600 million, we believe that there is
substantial debt capacity in the existing rating prior to this
transaction, given WWI's very strong credit measures," said
Standard & Poor's credit analyst Mark Salierno.  "However,
following the transaction, WWI will have limited additional debt
capacity within its existing outlook and/or ratings for further
sizable debt-financed acquisitions, share repurchases, or
dividends until the company reduces these increased debt levels
and restores its credit measures closer to current levels," added
Mr. Salierno.


WESTPOINT STEVENS: Disclosure Statement Hearing Set for July 12
---------------------------------------------------------------
Judge Drain will consider approval of the Disclosure Statement
explaining the Debtors' Amended Joint Plan of Reorganization at
10:00 a.m. on July 12, 2005, or as soon as thereafter as counsel
may be heard.

The Disclosure Statement Hearing may be adjourned from time to
time without notice to parties-in-interest other than an
announcement at the Disclosure Statement Hearing or at an
adjourned Disclosure Statement Hearing.

At the hearing, the Court will review whether the Amended
Disclosure Statement contains "adequate information" as defined in
Section 1125 of the Bankruptcy Code to enable a hypothetical
reasonable investor typical of holders of claims or interests of
the relevant class to make an informed judgment about the Plan.

Responses, objections, and proposed modifications, if any, to the
Disclosure Statement must be filed by July 6, 2005.

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


WESTPOINT STEVENS: Wants to Enter Into Clemson Office Space Lease
-----------------------------------------------------------------
WestPoint Stevens, Inc. and its debtor-affiliates operated an
integrated sheet manufacturing complex in Clemson, South Carolina.
In accordance with the rationalization of their businesses, the
Debtors announced their intention to close the Clemson Complex.
The Debtors are in the process of winding down the operations and
marketing the property.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, discloses that the Debtors currently employ about 150
administrative employees at the Clemson Complex whose continued
employment remains necessary to the Debtors' ongoing business
operations, notwithstanding the closure of the Clemson Complex.
In light of the closure of the Clemson Complex and the fact that
the real property is being marketed for immediate sale, the
Clemson Employees must be re-located.  Unfortunately, the
Debtors' current office space in West Point, Georgia, is not large
enough to accommodate the relocation of 150 employees.
Accordingly, the Debtors, with the assistance of their real estate
broker, Galaxy Partners, Inc., initiated a search for a suitable
location within close proximity of the Clemson Complex to relocate
the Clemson Employees.

After an extensive search of the surrounding area, the Debtors
located a 24,263-square foot office space on the first four floors
of the Clemson Centre at 391 College Avenue, in Clemson, South
Carolina.  Following arm's-length negotiations, the Debtors and
Clemson Downtown Properties LLC agreed on the terms of a two-year
lease of the Premises.

Pursuant to the Clemson Lease, the Debtors will pay $31,583 per
month for a term of two years commencing on July 1, 2005.  The
Debtors will have the option to renew the lease for an additional
three-year period.  Taxes and costs to operate and maintain the
property are included in the lease and will be borne by the
Landlord.  In addition, the Clemson Lease contains a cap on the
Landlord's damages, if any, which would arise from a breach of the
Debtors' obligations under the lease.  The Clemson Lease also
permits the Debtors to assign the lease to a purchaser of
substantially all of their assets pursuant to Section 363(b) of
the Bankruptcy Code or a Chapter 11 plan.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to enter into the
Clemson Lease.

The Debtors have been advised by Galaxy Partners that the terms of
the Clemson Lease are extremely competitive with market value.

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)


WINN-DIXIE: Court Approves De Minimis Asset Sale Procedures
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates:

   (a) approval for the Miscellaneous Assets sales in accordance
       with the disposition procedures;

   (b) authority to the Debtors to sell the Miscellaneous Assets
       free and clear of any liens, claims and encumbrances; and

   (c) the Section 1146(c) exemption applicable to all
       dispositions made.

As previously reported in the Troubled Company Reporter on
May 19, 2005, to the extent that the Miscellaneous Assets have a
value equal to or less than $75,000, the Debtors will sell them
free of any liens, claims or interest and without Court approval.

For assets with a value between $75,00.01 and $150,000, the
Debtors will sell them free of any liens, claims, interests or
encumbrances without Court approval.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.
(Winn-Dixie Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000).


WINN-DIXIE: Court Overrules JEA's Request for Security Deposit
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
overrules Jacksonville Electric Authority's objection
to Winn-Dixie Stores, Inc., and its debtor-affiliates' motion to
set procedures resolving requests for additional assurance.  The
Debtors are not required to provide a postpetition security
deposit to JEA at this time, Judge Funk says.

JEA may renew its request for a security deposit should
circumstances warrant it.

As previously reported, JEA wants a $1,300,000 cash deposit as
adequate assurance of future payment by the Debtors.  The deposit
is equal to about two times the average monthly billings by JEA
to the Debtors during the 12-month period prior to the Petition
Date and is in an amount that is consistent with the anticipated
electricity consumption by the Debtors and the minimum period of
time that the Debtors could continue to receive electricity from
JEA before service could be terminated for non-payment of
postpetition bills.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc. --
http://www.winn-dixie.com/-- is one of the nation's largest food
retailers.  The Company operates stores across the Southeastern
United States and in the Bahamas and employs approximately 90,000
people.  The Company, along with 23 of its U.S. subsidiaries,
filed for chapter 11 protection on Feb. 21, 2005 (Bankr. S.D.N.Y.
Case No. 05-11063).  The Honorable Judge Robert D. Drain ordered
the transfer of Winn-Dixie's chapter 11 cases from Manhattan to
Jacksonville.  On April 14, 2005, Winn-Dixie and its debtor-
affiliates filed for chapter 11 protection in M.D. Florida (Case
No. 05-03817 to 05-03840).  D.J. Baker, Esq., at Skadden Arps
Slate Meagher & Flom LLP, and Sarah Robinson Borders, Esq., and
Brian C. Walsh, Esq., at King & Spalding LLP, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $2,235,557,000 in
total assets and $1,870,785,000 in total debts.  (Winn-Dixie
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


WYNDHAM INT'L: Moody's Affirms Junk Senior Unsecured Issuer Rating
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Wyndham
International, Inc.  In addition, Moody's changed the outlook to
developing from stable.

Ratings Affirmed:

   * Senior implied - B3

   * Senior unsecured issuer rating - Ca

   * $50 million guaranteed senior secured letter of credit
     facility, due May 10, 2011, rated B3

   * $530 million guaranteed first lien senior secured term loan
     B, due May 10, 2011, rated B3

   * $175 million guaranteed first lien senior secured revolver,
     due May 10, 2011, rated B3

   * $140 million guaranteed second priority term loan, due
     December 10, 2011, rated Caa1

   * Speculative Grade Liquidity rating rated SGL-3

The ratings outlook has been changed to developing from stable.

The change in outlook was prompted by the recent announcement that
Wyndham has agreed to be acquired by an affiliate of the
Blackstone Group for approximately $3.2 billion.  The outlook
reflects the uncertainty surrounding the timing of the transaction
and how the acquisition will be financed, in addition to the
ultimate impact it will have on current lenders.

Wyndham International, headquartered in Dallas Texas, owns,
leases, manages, and franchises hotels primarily in the upper-
upscale and luxury segments of the hotel and resorts industry in:

   * North America,
   * Mexico,
   * the Caribbean, and
   * Europe.


YUKOS OIL: Seeks to Recover $3 Billion from Sibneft
---------------------------------------------------
Yukos Oil Company filed a complaint in London against entities
related to OAO Sibneft's main shareholders, Interfax reports,
citing a source close to Yukos shareholders.  Yukos seeks to
recover over $3 billion from the Sibneft-related entities.

According to Interfax, Yukos and Sibneft previously agreed to a
merger transaction to form the world's sixth biggest publicly
traded oil company.  In October 2003, Yukos paid $3 billion for a
20% stake in Sibneft.  Sibneft backed out from the deal after the
Russian government commenced a probe on Yukos for tax evasion and
fraud.

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)


* ROCG Launches New Global Consulting Firm
------------------------------------------
ROCG, a new global consulting firm, announced its launching at a
meeting of the firm's US and international partners in San
Francisco.  The company's vision is to strengthen the profits,
growth and value of privately-owned businesses.  ROCG has over 100
consultants in 41 cities in North America, Europe and Asia
Pacific.

"Privately-owned businesses are the source of much innovation and
contribute significantly to most western economies," said ROCG
international chairman and founder Jim McKerlie.  "ROCG allows
privately-owned businesses to access and leverage the
international knowledge pool that larger companies have enjoyed
through their size and scale.  Now, through ROCG, they can share
experience that is relevant to them."

The firm evolved from a network of like-minded consultants with
experience addressing the challenges facing privately owned
businesses.  ROCG consultants came together in late 2004 to
develop the first international consulting firm specializing in
the strategy, finance and operations of these businesses.

"ROCG harnesses the collective knowledge and experience of our
offices around the globe to ensure we bring the best solutions for
local, privately-owned businesses," said Ronen Shefer, CEO of
ROCG's North American operations.  "ROCG partners, together, have
seen -- and solved -- a given business challenge many times
already."

The firm's offices in United States include Chicago, Coeur d'Alene
(Idaho), Denver, Des Moines, Grand Rapids, Jacksonville (Fla.),
Los Angeles, Midland (Texas), Minneapolis, Norfolk (Va.), Oakland,
Orange (Calif.), Reno, San Francisco, Spokane, and West Palm Beach
(Fla.). Canadian offices are in Montreal, Toronto, Vancouver,
Prince George, and Vancouver Island (BC) and Guelph (Ont).  ROCG
has 19 additional offices across the UK, Ireland, Italy and
Australia.

"ROCG's local consultants go beyond delivering advice," said
Shefer.  "We know business owners often want and need help with
implementing change on the way to achieving greatness.  We can do
that; and we deliver tangible value by leveraging our global reach
and combining it with local delivery."

The firm's core services focus on improving business performance,
including sales and cash flow management, performance management,
strategic pathfinding, business valuation and transition planning
-- all central to ROCG's service to privately-owned businesses.
For more information on the firm and its global resources, visit:
http://www.rocg.com/


* BOOK REVIEW: Dynamics of Institutional Change
-----------------------------------------------
Authors:    Milton Greenblatt, Myron R. Sharaf and Evelyn M.
            Stone
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95

Order your personal copy at

http://amazon.com/exec/obidos/ASIN/1587981815/internetbankrupt

Like many other private-sector and public institutions in modern
society, hospitals are regularly undergoing change.  The three
authors of this volume have been leaders in change at Boston State
Hospital, a large public mental hospital, that serves as the test
case for the experienced advice and hard-earned lessons found in
this work.

With their academic and professional backgrounds, the three
authors combined offer an incomparable fund of knowledge and
experience for the reader.  In keeping with their positions, they
focus on the position and the role of the leaders of institutional
change.  They do not recommend any particular choices, direction,
or outcome.  They do not presume to know what is the best for all
institutions, or to understand the culture, realities, goals, or
values of all institutions.  They do not even presume to know what
is best or desirable for hospitals, the institution with which
they are most familiar.  Instead, the authors direct their
attention to "the problems hampering change and the gains and
losses of one or another strategy of change."  In relation to
this, they are "more concerned with the study of process than with
outcome." By not recommending specific policies or arguing for
specific values or goals, the authors make their book relevant to
all institutions involved in change, but particularly public-
health institutions.

All of the subjects are dealt with from the perspective of top
executives and administrators.  Among the subjects taken up are
not only the staff and structure of the institution, specifically
the medical institution, but also consultants, volunteers, local
communities, and state and federal government agencies.  The
detail given to each subject goes beyond the administrator's
relationship to it to discussion concerning the relationship of
lower-level employees with the subject.  This relationship of
lower-level employees has everything to do with how change occurs
within the institution, and often whether it occurs.  The authors
go into such detail because they understand that the performance
and goals of top administrators are affected by everything that
goes on within their institution, and often by much that goes on
outside of it.

For example, the authors begin the subject of volunteers by
defining three types of volunteers: volunteers from organizations,
student or independent volunteers, and government-appointed or
statutory volunteers.  Volunteers of whatever type can cause
anxiety, resistance, and even resentment among regular staff of an
institution.  Volunteers are not simply "free help," but require
administration, training, and oversight - which can distract
regular employees from work they consider more important and
interesting, and use up departments' resources.  The transitional
nature of volunteers, their ignorance of institutional and
occupational concerns of the regular staff, and their lack of
professionalism can cause disruptions and personnel problems in
parts of an institution.  The authors advise the top
administrators, "The intrusive evangelism of student volunteers
can be threatening not only to professional supervisors, but to
the entire hospital staff as well, from the attendant to the top
administrator."  While recognizing the problems which may be
caused by volunteers, especially younger ones, the authors point
out the worth of volunteers to the hospital despite the potential
problems they bring.  Overall, the different types of volunteers
"improve the physical and social environment" of the workplace,
"make direct and beneficial contacts with chronic patients," and
often "establish true innovations."  After discussing the pros and
cons of volunteers and providing detailed guidance on how to
manage volunteers so as to minimize potential problems, the
authors advise the administrator and his or her staff how to
regard volunteers. "Both staff and administrator must constantly
keep in mind that volunteers are not personally helping them [word
in italics in original], but are helping the patients or the
community."  Along with the technical management and
administrative guidance, such counsel is clearly relevant and
important in keeping perspective on the matter of volunteers.

The treatment of volunteers in a medical institution exemplifies
the comprehensive, empathetic, and experienced treatment of all
the subjects.  Personnel - whether professional, clerical,
service, or volunteer - is obviously a major concern of any
institution and change in it.  The structure of an institution is
another crucial concern. This is addressed under the heading
"decentralization through unitization."  In the context of a large
public medical facility, decentralization "involves breaking up
the institution into semiautonomous units...; each of which is
like a small community health center in that it is responsible for
serving a specific part of the community."  As with the subject of
volunteers, the authors treat this subject of the structure of the
institution by examining its various sides, discussing related
personnel and administrative matters, relating instructive
anecdotes from their own experience, and in the end, offering
relevant and practical advice and actions whose sense is apparent
to the reader by this point.

Recognizing that the authors have faced many of the same
situations, decisions, pressures, challenges, and aims as they
have, top hospital and public-health administrators will no doubt
adopt many of the authors' recommendations for managing the
process of change.  The content of the book as well as its style
(which is obviously meant to be helpful, sympathetic, and
realistic) offers the reader not only resolutions, but also
encouragement.  The top hospital administrators and their staffs,
who are the main audience for "Dynamics of Institutional Change,"
will not find a better study and handbook to help them through the
changes their institutions are being called upon to undergo to
deal with the health concerns and problems of today's society.

Milton Greenblatt served as Commissioner of the Massachusetts
Department of Mental Health, and also was a Professor of
Psychiatry at Tufts University School of Medicine.  Myron Sharaf
was Associate Area Director of the Boston State Hospital, and also
a professor at Tufts. Evelyn M. Stone is a former Executive Editor
for the Massachusetts Department of Mental Health.

                          *********

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 ***