TCR_Public/050621.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, June 21, 2005, Vol. 9, No. 145     

                          Headlines

AIR CANADA: Appoints Three Executives to Complete Realignment
ALASKA AIRLINES: Inks Tentative 4-Year Labor Pact with Mechanics
ALLIED HOLDINGS: Voluntarily Files to Delist Stock from AMEX
AMERCO: Completed Refinancing Prompts S&P to Withdraw Ratings
AMERICAN BUSINESS: Ch. 7 Trustee Taps Miller Coffey As Accountant

AMERICAN BUSINESS: Countrywide Wants to Foreclose on Assets
AMI SEMICONDUCTOR: S&P Ratings Stable After $135M Flextronic Deal
ANY MOUNTAIN: If Plan Fails, Chapter 11 Trustee Will be Appointed
ARCAP 2003-1: Fitch Affirms Low-B Ratings on $56 Million Notes
ASSET BACKED: Moody's Rates Class M11 Subordinate Cert. at Ba2

ATA AIRLINES: Gets Court Nod to Lease Boeing 737s from Q Aviation
ATA AIRLINES: Chicago Express Gets Okay to Reject Three Contracts
BRIAN TREZAK: Case Summary & 20 Largest Unsecured Creditors
BURGER KING: Moody's Rates Proposed $1.15 Billion Bank Loan at Ba2
BURGER KING: S&P Rates Proposed $1.15 Billion Loans at B+

CAPITALSOURCE COMMERCIAL: Moody's Rates $72M Class E Notes at Ba2
CARRINGTON MORTGAGE: Moody's Rates Class M-9 Sub. Certs. at Ba1
CATHOLIC CHURCH: Portland Grants Easements at Gethsemani Cemetery
CELLSTAR CORP: Selling Up to $50 Million of Convertible Notes
CELLU TISSUE: Merger Plan Prompts Moody's to Improve Outlook

CITIGROUP MORTGAGE: Fitch Affirms BB+ Rating on Class M-7 Certs.
CNE GROUP: Filing Request for AMEX Delisting Appeal Hearing Today
COFFEYVILLE RESOURCES: Moody's Rates $275M 2nd Sec. Loan at B3
CREDIT SUISSE: Moody's Rates Class D-B-4 Subordinated Cert. at Ba1
CWABS INC: Moody's Downgrades Class B2 Cert. to Ba3 from Baa2

DIMENSIONS HEALTH: Moody's Affirms B3 Rating on $76.6 Mil. Bonds
DIVERSIFIED CORPORATE: Axtive Terminates Datatek Acquisition
DON SEALS: Case Summary & 20 Largest Unsecured Creditors
DOUBLECLICK INC: S&P Junks $115 Million Second-Lien Term Loan
ENRON CORP: Court Approves Allocation of Reserved Funds

ENRON CORP: MARTA Okays $1.8 Settlement Payment to ENA
ENRON CORP: Asks Court to Okay Cargill Settlement Agreement
EXIDE TECH: To File Fiscal 2005 Annual Financial Results Late
FARR MANUFACTURING: Case Summary & Largest Known Creditors
FEDERAL-MOGUL: Asbestos Claims Estimation Hearing - Days 1 & 2

FIRST FRANKLIN: Moody's Rates Class B-4 Sub. Certificates at Ba1
FUJI HEAVY: Weak Cash Flow Prompts S&P to Lower Ratings to BB+
GLOBAL CROSSING: Registers 800,000 Common Shares with SEC
GREENPOINT MORTGAGE: Moody's Rates Class B-4 Certificates at Ba2
GSAMP TRUST: Moody's Rates Class B-3 Sub. Certificates at Ba1

HARBOURVIEW CDO: Fitch Junks $49 Million Class B & C Notes
HOME RE: Moody's Rates Three Mortgage Note Classes at Low-B
HOVNANIAN ENT: Increases Revolving Credit Facility to $1.2 Billion
INTERSTATE BAKERIES: Wants to Combine 3 Profit Centers' Operations
INTERSTATE BAKERIES: Selling San Pedro Property for $14 Million

IPC ACQUISITION: Soliciting Consents to Amend 11.5% Sr. Indenture
IVOW INC: Annual Stockholders' Meeting Slated for July 19
IVOW INC: Investors Commit to Join in Private Equity Placement
KEYSTONE CONSOLIDATED: Disclosure Statement Hearing Set for Friday
KMART CORP: Lynx Associates Holds $12 Million Allowed Claim

MCLEODUSA INC: Nasdaq May Delist Common & Pref. Stock on Thursday
METALFORMING TECH: Wants to Sell Assets to Zohar for $25 Million
METALFORMING TECH: Wants to Pay Foreign Vendors' $1.3 Mil. Claims
METROMEDIA INT'L: Executes Waiver Pact on Senior Note Default
METROMEDIA INT'L: Amends PeterStar Share Purchase Agreement

MID-SOUTH LUMBER: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Gets Court Approval on Entergy Settlement Agreement
MIRANT CORP: Gets Court Approval on Deerpark Settlement Agreement
MYLAN LABORATORIES: S&P Rates $500 Mil. Sr. Unsec. Notes at BB+
NEWS CORPORATION: Board Approves Stock Repurchase Program

NORTHWEST AIRLINES: Just How High Are the Carrier's Labor Costs?
NRG ENERGY: Stockholders Okay Changes to Articles of Incorporation
NUCENTRIX BROADBAND: Bankruptcy Court Closes Chapter 11 Cases
NVF COMPANY: Case Summary & 40 Largest Unsecured Creditors
OFFSHORE LOGISTICS: Reporting Delay Cues Moody's to Review Ratings

PEGASUS SATELLITE: Plan Trustee Gets OK to Assign KB Lewiston Pact
PILLOWTEX CORP: Court Okays Hiring BDO Seidman for Tax Work
POGO PRODUCING: Selling Thailand Oil & Gas Assets for $820 Million
POLAR MOLECULAR: Nasdaq Delists Common Stock from OTCBB
PRIDE ELECTRIC: Case Summary & 20 Largest Unsecured Creditors

RHODES INC: Taps PricewaterhouseCoopers as Auditors & Tax Advisor
ROUGE INDUSTRIES: Wants Until Oct. 14 to File a Chapter 11 Plan
SAKS INC: Ratings Downgrade Entitles Holders to Convert Notes
SASKATCHEWAN WHEAT: S&P Rates C$250 Million Bank Loan at BB-
SECURITIZED ASSET: Moody's Rates $11.41M Class B4 Certs. at Ba1

SGP ACQUISITION: Committee Taps KL&Co as Special Asian Liaison
SHYPPCO FINANCE: Fitch Affirms Junk Ratings on $78.5 Million Debt
SPIEGEL INC: Bankruptcy Court Estimates Disputed Claims
STRUCTURED ASSET: High Monthly Losses Cue Fitch to Lower Ratings
TECHNEGLAS INC: Gets Court Okay to Enter into Labor Union MOU

TERWIN MORTGAGE: Moody's Rates Class B-4 Subord. Certs. at Ba1
THILMANY LLC: Merger Plan Prompts Moody's to Improve Outlook
TIRO ACQUISITION: Has Until July 10 to File Chapter 11 Plan
TODD MCFARLANE: Has Exclusive Right to File Plan Until October 17
TORCH OFFSHORE: Committee Blocks Sale of 11 Vessels to Cal Dive

TOUCH AMERICA: IRS Says Debtor Miscalculated Taxes by $1.2 Million
TOWER AUTOMOTIVE: Wants to Reject 11 Corydon Facility Leases
TOWER AUTOMOTIVE: Selling E-Coat System to Metalsa for $1,000,000
TRICOM S.A.: CEO & President Carl Carlson Resigns from Posts
TROPICAL SPORTSWEAR: Ex-CEO & Shareholders Want to Continue Suit

UAL CORP: Wants Court Nod on $11 Mil. Deposit to Purchase Planes
UAL CORP: Objects to KBC Bank's Request to Effect Set-Off
UNIFIED HOUSING: U.S. Trustee Wants Case Dismissed or Converted
UNIFIED HOUSING: General Electric Files Disclosure Statement
URS CORPORATION: Moody's Lifts Proposed $350M Loan Rating to Ba1

US AIRWAYS: Workers Say Transaction Retention Plan Still Stinks
USG CORP: Equity Panel Wants to Hire Morris Nichols as Counsel
VAN-ACTION: Savaria Acquires All Assets for $1.4 Million
VARIG S.A.: Brazilian Court Grants Interim Stay Order
W.R. GRACE: MDEP Holds $700,298 Allowed Unsecured Claim

WEIRTON STEEL: Court Denies D. Powell's Request for Rule 2004 Exam
WESTPOINT STEVENS: Wants to Walk Away from Central Valley Lease
WILBRAHAM CBO: Fitch Holds Junk Ratings on 3 Note Classes
WILLIAMS PRODUCTION: Moody's Raises Corporate Family Rating to Ba3
WMC MORTGAGE: Loss Expectations Prompt Fitch to Affirm Junk Rating

YUKOS OIL: Moscow Court Orders Yukos Unit to Pay Back Taxes

* Large Companies with Insolvent Balance Sheets

                          *********

AIR CANADA: Appoints Three Executives to Complete Realignment
-------------------------------------------------------------
Air Canada President and Chief Executive Officer, Montie Brewer,
reported three key executive appointments that support the
airline's strategic business objectives and complete its
organizational realignment.

Commenting on the appointments, Mr. Brewer said: "I am delighted
to welcome aboard Air Canada three highly talented individuals who
have proven track records in their respective fields.  Each will
play a leading role in implementing Air Canada's new business
model, further simplifying the travel experience and earning our
customers' loyalty.  They bring a wealth of experience to our
management team as we position Air Canada on the leading edge of
North American international carriers and build brand value for
the Air Canada franchise."

                           Sean Menke

Sean Menke, formerly Senior Vice President and Chief Operating
Officer at Frontier Airlines, joins Air Canada as Executive Vice
President and Chief Commercial Officer.  Reporting directly to
Montie Brewer, he will be responsible for all commercial aspects
of Air Canada's worldwide operations including marketing, sales,
scheduling, brand, research and product development, international
affairs, alliances and Jetz, the carrier's specialty charter
service.  Prior to his appointment as COO at Denver-based Frontier
Airlines, Mr. Menke oversaw all aspects of the airline's pricing,
revenue management, scheduling, planning, advertising, brand
management, sales, reservations, frequent flyer, e-commerce,
customer service and ground operations activities.  Mr. Menke
holds a Bachelor of Science, Economics and Aviation Management,
and a Masters Business Administration. His appointment is
effective July 11, 2005.

Reporting to Mr. Menke are:

   * Marc Rosenberg
     Vice President
     Sales and Product Distribution

   * Ben Smith
     Vice President
     Network Planning

   * Yves Dufresne
     Vice President
     International, Alliances and Regulatory Affairs

   * Claude Morin
     President and CEO
     Air Canada Cargo

                          Joshua Koshy

Joshua Koshy, formerly Senior Vice President, Information
Technology at Emirates Group, joins Air Canada as the airline's
Executive Vice President and Chief Financial Officer.  Reporting
directly to Montie Brewer, Mr. Koshy will be responsible for all
aspects of Air Canada's financial reporting, Six Sigma and project
management organization.  At Dubai-based Emirates, he was
responsible for financial services throughout the group prior to
leading its information technology activities.  Mr. Koshy is a
qualified chartered accountant, Certified Information Systems
Auditor and a qualified CDP from the Institute for the
Certification of Computer Professionals, U.S.A.  His appointment
is effective August 1, 2005.

He replaces Rob Peterson, who continues in his role as Executive
Vice President and CFO, ACE Aviation Holdings Inc., Air Canada's
parent company.

Reporting to Mr. Koshy is Danielle Poudrette, Vice President,
Corporate Initiatives.

                           David Tait

David Tait, formerly Executive Vice President of Virgin Atlantic's
North America operations, joins Air Canada as Senior Vice
President, Customer Service.  Reporting to Executive Vice
President and Chief Operating Officer, Rob Reid, Mr. Tait will be
responsible for customers' airport and in-flight experience, call
centres, customer solutions and customer service strategy.  Prior
to joining Air Canada, he led the start-up of Virgin Atlantic in
the United States and was thereafter responsible for the carrier's
North American operations.  Mr. Tait holds an OBE (Order of the
British Empire) in recognition of his services to the interests of
British aviation in the United States. His appointment is
effective September 1, 2005.

Reporting to Mr. Tait are:

   * Susan Welscheid
     Vice President
     Customer Experience, In-Flight

   * Chantal Baril
     President and Chief Executive Officer
     Air Canada Ground Handling Services.

All three executives will be located at the airline's Montreal
headquarters.

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.  

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.  


ALASKA AIRLINES: Inks Tentative 4-Year Labor Pact with Mechanics
----------------------------------------------------------------
Alaska Airlines and the Aircraft Mechanics Fraternal Association
jointly disclosed a tentative agreement on a new four-year
contract for the airline's 700 aircraft technicians.

Terms of the agreement are being withheld pending a ratification
vote by union members.  The ratification process is expected to
begin within the next two weeks.

"We are pleased to present, for our membership's consideration, a
contract that provides job security language and wage increases
that are unique in the current industry environment," said Louie
Key, AMFA Region 1 Director.

"We appreciate the dedication and professionalism of our aircraft
technicians during recent challenging times and are grateful to
the union leadership for working collaboratively with us to
achieve this long-term, market-based agreement that is a win for
both parties," said Alaska's CEO Bill Ayer.

AMFA's craft union represents aircraft maintenance technicians and
related support personnel at Alaska Airlines, ATA, Horizon
Airlines, Independence Airlines, Mesaba Airlines, Northwest
Airlines, Southwest Airlines and United Airlines.  AMFA's credo is
"Safety in the air begins with quality maintenance on the ground."
To learn more about AMFA, visit http://www.amfanatl.org/

Alaska Airlines and its sister carrier, Horizon Air, together
serve more than 80 cities in Alaska, the Lower 48, Canada and
Mexico.

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

                         *     *     *

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

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


ALLIED HOLDINGS: Voluntarily Files to Delist Stock from AMEX
------------------------------------------------------------
Allied Holdings, Inc. (Amex: AHI) filed an application with the
U.S. Securities and Exchange Commission to voluntarily delist its
common from trading on the American Stock Exchange.  The Company
asked the Amex to suspend trading in the Company's common stock if
and at the time that the SEC grants Allied's application to
withdraw its common stock from listing.  Allied expects to receive
an order from the SEC with respect to its delisting application in
July 2005.

Allied anticipates that upon the termination of the listing of its
common stock on the Amex, its common stock will be quoted on the
over-the-counter bulletin board under the symbol [AHI.OB], however
Allied can not give any assurance that any broker will make a
market in the Company's common stock.

As previously announced, Allied has been operating under a plan
that was approved by the Amex in February 2005 in order to bring
Allied's shareholders' equity above the continued listing
requirements of the Amex by May 2006.  Allied filed a notice to
voluntarily delist its common stock from trading on the Amex
because the Company does not currently believe that it will comply
with the plan as previously submitted to the Amex.

Allied Holdings, Inc., is the parent company of several
subsidiaries engaged in providing distribution and transportation
services of new and used vehicles to the automotive industry.  The
services of Allied's subsidiaries span the finished vehicle
continuum, and include car-hauling, intramodal transport,
inspection, accessorization and dealer prep.  Allied, through its
subsidiaries, is the leading company in North America specializing
in the delivery of new and used vehicles.

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on vehicle transporter Allied Holdings Inc. to 'CCC-' from
'CCC+' and its unsecured debt rating to 'CC' from 'CCC-'.  The
outlook on the Decatur, Georgia, company is negative.  At
March 31, 2005, Allied had $290 million in lease-adjusted debt.

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


AMERCO: Completed Refinancing Prompts S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its senior secured
debt rating on AMERCO's $550 million bank facility and AMERCO's
secured notes.  The withdrawal of the ratings reflects the
completion of refinancing outstanding debt with mortgage and
hybrid real estate loans.

"Ratings on AMERCO (B+/Stable/--) reflect the company's weak
financial profile following its emergence from Chapter 11
bankruptcy protection on March 15, 2004, that resulted in
constrained financial flexibility," said Standard & Poor's credit
analyst Kenneth L. Farer.  In addition, ratings take into account
ongoing investigations of the company by the SEC.  A positive
credit factor is the company's position as the largest participant
in the consumer truck rental market.

Reno, Nevada-based AMERCO is a holding company whose principal
subsidiary, U-Haul International Inc., represents approximately
80% of consolidated revenues.  AMERCO is also the parent of Amerco
Real Estate Co., which owns and manages most of AMERCO's real
estate assets, and two insurance companies -- Republic Western
Insurance Co. and Oxford Life Insurance Co.  SAC Holdings, an off-
balance sheet related entity, owns self-storage properties managed
by AMERCO subsidiaries.

On June 9, 2005, Repwest was released from administrative
supervision by the Arizona Department of Insurance.  Repwest had
been under administrative supervision since May 20, 2003.

AMERCO's revenues and earnings are expected to improve modestly
over the intermediate term.  However, upside rating potential will
be limited by a heavy debt burden, constrained financial
flexibility, and various ongoing investigations.


AMERICAN BUSINESS: Ch. 7 Trustee Taps Miller Coffey As Accountant
-----------------------------------------------------------------
George L. Miller, the duly appointed Chapter 7 Trustee for the
American Business Financial Services, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Miller Coffey Tate, LLP, as his accountants.

Mr. Miller requires the services of accountants to:

   (a) assist in reporting to the U.S. Trustee regarding the
       Debtors' financial status;

   (b) assist the ABFS Trustee in pursuing causes of action for
       the estate's benefit;

   (c) attend meetings with the ABFS Trustee and court hearings
       as required;

   (d) prepare and file necessary tax returns;

   (e) provide all other accounting services as may be required
       by the ABFS Trustee when necessary;

   (f) assist the ABFS Trustee in identifying and securing
       the assets and records of the estate and provide forensic
       and valuation services if required concerning the estate's
       property; and

   (g) assist with the preparation of budgets and related items.

The ABFS Trustee informs the Honorable Mary F. Walrath that he is
a member and partner employed as an accountant by the firm.

The ABFS Trustee believes that Miller Coffey has the appropriate
accounting skills and personnel needed to perform the required
accounting services.

Miller Coffey will be paid in accordance with its normal hourly
rates:

       Partners and principals               $240 to $365
       Managers                              $200 to $235
       Senior accountants                    $155 to $195
       Staff accountants/paraprofessionals    $85 to $150

Daniel J. Coffey, also a partner at the firm, assures Judge
Walrath that Miller Coffey does not represent an interest adverse
to the estate and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Philadelphia, Pennsylvania, American Business  
Financial Services, Inc., together with its subsidiaries, is a  
financial services organization operating mainly in the eastern  
and central portions of the United States and California.  The  
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-
10203).  Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $1,083,396,000
in total assets and $1,071,537,000 in total debts.  (American  
Business Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN BUSINESS: Countrywide Wants to Foreclose on Assets
-----------------------------------------------------------
On Jan. 2, 1997, John Bodi executed and delivered to America's
Wholesale Lender a note for $103,200, plus 7.75% interest per
annum, attorneys' fees, costs and late charges to be paid over 30
years.  To secure the repayment of sums due under the Note, Mr.
Bodi executed and delivered to America's Wholesale a mortgage,
dated January 2, 1997, encumbering the real property at 33369
Lake Shore Drive in Wildwood, Illinois.

Neil F. Dignon, Esq., at Draper & Goldberg, P.L.L.C., in
Georgetown, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that the AWL Mortgage and AWL Note were later
transferred to Countrywide Home Loan, Inc.

American Business Credit, Inc., holds a lien subordinate to the
lien created by the AWL Mortgage by virtue of a mortgage executed
by Mr. Bodi, securing a note for $35,000.

Mr. Dignon notes that Mr. Bodi is in default under the AWL Note
for having failed to pay the December 2004 through April 2005
monthly installments.

According to Mr. Dignon, the lien created by the mortgage held by
ABC is not necessary for the Debtors' reorganization, as that
lien adds little or no value to the bankruptcy estate.

"A continued stay of Countrywide's action against Mr. Bodi and
ABC will cause Countrywide significant prejudice," Mr. Dignon
says.  "It is not economically feasible to attempt to recover the
judgment amount for the Bankruptcy Estate as the underlying real
property is located out of state."

Thus, Countrywide asks the Court to terminate the automatic stay
for Countrywide to exercise its legal rights under applicable law
as to the Property, including but not limited to, foreclosure
against the Property under the Mortgage.

Headquartered in Philadelphia, Pennsylvania, American Business  
Financial Services, Inc., together with its subsidiaries, is a  
financial services organization operating mainly in the eastern  
and central portions of the United States and California.  The  
Company originates, sells and services home mortgage loans through
its principal direct and indirect subsidiaries.  The Company,
along with four of its subsidiaries, filed for chapter 11
protection on Jan. 21, 2005 (Bankr. D. Del. Case No. 05-
10203).  Bonnie Glantz Fatell, Esq., at Blank Rome LLP represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $1,083,396,000
in total assets and $1,071,537,000 in total debts.  (American  
Business Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMI SEMICONDUCTOR: S&P Ratings Stable After $135M Flextronic Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Pocatello, Idaho-based AMI Semiconductor Inc. to stable from
positive, following the announcement that it will acquire the
semiconductor division of Flextronics Inc. for $135 million in
cash.  The corporate credit and senior secured ratings are
affirmed at 'BB-'.

"The outlook revision reflects the likelihood that leverage will
increase following the acquisition, potentially to 2.5x or 3.0x,
as well as some integration risks in merging Flextronics'
operations with those of AMI," said Standard & Poor's credit
analyst Lucy Patricola.  While AMI has sufficient cash and unused
availability under its bank line to fund the cash purchase price,
liquidity would be reduced without some form of longer term,
external funding.  Low debt to EBITDA, 1.6x as of March 2005,
provides the company flexibility to accommodate this acquisition
within the rating.  While the businesses to be acquired complement
AMI's market position in mixed signal products and digital ASICs,
there will be some integration challenges as AMI incorporates the
operations.

Standard & Poor's ratings on AMI reflect a niche product focus,
small scale, and volatility in the company's smaller digital and
foundry businesses.  These factors partly are offset by the
company's sole-source agreements to provide semiconductor chips
and its diversified customer and end-market base.  AMI supplies
customized semiconductor chips, called application-specific
integrated circuits, for automotive, industrial, communications,
medical, and military applications.

AMI has established itself in a niche providing lower-volume,
lower-technology semiconductors, primarily in the mixed signal
segment.  The company is the sole-source provider for
approximately 95% of the products it manufactures and, given low
obsolescence in its product line, has long-term relationships with
its customers.  The mixed signal business, 60% of revenues,
experiences lower volatility because it serves stable and growing
end-markets, such as automotive, medical, and industrial.


ANY MOUNTAIN: If Plan Fails, Chapter 11 Trustee Will be Appointed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
granted the request of Any Mountain Ltd.'s Official Committee of
Unsecured Creditors to appoint a chapter 11 trustee in the
Debtor's case.  The Honorable Alan Jaroslovsky set the appointment
date as two months after the approval of the disclosure statement
if the Debtor's chapter 11 plan isn't confirmed by that date.

The Debtor filed its Plan and accompanying Disclosure Statement on
June 10, 2005.  A summary of the company's plan appeared in the
Troubled Company Reporter yesterday.  

                      Plan is "Unfeasible"

Robert L. Eisenbach III, Esq., at Cooley Godward LLP, in San
Francisco, California, represents the Committee.  Mr. Eisenbach
tells the court that under its current leadership, the Debtor is
unwilling to pursue any options other than an "unfeasible" plan of
reorganization (which the Debtor did not negotiate with the
Committee).  Mr. Eisenbach points out that the Plan is full of
presumptions that are contingent on the completion of processes
that the Debtor has yet to even set in motion.

The Debtor's Plan and Disclosure Statement do not include a budget
or any projections on which to base the possibility for a
successful reorganization.  The only projections submitted by the
Debtor are one-year pro forma financial projections, which were
produced in response to the Committee's Bankruptcy Rule 2004
document request.  Mr. Eisenbach argues that these projections
cannot support the Debtor's Plan.

Not only are the pro forma projections contingent upon sales
increases that are virtually impossible to achieve and certainly
unprecedented in the Debtor's history of operations, but they're
also premised on the Debtor's operating six stores.  The Debtor's
Plan and Disclosure Statement contemplate operating four.

             $1.6 Million Cash Shortfall in November

As the Committee lacks any projections better suited to the
Debtor's current proposed Plan, it has attempted to analyze the
pro forma financial statements.  That analysis, the Committee
says, demonstrates that pursuing the Debtor's Plan is not in the
best interests of the estate.  The Debtor projects it will run out
of money in September 2005, before it has a chance to replenish
its bank accounts with its historically better Winter season
sales, Mr. Eisenbach tells the Court.

Even assuming the Debtor is capable of meeting its projections --
which requires a grossly unrealistic 52% sales increase -- there
will still be a $1.6 million cash shortfall in November 2005.  If
the Debtor's sales only increase by 20% -- still a huge stretch
given historic results of underperformance and losses -- the cash
shortfall would total $1.7 million; with a 10% sales increase,
$1.8 million.

Thus, the Debtor needs a cash infusion of just under $2 million to
successfully operate its business into next Winter's ski season.

                 President Can't & Won't Invest

Eldon "Bud" Hoffman, the Debtor's president and sole stockholder,
has not indicated his readiness or willingness to make a $2
million investment.  Furthermore, according to Mr. Eisenbach, Mr.
Hoffman's ability to invest in the Debtor is questionable
considering the numerous personal guaranties, tax liens and other
security interests attached to his personal assets.

Additionally, the Debtor did not furnish the names of any entities
that it contacted or by whom it was contacted to provide
financing, despite the Committee's specific request for that list
in its Document Request.  Thus, the Committee is left to assume
that the Debtor has failed to actively pursue debtor-in-possession
financing or even to put a process in place to do so.  

                        Unwilling to Sell

The Debtor has been unwilling to consider purchase offers from
outside entities that would salvage the most value from the
Debtor's estate.  The Debtor received Offers from seven separate
entities to purchase some portion of the Debtor's assets, which
offers contemplated, inter alia, purchasing the Debtor as a going
concern with offers of employment to existing employees, and
purchasing the Debtor's inventory, store leases and intellectual
property.  Despite the substantial value represented by these
Offers, the Debtor remained unwilling to contact even one of the
interested parties to negotiate these Offers, pursue them in any
way or authorize its counsel to establish a Court authorized sale
process.

                     The Need for a Trustee

The Committee sought the appointment of a chapter 11 trustee to
review the Debtor's Plan and Offers and pursue the best course of
action for the estate.  The Debtor's management is not capable of
being objective as evidenced by its proposed "unfeasible" Plan and
failure to discuss any of the Offers, the Committee contends.

Headquartered in Corte Madera, California, Any Mountain Ltd,
operates ten specialty outdoor stores throughout the San Francisco
Bay Area.  The Company filed for chapter 11 protection on Dec. 23,
2004 (Bankr. N.D. Calif. Case No. 04-12989).  Michael C. Fallon,
Esq., of Santa Rosa, California represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed below $50,000 in assets and more than
$10 million in debts.


ARCAP 2003-1: Fitch Affirms Low-B Ratings on $56 Million Notes
--------------------------------------------------------------
Fitch Ratings affirms all of the rated notes issued by ARCap
2003-1 Resecuritization, Inc.  The affirmation of these notes is a
result of Fitch's annual rating review process.

These rating affirmations are effective immediately:

     -- $58,000,000 class A notes 'AAA';
     -- $36,000,000 class B notes 'AA';
     -- $20,500,000 class C notes 'A';
     -- $15,400,000 class D notes 'A-';
     -- $36,100,000 class E notes 'BBB+';
     -- $13,000,000 class F notes 'BBB';
     -- $45,000,000 class G notes 'BBB';
     -- $9,000,000 class H notes 'BBB-';
     -- $28,000,000 class J notes 'BB';
     -- $28,000,000 class K notes 'B'.

The ratings of the class A and B notes address the likelihood that
investors will receive timely payments of interest, as per the
governing documents, as well as the aggregate principal amount by
the stated maturity date.  The ratings of the class C, D, E, F, G,
H, J and K notes address the likelihood that investors will
receive ultimate interest payments, as per the governing
documents, as well as the aggregate principal amount by the stated
maturity date.

ARCap 2003-1 is a collateralized debt obligation, which closed
Aug. 27, 2003, supported by a static pool of non-investment grade
commercial mortgage-backed securities.  The collateral was
selected and is administered by ARCap REIT, Inc., rated 'CAM2' by
Fitch for structured finance collateral management.  Also, ARCap
Servicing, Inc. is rated 'CSS1-' and is the special servicer on
all the underlying CMBS transactions.  Fitch has reviewed the
credit quality of the individual assets comprising the portfolio
and will continue to monitor ARCap 2003-1 closely to ensure
accurate ratings.

According to the May 20, 2005 trustee payment report the combined
class A, B, C, D, E, F, G, and H overcollateralization test was
180.3% relative to the minimum test level of 100%.  The CDO has
experienced minimal credit migration and no collateral has
defaulted since closing.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/.For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


ASSET BACKED: Moody's Rates Class M11 Subordinate Cert. at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Asset Backed Securities Corporation
Home Equity Loan Trust, Series 2004-HE4 and ratings ranging from
Aa1 to Ba2 to the mezzanine and subordinate certificates in the
deal.

The securitization is backed by New Century Mortgage Corp.
originated adjustable-rate (82%) and fixed-rate (18%) sub-prime
mortgage loans.  The ratings are based primarily on:

   * the credit quality of the loans;

   * past performance of collateral from this originator; and
   
   * on the protection from subordination, overcollateralization,
     and excess spread.

The credit enhancement requirements reflect some benefit for due
diligence performed on the collateral.  The credit quality of the
loans backing this deal is in line with previous securitizations
by this issuer.  Moody's expects collateral losses to range from
4.50% to 4.75%.

Select Portfolio Servicing, Inc. will service the loans. Moody's
has assigned its average servicer quality rating (SQ3) to Select
for primary servicing of sub-prime mortgage loans.

The complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan
        Trust, Series 2005-HE4

Issue: Asset Backed Pass-Through Certificates, Series 2005-HE4

   * Class A1, rated Aaa
   * Class A2, rated Aaa
   * Class A2A, rated Aaa
   * Class A2B, rated Aaa
   * Class M1, rated Aa1
   * Class M2, rated Aa2
   * Class M3, rated Aa3
   * Class M4, rated A1
   * Class M5, rated A2
   * Class M6, rated A3
   * Class M7, rated Baa1
   * Class M8, rated Baa2
   * Class M9, rated Baa3
   * Class M10, rated Ba1
   * Class M11, rated Ba2


ATA AIRLINES: Gets Court Nod to Lease Boeing 737s from Q Aviation
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved the request of ATA Airlines, Inc. and its debtor-
affiliates to:

     * lift the automatic stay provided by Section 362(a) to
       allow Q Aviation to exercise all of its rights and
       remedies under the Leases.

     * consider the obligations contained in Section 1110(c)(1)
       applicable to the Debtors under the Leases.

     * grant administrative expense status pursuant to Sections
       503(b) and 507(a) to any and all claims of Q Aviation
       arising under or related to the Leases, once the Leases
       are duly executed.

As previously reported in the Troubled Company Reporter on May 6,
2005, the Debtors negotiated the return of several leased Boeing
737-800 aircraft.  The Debtors also held extensive discussions
with various potential lessors to replace a portion of the
Returned Aircraft with older Boeing 737 "classic," aircraft to
meet ATA Airlines' postpetition fleet plan and operational needs.

With the consent of the Official Committee of Unsecured
Creditors, the Debtors and Q Aviation, LLC, executed a letter of
intent pursuant to which Q Aviation will lease five to 12 Boeing
737 classic aircraft to ATA Airlines.

The Letter of Intent contains the financial details of the Leases
that are confidential in nature.  The Letter of Intent has been
filed under seal pursuant to Section 1110 of the Bankruptcy Code.

Although the entry of the Q Aviation Leases may be performed in
"ordinary course" of business, the Debtors, out of an abundance of
caution, asked the United States Bankruptcy Court for the Southern
District of Indiana to approve the Leases.

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: Chicago Express Gets Okay to Reject Three Contracts
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on May 20,
2005, Chicago Express seeks the U.S. Bankruptcy Court for the
Southern District of Indiana's authority to reject the Agreements,
effective when it:

   (i) tenders notice of the rejection to the counterparty of the
       Agreements; or

  (ii) surrenders possession of the personal or real property
       subject to the Agreements.

Chicago Express Airlines, Inc., and Pan Am International Flight
Academy are parties to an Exclusive Training Services Agreement
dated May 1, 2003.  Under the Agreement, Chicago Express is
entitled to use Pan Am exclusively for outside pilot training.

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

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

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

*   *   *

At the Debtor's behest, the Court approved the motion.

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)


BRIAN TREZAK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brian T. Trezak
        aka Brian T. Trezak, MD
        Greystone Loch Apts, Apt C28
        Hilton Head, South Carolina 29926
        Tel: (843) 298-1043

Bankruptcy Case No.: 05-06975

Type of Business: The Debtor is a physician.

Chapter 11 Petition Date: June 17, 2005

Court: District of South Carolina (Charleston)

Judge: John E. Waites

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  Ivan N. Nossokoff, LLC
                  25 Cumberland Street
                  Charleston, SC 29401
                  Tel: (843) 577-5292
                  Fax: 843-723-3159

Total Assets: $757,977

Total Debts:  $1,120,882

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Wachovia Bank                                    $75,095
P.O. Box 96074
Charlotte, NC 28296

Citibank Financial                               $47,000
Student Loans
P.O. Box 6615
The Lakes, NV 88901

Wachovia Bank                                    $13,600
P.O. Box 96074
Charlotte, NC 28296

Bank of America                                  $12,984
P.O. Box 26059
Greensboro, NC 27420

Heritage Medical Partners LLC                     $9,600
460 William Hilton Parkway
Hilton Head Isld, SC 29926

Caligor                                           $7,421
526 Congaree Road
Greenville, SC 29607

PCI-Compliance Service Dept                       $4,200
2865 Metropolitan Place
Pomona, CA 91767

PHS Medical Sales                                 $3,426
1919 Maybank Hwy
Charleston, SC 29412

Island Medical Plaza POA                          $3,031
c/o GW Services Inc.
P.O. Box 6476
Hilton Head, SC 29938

Dell Computers                                    $4,800
Payment Processing Center   Value of Security:
P.O. Box 5292               $2,000
Carol Stream IL 60197

Spectrum Lab Network                              $2,232
P.O. Box 35907
Greensboro, NC 27425

Hilton Head Heart PA                              $1,473
25 Hospital Boulevard, Suite 305
Hilton Head, SC 29926

Wells Fargo Financial                             $1,195
P.O. Box 6434
Carol Stream, IL 60197

Lincoln Benefit Life Co.                            $960
P.O. Box 80469
Lincoln, NE 68501

Bio-Rad Laboratories                                $647
P.O. Box 70378
Chicago, IL 60673

One Call Does It All Inc.                           $645
35 Marshland Road, Suite 3
Hilton Head Isld, SC 29926

Palmetto Electric Co-op Inc.                        $376
P.O. Box 23619
Hilton Head, SC 29925

Beckman Coulter                                     $150
Deparment CH 10164
Palatine, IL 60055

Commodore Medical Services                          $111
1941 Cement Plant Road
Nashville, TN 37208

Hilton Head No.1 Public Service                      $44
P.O. Box 21264
Hilton Head SC 29925


BURGER KING: Moody's Rates Proposed $1.15 Billion Bank Loan at Ba2
------------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the proposed
$1.15 billion bank loan of Burger King Corporation.  Together with
cash on hand, proceeds from the new bank loan will refinance all
debt incurred in the December 2002 leveraged buyout.  Limiting the
ratings are Moody's belief that Burger King's financial
flexibility will remain weak for several years relative to higher
rated restaurant peers and the challenges in steadily improving
performance in the competitive hamburger QSR segment.

However, the resilience of the Burger King brand and Moody's
expectation that the company will continue to improve operating
efficiency support the rating placement.  The rating outlook is
stable.  This is the first time that Moody's has rated Burger
King.

Ratings are assigned as:

   -- $150 million Revolving Credit Facility at Ba2,
   -- $250 million Term Loan A at Ba2,
   -- $750 million Term Loan B at Ba2, and the
   -- Senior Implied Rating at Ba2.

The ratings are limited by:

   * the company's leveraged financial condition (especially
     adjusted for operating lease obligations) and modest fixed
     charge coverage;

   * the intense level of competition within the hamburger segment
     of the quick service restaurant industry; and

   * the extended history of weak average unit volume and
     restaurant margin at Burger King relative to many peers.

Moody's opinion that the domestic hamburger QSR segment has
matured and will grow at low single-digit rates, the sensitivity
of customer traffic to economic conditions that impact disposable
income levels, and the vulnerability to price volatility for
commodities such as beef and chicken also limit the ratings.

However, the ratings consider the wide consumer recognition of
"Burger King" as a differentiated hamburger restaurant brand,
Moody's expectation that the Burger King system will continue
recent trends of improved customer traffic and unit-level margin,
and our belief that a substantial fraction of future discretionary
cash flow will be used for balance sheet improvement.  The high
variable contribution from incremental sales if average unit
volume (now about $1.1 million across the Burger King system)
equals smaller peers such as Wendy's (AUV of $1.3 million), Jack
in the Box (AUV of $1.2 million), or Carls Jr (AUV of $1.3
million) and the international and domestic development potential
of the Burger King system(considering that Burger King, while the
third largest global operator & franchiser of restaurants, is only
about a third the size of the McDonald's system) also benefit the
ratings.

The stable outlook reflects the expectations that the entire
Burger King system will continue improving operations (using
measures such as average unit volume and restaurant margin) to
levels closer to its peers, cash flow from operations will
comfortably cover capital expenditures and debt service
obligations, and discretionary cash flow will be used for balance
sheet improvement.  Upward rating momentum is unlikely until
average unit volume and restaurant-level margin consistently
approximates hamburger QSR peers, lease adjusted leverage falls
below 4 times, and fixed charge coverage (as defined by Moody's)
exceeds 2.5 times.  Ratings would be negatively impacted if
indications of improved sales momentum at Burger King stall,
higher sales do not lead to restaurant margin steadily progressing
towards industry norms, or debt protection measures do not improve
from current levels.  Renewed financial difficulties at a
significant proportion of franchisees or permanent use of the
revolving credit facility also would place downward pressure on
the ratings.  The ratings do not consider the impact of any
potential equity transaction.

The Ba2 rating on the proposed bank loan (to be comprised of a
$150 million Revolving Credit Facility, a $250 million Term Loan
A, and a $750 million Term Loan B) considers the collateral
provided by all capital stock of the company and its subsidiaries,
the negative pledge on other assets, and the guarantees of
domestic operating subsidiaries.  Moody's expects that the bank
agreement will meaningfully limit returns to shareholders.
Significant other assets include 875 (mostly domestic) fee-owned
properties, a royalty stream from almost 10,000 franchisee
contracts, and intangibles such as the well-known Burger King
brand.  The bank loan is rated at the same level as the Senior
Implied Rating because of the large weight of this debt class in
the total debt structure.  Initial liquidity will be comprised of
at least 40% of the Revolving Credit Facility commitment and $150
million in cash, given Moody's expectation that up to 30% of the
Revolving Credit Facility commitment could initially be drawn and
that about $42 million may be used for letter of credit
utilization.

Margin at corporate Burger King restaurants for the nine months
ending March 2005 is weaker than many other restaurants rated by
Moody's, even though almost double the same period of the prior
fiscal year.  The company has achieved consistently positive
comparable restaurant sales over the past 16 months for the first
time since 1999.  During the several recent years of mediocre
operating performance, EBITDA always covered interest expense and
maintenance capital expenditures and system revenue remained
relatively constant at around $11.5 billion.  Pro-forma for the
contemplated transaction, lease adjusted leverage will be
relatively high and fixed charge coverage will be relatively low.

However, over the next two years, Moody's expects that increased
operating cash flow will cover debt service and capital
expenditures, debt protection measures will improve to levels that
are more appropriate for the assigned ratings, and the revolving
credit facility will be used only for letter of credit support and
seasonal working capital needs.

Burger King Corporation, with headquarters in Miami, Florida,
operates 1,119 and franchises 9,974 Burger King hamburger quick
service restaurants in the United States and 64 other countries.
Corporate revenue for the twelve months ending March 31, 2005 was
about $1.9 billion and total sales across the Burger King system
were about $12 billion.


BURGER KING: S&P Rates Proposed $1.15 Billion Loans at B+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to quick-service restaurant operator Burger King
Corp.  It also assigned 'B+' ratings to the company's proposed:

    * $150 million secured revolving credit facility,
    * $250 million secured term loan A due 2011, and
    * $750 million secured term loan B, which matures 2012.

A recovery rating of '2' was assigned to the credit facility,
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.  The outlook is
positive.

"Ratings reflect Burger King's below-average business profile,
leveraged capital structure, and thin cash flow protection
measures," said Standard & Poor's credit analyst Diane Shand.
Proceeds from the debt offering will be used to refinance existing
debt and for general corporate purposes.  The ratings are based on
preliminary terms and are subject to change after review of final
documents.

Miami, Florida-based Burger King operates in an extremely
competitive industry.  Management faces the formidable challenge
of regaining market share after experiencing large systemwide
problems from 1999 to 2003 due to senior management turnover, an
inadequate product pipeline, weak marketing and promotions, and
the poor financial health of a large portion of its franchisees.
Still, the company has a strong brand name and stable cash flows
due to its large royalty stream.

Operating performance has shown some improvement since the company
was purchase by a consortium of investors in 2002. As an
independent company, the management team was strengthened, new
products were developed, and financial and relationship issues in
the franchise system were addressed.


CAPITALSOURCE COMMERCIAL: Moody's Rates $72M Class E Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to six classes of notes
issued by CapitalSource Commercial Loan Trust 2005-1:

   1) Aaa to the U.S. $425,000,000 Class A-1 Floating Rate Asset
      Backed Notes, Series 2005-1;

   2) Aaa to the U.S. $468,750,000 Class A-2 Floating Rate Asset
      Backed Notes, Series 2005-1;

   3) Aa2 to the U.S. $62,500,000 Class B Floating Rate Deferrable
      Asset Backed Notes, Series 2005-1;

   4) A2 to the U.S. $103,125,000 Class C Floating Rate Deferrable
      Asset Backed Notes, Series 2005-1;

   5) Baa2 to the U.S. $62,500,000 Class D Floating Rate
      Deferrable Asset Backed Notes, Series 2005-1; and

   6) Ba2 to the U.S. $71,875,000 Class E Floating Rate Deferrable
      Asset Backed Notes, Series 2005-1.

The ratings assigned to the notes address the ultimate cash
receipt of all interest and principal payments required by the
notes' governing documents and are based on the expected loss
posed to the noteholders relative to the promise of receiving the
present value of such payments.  The ratings of the notes are also
based upon the transaction's legal structure and the
characteristics of the collateral pool, which will consist
primarily of U.S. dollar-denominated senior secured loans.

Moody's ratings on the composite securities only address the
ultimate receipt of the rated balance for each composite security
relative to the promise of receiving the present value of such
payment and do not address any other payments or additional
amounts that a holder of composite securities may receive pursuant
to the underlying documents.


CARRINGTON MORTGAGE: Moody's Rates Class M-9 Sub. Certs. at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by Carrington Mortgage Loan Trust 2005-
NC2 and ratings ranging from Aa1 to Ba1 to the mezzanine and
subordinate certificates in the deal.

The securitization is backed by New Century originated adjustable-
rate sub-prime mortgage loans with an interest-only feature.  The
ratings are based primarily on:

   * the credit quality of the loans;
   
   * performance of this type of collateral from this originator;
     and
   
   * on the protection from subordination, overcollateralization,
     and excess spread.

The credit enhancement requirements reflect some benefit for due
diligence performed on the collateral.  Moody's expects collateral
losses to range from 4.75% to 4.95%.

The complete rating actions are:

Issuer: Carrington Mortgage Loan Trust 2005-NC2

Securities: Asset Backed Pass-Through Certificates

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A2
   * Class M-5, rated A3
   * Class M-6, rated Baa1
   * Class M-7, rated Baa2
   * Class M-8, rated Baa3
   * Class M-9, rated Ba1


CATHOLIC CHURCH: Portland Grants Easements at Gethsemani Cemetery
-----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Oregon authorizes the Archdiocese of Portland in Oregon to
grant a way of easement to PacifiCorp regarding electrical service
to Holy Redeemer School.  Judge Perris approves the terms,
conditions, and transactions contemplated by the request,
including the transfer of the Archdiocese's interest in the
property regarding the PacifiCorp easement.  The transfer of
Portland's interest, if any, in the property is likewise approved
and authorized.

The Archdiocese of Portland sought authority from the U.S.
Bankruptcy Court for the District of Oregon to execute:

   (a) in favor of PacifiCorp, an Oregon Corporation, a Right of
       Way Easement for an area of parish property to provide
       additional electric service to Holy Redeemer School on
       North Portland; and

   (b) a Grant of Easement for Road and Right of Way Purposes, in
       favor of Clackamas County, over Gethsemani Cemetery
       property, in exchange for frontage improvements to the
       cemetery.

*   *   *

The U.S. Bankruptcy Court for the District of Oregon approves the
request as it concerns the easement for road and right-of-way
purposes at Gethsemani Cemetery.

"The terms conditions, and transactions contemplated by the
Motion, including the transfer of the [Archdiocese's] interest, if
any, in the property . . . regarding the Gethsemani easement, are
approved, and the transfer of [Portland's] interest, if any, in
the property is approved and authorized," Judge Perris rules.

The Court authorizes Portland, as the record title-holder of the
property, to execute in favor of Clackamas County, Oregon, an
easement for road and right-of-way purposes over the Gethsemani
Cemetery property in exchange for frontage improvements to the
cemetery.

Judge Perris clarifies that the Order does not determine the
rights and claims of any party-in-interest, including Portland,
Portland's creditors, Portland's estate, Holy Redeemer Church,
Gethsemani Cemetery, any parish, parishioner donor, others with
respect to the property.  All the rights and claims are preserved.

Furthermore, the Order will not constitute a waiver of rights of
Portland, the Tort Claimants Committee, any creditor, any parish,
parishioner, or any party-in-interest with respect to the property
that is subject of any pending dispute.

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)


CELLSTAR CORP: Selling Up to $50 Million of Convertible Notes
-------------------------------------------------------------
CellStar Corporation (OTC Pink Sheets: CLST) disclosed a proposal
to sell up to $50 million of convertible debentures.  The Company
also signed a letter of intent to sell up to $25 million of the
Debentures to Stanford Financial Group Company and its affiliates.  
Stanford is acting on its own behalf and as financial advisor to
Alan H. Goldfield, the founder and former Chairman and CEO of
CellStar.  The Company has not yet entered into any letter of
intent for the sale of the balance of the Debentures.
  
The Debentures would have a four-year term with a coupon rate of
8% and would be convertible into the Company's common stock at
$4.00 a share.  For each $1000.00 of Debentures, the Company would
issue warrants to purchase 192 shares exercisable at $0.01 per
share, with a five-year term.  The Debentures would be subordinate
to the Company's senior credit facility and 12% senior
subordinated notes due January of 2007.

The letter of intent is non-binding and the final terms of the
definitive agreement are contingent upon, among other conditions:

   -- the satisfactory results of Stanford's due diligence
      investigation of the Company;

   -- the prevailing securities market conditions at the time of
      the closing of the proposed transaction;

   -- the election of Mr. Goldfield as the Company's Chairman of
      the Board and Chief Executive Officer;

   -- the election of three persons named by Mr. Goldfield to
      serve on the Company's five-member Board of Directors; and

   -- certain agreements between Mr. Goldfield and Stanford.

Stanford is aware of the on-going review in its Asia Pacific
Region by the Company's Audit Committee.  It is anticipated that
the due diligence examination will commence immediately and that
the closing will be held, or the efforts toward concluding a
transaction will terminate by July 31, 2005.

There can be no assurance that the parties will be successful in
negotiating a definitive agreement or consummating the proposed
transaction.  The Debentures will not be registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

                          Delisting

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

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

                            Waiver

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

The Waiver was executed by Wells Fargo Foothill, Inc., as agent
and a lender, Fleet Capital Corporation, Textron Financial
Corporation, and PNC National Bank Association, as lenders, and
the Company and certain of its subsidiaries as borrowers,
including CellStar, Ltd., National Auto Center, Inc., CellStar
Financo, Inc., CellStar International Corporation/SA, CellStar
Fulfillment, Inc., CellStar International Corporation/Asia,
Audiomex Export Corp., NAC Holdings, Inc., CellStar Global
Satellite Services, Ltd., and CellStar Fulfillment Ltd.

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


CELLU TISSUE: Merger Plan Prompts Moody's to Improve Outlook
------------------------------------------------------------
Moody's Investors Service changed the outlook for Cellu Tissue
Holdings, Inc., to developing from stable.  The change in outlook
is prompted by the recent announcement that Cellu Tissue has
entered into an agreement and plan of merger with an affiliate of
Kohlberg & Company in which Kohlberg will acquire Cellu Tissue.

The developing outlook reflects the uncertainty as to:

   1) the composition of the final capital structure post the
      proposed acquisition;

   2) the position of existing bondholders within the new capital
      structure;

   3) the anticipated combination of Cellu Tissue and Thilmany
      Inc. to effect the acquisition and the final corporate
      structure that will result, in addition to;

   4) the various other conditions and approvals required to close
      the transaction.

In the event the acquisition and combination were not consummated
the outlook would likely be changed to stable.

Cellu Tissue's B2 senior implied rating reflects:

   * the modest scale of the company's operations;
   
   * relatively weak balance sheet;
   
   * price exposure to raw material and energy;
   
   * significant competitive pressures;
  
   * the ability of customers to bring production back in-house;
     and

   * high degree of customer concentration.

However, the ratings are supported by:

   * the company's improved operating performance;
   * strong market position for several of its products;
   * long-term customer relationships;
   * relatively good cash flow generation; and
   * adequate liquidity.

As of February 28, 2005, the company had approximately $27 million
of cash and an estimated $29 million available under its working
capital revolver ($1 million in letters of credit were
outstanding).  Absent any deterioration in operating cash flows,
we do not anticipate the company utilizing its working capital
revolver.  However, Moody's also believes Cellu Tissue has limited
alternate sources of liquidity with all tangible and intangible
assets of the company encumbered by either the bank facility or
the senior secured notes.

Cellu Tissue is a manufacturer of specialty tissue hard rolls and
machine glazed paper.  The scale of Cellu Tissue's operations is
modest compared to most of its competitors with total aggregate
production capacity of about 267,000 short tons and converting
capacity of approximately 100,000 short tons, which based on
management estimates gives the company a North American market
position for tissue of about 2%.  For fiscal year 2005,
approximately 9% of total sales were generated from higher margin
converted products while 91% was generated from hard rolls sold to
third party converters.

Cellu Tissue Holdings, Inc, headquartered in East Hartford,
Connecticut, is a manufacturer of specialty tissue hard rolls and
machine glazed paper used in the manufacture of:

   * diapers,
   * facial tissue,
   * bath tissue,
   * assorted paper towels, and
   * food wrap.


CITIGROUP MORTGAGE: Fitch Affirms BB+ Rating on Class M-7 Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed Citigroup Mortgage Loan Trust, series
2003-HE2, as follows:

     -- Class A 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A+';
     -- Class M-3 'A+';
     -- Class M-4 'A-';
     -- Class M-5 'BBB+';
     -- Class M-6 'BBB';
     -- Class M-7 'BB+'.

The affirmations, affecting $59,404,653 of outstanding
certificates, reflect pool performance and credit enhancement
levels consistent with expectations.

As of the May 2005 distribution, CE continues to build for all
rated classes.  Excess spread has covered all losses for the deal
and the overcollateralization amount currently is at its target of
$3,659,318.  Approximately 57% of the collateral has paid down and
there have been less than 0.10% in cumulative losses.

The certificates are supported by mortgage loans originated by
Encore Credit Corp.  The mortgage pool consists of conventional,
one- to four-family, adjustable-rate and fixed-rate first lien
mortgage loans.

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


CNE GROUP: Filing Request for AMEX Delisting Appeal Hearing Today
-----------------------------------------------------------------
CNE Group, Inc. (AMEX:CNE) received notice from the American Stock
Exchange Staff on May 5, 2005, indicating that at Dec. 31, 2004,
the Company did not meet certain of AMEX's continuing listing
standards, specifically its:

    (i) Stockholders' Equity being less than $6,000,000 (Section
        1003(a)(iii) of the AMEX Company Guide), and

   (ii) financial condition has become so impaired that it appears
        questionable that it will be able to continue operations
        and meet its obligations as they mature (Section
        1003(a)(iv) of the AMEX Company Guide).

AMEX requested the Company to submit a plan that would demonstrate
to AMEX the Company's ability to regain compliance, which it did
on June 8, 2005.  On June 13, 2005, the Staff notified the Company
that it had determined that the Plan does not make a reasonable
demonstration of the Company's ability to regain compliance with
the continued listing standards, as required by Section 1009 of
the Company Guide and, as provided by Section 1009(d) thereof, the
Staff has determined to proceed with the filing of an application
with the Securities and Exchange Commission to strike the
Company's common stock from listing and registration on AMEX.

In accordance with Sections 1203 and 1009(d) of the Company Guide
the Company has a limited right to appeal the Staff's
determination at an oral hearing or one based on a written
submission before a Listing Qualifications Panel within seven days
after receipt of the notification of the Staff's determination.
The Company intends to request an oral hearing to appeal the
Staff's determination and will file this request today, June 21,
2005, for which it will be required to pay a $5,000 fee together
with the request.  The Company can give no assurance that its
appeal will be successful.

CNE Group Inc., is a holding company whose primary operating
subsidiaries are SRC Technologies, Inc., and U.S. Commlink, Ltd.
SRC has two operating subsidiaries: Connectivity, Inc., and Econo-
Comm, Inc.  Econo-Comm, Inc. conducts business under the name of
Mobile Communications.  These companies, which CNE acquired on
April 23, 2003, market, manufacture, repair and maintain remote
radio and cellular-based emergency response products to a variety
of federal, state and local government institutions, and other
vertical markets throughout the United States.  SRC has
intellectual property rights to certain key elements of these
products -- specifically, certain communication, data entry and
telemetry devices.  In addition, CNE engages in the business of
e-recruiting through its CareerEngine, Inc., subsidiary.  The
e-recruiting business does not generate a significant part of
CNE's revenue, and is not significant to the operations of the
Company.

                        *      *      *

As reported in the Troubled Company Reporter on May 9, 2005, Rosen
Seymour Shapss Martin & Company LLP audited CNE Group, Inc.'s
consolidated financial statements for the year ending Dec. 31,
2004.  Their report includes language stating that substantial
doubt exists as to CNE's ability to continue as a going concern.
The auditors observe that CNE's financial statements show an
accumulated deficit at December 31, 2004, of approximately
$21,500,000.  The Company has incurred substantial losses from
continuing operations and sustained substantial cash outflows from
operating activities.  Further, at December 31, 2004, CNE's
balance sheet shows a $3,146,873 working capital deficit.


COFFEYVILLE RESOURCES: Moody's Rates $275M 2nd Sec. Loan at B3
--------------------------------------------------------------
Moody's rated Coffeyville Resources, LLC's pending $800 million
four tranche first and second secured credit facility.  Located in
the midst of the Mid-continent refined product and agribusiness
markets, CRL principally consists of:

   * a modest complexity, regionally relatively large 100,000
     barrel Coffeyville, Kansas refinery;

   * an importantj profitable nitrogen fertilizer plant fed by
     less expensive petroleum coke from the refinery rather than
     by costly natural gas; and

   * the Phillipsburg refined product terminal.

For the next four years, the refinery will operate with a partial
gross margin hedge (a NYMEX 5-3-2 crack spread hedge).  However,
the hedge will not protect against a narrowing of the important
sweet versus sour and heavy/medium versus light crude oil price
differentials or against refined product basis risk.

With a stable outlook and subject to final facility documentation,
Moody's assigned these ratings.

   1) B1 $150 million cash-secured letter of credit facility
      backing a crack spread hedge facility.

   2) B1 $100 million initially undrawn first secured 6-year bank
      revolver.

   3) B1 $275 million first secured 7-year term loan, including a
      $50 million delayed draw.

   4) B2 Corporate Family Rating (formerly the Senior Implied
      Rating).

   5) B3 on a $275 million second secured 8-year term loan.

An initial $500 million of debt and over $200 million of cash
equity will fund the over $720 million acquisition of CRL by GS
Capital Partners V (GSC, a Goldman Sachs private equity fund) and
Kelso & Company from Pegasus Capital Advisors.  That price
includes somewhat over $100 million of inventory and the nitrogen
fertilizer plant.  Coffeyville Acquisition, LLC will, through
intermediate guarantor holding companies, wholly-own CRL which
will be the sole borrower.  GSC and Kelso will contribute
additional equity to fund a bit over half of the cost to construct
a continuous catalytic reformer unit, a fluid catalytic cracking
unit, and additional desulfurization capacity.  Assuming project
success, these projects should add important value adding process
capacity since CRL currently produces a very high proportion of
lower margin regular gasoline and low proportion of premium
gasoline.

Pegasus bought Coffeyville out of bankruptcy in March 2004 for
$163 million (including $100 million in inventory and $23 million
of assumed liabilities) and assumed significant environmental
liabilities and other risks.  The difference between the price
Pegasus paid and the GS/Kelso price deserves much comment.  CRL
was owned by Farmland Industries which filed for bankruptcy in
2002.  Subsequent completion of key CRL and third party projects
have rendered a more competitive asset set and the signing of a
Consent Decree with state and federal regulators also reduces
environmental cost uncertainty.  While we detail other factors
below that contribute to the recent higher acquisition price,
GSC/Kelso still seem to be paying a notable price given the
relatively recent vintage of the sector's high margin
expectations.

All in, GSC/Kelso will pay in the range of $7,250 per refining
throughput barrel for a modestly complex refinery and a high
roughly $760 per complexity barrel (using CRL's 9.5 Nelson
Complexity Index as reported at year-end 2004 by the Oil & Gas
Journal).  Allocating $250 million of the acquisition cost to the
fertilizer unit would reduce that metric to roughly $4,750 per
distillation barrel and $500 per complexity barrel.  Using CRL's
lower 8.8 Solomon Complexity rating, the all-in cost acquisition
cost would be roughly $825 per complexity barrel.

Complexity indirectly measures a refinery's relative capacity to
convert crude oil into value-added refined product.  Coffeyville
derives part of its 9.5 Nelson index from process redundancy.
Ignoring redundancy, on pure value adding process complexity the
complexity figure approximates 8.8.  CRL's index would be lower
still if measured by other consultants whose methods tend to yield
complexity indexes lower than the Nelson and Solomon methods.

                     Ratings Support

The ratings are supported by:

   * over $200 million cash equity cushion;

   * expected sound refining margins through 2005 and possibly
     into 2006;

   * much more secure crude oil sourcing logistics with the March
     2005 completion of the Plains Pipeline;

   * favorable refined product take-away and distribution
     logistics and proximity to end-user markets;

   * the positive aspects of the crack spread hedge on the
     considerable majority of production which, assuming CRL
     avoids material downtime, provides a partial gross margin
     hedge on that production;

   * commitments by GS and Kelso to support a portion of a value-
     adding capital program with additional equity;

   * the fact that the projects are not new technology and could
     add significantly to CRL's value assuming successful
     performance;

   * a degree of diversification provided by the fertilizer
     business;

   * expected sound fertilizer prices in the near term; and

   * general continuity of sound operating management.

The new CEO is seasoned in project management and refinery
operations.

Also, while the fertilizer business carries high fixed costs
relative to natural gas fed competitors, the fertilizer business
has a key cost advantage in being fed by low cost petroleum coke
which is gasified to provide feedstock and energy.  It benefits
from current strong prices driven by competitor's high natural gas
costs and still strong demand for urea and liquid nitrogen
fertilizer.  The plant is situated in the midst of a major market
for nitrogen fertilizer.

                     Ratings Restraints

CRL operates a single refinery with no redundancy for certain      
processing units, though this is tempered to a degree by:

   * a degree of redundancy in atmospheric and vacuum
     distillation, coking, and sulfur recovery capacities;

   * by important diversification from its additional fertilizer
     business line; and

   * by substantial business interruption insurance.

However, it cannot be known at this time how closely business
interruption payments would match contractual obligations.  CRL
will carry high leverage measured by Debt/Complexity barrels and
Debt/Distillation barrels.  We view refining leverage measures
that are oriented around EBITDA to have limited value due to the
volatility of margins, wide working capital swings, and the very
substantial capital spending needs for the sector through 2007.

The ratings are also restrained by substantial capital spending
(partly funded by new equity) needed for projects critical to
moving CRL from third quartile status to second quartile status
and to meet ultra low sulfur diesel and Tier II gasoline
requirements.  CRL also produces a very low level of high margin
premium gasoline (to be addressed with the addition of a
continuous catalytic reformer), incurs comparatively high unit
operating costs and also ranks low in energy and heat efficiency.
CRL will also face inherent project delay, completion, and post-
completion performance risk (though it is seasoned in project
management) before meeting design specifications.  CRL has yet to
send bid letters out for its CCR and FCCU projects, exposing it to
cost escalation risk until all raw material costs and construction
terms are finalized, though it has added contingency for
unforeseen cost escalation.

CRL also is exposed to rising net debt levels if it suffers an
extended inability to produce sufficient refined product at a time
when the market NYMEX 5-3-2 crack spread had moved above the hedge
level.  In such an event, CRL would have to meet its contractual
payments to its counterparty on the hedge but may not have
sufficient cash flow to make those payments.  Its obligation would
then be met by the swap counterparty's draw under the letter of
credit facility, with the letter of credit banks being reimbursed
from the cash collateral.  The cash collateral was funded with
debt; hence net debt would rise as the cash collateral was
consumed.

             Recent More Robust Valuation Drivers

Critically, after completing the Plains crude oil line linking CRL
to Cushing, Oklahoma, CRL mitigated the stark risk of losing its
vital access to crude oil from outside its gathering region.
Enbridge had evaluated the reversal of a crude line that
indirectly linked CRL to Cushing.  Also, in contrast to the 2003
to early 2004 the valuation perceptions that were partly shaped by
a very harsh 2002 and a recovering 2003 margin environment, recent
bidders for CRL faced a far more favorable margin outlook.  CRL's
unique fertilizer business also benefits from much higher
fertilizer price expectations now and Pegasus and CRL have made
progress in mitigating refining and fertilizer operating factors
that had also restrained value perceptions.

Other factors restraining the early 2004 valuation included:

   * that CRL was in bankruptcy;

   * bidders then seem to have considerably underestimated the
     value of the fertilizer business by underestimating future
     natural gas costs and, therefore, fertilizer prices;

   * GSC/Kelso may have factored some of the margin benefit of
     CRL's pending four year NYMEX 5-3-2 partial gross margin
     hedge into its acquisition price; and

   * CRL expects reduced unscheduled downtime.

With over $230 million in new capital projects, GSC/Kelso seeks to
convert CRL from a third quartile to a second quartile refinery.
It now produces a very low proportion of higher margin premium
gasoline, is notably light on hydrotreating (sulfur removal)
capacity, has low energy and heat efficiency, and does not run at
its 115,000 barrel per day name plate capacity since that would
yield even higher proportions of low-to-negative margin product.
It estimates non-fuels environmental costs to be $50 million to
$70 million, largely spent later this decade.

CRL's fertilizer business ($370 million invested between 1999 and
2002) does not require costly natural gas as a feedstock.  It
instead gasifies petroleum coke produced as a low value refining
by-product.  On the other hand, CRL's fertilizer process carries a
much higher fixed cost burden than units that source natural gas
and it has had reliability issues since it was completed earlier
this decade.  Fertilizer prices are seasonal, cyclical, and are
driven by natural gas prices since most producers consume natural
gas as a principal raw material.  We expect fertilizer prices to
remain historically strong this year but remain inherently
volatile.

                   Notching Of The Ratings

The B1 first secured ratings are notched up from the B2 Corporate
Family Rating to reflect the senior claim on all working capital
and operating assets and the large junior capital (second lien
debt and equity) cushion beneath the first secured debt.  The
notch also reflects the potential for accelerated first secured
debt reduction, beginning in mid-2007 after a heavy capital
program is completed, by a cash sweep of 75% of free cash flow.

The first secured rating is restrained since first lien debt will
grow with new borrowings to fund the capital program and by the
risk that first lien net debt could rise if CRL significantly
under producers product volume at a time when 5-3-2 NYMEX cracks
spreads exceed CRL's over $7.50/barrel crack spread hedge.  If it
is unable to make its payments to the hedge counterparty, the
counterparty would draw on letters of credit under the $150
million facility.  The lenders would use the cash collateral to
make payment under the letter of credit.

The second secured rating is restrained by:

   * its junior position in major creditor decisions;

   * a second lien position behind first lien debt;

   * a risk of higher net debt if the letter of credit agreement
     is drawn; and

   * by the fact that we expect that the second lien debt will be
     junior to any future DIP funding that the first secured
     lenders could vote to arrange in a duress situation.

                      Financial Profile

In the twelve months ended March 31, 2005, CRL reports $123
million of EBITDA after $115 million in calendar 2004, $44 million
in calendar 2003, and an operating loss in a very weak 2002 sector
environment.  Especially strong sector margins this past April
pushed EBITDA for the twelve months ending April 30, 2005 to a
reported $138 million ($148 million per CRL's adjustments).  We
anticipate 2006 EBITDA to be in the $105 million to $125 million
range, depending on the strength of U.S. and world economic
activity and petroleum product demand.  Moody's believes annual
interest expense will be in the range of $45 million to $50
million and that capital spending will be at least $75 million for
2005 ($10 million already spent), $160 million for 2006, and $65
million for 2007.  We would expect debt to peak at levels
approaching $600 million in 2006, depending on working capital
requirements.

CRL will support its gross margin with a crack spread hedge based
on NYMEX light sweet crude oil, regular gasoline, and heating oil
prices for the substantial majority of production and averaging
over $7.50 per barrel for the period ending mid-2008.  While the
hedge will provide important support, it does not protect against
a narrowing of the very important light versus sweet and
heavy/medium versus sour crude oil cost differentials; it exposes
CRL to basis risk on its product mix; and exposes it to
substantial costs if operating downtime substantially reduces
production when the market 5-3-2 spread exceeds the over $7.50 per
barrel hedge.  In 2004, CRL ran 54% light sour to medium sour
crude oil and sourced 60% to 80% of that from Latin America.  The
hedge does not protect against regional refined product price
declines below NYMEX or declines in diesel or other distillate
prices relative to hedged heating oil.

The pro-forma capital structure includes $500 million of debt and
over $200 million of equity.  An additional $150 million will be
borrowed and escrowed to cash collateralize CRL's obligations
under the crack spread hedge.  Inventory would increase by roughly
$75 million to $125 million if BP Oil Supply Company no longer
fronted for CRL's sourcing of 84% of its crude oil and CRL's
exposure to crude oil price volatility would also therefore
increase.

Principle pro-forma April 30, 2005 assets include:

   * nominal cash (excluding escrowed cash);
   
   * $35 million in receivables;
   
   * $129 million in inventory;
   
   * an as yet to be determined allocation to fixed assets; and
   
   * Moody's expectation of very substantial goodwill and other
     intangibles.

Coffeyville Resources, LLC is headquartered in Kansas City,
Kansas.


CREDIT SUISSE: Moody's Rates Class D-B-4 Subordinated Cert. at Ba1
------------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp. and ratings ranging from Aa1 to Ba1 to the
mezzanine and subordinate certificates in the deal.

The securitization is backed by fixed-rate Jumbo and Alt-A
mortgage loans originated by various originators and acquired by
DLJ Mortgage Capital, Inc.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination.

Loans will be service by:

   * Select Portfolio Servicing Inc.,
   * Washington Mutual Bank,
   * Washington Mutual Mortgage Securities Corp.,
   * Countrywide Home Loans Servicing, L.P.,
   * Bank of America,
   * National Association,
   * GMAC Mortgage Corporation,
   * National City Mortgage,
   * U.S. Central Credit Union,
   * Wachovia Mortgage Corporation,
   * Chase Manhattan Mortgage Corporation, and
   * Wells Fargo Bank, N.A.

Wells Fargo Bank, N.A. will act as master servicer for all loans
other than for the mortgage loans serviced by Washington Mutual
Mortgage Securities Corp.  Moody's has assigned Countrywide Home
Loans Servicing, L.P. and Chase Manhattan Mortgage Corporation its
top servicer quality rating (SQ1) as primary servicers of prime
loans.

The complete rating actions are:

CSFB Mortgage-Backed Pass-Through Certificates Series 2005-4

   * Class I-A-1 rated Aaa
   * Class II-A-1 rated Aaa
   * Class II-A-2 rated Aaa
   * Class II-A-3 rated Aaa
   * Class II-A-4 rated Aaa
   * Class II-A-5 rated Aaa
   * Class II-A-6 rated Aaa
   * Class II-A-7 rated Aaa
   * Class II-A-8 rated Aaa
   * Class II-A-9 rated Aa1
   * Class III-A-1 rated Aaa
   * Class III-A-2 rated Aaa
   * Class III-A-3 rated Aaa
   * Class III-A-4 rated Aaa
   * Class III-A-5 rated Aaa
   * Class III-A-6 rated Aaa
   * Class III-A-7 rated Aaa
   * Class III-A-8 rated Aaa
   * Class III-A-9 rated Aaa
   * Class III-A-10 rated Aaa
   * Class III-A-11 rated Aaa
   * Class III-A-12 rated Aaa
   * Class III-A-13 rated Aaa
   * Class III-A-14 rated Aaa
   * Class III-A-15 rated Aaa
   * Class III-A-16 rated Aaa
   * Class III-A-17 rated Aaa
   * Class III-A-18 rated Aaa
   * Class III-A-19 rated Aa1
   * Class III-A-20 rated Aaa
   * Class III-A-21 rated Aaa
   * Class III-A-22 rated Aaa
   * Class III-A-23 rated Aaa
   * Class III-A-24 rated Aaa
   * Class III-A-25 rated Aaa
   * Class I-X rated Aaa
   * Class II-X rated Aaa
   * Class III-X rated Aaa
   * Class A-P rated Aaa
   * Class C-B-3 rated Baa3
   * Class D-B-2 rated A2
   * Class D-B-3 rated Baa2
   * Class D-B-4 rated Ba1


CWABS INC: Moody's Downgrades Class B2 Cert. to Ba3 from Baa2
-------------------------------------------------------------
Moody's Investors Service has upgraded twenty-seven certificates
and downgraded one certificate from various transactions
originated by New Century Mortgage Corporation.  In addition, it
has confirmed seven certificates previously put on watch.  
Finally, Moody's reviewed for possible upgrade one certificate
from New Century Home Equity Loan Trust, Series 2000-NC1.

The transactions, issued in 1999-2002, are backed by first lien
adjustable- and fixed-rate subprime mortgage loans.  The rating
actions were based on the analysis of the credit enhancement
levels provided by:

   * the excess spread,
   * overcollateralization,
   * subordination, and
   * insurance or guarantee when applicable.  

Another key aspect of the analysis was to review the stepdown
triggers for the majority of the deals in order to consider the
potential of overcollateralization leaking out of the deals.

In general, the relative level of credit enhancement has increased
in these deals due to rapid prepayments and the deal's lock-out
provisions.  In addition, while the current economic environment
has caused some financial strain on borrowers, recent home price
appreciation in most major housing markets has enabled many
stressed borrowers to avoid foreclosure by selling their
properties prior to any loss being experienced on the mortgage
loans.

The most subordinate class from CWABS, Inc, Series 2001-CB1 deal
has been downgraded due to erosion of the loss coverage obligation
provided by the seller-available to cover losses on the mortgage
loans backing the transaction.  The remaining dollar balance of
the loss coverage obligation is not sufficient to support the
current rating on the most subordinate class in the deal given the
projected pipeline losses.

Moody's complete rating actions are:

Upgrade:

Issuer: Salomon Brothers Mortgage Securities VII

   * Series 1999-NC3; Class M2, upgraded to Aaa from A2
   * Series 1999-NC4; Class M2, upgraded to Aaa from A2
   * Series 1999-NC5; Class M2, upgraded to Aaa from A2

Issuer: ABFC 2002-NC1 Trust

   * Class M1, upgraded to Aaa from Aa2
   * Class M2, upgraded to Aa3 from A2
   * Class M3, upgraded to Baa1 from Baa2

Issuer: New Century Home Equity Loan Trust

   * Series 2000-NC1; Class M2, upgraded to Aaa from A2.
   * Series 2002-1; Class M2, upgraded to Aa1 from A2
   * Series 2002-1; Class M3, upgraded to A2 from Baa2
   * Series 2002-1; Class M4, upgraded to A3 from Baa3

Issuer: PaineWebber Mortgage Acceptance Corp IV, Series 2000-HE1

   * Class M1, upgraded to Aaa from Aa2

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC2; Class M1, upgraded to Aaa from Aa2
   * Series 2001-NC3; Class M1, upgraded to Aaa from Aa2
   * Series 2001-NC4; Class M1, upgraded to Aaa from Aa2
   * Series 2002-NC1; Class M1, upgraded to Aaa from Aa2
   * Series 2002-NC1; Class M2, upgraded to Aa2 from A2
   * Series 2002-NC4; Class M1, upgraded to Aaa from Aa2
   * Series 2002-NC4; Class M2, upgraded to Aa2 from A2

Issuer: MASTR Asset Securitization Trust 2002-NC1

   * Class M1, upgraded to Aaa from Aa2

Issuer: GSAMP 2002-NC1 Trust

   * Class M1, upgraded to Aaa from Aa2

Issuer: Asset Backed Securities Corporation

   * Series 2002-HE1; Class M1, upgraded to Aaa from Aa2
   * Series 2002-HE2; Class M1, upgraded to Aaa from Aa2
   * Series 2002-HE2; Class M2, upgraded to Aa3 from A2

Issuer: MESA Trust

   * Series 2001-1; Class M, upgraded to Aa2 from Baa2
   * Series 2001-1; Class B, upgraded to Baa2 from Ba2
   * Series 2001-3; Class M, upgraded to Aaa from Baa2
   * Series 2001-3; Class B, upgraded to Aa2 from Ba2

Downgrade:

Issuer: CWABS, Inc., Series 2001-BC1

   * Class B2, downgraded to Ba3 from Baa2

Confirm:

Issuer: Salomon Brothers Mortgage Securities VII

   * Series 1999-NC3; Class M3, confirmed at Baa2
   * Series 1999-NC4; Class M3, confirmed at Baa2

Issuer: Morgan Stanley Dean Witter Capital I Inc

   * Series 2001-NC1; Class B1, confirmed at Baa3
   * Series 2001-NC4, Class M2, confirmed at A2

Issuer: MASTR Asset Securitization Trust 2002-NC1

   * Class M2, confirmed at A2

Issuer: GSAMP 2002-NC1 Trust

   * Class M2, confirmed at A2

Issuer: Asset Backed Securities Corporation, Series 2002-HE1

   * Class M2, confirmed at A2

Review for possible upgrade:

Issuer: New Century Home Equity Loan Trust, Series 2000-NC1

   * Class M3, current rating Baa2, under review for possible
     upgrade


DIMENSIONS HEALTH: Moody's Affirms B3 Rating on $76.6 Mil. Bonds
----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating assigned to
the bonds of Dimensions Health Corporation.  The outlook remains
negative.  The rating affects $76.6 million of Series 1994 bonds.

The low speculative rating reflects:

                       Strength

   * Historical and ongoing support from Prince George's County,
     MD and the State

   * Locations in two relatively good demographic areas

                      Challenges

   * County and State unlikely to support debt service on bonds

   * Negligible liquidity (6 days cash on hand)

   * Very bad demographics for the flagship hospital

   * Lack of capital investment causing flight of physicians

   * Three consecutive years of declining operating performance

   * Substantial management turnover

   * Independent task force recommending discontinuation of DHC as
     hospital operator

   * Expiration of 4% emergency rate increase in February 2005

   * Current default related to insufficient pension payments

The negative outlook reflects Moody's expectations that DHC or any
successor will be unable to generate sufficient cash flow to
service all of its cash requirements, including debt service.

Security: The bonds are secured by a pledge of "receipts" derived
from the health care operations and an assignment of the lease in
the health care facilities.  The actual health care buildings are
owned by Prince George's County, Maryland and are leased to DHC
through 2042.  The Master Trustee can terminate the lease by
virtue of an event of default by DHC and assign the lease and
operation of the facilities to another operator.  As of March 30,
2005, a debt service reserve fund in the amount of $7.2 million
existed for the protection of the Series 1994 bondholders as well
as the Series 1996 noteholders ($2.2 million outstanding) and
Pooled Loan Program Series D bondholders ($2.3 million
outstanding).

Derivatives: None

              Financial Position Precarious

Moody's downgraded the rating to B3 in February 2001 in
conjunction with a dramatic decline in operating performance and
liquidity.  Since that time, days cash on hand has remained
between a negligible 5 and 10 days.  Surprisingly, DHC has not yet
missed a bond payment.  Since 2002, we believe that the only
reason DHC has been able to remain in operation is due to
financial support from the County and State, along with asset
sales.

For the years 2002, 2003 and 2004, the County and State
contributed $5 million, $3 million and $7 million, respectively.
Excluding these amounts, DHC generated total cash flow of
$5.1 million, $3.3 million and $1.7 million, respectively.  This
is insufficient to fund necessary annual capital needs (which at
minimum should be equal to depreciation of $9 million) and debt
service of $7.2 million.  While the County has agreed to fund,
subject to appropriation, $5 million annually through 2008 (plus
another $5 million in 2005 from asset sales) and the State has
agreed to fund $6.3 million in 2005, we do not believe this will
be sufficient.

Through the 9 months ending March 31, 2005, DHC generated total
cash flow of $7.5 million (excluding $5 million of special
governmental support); however, $6.7 million of this resulted from
receipt of an emergency rate increase from the state that expired
on February 28, 2005.  At the end of March cash on hand was a
seemingly high $9.7 million, but declined to $5.4 million (6 days
cash on hand) a few days later after a payroll payment.  By
January 15, 2006, DHC is required to make pension payments
totaling $8.3 million, which we believe will only be paid if the
County or State provides additional funding.  On June 1, 2005, DHC
gave notice that it had failed to make certain necessary pension
payments, placing it in default under its various debt agreements,
including the Trust Indenture for the Series 1994 bonds.  DHC is
seeking a waiver from the Internal Revenue Service.

        Flagship Hospital Located In Depressed Area

DHC's 15,000-admission Prince George's Hospital Center is located
just outside the Washington, D.C. line in an economically
depressed area of southern Maryland.  The hospital's net revenue
mix includes approximately 25% from Medicaid and 29% Self-pay;
this mix compares unfavorably to Moody's medians of 9% and 7%,
respectively.  In order to attract medical staff the hospital has
to employ a large number of physicians, causing further pressure
on profitability.  DHC's 7,000-admission Laurel Regional Hospital
is located in a nicer area of Maryland but has also struggled
lately due to its own bad debt expenses.  Likewise, Bowie Health,
an outpatient center and emergency room located near prosperous
Anne Arundel County has also experienced a material rise in bad
debts.

               Extraordinary Measures Likely

In the Summer of 2004, the board replaced most of the senior
management and brought in the turnaround group, Cambio, to assess
the hospital system's position.  While some improvements have been
made, we believe that fundamental change is necessary to improve
negligible revenue growth.  In 2004, the County and State formed
an Oversight Committee to make recommendations for longer term
survival of the hospital system.  In January 2005, the Committee
published its findings, including a recommendation to terminate
its relationship with DHC.  Options included negotiating with a
large hospital system to take over DHC, arrange a sale to a third
party or retain a new management entity to operate the system.

Longer term recommendations call for some kind of ongoing public
funding, possibly a sales tax or hospital district tax, to
supplement patient revenues.  In any case, we believe that any
additional governmental funding will be limited to providing
patient care, not paying principal and interest on the Series 1994
bonds.  While the County owns the ho spitals, it does not have a
legal obligation to repay the bond debt and has indicated it will
not do so.

Financial And Utilization Data (fiscal year ended June 30, 2004
and 9-months ended March 31, 2005; investment income as reported,
not normalized; excludes County, State and Magruder Trust grants
of $7 million in 2004 and $5 million in 2005):

   -- Inpatient admissions: 22,725; 16,702

   -- Total operating revenue: $315 million; $251 million

   -- Net revenue available for debt service: $1.7 million;
      $7.5 million (includes $6.7 million from emergency rate
      increase that expired February 28, 2005)

   -- Total debt outstanding: $84.1 million; $81.2 million

   -- Maximum annual debt service coverage: $7.2 million;
      $7.2 million

   -- MADS coverage based on reported investment income:
      0.24 times; 1.38 times (annualized)

   -- Debt-to-Cash Flow: negative; 14.9 times (annualized)

   -- Days cash on hand: 5.6 days; 10.7 days

   -- Cash-to-debt: 5.8%; 11.9%

   -- Operating cash flow margin: 0.4%; 2.8%

                         Outlook

The negative outlook reflects our expectations that DHC or any
successor will be unable to generate sufficient cash flow to
service all of its cash requirements, including debt service.


DIVERSIFIED CORPORATE: Axtive Terminates Datatek Acquisition
------------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Pink Sheets: HIRD)
disclosed that Axtive Corporation will be unable to satisfy the
conditions to closing set forth in the Asset Purchase Agreement
pursuant to which Axtive agreed to acquire Datatek Group
Corporation, a wholly owned subsidiary of the Company.  

The Company reported an extension of the deadline to complete the
transaction, which expired on April 30, 2005, allowing the Company
to market the subsidiary to other interested parties.  Since that
time, the Company has received numerous inquiries from other
parties interested in Datatek.  The Company is currently involved
in negotiations with these other parties regarding the sale of
Datatek, and management expects to enter into one or more letters
of intent in connection with such sale in the next couple of
weeks.  However, because the negotiations are in their early
stages, there is no assurance that a sale will ultimately occur.

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2004,
Diversified Corporate Resources, Inc. (OTC Pink Sheets: HIRD) has
filed with the Securities and Exchange Commission its Annual
Report on Form 10-K for fiscal year ended Dec. 31, 2003.  The
audited statements included in the 10-K were accompanied by an
audit opinion, which contains a going concern qualification.
Weaver and Tidwell, L.L.P., in Dallas, Texas, audited the
company's 2003 financial statements.

The Company believes that it will be unable to continue as a going
concern for the next twelve months without obtaining additional
funds through debt or equity financing or through the sale of
assets.  The inability to obtain additional funds could have a
material adverse effect on the Company.


DON SEALS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Don Seals Enterprises, Inc.
        dba Big Horn Petroleum
        P.O. Box 669
        Buffalo, Wyoming 82834

Bankruptcy Case No.: 05-21267

Type of Business: The Debtor is a petroleum distributor.

Chapter 11 Petition Date: June 19, 2005

Court: District of Wyoming (Cheyenne)

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  Law Office of Paul Hunter
                  2616 Central Avenue
                  Cheyenne, Wyoming 82001
                  Tel: (307) 637-0212

Total Assets: $3,918,500

Total Debts:  $2,184,744

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Red Eagle Oil, Inc.                             $497,855
P.O. Box 2468
Cody, WY 82414

Overland Petroleum                               $55,301
P.O. Box 910550
St. George, UT 04791-0550

SB Fuels of Wyoming                              $27,347
12500 I80 Service Road
Cheyenne, WY 82009-8761

Slafter Oil Company                              $13,681
210 South Beltline East
Scottsbluff, NE 69363-0950

Big Horn Travel Plaza                            $11,285
Box 669
Buffalo, WY 82834

Eds Body Shop, Inc.                              $10,032
1211 Fort Street
P.O. Box 35
Buffalo, WY 82834

Jims Automotive and Tire                          $6,808
423 Upper French Creek Road
Buffalo, WY 82834

Valutect Petroleum Products                       $6,427
3400 Dundee Road
Northbrook, IL 60062

Pacific Power and Light                           $5,237
1033 Northeast 6th Avenue
Portland, OR 97256

Alta Computer Services LLC                        $4,683
1887 South 700 West
SLC, UT 84104

Montana Food Distribution                         $4,101
P.O. Box 21339
Billings, MT 59184-1339

Steve's Truck Service, Inc.                       $3,773
124 Canfield
Sheridan, WY 82801

Great Western Tire/Sheridan                       $2,847
P.O. Box 6466
Sheridan, WY 82801-6466

Farmer Brothers Coffee                            $2,781
2625 Enterprise Avenue
Billings, MT 59102

Blackhawk Security                                $2,370
807 North Federal Boulevard
P.O. Box 2050
Riverton, WY 82501

Rushmore News, Inc.                               $2,181
924 East St. Andrews Street
Rapid City, SD 55701-3992

Phillips Welding Service                          $1,839
P.O. Box 1656
Gillette, WY 82717

Fuel Transport                                    $1,582
Box 421
Casper, WY 82602

Allstar/Big Horn Gas                              $1,559
173 Highway 16 East, Unit #1
Buffalo, WY 82834

Vernon Company                                    $1,500
Department C
One Promotion Place
Newton, IA 58200-2065


DOUBLECLICK INC: S&P Junks $115 Million Second-Lien Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and a recovery rating of '2' to Internet ad service
provider DoubleClick Inc.'s (B/Negative/--) $340 million first-
lien senior secured credit facilities, indicating an expectation
of substantial (80%-100%) recovery of principal in a default
scenario.  The facilities consist of a $50 million revolving
credit facility due 2010 and a $290 million term loan B due 2012.

At the same time, Standard & Poor's also assigned its 'CCC+' bank
loan rating and a recovery rating of '5', indicating an
expectation of negligible (0%-25%) recovery of principal in a
default situation, to DoubleClick's $115 million second-lien term
loan due 2013.

Proceeds from the transaction will be used to finance partially
the acquisition of DoubleClick by Hellman & Friedman LLC.

The 'B' corporate credit rating on DoubleClick was affirmed and
removed from CreditWatch, where it was placed with negative
implications on Nov. 2, 2004.  The outlook is negative.  Pro forma
for the transaction, the company will have $405 million of debt
outstanding as of March 31, 2005.

DoubleClick consists of two main operating units, TechSolutions
and Data.  TechSolutions provides tools and services for the
planning, execution, and analysis of online marketing campaigns.
The Data unit offers direct marketers a large set of
transactional, geographic, demographic, and behavioral profiles to
help acquire prospects.

"The ratings reflect aggressive financial policies, pricing
pressure at DoubleClick's ad management services, and earnings
softness at its Data unit," said Standard & Poor's credit analyst
Andy Liu.

These factors are only partially offset by the company's leading
share in several Internet ad-serving niches and its large suite of
product offerings.  Hellman & Friedman LLC's acquisition of
DoubleClick is being funded by a combination of new equity, bank
debt and about $500 million of DoubleClick's cash, which Standard
& Poor's had previously considered an important source of support
for the credit.

The outlook is negative.  Pricing pressure, competition, and
business reinvestment will likely limit any potential upside over
the near term.  If business operations weaken and subsequently
begin to pressure liquidity, the rating could be lowered.

Over the longer term, given DoubleClick's large portfolio of
products and services, it is possible that a combination of market
share gains from competitors and credit metric improvement could
lead to a revision in the rating outlook to stable.


ENRON CORP: Court Approves Allocation of Reserved Funds
-------------------------------------------------------
Enron Corporation and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's authority
to allocate the proceeds from the sale of certain assets.  
Specifically, the Allocation Motion proposed that $13,200,000 of
the proceeds be allocated in this manner:

           Enron North America Corp.            $6,856,303

           Joint Energy Development Investments
              II Limited Partnership             6,343,697

JEDI II objected the Allocation Motion and proposed this
distribution:

           ENA         $4,107,343
           JEDI II      9,092,657

However, the Court approved the Allocation Motion in its entirety
except with respect to the proceeds from that certain sale of
coal-related assets to Cline Resources and Development Company.

Melanie Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York,
relates that $750,000 of the proceeds have already been allocated
to JEDI II.  The remaining $12,450,000 has not been distributed.
The Debtors have retained the Remaining Proceeds in a segregated
account, pending further order from the Bankruptcy Court.

To resolve JEDI II's objection, the Reorganized Debtors and JEDI
II reached an agreement on the distribution of the Remaining
Proceeds.

In a stipulation Judge Gonzalez approved, the parties agree that:

    a. JEDI II's Objection will be deemed dismissed with
       prejudice;

    b. The allocation of the Proceeds will be in this manner:

            ENA           $4,950,000
            JEDI II        8,250,000

    c. The Reorganized Debtors will immediately distribute the
       Remaining Proceeds with the $4,950,000 to ENA and the
       $7,500,000 to JEDI II, together with the interest that has
       accrued.

    d. The Reorganized Debtors will distribute the Interest in
       this ratio -- ENA: 39.76% and JEDI II: 60.24%.

    e. The parties will release each other from all claims with
       respect to the Allocation Motion and the Proceeds.

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.
147; Bankruptcy Creditors' Service, Inc., 15/945-7000)


ENRON CORP: MARTA Okays $1.8 Settlement Payment to ENA
------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, Enron North America Corp. sought and obtained the
U.S. Bankruptcy Court for the Southern District of New York's
approval of its settlement agreement with Metropolitan Atlanta
Rapid Transit Authority.

Prior to the Petition Date, the parties entered into a swap
agreement and negotiated an ISDA agreement pursuant to which
certain amounts are owed to ENA.

Pursuant to the Settlement, the parties agree that:

    1. MARTA will pay $1,825,000 to ENA;

    2. they will exchange a mutual release of claims related to
       the Agreements;

    3. all claims filed by or on behalf of MARTA against ENA in
       connection with the Agreements will be deemed irrevocably
       withdrawn, with prejudice, and to the extent applicable
       expunged;

    4. all liabilities scheduled by ENA on its Schedules of Assets
       and Liabilities in favor of MARTA will be deemed
       irrevocably withdrawn, with prejudice, and to the extent
       applicable expunged, and all  scheduled liabilities
       related to MARTA will be disallowed in their entirety;

    5. MARTA will execute certain stipulations dismissing with
       prejudice:

          -- Appeal No. 04-CIV-03348 (BSJ), filed by MARTA,
             appealing from the Court's order denying MARTA's
             request for relief from the automatic stay; and

          -- Case No. 2003CV68534, filed by MARTA in the State
             Court of Georgia, seeking certain declaratory
             judgments regarding the Agreements; and

    6. ENA will execute a stipulation dismissing with prejudice
       an adversary proceeding it filed against MARTA.

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)


ENRON CORP: Asks Court to Okay Cargill Settlement Agreement
-----------------------------------------------------------
Cargill Incorporated and certain of its subsidiaries, including
Cargill Energy Trading Canada, Inc., Cargill Power Markets, LLC,
Cargill International S.A., Cargill Fertilizer, Inc., and Cargill
Fertilizer, LLC, assert more than $20 million on account of
claims against Reorganized Enron Corporation and its debtor-
affiliates.

Frederick W. H. Carter, Esq., at Venable LLP, in Baltimore,
Maryland, relates that prior to the Petition Date, certain
Cargill Entities entered into agreements with Enron Corp., Enron
North America Corp., Enron Power Marketing, Inc., Enron Capital &
Trade Resources International Corp., Garden State Paper Company,
LLC, and Enron Reserve Acquisition Corp.  The agreements were
for:

    -- the sale of commodities, and

    -- the exchange of cash payments based on the movement of the
       prices of commodities or of indices relating to these
       commodities.

On January 1, 2001, and September 28, 2001, Enron amended an
existing credit support agreement in favor of Cargill, Cargill
Canada, Cargill Int'l. and Cargill S.A. Singapore Branch.  Enron
extended the expiration date of an existing guaranty and
increased its guaranteed limit of certain obligations of ENA,
EPMI, ECTRIC and other subsidiaries to up to $40,000,000 owing
under some of the Agreements.

The Cargill Entities filed proofs of claim for amounts due under
the Agreements -- Trading Claims:

    Claimant           Debtor       Claim No.       Claim Amount
    --------           ------       ---------       ------------
    Cargill            ENA            19297           $7,907,050
    Cargill Canada     ENA            19300           $1,064,883
    Cargill Power      EPMI           19302              $48,527
    Cargill Int'l      ECTRIC         19294             $360,498
    CFLLC              Garden          5613               $9,202
    Cargill            ERAC           19298             $161,820
    Cargill            ECTRIC         19296             $782,447

On account of the guaranty under the Agreements, four Cargill
Entities filed claims against Enron:

    Claimant                        Claim No.       Claim Amount
    --------                        ---------       ------------
    Cargill Canada                     19299          $1,064,883
    Cargill                            19295          $8,851,347
    Cargill Power                      19301             $48,527
    Cargill Int'l                      19580            $360,498

On November 26, 2003, Enron filed an adversary proceeding against
the Cargill Entities seeking to avoid two Guaranty Claims --
Claims Nos. 19295 and 19299.

The Reorganized Debtors objected to four of the Cargill Claims --
Claim Nos. 19299, 19298, 19296 and 19295 -- and asked the Court
to modify the claims.  The Court has not addressed the Objection.

Section 28.2 of the Plan allows holders of guaranty claims based
on guaranties executed between December 2, 2000, and December 2,
2001, to compromise and settle guaranty avoidance litigation,
like the Guaranty Avoidance Action, by accepting a discount to
the allowed amount of the guaranty claim, if any.

The Reorganized Debtors and the Cargill Entities have entered
into settlement negotiations to resolve their differences with
regards to the Adversary Proceeding and the Cargill Claims.

The parties agreed that:

    1. The Trading Claims will be reduced and allowed as
       prepetition, general unsecured claims to be paid in
       accordance with the Plan:

               Claim No.            Allowed Amount
               ---------            --------------
                  19297                 $7,907,050
                  19300                  1,064,883
                  19302                     48,527
                  19294                    360,498
                   5613                      9,202
                  19298                     63,240
                  19296                    451,248

    2. Claim Nos. 19301 and 19580 will be allowed in full as
       Class 185 claims to be paid in accordance with the Plan.

    3. Pursuant to Section 28.2 of the Plan, the remaining
       Guaranty Claims will be reduced by 70% and allowed as Class
       185 claims at their reduced amounts:

               Claim No.            Allowed Amount
               ---------            --------------
                  19299                   $319,450
                  19295                  2,526,462

    4. The Guaranty Avoidance Action will be dismissed, with
       prejudice and without costs to any party.

The Reorganized Debtors ask the Court to approve the Settlement.

Mr. Carter asserts that the Settlement falls within the "range of
reasonableness" under Rule 9019 of the Federal Rules of
Bankruptcy Procedure.  The settlement will avoid future disputes
and litigation with respect to the claims, including the
attendant litigation costs.

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)


EXIDE TECH: To File Fiscal 2005 Annual Financial Results Late
-------------------------------------------------------------
Exide Technologies has been unable to complete its financial
statements for the fiscal year ended March 31, 2005, required for
the timely filing of its annual report on Form 10-K without
unreasonable cost and effort principally due to the diversion of
resources to the Company's Section 404 Sarbanes-Oxley compliance
program and actions associated with recent bank amendments.

J. Timothy Gargaro, Executive Vice President and Chief Financial
Officer, discloses that the Company anticipates a significant
change in results of operations from the corresponding period for
the last fiscal year.

Exide previously filed with the Securities and Exchange
Commission its unaudited estimated financial results for the
fiscal year and quarter ended March 31, 2005, as presented in a
conference with its secured lenders of its senior credit
facility.

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

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

A full-text copy of the Consolidated Adjusted EBTIDA
Reconciliation is available for free at:

            http://ResearchArchives.com/t/s?2d

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.


FARR MANUFACTURING: Case Summary & Largest Known Creditors
----------------------------------------------------------
Debtor: Farr Manufacturing & Engineering Company
        200 Armstrong Avenue
        Williamstown, West Virginia 26187

Bankruptcy Case No.: 05-40315

Type of Business: The Debtor designs, manufactures, and installs
                  custom machinery for the industrial cleaning
                  industry, man-made fiber industry and heat
                  treating industries.  Farr's been in business
                  for over 17 years.   Farr also specializes in
                  chemical and thermal processing systems.  
                  See http://www.farrmfg.com/

Chapter 11 Petition Date: June 7, 2005

Court: Southern District of West Virginia (Parkersburg)

Judge: Ronald G. Pearson

Debtor's Counsel: Stephen P. Hoyer, Esq.
                  Hoyer, Hoyer & Smith, PLLC
                  22 Capitol Street
                  Charleston, West Virginia 25301

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A full-text copy of a 24-page list of the Debtor's largest known
creditors is available for a fee at:

   http://www.researcharchives.com/bin/download?id=050620014839


FEDERAL-MOGUL: Asbestos Claims Estimation Hearing - Days 1 & 2
--------------------------------------------------------------
Lawyers for the Official Committee of Asbestos Claimants, the
Legal Representative for Future Claimants, and the Official
Committee of Property Damage Claimants made their way to Judge
Rodriguez's courtroom in Camden, N.J., last week to litigate the
value of Federal-Mogul's liability on account of personal injury
claims.  

Elihu Inselbuch, Esq., and Nathan Finch, Esq., at Caplin &
Drysdale, Chartered, represent the ACC.  Rolin Bissell, Esq., And
Maribeth L. Minella, Esq., at Young Conaway Stargatt & Taylor,
LLP, represent the Future Claimants Representative.  The ACC and
FCR generally agree with one another on most every issue in this
estimation proceeding.  The ACC and the FCR argue that the
Debtors' asbestos-related liability tops $11 billion.  

The Official Committee of Asbestos Property Damage Claimants is
represented by Michael P. Kessler, Esq., Adam P. Strochak, Esq.,
Peter M. Friedman, Esq., and Kristin King Brown, Esq., at
Weil, Gotshal & Manges LLP.  The PD Committee argues that an $11
billion estimate is much too high and will deliver too much value
to the Sec. 524(g) Asbestos Claims Trust under Federal-Mogul's
chapter 11 plan.

                      Opening Statements

In his opening statement, Mr. Inselbuch noted that while there
are many other parties who are aware of the hearing, but have
chosen not to appear, including:

   * competing constituencies both in the United States and in
     the United Kingdom;

   * the Pension Creditors in England;

   * the Administrators in England,
    
   * the Debtors;

   * the Official Committee of Unsecured Creditors;

   * the Secured Creditors; and

   * the Official Committee of Equity Holders.

Mr. Inselbuch told the District Court that estimation is
imperative for the purpose of plan confirmation, to determine the
size of the claims so as to allocate the resources of the Debtors
among the various constituencies.

"There is no great mystery any longer about how we're supposed to
do this, a lot of courts have done it before.  And basically
Judge Fullam said recently in Owens Corning that the claims being
valued here arise under state law and, hence, state law
determines their validity and value.  They are valued as of the
petition date," Mr. Inselbuch said.

"This necessarily means that the claims ought to be appraised on
the basis of what would have been a fair resolution of the claims
in the absence of bankruptcy," Mr. Inselbuch quoted Judge Fullam.
"So, we're looking at the asbestos personal injury claims as of
the petition date, the claims on hand as of that time, what those
claims would have been worth in the tort system and the claims
that will arise in the future."

Mr. Inselbuch noted that Federal-Mogul is the parent of Turner &
Newall, an English subsidiary responsible for thousands of
pending asbestos claims, and mentioned of a cross border issue
and the need to understand how the claims against T&N would be
valued in the United Kingdom.  Mr. Inselbuch explained that
because there are constituents in U.K. that have claims against
T&N and because Federal-Mogul has a paralegal administration in
U.K., the court in England will ultimately have to decide how to
allocate the T&N assets that are in U.K. as among the various
constituencies.

Mr. Inselbuch recognized the importance of a proper foundation of
the English law so as to understand how the English Court would
go about estimating similar asbestos claims.

"[H]ow do we go about doing estimation?" Mr. Inselbuch asked.  
According to Mr. Inselbuch, estimation is a matter of logic by
comparing the thing with no value with something that has a value
that "looks a lot like it".  In the case of Federal-Mogul
Corporation, the estimation must look into the settlement history
of over 25 years that T&N went through and resolved. "What that
settlement history shows is how in the tort system willing
Plaintiffs and a willing Defendant resolved their controversies
in a fair environment over a long period."

Mr. Inselbuch added that the settlement history is complex. "[I]t
has many factors in it, there are moving parts to it, and as of
the moment we draw the curtain at the petition date, it had
trends moving things in various different directions.  And the
experts have to take account for those moving pieces and those
moving trends as they do their estimation because when you look
forward to estimate claims, you have to make reasonable
assumptions about what would occur had there not be a bankruptcy
for [T&N]."

Mr. Inselbuch said that evidence from a series of witnesses who
were involved would explain that T&N were able to resolve its
claims in a most favorable environment.

            PD Committee's Counsel's Opening Statement

Representing the Official Committee of Asbestos Property
Damage Claimants, Michael Kessler, Esq., at Weil, Gotshal &
Manges, pointed out the importance of distinguishing the "allowed
amount" from the "distribution amount".  The distribution amount
is the amount that will be paid in the bankruptcy case on the
allowed claim, Mr. Kessler explains.

Mr. Kessler reminded the District Court that it is being asked to
determine the aggregate allowed amount of the asbestos claims and
it is not asked to estimate the distribution amount on the
claims.  "The distribution amount will be determined at a later
Date after the bankruptcy is over in a trust that will be set up
under the bankruptcy."

Mr. Kessler noted that the Debtors have taken no position in the
estimation notwithstanding that they are a co-proponent of the
plan.  

"Why?" Mr. Kessler asked. "There's little in this fight for the
debtors because the debtors are insolvent and all the equity will
go to the creditors under the plan," Mr. Kessler answered his
question.  "The debtors are ambivalent if one creditor gets more
or less than another, they totally don't care. They just want to
get out of bankruptcy and have the equity distributed to the new
shareholders and reorganized into a new company."

Mr. Kessler explained that if the Court estimates the allowed
amount of all asbestos claims at $10 billion, which is close to
the Asbestos Claimants Committee's estimate, the trust will
receive billion dollars in equity and it will have against it an
estimated aggregate amount of claims of $10 billion.  "In a
perfect world, and if asbestos claims are later proved to the
trustee of that trust to aggregate claim by claim and add up 10
to exactly 10 billion dollars, everyone will get 10 cents on the
dollar or 1/10 of their claim as the distribution amount.  They
will have 1 billion in equity, they'll have 10 billion in claims,
they'll each get a distribution amount out of the trust of 1/10
or 10 percent."

If the Court estimates instead the aggregate amount of asbestos
claims at 2 billion, Mr. Kessler explained that the trust still
gets 1 billion dollars of equity.  "If all the claims are then
later proved to the trust and aggregate exactly as the Court
estimated, 2 billion dollars, each of the asbestos claimants will
get 50 percent on their claim, 1 billion of equity over 2 billion
in claims.  Now they're still getting to whack up the same
billion dollars of equity, it's just optics at this point as to
whether they're getting 10 cents on the dollar or 50 cents on the
dollar, they're still getting 1 billion dollars divided up among
all of them."

In sum, Mr. Kessler told the Court that if the total estimated
asbestos claimants is $10 billion dollars, the PD plaintiffs who
are not in the trust, and other unsecured creditors, will get 10
cents on the dollar or 1/10 of their claim as the distribution
amount.  If the estimation for asbestos claims is $2 billion, the
PD Plaintiffs will get 50 cents or 50 percent of their claim, and
the Asbestos Claimants will get $1 billion to divide up among
themselves, Mr. Kessler said.

Mr. Kessler pointed out that a correct estimate is vitally
important.  The asbestos trust, once funded, will distribute all
of its value to the present and future asbestos plaintiffs, Mr.
Kessler contended.  "There's no provision in the trust to give
anything back if [the Court] overestimates."

PD Committee's side will offer deposition testimony of Michael G.
Lynch, the Debtors' Chief Financial Officer and Dr. Hans Weill.  
The PD Committee retained Dr. Weill as expert but due to an
accident, he won't be able to come to trial to testify.

Adam Strochak, Esq., at Weil Gotshal & Manges LLP, told the Court
that the PD Committee will present Dr. Robin Cantor as its
expert.

Before the start of the testimony, Judge Rodriguez told the
parties that he will decide the case the same way that he would
instruct a jury to decide it, that it's to be based on the
evidence and solely on the evidence presented in court.  "I'm
fully aware of the emotional debates that take place nationally
with respect to the tort system and I know that on each side
they're infected with political motivation and I don't intend to
get caught up on either side of the motivation.  Whatever we do,
I would hope that it will be based strictly on the evidence
presented before me here in court."

                Asbestos Claimants' First Witness
                            Paul Hanly

Nathan Finch, Esq., at Caplin & Drysdale, introduced Paul Hanly
as the first witness.  

Mr. Hanly told the Court that T&N was first sued in United States
asbestos litigation in August 1977.  Mr. Hanly and a team were
responsible for all strategy decisions throughout the discovery
process, including which witnesses would be proffered, which
documents would be produced, how responses to requests for the
production would be handled.  Their responsibility extended to
preparation of briefs and memoranda of law, negotiation of
settlements and if the case were to proceed to trial.

Mr. Hanly related that he started and tried between 25 and 40
cases and oversaw 200,000 to 300,000 case resolutions over the
course of 20 years.

According to Mr. Hanly, a consortium of insurance, liability
insurance companies and 35 asbestos manufacturers came together
in June 1985, and formed what the Asbestos Claims Facility -- a
joint 'claims handling claims defense organization".  The
Asbestos Claims Facility engaged counsel around the United States
to deal with the underlying cases. But very few lawyers had any
experience defending T&N historically.  As a consequence, Mr.
Hanly and the team continued to participate on a daily basis.

Mr. Hanly related that the Asbestos Claims Facility died an in
1988 and a new organization rose called the Center for Claims
Resolution, or the CCR, which had a similar structure.  The
lawyers reporting for the CCR also had no experience with T&N, so
the team continued their services.

The Center for Claims Resolution was an organization of some 20
asbestos defendants who wanted to continue the initial purpose of
the Asbestos Claims Facility, which was to come together to
reduce costs and to try to find a way to resolve asbestos claims
on the most economical terms possible.

Mr. Hanly said that he became familiar with T&N's asbestos
products and operation by spending a considerable amount of time
in the U.K. in T&N's document repository.  He posed that he
reviewed all of its historical documents, and in many countless
days interviewed historical witnesses -- "folks who had worked
for the company in the [1930s, 1940s, 1950s and 1960s] . . ."

T&N's liability, Mr. Hanly said, is based on theories of
liability.  One of theories was its being a supplier of raw
asbestos fiber to companies in the United States, including
Johns-Manville, and another theory is its ownership of Keasby &
Mattison, a Pennsylvania asbestos manufacturing company created
in 1873.  T&N owned Keasby & Mattison from 1934 to 1962.

The third theory of liability was due to T&N's product, which was
distributed in the United States, called Limpet -- a spray-one
fireproofing acoustical treatment.  The last theory of liability,
according to Mr. Hanly, was "a kind of concert of action or
conspiracy theory of liability."  The theory relates to the facts
that T&N had been at the forefront of the development of
knowledge concerning the hazards of asbestos and had very close
connections and business relationship with Johns-Manville.  Mr.
Hanly noted that Johns-Manville was also a company that had very
early knowledge of the hazards but never during the relevant
years placed any warnings on its products.

Mr. Hanly told the Court that T&N did not pay a claim or
settlement of a claim based on a conspiracy theory allegation.  
"They could not be paid, in our judgment as counsel, because
theoretically we would then have to pay for every Manville
claim."

Mr. Hanly explained why T&N didn't try to allocate liability for
claims to U.K. subsidiaries.  Mr. Hanly described that the
relationship between the U.K. subsidiaries and the parent company
in the U.K. was legally an agency relationship whereby documents
were created to provide that subsidiaries acted as agents of T&N.
"And as a consequence of that, it was the position of [T&N] in
the United States litigation that effectively [T&N] as a
defendant included all of the [U.K.] subsidiaries . . ."

Mr. Hanly noted that T&N made an affidavit that it was appearing
on behalf of itself and all of its U.K. subsidiaries.

The basic elements of the cause of action against T&N, Mr. Hanly
said, was failure to warn based on either strict product
liability or a failure to warn basis, or negligence claims.

Mr. Hanly told the Court that in January 1993, a purported
settlement class action was filed in the Eastern District of
Pennsylvania under Rule 23 of the Federal Rules of Civil
Procedure.  The settlement was commonly called as the Georgine
Settlement.  Judge Becker reversed and vacated the class
certification of the Georgine Settlement.

Mr. Hanly enumerated some factors that the CCR takes into account
in negotiating settlement amounts with plaintiffs during the  --
CCR and the post-CCR time period:

   1. severity of the plaintiff's disease;

   2. strength of the evidence of exposure to a T&N product;

   3. jurisdiction; and

   4. history of appellate courts in a jurisdiction in remitting
      or otherwise modifying jury verdicts; and the he identity
      of the plaintiff's counsel.

Mr. Hanly noted that B-Reader reports were not material in a
large number of cases, including Mesothelioma cases.  But
identity of the plaintiff's doctor, expert witness or treating
physician would play some role, Mr. Hanly said.  "There [were]
several doctors who we were aware of who, where the
interpretation of X-rays was relevant, were known to have over-
read . . . It was all a part of the factors that we considered in
pricing cases."

According to Mr. Hanly there is no particular threshold score on
a pulmonary function test that T&N would require before it would
settle a nonmalignant asbestos claim.  PFTs, Mr. Hanly believed,
have never been required by any judge of any court anywhere in
the U.S. to enable a plaintiff to get to a jury on the issue of
whether their lungs have been damaged by exposure to asbestos.

Mr. Hanly related that going to trial in an asbestos personal
injury case is something that T&N tried to avoid.

Mr. Hanly identified some asbestos Defendants who adopted a more
aggressive strategy and would try cases more often.  Mr. Hanly
mentioned Johns-Manville, Union Carbide, United States Gypsum,  
and Armstrong World Industries.

"What were the categories of damages that were available to
asbestos personal injury plaintiffs in a trial against Turner &
Newell in the United States?" Mr. Finch asked.

"Well, the categories would be the same that would exist in any
kind of tort case, whether it was a car wreck case or an
asbestos case, so that would include so-called special or
economic damages such as medical expenses and lost wages and, in
the case of a decedent, funeral expenses and the like," Mr. Hanly
answered. "And then, of course, the general category of general
damages [like] pain and suffering and loss of consortium and
those sorts. . . ."

"Would it include the cost of past and future medical care, for
example?" Mr. Finch continued.

"Sure, that would be part of the economic damages." Mr. Hanly
said.

"Did [T&N] ever suffer a judgment for punitive damages in an
asbestos personal injury case?" Mr. Finch asked.

"Just once," Mr. Hanly answered.

"And when was that?"

"It was in the late winter of 2001."

"And do you know when that judgment was paid, if at all?"

"It was bonded and paid recently, I think in the last year."

"Do you know if that judgment is in any way referenced in the
databases that your firm compiled?"

"I believe it's not."

"Did the settlement amount that [T&N] was paying to resolve
asbestos personal injury claims contain a dollar component
allocable to punitive damages in your view?"

"No, never."

"Can you explain why not?"

"We didn't price cases on the basis of punitive damage exposure,
we priced cases -- priced case meaning, your Honor, analyzing
what the case should settle for -- based on the strength of the
product exposure evidence, the competence of the plaintiff's
lawyer and, most importantly, or equally importantly the
significance or severity of the asbestos-related disease."

"Did you come to a view by the end of 2001 when [T&N] filed for
bankruptcy as to the extent of its overall liability for asbestos
personal injury claims as a standalone defendant as compared to
when it was in the CCR?" Mr. Finch asked.

"Yes, it was our view that the liability would be greatly
enhanced if Turner & Newell continued as a standalone defendant."
Mr. Hanly said.

"What factors led you to come to this view?

"[Twenty years'] experience of observing what was happening to
members of the Asbestos Claims Facility and the CCR versus what
was happening to folks who were standalone defendants.  The CCR
members survived for a very long time and all the others,
including the examples I gave you . . . ended up in bankruptcy a
whole lot earlier."

Peter Friedman, Esq., at Weil Gotshal & Manges LLP, cross-
examined Mr. Hanly.

Mr. Friedman asked Mr. Hanly about his prepetition conversations
made with Mr. Lynch.

Mr. Hanly said that he was not consulted in connection with the
number that the Debtors put in their 10-Ks regarding their
anticipation of pending and future asbestos liability. "[O]ur
role was never to opine about specific gross aggregate numbers
with respect to asbestos liability."

Mr. Friedman brought up the "Hoskins case."

The "Hoskins case," according to Mr. Hanly, was an alleged
Mesothelioma case. "I recall that there were some issues as to
whether, indeed, it was a Mesothelioma case because the man had
out lived the usual survival period after his diagnosis, but
certainly it was an alleged Mesothelioma case."

"And was the plaintiff awarded punitive damages in that case?"
Mr. Friedman asked.

"Yes, sir." Mr. Hanly said.

"How much was the punitive damages award?"

"I think it was about $7 million of punitives and maybe $2
million in compensatory. I know the total award was about
$9 million."

Mr. Hanly told the Court that the punitive damages verdict in
Hoskins did not affect the pricing of those cases settled post-
Hoskins.

In the vast majority of cases, Mr. Hanly noted that except for
cases brought in the limited number of jurisdictions that
prohibited punitive damages in asbestos cases, that punitive
damages were sought in the complaint.  

"Did you actually see more cases go to Mississippi as the
jurisdiction got more and more difficult from a defense
perspective?" Mr. Friedman asked.

"For a period of time between 1998 and about 2000 that would be
true, yes." Mr. Hanly answered.

"And that was after the Cosey case was decided isn't that right?"

"Yes, sir."

"In the Cosey case there was a substantial punitive damages award
to non-malignant -- to plaintiffs claiming non-malignant
injuries, isn't that right?"

"No, sir, there were no punitive damages awarded in the Cosey
case, the case was settled on the compensatory."

"Was it settled for the full value of the compensatory award?"

"Yes, sir."

"To the extent you were involved in CCR meetings where you had
direct knowledge of that."

"Certainly the issues of punitive damages was discussed among
counsel who spent that month or so in Jefferson County,
Mississippi."

"Would you agree that after Cosey, there were a lot more cases
filed in Mississippi?"

"Oh, yeah."

Mr. Friedman brought up the issue on unimpaired claimant. "Was it
a problem for T&N when a claimant with 1 Mesothelioma or cancer
joined his or her claim with the claim of a person who was
unimpaired?"

"That was a problem that was certainly discussed at the CCR
level," Mr. Hanly told the Court. "Whether it ever was a
particular problem for T&N in any particular case, I frankly just
don't recall, sir."

"Well, do you agree that unimpaired claimants benefited because
of sympathy by association with claimants who are actually sick?"
Mr. Friedman asked.

"That certainly is a dynamic that could well happen at the trial
of a case. Sure. If you had a person who was dying of
Mesothelioma joined with a plaintiff who was not exhibiting any
signs of distress, certainly that presents a dynamic at a jury
trial that most defense lawyers would try to avoid."

Mr. Hanly noted that "mass screenings' fostered huge numbers of
claims by those who were are unimpaired.  But it generated huge
numbers of claims; many of those claims were impaired.  Mr. Hanly
also recalled of the some prolific B-readers with bad reputation.

On redirect examination, Mr. Finch asked Mr. Hanly of his
understanding of the word "unimpaired".  

"In the context of asbestos litigation," Mr. Hanly answered,
"unimpaired means a claimant who may exhibit signs of injury on
[x-ray] or at autopsy on pathology, but who in his or her
lifetime doesn't exhibit any decrease in lung function or the
like."

"Any decrease as measured by some kind of particularized lung
function test?" Mr. Finch inquired.

"Yes, what's called spirometry or pulmonary function test," Mr.
Hanly said.

Mr. Finch ended the redirect examination by instructing Mr. Hanly
to read a quote from a T&N document numbered as Exhibit 71.  Mr.
Hanly read the part:

     We have over the years been able to talk our way
     out of claims or compromise for comparatively small
     amounts, Lyman quoted the lawyer for the Defendant
     then known as T&N, but we have always recognized that
     at some stage solicitors of experience would recognize
     there is no real defense to these claims and take us to
     trial.

"Had that started to happen in 2001 when [T&N] reverted to being
a standalone defendant?" Mr. Finch asked.

"Yes," Mr. Hanley replied.

                Asbestos Claimants' Second Witness
                         Andrea Crichton

Rolin Bissell, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
called Andrea Crichton, Q.C., to the witness stand.  Ms. Crichton
has served as the U.K. Asbestos Claims Manager for T&N since
1994.

Ms. Crichton told the Court that she started working for T&N in
January 1985 as legal assistant, reporting to the Group
Solicitor, John Atkinson.  Ms. Crichton assisted in some of the
more mundane aspects of the ever increasing U.S. asbestos
litigation, the writs coming in, insuring that they would be sent
out the appropriate people.  Ms. Crichton also carried out an
exercise to do with the U.K. asbestos litigation with respect to
some insurance litigation that they were involved in.

As more work and projects came along, Ms. Crichton said
assistants were hired to go through the claims filed for the
U.K. asbestos litigation.  Ms. Crichton oversaw the staff.

"[D]uring that period was asbestos litigation for T&N, Ltd.
growing at all?" Mr. Bissell asked.

Yes, Ms. Crichton replied.  "From being fairly steady it seemed
to just take-off," she described.

Ms. Crichton explained that when she first started there was no
database; they used index cards.

Her staff later established a database to keep track of the
claims.  Ms. Crichton said the database was used to keep data
regarding:

   * the claimant's name,

   * the date of birth,

   * the date of death if applicable,

   * the disease and underlying disease,

   * the date claims received,

   * the claimant's solicitor,

   * T&N's own solicitor,

   * which of the T&N companies would be in the most cases the
     employer,

   * the job description and the periods over which they worked,
     and

   * the jurisdiction.

"If it were a third-party claim, there would be a little bit of
extra information on that, the third-party plaintiff who was
bringing us in," she added.  "If was a product liability claim,
it would be the name of the product that was alleged the claimant
was exposed to."

Ms. Crichton disclosed that reserves against each of the claims
that were reviewed over time were also kept.  "We have a reserve
. . . for what we thought the claim would settle for and how much
the cost was likely to be.  There was also a field to capture
settlement information."  Ms. Crichton told the Court that her
staff submitted monthly reports on the number of claims received,
the number of claims that had settled, and how much the company
spent.

Aside from working on the claims database, Ms. Crichton said she
also worked on a document database.  The document database was
established around 1993 to address various discovery requests.

As Asbestos Claims Manager, Ms. Crichton admitted that she has
settlement authority for T&N.

Mr. Bissell asked her to describe the nature of that authority
and how she worked with outside solicitors.

Ms. Crichton explained that when an asbestos claim is received,
she would instruct an outside counsel to attempt to settle the
claim.  Ms. Crichton confirmed that she has authority to fix a
settlement offer for the claim.

Ms. Crichton also noted that she attended U.K. trials for T&N.

"About how many?"

"It's difficult to say, we don't go to trial that often," Ms.
Crichton replied.  "No more than 20."

Mr. Bissell asked why T&N went to trial rarely in the U.K.

"Because for the vast majority of the U. K. claims there is
really no defense," Ms. Crichton answered.

It's also cheaper.  "The quicker you settle a claim, the less you
are paying out to both your own counsel and to the claimant's
counsel," she said.

Ms. Crichton disclosed that at least 90% of the claims were from
employees or ex-employees.  T&N also received subrogation claims,
which arise out of specific activities of Newell's employees, or
from J. W. Roberts' employees, another subsidiary.

Ms. Crichton proceeded to describe the events -- and the steps
T&N would take -- if negotiations broke down.  Ms. Crichton,
however, emphasized that 90% to 95% of the claims get settled.

"What type of medical evidence did Turner & Newell require for
plaintiff to come forward with before it would settle with the
U. K. claimant?"

"We would always receive a report from a recognized consultant
who specialized in asbestos diseases."

"Did the plaintiff have to provide x-rays?"

"I think x-rays would be provided probably to the consultant,
they didn't provide x-rays to us.  But if there were any relevant
x-rays, they would be referred to in the consultant's report."

Ms. Crichton said the medical reports would always contain the
results of pulmonary function tests.

Ms. Crichton added that T&N used the Judicial Study Board
guidelines to determine how much it will pay in settlements.

Mr. Bissell recalled that T&N did not take many cases to trial.  
"How did Turner & Newell do at trial?" he asked.

"Not very well."

"Has T&N settled products liability claims?"

"Not very many, a handful."

Before turning Ms. Crichton over, Mr. Bissell asked how liability
was allocated between T&N and other defendants when a claimant
was exposed to asbestos from more than one source.

It was almost always on a time-exposed basis, Ms. Crichton
explained.  "If an employee worked for us for five years and
worked for someone else for five years and someone else for ten
years, then our share would be 25 percent and the others would be
25 and 50 percent respectively."

"So is it fair to say that T&N would pay an asbestos claim if the
consulting doctor rendered a diagnosis of asbestosis even if the
plaintiff did not have any particular decline on a PFT test?"

"Yes," Ms. Crichton replied.  "But clearly they would get
considerably less than if they were a high disability.  And in
the UK we have a system whereby claimants can opt to take
provisional damages."

Adam P. Strochak, Esq., at Weil, Gotshal & Manges LLP, cross-
examined Ms. Crichton.

Mr. Strochak sought clarifications about the claims database.  He
asked if the U.S. company that was hired to do the project
related to Dr. Mark Peterson, the testifying expert for the
Asbestos Claimants Committee.

"I don't think so." Ms. Crichton said.

Mr. Strochak asked if the documents in the electronic repository
were the same documents shown to Chase Manhattan in the property
damage litigation.

Ms. Crichton said many of the documents were the same, but not
all.  Ms. Crichton also disclosed that asbestos personal injury
lawyers representing U.S. claimants viewed the repository.

"About what percentage of claims are resolved with no payment in
the UK, if you have a sense?"

"You mean that we take to trial and don't pay or just we just
don't for whatever reason -- a number of them just go away.  A
number of them are abandoned."

"[W]e might start a case and the claimant just goes away.  There
are . . . a few instances where we have been released by
codefendants mainly because our share would prove to be so small
. . . less than 1 percent or something, it's really not worth it.

Mr. Strochak asked Ms. Crichton to clarify when she said that for
many of the claims there was no defense, if she was referring to
employer's liability claims.

"Yes."

"And the reason for that is there's a fairly well established
record of the presence of asbestos in mills and other factories
where Turner & Newell and subsidiaries actually made asbestos,
its asbestos products, right?"

"That's right," she confirmed.

"Now, is that comparable in the United States?" Mr. Strochak
prodded on.

"Objection!" Mr. Finch interjected.  "Lack of foundation," Mr.
Finch told the Court.

Ms. Crichton said she didn't understand the question.

"You have a general sense that the U.S. claims are largely
products liability type claims?" Mr. Strochak proceeded.

"Yes, to that extent I know they would be mostly product
liability claims."

Ms. Crichton explained that T&N did not receive many product
liability claims in the U.K.  The ones received, however, had
good evidence that the person has been exposed to one of T&N's
products.

Ms. Crichton also told the Court that Federal-Mogul took an
interest on a book written by Geoffrey Tweedale in 2000 about
T&N's corporate conduct with regard to asbestos.

Mr. Strochak reminded her that at their meeting in New York, Ms.
Crichton said she believed the Tweedale book had no effect on
litigation against T&N.

"In the UK I would say so," Ms. Crichton clarified.  She
confirmed that there was nothing new in the book with respect to
T&N's ability to defend itself against claims in the U.K.

           Asbestos Claimants Committee's Third Witness
                        Dr. Laura Welch

Mr. Finch called Laura Welch to the witness stand as the ACC's
medical expert to talk about asbestos-related disease and
disorders from a physician's perspective.  

Dr. Welch has a Bachelor's degree in biology from Swarthmore
College and a medical degree from the State University of New
York at Stony Brook.  She did a residency in internal medicine at
Montefiore Hospital in the Bronx, which is part of the Albert
Einstein School of Medicine.  And prior to that, she had faculty
positions at several medical schools.  Dr. Welch is board
certified both in internal medicine and occupational medicine,
and her clinical practice and work has included both.

Dr. Welch said she was involved with patients who suffer from
asbestos-related diseases since 1980.  She has also written
chapters for a book relating to asbestos disease.  Dr. Welch was
recognized a number of times by courts as an expert in the
diagnosis of asbestos-related diseases and in the epidemiology of
asbestos-related diseases.  She has also testified before
Congress on matters relating to diagnosis of asbestos-related
diseases.

Dr. Welch was retained by the Asbestos Claimants Committee to
give an opinion on certain aspects of asbestos-related disease.  

According to Dr. Welch, exposure to asbestos causes mesothelioma,
lung cancer, colon cancer, and laryngeal and pharyngeal cancer.  
Non-malignant diseases caused by asbestos exposure include
asbestosis, asbestos-related pleural plaques, and to some degree
of obstructive lung disease.

Dr. Welch opined that someone can have a decline even though
they're pulmonary function is within the population normal range.

"The normal range that we use for pulmonary function testing,
there are a set of different predictives, what we call
predictives, and they vary very little.  They're pretty much
based by testing people who are not known to have lung disease
and creating a range of normal and that range is fairly big. . .
Let's say my normal is 100 percent, the best estimate of what 100
percent would be for me ranges between 80 and 120 percent of that
normal.  So I could lose -- if I started at a high normal -- if
my normal was really higher than the average for the population,
I could lose easily 20 percent of my lung function before I
dropped below 80 percent of the population predictive, because
the population predictive is really an average across a whole
range of people.  And people are different, people have different
body types primarily, and so even though the predictives are
adjusted based on age, height, and sex, there's still a lot of
variation in the normal between people.  We know that from
circumstances where we're able to measure people periodically.  
Over a period of time, there is some information on loss of lungs
function, and that's how we know what happens with aging, and
people can lose, as I said 20 percent, maybe more, and still be
within the normal range on a population basis."

Dr. Welch told Judge Rodriguez that functional impairment is not
required to diagnose someone with an asbestos-related non-
malignant disease like asbestosis.  "The diagnosis is based on
history of exposure and appropriate changes in the lung measured
either with pathology or using more with radiology.  And the
American Thoracic Society has a statement about the diagnosis of
asbestosis and states clearly that functional impairment is not
necessary for that diagnosis."

Dr. Welch further opined that individuals can have asbestosis
with a normal chest film.  "It's been documented both using
pathology as the gold standard looking at people who have normal
chest film but substantial asbestos exposure and finding that a
good number of that people, like in one study about 20 percent
had pathological asbestosis with a normal chest x-ray, and then
there is also studies that have used CAT scanning as the, what we
might say the gold standard is, comparing the plain chest x-ray
to what you see on a CAT scan, and again you find 25, some
studies up to 40 percent of the people with substantial asbestos
exposure, but a normal chest x-ray have some findings of
asbestosis on a CAT scan.

A person who has asbestosis yet has a PFT score in the normal
range can have a significant loss of lung function, Dr. Welch
said.   It's very typical for individuals with asbestosis to have
shortness of breath, some chest discomfort, and fatigue related
to the increase work of breathing because of the scarring in the
lung, Dr. Welch explained.  In addition, they have a significant
increase risk of developing lung cancer and subsequent to that,
even if they haven't had the lung cancer yet, they're very
concerned about their future risk of lung cancer.

"If they have asbestosis," Dr. Welch said, "they're probably
about four times as likely as someone who is equivalent to them
in terms of smoking history who doesn't have asbestosis.  But if
you take that person with asbestosis who is a smoker and compare
them to a nonsmoker, non-asbestosis exposed person, it's probably
about 50 fold because the asbestos multiplies times the risk of
smoking."

According to Dr. Welch, 15% of people who contract lung cancer
live more than five years.

"What other adverse health consequences are suffered by people
who have nonmalignant asbestos disease even though they may have
normal pulmonary function tests?" Mr. Finch asked.

"The fear of cancer, shortness of breath even within the normal,
and then they have a likelihood of developing progressive decline
in lung function and eventually dropping below the normal range.  
Individuals have different rates of decline, but if they live
long enough they usually develop a significant impairment from
that declining lung function," Dr. Welch replied.

For people who suffer from nonmalignant asbestos disease, Dr.
Welch said she generally recommends that they have an annual
examination with a physician who knows about asbestos-related
disease, to make sure that they get their annual influenza
vaccination.  Dr. Welch noted that many of them do smoke, so she
asserts that they have to quit smoking.  Part of the annual exam
is finding out what other diseases have developed in men who are
getting to be 60 and 70, and sorting out what might be due to
their asbestos and what might be due to heart disease or other
lungs disease as well.

A complete test costs about $800 to $1,000 per year.

Mr. Finch also asked Dr. Welch to describe the adverse health
consequences suffered by someone who has pleural plaques.

"Pleural plaque, as of the most general statement, usually
doesn't have a loss of lung function with it, but you have --
those people have a higher likelihood of eventually developing
asbestosis.  Because of the asbestos exposure that they've had,
they're at a higher risk for lung cancer.  So it's very similar
to the people with asbestosis in terms of increased risk of lung
cancer, fear of lung cancer and progression of lung disease," Dr.
Welch said.

Dr. Welch also recommends annual physical examination and checkup
for people with pleural plaques.

According to Dr. Welch, it's not uncommon for people to have
asbestosis even with pulmonary function impairment and not have a
diagnosis because it comes on very slowly and the impairment
comes on slowly.  "People essentially learn to live with it,
attribute it to aging, and so it's very, very common for people
to have this disease."

Dr. Welch opined that asbestosis is not a necessary event in the
causal chain between asbestos exposure and lung cancer.

"We know that asbestos causes cancer because asbestos cause
mesothelioma directly and there is -- no postulates that you need
asbestosis to attribute mesothelioma to asbestos.  In addition,
in animal experiments and laboratory experiments asbestos causes
cancer.  There is no disagreement at all that asbestos causes
cancer without any intermediaries.  In a way, it's easier for me
to explain it by explaining why the asbestosis link is really a
false hypothesis because so much of the information just is that
asbestos causes cancer, there is a linear dose response between
asbestos exposure as the development of cancer.  As the dose goes
up, the rate in the population goes up.  If you needed
asbestosis, you should see no lung cancer attributable to
asbestos in populations exposed at levels lower than what we
think is a level for asbestosis, but there are a number of
population based studies that show a risk of lung cancer at
levels of exposure such as in the range of like seven or eight
fiber years, which is a way of calculating total asbestos
lifetime dose, when the number for asbestosis is generally quoted
as 25 fiber years.  So, if you needed asbestosis, the
relationship between asbestos exposure and lung cancer shouldn't
go linearly up, it should have a threshold.  So it would have a
very different shape, that dose response relationship."

Dr. Welch does not share the observation by some doctors that
asbestosis is a vanishing disease.  She pointed out that based on
the data compiled by the National Center for Health Statistics,
each year an increase in the number of deaths for which asbestos
is mentioned as a cause of death on the death certificate.

Mr. Finch asked Dr. Welch if she believed the proposition that a
significant percentage of asbestos claims are supported by
fraudulent or invalid reading of x-rays.

"No, I absolutely don't," Dr. Welch responded.  "What the study
did was they, Dr. [Joseph] Gitlin and his colleagues, collected
approximately 500 x-rays from plaintiffs who had filed a claim in
asbestos litigation.  It was never clear to me where they came
from.  And they came from some, I think, mass claims in West
Virginia but it wasn't clear to me how they were selected.  They
were selected by defense attorneys and provided to Dr. Gitlin and
his group.  And then Dr. Gitlin asked six different B Readers to
read those x-rays and give an interpretation.  And what he found
was that the readers who read it, he called them the consultant
readers and the initial readers, the consultant readers found a
lot less disease among those 500 films than the initial readers.  
Of course, the initial readers found disease because they were
selected to be deceased cases that they were going to be re-
reviewed."

Dr. Welch also related to the Court a study on B Readers who read
films for the United States Navy published in 1988 made by Dr.
Ducatman.

"That [study] included readings on 100,000 x-rays as opposed to
the 500 in the Gitlin study.  At that time, Dr. Ducatman was
working for the Navy and the Navy was doing regular screenings to
look for asbestos disease in their, the active duty personnel
that were exposed.  And what they did was they took batches of
the x-rays and sent them to, I think 23 different readers.  The
x-rays were distributed fairly randomly among the readers.  He
looked to be sure that one reader wasn't getting all the shipyard
films and another reader getting, you know, just technical
people.  And he took that, those 100,000 films and looked at
agreement among those 23 readers.  And between the reader who
found the least amount of disease and the reader who found the
most amount of disease, it was 300 fold, which was a little
surprising in that the hope was the B reading would have reduced
that variability.  Even among the readers who were considered the
gold standard who had helped set up the B Reader program, the
variability was almost 20 fold. . . . if they looked at the same
100 films, one person might have found one of them abnormal and
someone else would find 20 of them abnormal and everybody else
was in between.  With a very large group, it was one out of 300
or 300 out of 300."

Mr. Friedman, Esq., at Weil, Gotshal & Manges LLP, cross-examined
Dr. Welch.

Mr. Friedman noted that there are some cases of mesothelioma
where the diagnosis is idiopathic mesothelioma rather than
asbestos-related mesothelioma.  Idiopathic mesothelioma means the
cause is not known.

"That's correct," Dr. Welch said.  "There's probably some
background rate of mesothelioma, it's hard to -- it's hard to
say.  You'd have to go back before asbestos was commercially used
to really identify the number that represents the background but
it's generally agreed there's some background rate of
mesothelioma."

Mr. Friedman pointed out that if a person has a pleural change
but there was no abnormality in lung function and no disease from
ability to perform activities of daily living, an individual
would have an impairment rating of zero.

"Dypsnea is the most common symptom noted on initial examination
of individuals with any type of pulmonary impairment, is that
correct?" Mr. Friedman asked.

"Correct," Dr. Welch said.

"And dyspnea presents as fatigue or shortness of breath, is that
right?"

"Dyspnea is shortness of breath."

"And it can cause fatigue, difficulty climbing stairs?"

Dr. Welch noted that there can be a whole range of causes of
dyspnea, usually it's due to lung or heart disease.

"But it can also be called any hematological conditions, isn't
that right?" Mr. Friedman asserted.

According to Dr. Welch, anything that impairs oxygen delivery to
the tissues is lung disease.  And hematologic conditions can
cause shortness of breath.

At Mr. Friedman's prompting, Dr. Welch admitted that shortness of
breath can be caused by metabolic conditions and even anxiety.

Dr. Welch believes the overall disease burden from asbestos has
reached its peak.  "If we had a way of tracking it nationwide, it
could be going down.  But even though the prevalence can be going
down, claims could be going up because they're not necessarily
related to each other.  But I think if we were doing large scale
examination programs, we would be seeing a decline in the
prevalence of asbestosis, of the non-malignant diseases.  We are
not yet seeing a decline in the prevalence of the cancer, but in
non-malignant cancer, we're seeing a decline.  I believe there
would be a decline if we were doing a large screening program."

         Asbestos Claimants' Committee's Fourth Witness
                         Barbara Dohmann

Mr. Inselbuch called Barbara Dohmann, a barrister at the Bar of
England and Wales, to the witness stand.

Before proceeding with the examination, Mr. Inselbuch introduced
Judge Rodriguez to Rod Freeman from Lovells in London who are
solicitors on behalf of the Asbestos Claimants Committee and who
participated with them in working with Ms. Dohmann.

Ms. Dohmann explained the difference between solicitors and
barristers.  Solicitors are lawyers who have client contact while
barristers act as advocates and advisors.  Barristers must be
independent from even the client.  The first duty of the
barrister is to the court.  That duty, Ms. Dohmann explained,
means that a barrister must provide the court with all facts and
authority relevant in a particular matter event when that is not
in a client's interests.  

Ms. Dohmann has been a barrister for more than 30 years.  Ms.
Dohmann worked as a part-time judge for about nine years, until
2002.  She is now exclusively in independent private practice.  
According to Ms. Dohmann, she is familiar with asbestos
litigation in the English courts because she was retained in the
late 1990s for an important set of cases known as Lubbe and Cape,
Public Limited Company -- which involved South African asbestos
miners, their families and people living near the asbestos mines
which was owned in the past by Cape, PLC.

"I would say that a significant proportion of my work every year
will involve questions of non-English law and issues as to what
law should be applied," Ms. Dohmann told Mr. Inselbuch.

At that point, Mr. Inselbuch proferred Ms. Dohmann as an expert
on English law as it relates to choice of law analysis with
respect to claims of U.S. plaintiffs arising in the U.S. against
Turner & Newell brought in England.

Ms. Dohmann was retained by Mr. Freeman of Lovells, on behalf of
the Asbestos Claimants Committee and the Futures Representative.

Ms. Dohmann was asked to address the issue whether the claims
that were brought in the past and may be brought in the future
and are pending against T&N in the United States would be
recognized as a matter of English law as giving rise to cause of
action known to English law.  

"And the answer to that question is certainly yes," Ms. Dohmann
told the Court.

Ms. Dohmann was also asked to consider what law the English court
would apply to issues of liability and of damages.

"The bases of liability are entirely known to English law and
would be recognized.  That is the question of liability.  Now, of
course, questions of proof and procedure are different ones.  The
questions of damages falls in two parts, everything to do with
the heads of damage, what is the type of damage that can be
recovered by a plaintiff will be governed by U.S. law.  Any
questions of whether the damage is foreseeable or is remote will
be governed by U.S. law.  And I would say now that it seems to me
that there would be very little difference between U.S. law and
English law on those topics.  The question of quantification is
more complex because at the moment the law is in flux as to what
is really assessment of damages, what does it mean.  The safe
answer to give today is that English law tends to regard
everything to do with putting a value on a particular claim as a
matter for the court that decides the point and, therefore, as a
matter of English law.  However, this is beginning to change.  It
will certainly change in the near future," Ms. Dohmann said.

In preparing her report, Ms. Dohmann said she relied on her 34
years of experience.  She was also assisted by Professor Edwin
Briggs, a professor of international law at Oxford University.

Mr. Inselbuch asked Ms. Dohmann for her opinion on Mr. Hanly's
description of the facts.

Ms. Dohmann noted that the bases of liability that Mr. Hanly
described and of what was paid and not paid is consistent with
the assumptions upon which she relied.  

At Mr. Inselbuch's request, Ms. Dohmann stepped the Court through
the English law that governs liability.  At the English common
law, it must be determined where the cause of action arises.  If
the cause of action substantially arises in a county other than
England and Wales, then that law will govern as to whether
there's a cause of action.

"Next, the English court has to apply a rule, when I say has to
apply, that's at common law, has to apply a rule known as the
rule of double actionability.  This was established even before,
but certainly became the rule when the House of Lords so ruled in
the case called Chaplin and Boys in 1971.  Double actionability
means that the cause of action, and I'm talking about the law of
tort at common law, that the cause of action must be actionable
in England, in other words, it must be recognized by us as being
a civil wrong, a tort.  And you can bring a suit in England in
relation to it and it must be actionable in the country where it
arose as a civil wrong as well, both."

Mr. Inselbuch asked, "Do you have an opinion as to whether or not
the claims being asserted on behalf of asbestos personal injury
victims against Turner & Newell in the United States would
satisfy the double actionability rule?"

"Yes, I have no doubt that it would," Ms. Dohmann replied.  
"Plainly it's actionable in the U.S. and it's equally actionable
in the United Kingdom and England and Wales specifically."

Ms. Dohmann related that there is a general trend in the United
Kingdom, and specifically England and Wales, to the effect that
one moves away from that which in modern eyes appears too
parochial or too little England oriented and aligns oneself more
with what goes on internationally.  According to Ms. Dohmann, the
double actionability rule has been much criticized.  "It doesn't
exist anywhere else in Europe.  To the best of my knowledge, it
is pretty unknown generally in international law.  And English
lawyers, quite rightly, criticized it and it has been abolished
by statute as from the 1st of May 1996.  A law commission, which
is usually set up to consider particular points that are ripe for
reform, considered that particular problem of the law of torts
and made its recommendations in which it specifically said that
we must move away from parochial aspects of our law of torts.  
And, accordingly, there was an enacted in 1995 the Private
International Law (Miscellaneous Provisions) Act."

Ms. Dohmann stated that the effect of the 1995 Act is partly in
doubt insofar as acts or omissions have occurred before the 1st
of May 1996, which gives rise to a claim.

As to the issue of quantum of damages, Ms. Dohmann said, any
court will always apply its own procedures.  "And there is in
private international law, and always has been, a division
between substance and procedure.  Everything to do with substance
normally governed by the proper law of the issue, contract or
tort.  But anything to do with procedure will be a matter for
what is called the Lex Fori, the law of the Court where the case
takes place.  So everything to do with how you bring a claim, how
you present the claim to the court, how you prove the claim will
always be a matter for the Court where that claim is being
litigated."

Ms. Dohmann related that there was this recent case cited in the
Court of Appeal called Harding and Whealands.  It was under the
1995 Act, not at common law.  Majority of the Court of Appeal
having analyzed carefully the argument in relation to procedure
and substance has begun to shift away from making everything to
do with assessment of damages procedural.  The case is on its way
to the House of Lords and it may well be heard later this year.  
The House of Lords will consider the question of what is
procedure and what is substance in damages.  But it is not
obligated to address the general common law.

Ms. Dohmann also informed the Court that there is a very
important development in relation to tort and delicit in the
European Union.  Under the draft regulation, if in asbestos cases
the damage or harm appears later, it will come within it and
therefore it will apply to the assessment of damages.

On cross-examination, Kristin King Brown, Esq., at Weil, Gotshal
& Manges, noted that until the House of Lords overrules Boys vs.
Chaplin, lower courts determining choice of law issues are bound
by the decision in Boys vs. Chaplin, which says that on
procedural issues, including quantum of damages, the law of the
forum in the case applies.

"It is your opinion," Ms. Brown told Ms. Dohmann, "that although
Boys against Chaplin has not been overruled and requires the law
of the forum to apply, that rule has essentially outlived its
usefulness?"

"Yes, entirely," Ms. Dohmann responded.

"So your conclusion . . . that U.S. law would apply to quantity
of damages is not based on the law as it stands today, is it?"
Ms. Brown asked.

"Well," Ms. Dohmann said, "my conclusion is the whole of the
opinion, and as a matter of the whole of the opinion it is that
ultimately in this case it will be U. S. law."

Ms. Brown pointed out that if the House of Lords does not
overrule Boys and Chaplin, then U.K. law would apply to quantum
of damages.

Ms. Dohmann clarified that there is no such thing as U.K. law, it
would be the law of England and Wales.  "That would be the case
for, in my opinion, a short period of time, namely the next case
that goes up to the House of Lords after Harding against
Wealands, if they don't deal with the point then.  And in any
event, until the regulation comes into force, which is then
prescriptive."

But there's no certainty that will happen, Ms. Brown asserted.

"There is no certainty in life, but there is the possibility of
looking ahead with considerable confidence," Ms. Dohmann replied.
She believes the change will occur.

                Asbestos Claimants' Fifth Witness
                         Mark Peterson

Before the direct examination began, Adam P. Strochak, Esq., at
Weil, Gotshal & Manges LLP, representing the Official Committee
of Asbestos Property Damage Claimants, directed the Court's
attention to the PD Committee's pending limine motion.  

The parties agreed and the Court consented that argument on the
request to strike portions of Dr. Peterson's testimony will be
reserved until later in the trial.  This will avoid hearing Dr.
Peterson's testimony, determining its admissibility and then, if
ruled admissible, hearing it all a second time.

Dr. Peterson has an undergraduate degree in psychology and
mathematics from the University of Minnesota, a law degree from
Harvard University, and have Masters and Ph.D. in experimental
social psychology from the University of California, Los Angeles.  
He worked for Rand Corporation in San Monica for 25 years doing
quantitative empirical research with regard to the legal system.  
Since 1980, Dr. Peterson also has participated as a consultant
and an expert and a special master in series of mass tort
litigation, primarily asbestos.  He was also retained as an
expert for several federal court judges.  According to Dr.
Peterson, he has been engaged in more than 20 different
bankruptcies of asbestos debtors.  His role has been, to a great
extent, the estimation of liabilities as well as the construction
of trust distribution procedures that would be used by the
subsequently created asbestos trust to allow and pay claims.  
Most of his engagements have been with asbestos claimants
committees.  Dr. Peterson has also testified before the Congress
on issues that involve asbestos, recently on the Fair Act.  He is
also a consultant for a dozen asbestos trusts and he is a trustee
of asbestos trusts.

Mr. Inselbuch asked Dr. Peterson if he followed the progress of
the various asbestos cases in which he provided testimony in
order to determine how accurate his projections were.

Dr. Peterson said he does compare his forecast with the
subsequent experience of claimed filings and calculations of
liability.

"And in doing so, I've found that generally I'm wrong but to the
degree -- I'm sometimes very accurate but when I'm wrong, I've
always underestimated the liability.  So I'm consistent with
regard to my forecasts, is that they're either accurate or
they're less than what the liability turns out to be.  And that's
not only characteristic of me, but everyone who does the kind of
forecast that I do has always over -- they've always
underestimated -- they've underestimated what the subsequent
liability is.  That's the general pattern of research."

According to Dr. Peterson, he was engaged in the Federal-Mogul
bankruptcy in the spring of 2002, by the Asbestos Claimants
Committee.  Among the first things he did was participate in the
preparation of a survey of the Federal-Mogul streams of
liability.  He also came up with a report providing some
background information to the members of the Asbestos Claimants
Committee, describing:

   -- who these entities were that had asbestos liabilities,

   -- what was their insurance,

   -- what we understand to be the available insurance for each
      of those companies,

   -- what was the past data with regard to their claims, and

   -- what was the relative liability that one might see from
      them but without attempting to make any current estimate of
      what their liabilities were at the time.

As the collection of data grew, Dr. Peterson was asked to develop
matrix values for the trust distribution procedures that may be
incorporated into a proposed bankruptcy reorganization plan for
Turner & Newall.

"I tried to estimate what and provide the committee with my
estimate of what's the current value or average value of the
current claim in each of the diseases in each of the
subcategories of disease in a TDP.  So for Mesothelioma, there's
one category, but for lung cancer there are two categories.  For
non-malignant claims, which is asbestosis and pleural disease,
there are three categories depending upon the severity of the
claims.  So I provide the committee with estimates of what I
think is about the mean or average value of those claims, which,
if I hit it right, they tend to agree with and use as the
scheduled value."

Dr. Peterson said he also suggest to the Committee what's an
appropriate maximum value for each of these disease categories.

The Committee suggested to Dr. Peterson, and he agreed it's a
good approach, to take the Mesothelioma value and they will use
this historic experience for Turner & Newall or eight or nine
other companies in order to hang the value of a lung cancer and
another cancer and so on.  "I'd been given a range of what the
committee thought might be an appropriate value for Mesothelioma,
which was consistent with what I've been telling them, and I used
a number of $200,000 for Mesothelioma, which was somewhat less
than I had estimated the value.  I thought it was a conservative
estimate of the value of the Mesothelioma claim currently against
Turner & Newall, but I used that for purposes of construct the
TDP and pegged every other claimed category based on these
relative ratios that I had obtained previously."

Dr. Peterson was asked by the Committee to estimate the
liabilities of Turner & Newall for pending future asbestos claims
at the time of -- just at the time of its bankruptcy petition
dated October 1, 2001, and to prepare a report describing his
estimates and the bases for his estimates.

Using visual aids, Dr. Peterson explained to the Court the steps
he went through in doing the estimating process for both the
United States claims and the U.K. claims.

Dr. Peterson related that among the mesothelioma claims, about
91.4% of them turned out to be mesothelioma while 6.5% turned out
to be nonmalignant claims.  As for lung cancer claims, 9/10 of 1%
turn out to be mesothelioma.

He observed that the settlement averages for mesothelioma were
rising for all defendants in the 1990s.  Dr. Peterson estimates
that Turner & Newall averaged $138,939 as settlement for each
mesothelioma claim.  The settlement average in 2001 for
mesothelioma claims is $195,000.  

"There were more claims paid in 2001 than were settled.  Because
of the CCR's delay in payment, there were claims paid in 2001
that had been settled in the year 2000, year 1999, year 1998, so
forth.  Those claims got the values that were then the current
realm when they settled.  So, the 2000 claims settled in 1998 and
paid in 2001 had much lower values than the claims actually
settled in 2001.  So if you do a calculation of what's the
average payment in 2001, it would be lower than 138,000, it's
about $102,000.  But that doesn't represent the current values of
claims being settled in 2001, it obscures the settlement trends
and what is the then current values of the claims."

Dr. Peterson added that 12,000 of the 14,000 claims that Turner &
Newall settled in 2001 were this one block of Mississippi claims.  
"Turner & Newall had great success in getting out of the
Mississippi claims, they had summary judgments in a number of
mass cases because the claimants, plaintiffs, were unable to show
any exposure to a Turner & Newall product. So in Mississippi, the
claims had relatively low values."  About 12,000 claims were
resolved for $3,600,000.

Dr. Peterson noted that the average Mesothelioma settlement
increased from $44,000 in 1997 to $139,000 in 2001.  Between that
time period, the average Mesothelioma settlement increased by
318%.  "And this was a basis for estimating what would be the
current amount of money that this company would have to pay
today."

"I determined the values of all the other diseases by essentially
hanging it off this calculated value for Mesothelioma using
historic rates of the differences between the Mesothelioma and
lung cancer, Mesothelioma and non-malignant claims.  So I took
those historic rates of payment and derived average values for
all of the other diseases.  Then I compared this with a number of
different sources.  I did a variety of sensitivities to look at
if I calculated this differently, what would I get.  And I
compared it to the trust distribution procedures, the scheduled
value there, which I also calculated and provided to the
committee earlier.  And then from that I selected a conservative
value that was less than any of these numbers and used that as
the basis for forecasting liabilities."

Dr. Peterson believes that one of the factors that caused the
increase was that over the course of the 1990s, more and more was
coming out about the bad history of Turner & Newall.  Worse, when
the Center of Claims Resolution dissolved, Turner & Newall lost
the anonymity it had.  It lost all of the strategic advantages it
had in negotiating settlement.  

Dr. Peterson estimates the indemnity value of the pending claims
against Turner & Newall calculated in year 2001 at $1.402
billion.

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


FIRST FRANKLIN: Moody's Rates Class B-4 Sub. Certificates at Ba1
----------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates and ratings ranging from Aa1 to Ba1 to the
mezzanine/subordinate certificates issued by First Franklin
Mortgage Loan Trust 2005-FFH1.

The securitization is backed by First Franklin originated
adjustable-rate (89.66%) and fixed-rate (10.34%) mortgage loans.
The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization and excess spread.  The credit quality of
the loan pool is in line with the average loan pool (e.g.,
weighted average original loan-to-value ratio of approximately
100%) backing recent First Franklin high LTV sub-prime
securitizations.  Moody's expects collateral losses on this pool
to range from 4.65% to 4.90%

Wilshire Credit Corporation (rated "SQ2" by Moody's) will service
all of the loans.

The Complete Rating Actions are:

First Franklin Mortgage Loan Trust 2005-FFH1

Mortgage Pass-Through Certificates, Series 2005-FFH1

   * Class A-1A, rated Aaa
   * Class A-1B, rated Aaa
   * Class A-2A, rated Aaa
   * Class A-2B, rated Aaa
   * Class A-2C, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class B-1, rated Baa1
   * Class B-2, rated Baa2
   * Class B-3, rated Baa3
   * Class B-4, rated Ba1


FUJI HEAVY: Weak Cash Flow Prompts S&P to Lower Ratings to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term credit
rating on Fuji Heavy Industries Ltd. to 'BB+' from 'BBB-' based on
diminished prospects for a recovery in profitability and cash flow
over the near term along with intensifying competition in the
global auto industry.  The outlook on the rating is stable.

"Fuji Heavy's profitability and cash flow have weakened over the
past two years largely owing to its disappointing sales
performance, deterioration in model mix, and increasing
competitive pressures," said Standard & Poor's credit analyst
Chizuko Satsukawa.

"Fuji Heavy has a high dependence on a few vehicle models in its
relatively small automotive business, Subaru.  This makes the
company's overall profitability highly dependent on the sales
performance of each model, as well as on new product launches,"
Ms. Satsukawa added.

In addition to weak sales overall, Fuji Heavy's profitability has
been negatively affected by erosion in its model mix, given the
greater proportion of lower-margin vehicles.  

The prospects for improvement in profitability in the near term
are low as indicated by the company's downward revision of its
sales volume and profit targets in its midterm business plan to
March 2007.

While Fuji Heavy plans to launch a limited number of new models
and to perform major facelifts on its existing models over the
next few years, the aggressive introductions of new models planned
by competitors will pressure its ability to achieve these targets
and improve profitability as planned.  To revive profitability,
Fuji Heavy intends to cut costs by coordinating global purchasing
with its 20%-owner General Motors Corp. (BB/Negative/B-1), and
restructure its product planning and sales processes and networks.

Fuji Heavy remains vulnerable to foreign exchange rates because of
its relatively low overseas production and procurement.  The
company plans to reduce its exposure to this risk by exporting
vehicles manufactured in the U.S. to Japan and Europe, but it is
uncertain if exports will reach sufficient volumes to constitute a
meaningful natural hedge.  Moreover, depending on the sales
performance of a new SUV, production capacity at its vehicle
assembly plant in the U.S. may continue to be underutilized.

Profitability and cash flow are not likely to improve from recent
weak levels in the near term. Fuji Heavy's EBITDA margin and ratio
of funds from operations to total debt are expected to remain
below 10% and 25%, respectively.  Despite the erosion, the company
is expected to maintain moderate financial leverage, with a ratio
of total debt to capital of approximately 37% (calculated
according to Standard & Poor's captive finance methodology), given
its relatively low capital investment plans over the next few
years.  

The stable outlook is based on the expectation that Fuji Heavy
will be able to stop profitability and cash flow erosion in the
next few years, helped by various cost cutting measures and the
major facelift of the core Legacy model.  In addition, the
company's relatively moderate financial leverage provides some
leeway at the revised rating level. If there are delays in
improving cash flow, leading to significantly increased debt usage
and considerable deterioration in cash flow protection measures,
the rating could be lowered further.


GLOBAL CROSSING: Registers 800,000 Common Shares with SEC
---------------------------------------------------------
Pursuant to the requirements of the Securities Act, Global
Crossing Limited filed a Registration Statement with the
Securities and Exchange Commission, disclosing that it is selling
800,000 shares of common stock:

                             Maximum
    Title of                 Offering      Maximum   Registration
  Securities       Amount   Price/Share    Price     Fee Amount
  ----------       ------   -----------   -------   ------------
  Common Stock,   800,000      $10.16   $8,128,000     $956.67
  par value
  $.01/share
  
Chief Executive Officer John Legere explains that the shares to
be registered consist of shares owned by STT Crossing Ltd.,
issuable on exercise of outstanding options granted pursuant to
the STT Communications Ltd. Share Option Plan 2004.

Global Crossing's by-laws provide that officers, directors and
certain other persons will each be indemnified and held harmless
out of the funds to the fullest extent provided by Bermuda law
against all liabilities, losses, damages or expenses incurred or
suffered by that party.  The by-laws also state that those
persons will be indemnified for costs of defense of civil and
criminal proceedings and for advancement of expenses in
connection with indemnified activities and proceedings.

In addition, Global Crossing maintains directors' and officers'
liability insurance policies covering indemnified losses of each
indemnified person.  Mr. Legere ascertains that the policies
provide up to $50,000,000 in director, officer and entity-level
coverage and up to an additional $15 million in coverage for
directors and officers only.

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

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


GREENPOINT MORTGAGE: Moody's Rates Class B-4 Certificates at Ba2
----------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
Class A, SP and A-R certificates issued by Greenpoint Mortgage
Loan Trust 2004-1 and ratings ranging from Aa2 to Ba2 to the
mezzanine and subordinate certificates in the deal.

The transaction is backed by fixed-rate, first lien mortgage loans
originated by Greenpoint Mortgage Funding, Inc.  The ratings of
the certificates are based primarily on the credit quality of the
underlying mortgages, the credit enhancement provided by
subordination, and the legal structure of the transaction.  
Moody's expects collateral losses to range from 0.85-0.95%

Greenpoint will be the servicer for the mortgage loans backing the
deal.

The complete rating actions are:

Issuer: GreenPoint Mortgage Loan Trust 2004-1

Securities: Mortgage Loan Pass-Through Certificates, Series 2004-1

   * Class A, rated Aaa
   * Class SP, rated Aaa
   * Class A-R, rated Aaa
   * Class B-1, rated Aa2
   * Class B-2, rated A2
   * Class B-3, rated Baa2
   * Class B-4, rated Ba2


GSAMP TRUST: Moody's Rates Class B-3 Sub. Certificates at Ba1
-------------------------------------------------------------
Moody's Investors Service has assigned a rating of Aaa to the
senior certificates issued by GSAMP Trust 2005-S1 and ratings
ranging from Aa2 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by New Century originated second lien
sub-prime mortgage loans.  The ratings are based primarily on:

   * the credit quality of the loans;
   * the protection from subordination;
   * overcollateralization and excess spread; and
   * a mortgage pool insurance policy.

The mortgage pool insurance policy will be issued by Radian
Insurance, Inc., which has a financial strength rating of Aa3.  
The policy only covers losses due to default on the underlying
mortgages after the aggregate level of losses incurred by the
mortgage pool reaches 12% of the original pool balance.  The total
amount of coverage provided by the policy is equal to
approximately 3.50% of the original mortgage pool balance.

Wilshire Credit Corporation will service the loans.  Moody's has
assigned a rating of SQ2 to Wilshire as a primary servicing of
second lien loans.

The complete rating actions are:

Issuer: GSAMP Trust 2005-S1

Securities: Mortgage Pass-Through Certificates, Series 2005-S1

   * Class A, rated Aaa
   * Class M-1, rated Aa2
   * Class M-2, rated A2
   * Class B-1, rated Baa2
   * Class B-2, rated Baa3
   * Class B-3, rated Ba1


HARBOURVIEW CDO: Fitch Junks $49 Million Class B & C Notes
----------------------------------------------------------
Fitch Ratings downgrades three classes of notes issued by
HarbourView CDO III Funding, Ltd., and removes all classes from
Rating Watch Negative.

These rating actions are effective immediately:

   -- $175,935,406 class A notes to 'A-' from 'AA-';
   -- $22,713,325 class B notes to 'CCC' from 'BBB-';
   -- $26,250,000 class C notes to 'C' from 'B-'.

HarbourView III is a collateralized debt obligation managed by
HarbourView Asset Management that closed April 24, 2001.  
HarbourView III is currently composed of 35.0% residential
mortgage-backed securities, 29.6% asset-backed securities, 16.4%
commercial mortgage-backed securities, 8.6% real estate investment
trusts, 7.8% CDOs, and 2.6% corporate debt.

Since March 2005, HarbourView III has been in a technical event of
default due to the fact that the aggregate principal balance of
the collateral debt securities fell below the aggregate balance of
the rated notes.  Prior to the determination date for the June 15,
2005 payment date, a majority of class A noteholders chose to
accelerate the maturity of the transaction.  As a result, all
principal and interest proceeds available less senior transaction
fees and expenses, including the hedge counterparty payment, will
be used to pay the class A interest and principal until the notes
are paid in full.

Collateral deterioration has also occurred since Fitch's rating
action on Aug. 30, 2004.  Mezzanine and subordinate tranches from
under-performing manufactured housing securitizations have taken
principal write-downs and, in Fitch's opinion, over $18 million in
collateral that was considered performing from its previous review
is now considered distressed.  

The class A/B overcollateralization ratio has decreased to 95.0%
from 102.3% and the class C OC ratio has decreased from 102.3% and
94.1%, respectively, to 95.0% and 84.5% as of the most recent
trustee report dated June 5, 2005.

Fitch will continue to monitor and review this transaction for
future rating adjustments. Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch  
VECTOR Model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, also available at
http://www.fitchratings.com/


HOME RE: Moody's Rates Three Mortgage Note Classes at Low-B
-----------------------------------------------------------
Moody's Investors Service has assigned the ratings from A2 to Ba3
to securities issued by Home Re Limited and Home Re Credit LLC.  
Home Re is a synthetic securitization of mortgage insurance risk.

The complete rating actions are:

Co-Issuer: Home Re Limited

Co-Issuer: Home Re Credit LLC

Issue: Synthetic Mortgage Notes

   * Class M-2 Notes, rated A2
   * Class M-3 Notes, rated A3
   * Class M-4 Notes, rated Baa1
   * Class M-5 Notes, rated Baa2
   * Class M-6 Notes, rated Baa3
   * Class B-1 Notes, rated Ba1
   * Class B-2 Notes, rated Ba2
   * Class B-3 Notes, rated Ba3


HOVNANIAN ENT: Increases Revolving Credit Facility to $1.2 Billion
------------------------------------------------------------------
Hovnanian Enterprises, Inc. (NYSE: HOV) increased its unsecured
revolving credit facility to $1.2 billion from $900 million and
extended the maturity through July of 2009.  The facility contains
an accordion feature under which the aggregate commitment can be
increased to $1.3 billion subject to the availability of
additional commitments.

The new facility is led by PNC Capital Markets, LLC, Wachovia
Securities, Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers and Joint Book Runners.  PNC Bank, N.A. is
Administrative Agent, with Bank of America, N.A. and Wachovia
Bank, N.A. as Co-Syndication Agents, and JP Morgan Chase Bank,
N.A., The Royal Bank of Scotland plc and KeyBank, N.A. as
Co-Documentation Agents.   Nineteen other lenders also
participated in the new credit facility.

"The commitment we received from some of the most highly respected
banking institutions in the world demonstrates their confidence in
the operating strategy and financial strength of Hovnanian, as
well as the strength of the homebuilding industry," commented Ara
Hovnanian, President and Chief Executive Officer of the Company.  
"The expansion of our credit facility provides us with improved
liquidity as we continue to grow our business.  Our revolving
credit facility has been an integral part of our success and we
greatly appreciate the support and confidence of our banking
partners, some of which we have been working with for decades, as
well as several new members who have joined our group," he
concluded.

                      About the Company

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.  
The Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Illinois,
Maryland, Michigan, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Goodman Homes, Matzel &
Mumford, Diamond Homes, Westminster Homes, Forecast Homes,
Parkside Homes, Brighton Homes, Parkwood Builders, Great Western
Homes, Windward Homes, Cambridge Homes and Town & Country Homes.  
As the developer of K. Hovnanian's Four Seasons communities, the
Company is also one of the nation's largest builders of active
adult homes.

                      *     *     *

As reported in the Troubled Company Reporter on May 4, 2005, Fitch
Ratings affirms Hovnanian Enterprises, Inc.'s (NYSE:HOV) 'BB+'
senior unsecured debt and unsecured bank credit facility ratings.  
The rating applies to approximately $805.3 million in outstanding
senior notes.  Fitch also affirms the 'BB-' senior subordinated
notes rating that applies to $400 million in debt.  The Rating
Outlook is Stable.


INTERSTATE BAKERIES: Wants to Combine 3 Profit Centers' Operations
------------------------------------------------------------------
J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, relates that in the initial stage of
Interstate Bakeries Corp. and its debtor-affiliates' Chapter 11
cases, the Debtors focused on transitioning into Chapter 11 and
ensuring stable operations and an uninterrupted flow of their
products and on cost reductions that did not fundamentally change
the way they operate their businesses.  However, these efforts
have not offset the continuing decline in sales revenue, nor have
they sufficiently addressed the Debtors' cost structure in a
manner that would enable them to develop a business plan around
which to structure a reorganization plan that maximizes recovery
for their constituents.

As a second stage of their operational turnaround, the Debtors,
Mr. Ivester reports, have engaged, and continue to engage, in
exhaustive analyses of their profit centers on an individual
basis to determine the aspects of their businesses where the most
significant improvements in profitability and efficiency can be
achieved.  The Debtors' profit centers are groupings of bakeries,
depots, thrift stores and routes based on geographic proximity.

The analysis of each of the Debtors' 10 profit centers, Mr.
Ivester explains, are staggered because of the extensive effort
needed in analyzing even one profit center.  As of June 8, 2005,
the Debtors have already reviewed and analyzed profit centers in
the Florida and Georgia region, the Mid-Atlantic region, and
northeast region of the United States.

                   Profit Center Consolidations

After extensive evaluation of their Florida and Georgia, the Mid-
Atlantic, and northeast Profit Centers, the Debtors have
identified issues that adversely affected the three Profit
Centers' profitability.  As a result, the Debtors intend to
consolidate the operations in the three Profit Centers:

A. Florida/Georgia

   The Debtors plan to consolidate their operations in their
   Florida/Georgia Profit Center by closing their bakery in
   Miami, Florida, and reducing routes, depots and thrift stores
   in Florida and Georgia, where they currently maintain regional
   facilities.  The consolidation is expected to (x) affect
   approximately 600 workers in the Florida Profit Center and (y)
   be completed by July 15, 2005.

   The Debtors will continue to service the marketplace from
   their bakeries in Columbus, Georgia; Jacksonville, Florida;
   and Orlando, Florida.

   The Debtors' preliminary estimate of charges to be incurred
   in the consolidation is approximately $10 million, including
   approximately $2 million of severance charges, approximately
   $5 million of asset impairment charges, and approximately
   $2 million in other charges.

   The Debtors further estimate that approximately $5 million of
   the costs will result in future cash expenditures.  The
   Debtors intend to spend approximately $1 million in capital
   expenditures and an additional $1 million in other accrued
   expenses to effect the consolidation.

B. Mid-Atlantic

   The Debtors intend to consolidate operations in their Mid-
   Atlantic Profit Center by closing their bakery in Charlotte,
   North Carolina, and reducing routes, depots and thrift stores
   in North Carolina, South Carolina and Virginia.  The
   consolidation is expected to (x) affect approximately 950
   workers and (y) be completed by July 23, 2005.

   The Debtors will continue to service the marketplace from
   their bakeries in Rocky Mount, North Carolina, and Knoxville,
   Tennessee.

   The Debtors' preliminary estimate of charges to be incurred in
   the consolidation is approximately $15 million, including
   approximately $3 million of severance charges, approximately
   $8.5 million of asset impairment charges, and approximately
   $3.5 million in other charges.

   The Debtors further estimate that approximately $6 million of
   the costs will result in future cash expenditures.  The
   Debtors intend to spend approximately $2 million for capital
   expenditures and accrued expenses to effect the consolidation.

C. Northeast

   The Debtors plan to consolidate their operations in their
   Northeast Profit Center by closing their bakery in New
   Bedford, Massachusetts and reducing routes, depots and thrift
   stores throughout the Northeast where they maintain regional
   facilities.  The consolidation is expected to (x) affect
   approximately 1,400 workers and (y) be completed by mid-
   August.

   The Debtors will continue to service the marketplace from
   their remaining bakeries in the Northeast.

   The Debtors' preliminary estimate of charges to be incurred in
   the consolidation is approximately $17 million, including
   approximately $7 million of severance charges, approximately
   $7 million of asset impairment charges, and approximately $3
   million in other charges.

   The Debtors further estimate that approximately $9 million of
   the costs will result in future cash expenditures.  The
   Debtors intend to spend approximately $4.5 million in capital
   expenditures and accrued expenses to effect the consolidation.

The Debtors currently contribute to more than 40 multi-employer
pension plans as required under various collective bargaining
agreements, many of which are underfunded.  Mr. Ivester notes
that the Debtors are conducting the Profit Center consolidation
in a manner that they believe will not constitute a total or
partial withdrawal from the relevant multi-employer pension plans
resulting in material potential withdrawal liability.

The Debtors have sent out Worker Adjustment and Retraining
Notification notices to all parties-in-interest required to
receive the notification.

                 Debtors Want to Reject Contracts

As a result of the proposed consolidation, the Debtors find
certain executory contracts and unexpired leases unnecessary and
burdensome to their estates and business operations.  Hence, the
Debtors want to reject:

   * a vehicle lease and service agreement with Salem Leasing
     Corporation for the Debtors' use of 38 Salem tractors at the
     Charlotte, North Carolina bakery;

   * a supply agreement with School Board of Broward County,
     Florida, because the Debtors can no longer supply them on a
     go-forward basis; and

   * executory contracts, unexpired leases and property that will
     no longer provide tangible benefit to the Debtors' estates
     and will play no part in their future operations.

                  Contract Rejection Procedures

The Debtors propose these procedures for rejecting additional
executory contracts and unexpired leases associated with the
Profit Center consolidations:

   (i) A Contract will be deemed rejected on the earlier of the
       date set forth in a notice of rejection or 10 days after
       the Rejection Notice is filed with the Court and delivered
       to any applicable special notice party;

  (ii) Objections must be filed within 10 days upon the filing of
       the Rejection Notice;

(iii) If the Court denies the rejection, the Rejection Notice
       will be null and void.  If the Court authorizes the
       rejection, the Contract would be deemed rejected as of the
       Rejection Date; and

  (iv) Affected parties will have 30 days after the Rejection
       Date to file a claim for rejection damages.  Any claims
       not timely filed will be forever barred.

                 Property Abandonment Procedures

The Debtors propose these procedures for abandoning certain
property associated with the Profit Center consolidations:

   (i) A property will be deemed abandoned on the earlier of the
       date set forth in a notice of abandonment or 10 days after
       the Abandonment Notice is filed with the Court and
       delivered to any applicable special notice party;

  (ii) Objections must be filed within 10 days upon the filing of
       the Abandonment Notice; and

(iii) If the Court denies the abandonment, the Abandonment
       Notice would be null and void.  If the Court authorizes
       the abandonment of the property, the property would be
       deemed abandoned as of the Abandonment Date.

Mr. Ivester maintains that the proposed rejection and abandonment
processes fairly preserve the rights of affected parties to
appear before the Court and assert, as applicable, a rejection
claim.  Moreover, the processes allow for the Debtors to
efficiently minimize unnecessary administrative charges.

By this motion, the Debtors ask the Court for authority to:

   (1) consolidate operations in the Profit Centers, including
       the closure of the identified bakeries and the reduction
       of routes, depots and thrift stores;

   (2) reject the Salem Agreement;

   (3) reject the Broward Agreement;

   (4) implement procedures for rejecting Contracts associated
       with the Profit Center consolidations; and

   (5) implement procedures for abandoning any Property
       associated with the Profit Center consolidations.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INTERSTATE BAKERIES: Selling San Pedro Property for $14 Million
---------------------------------------------------------------
As part of their restructuring, Interstate Bakeries Corporation
and its debtor-affiliates have initiated a systematic review of
opportunities to cut costs and dispose of surplus assets.  The
Debtors have identified two parcels of their property at 1605-1701
North Gaffey Street, in San Pedro, California, that are no longer
beneficial to them.  The Property includes approximately 9.8 acres
of land with an approximately 171,028-square foot building.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, informs the Court that the Debtors use less
than 2% of the total space in the Building for the operation of a
thrift store.  The San Pedro Eastview Little League is currently
using a portion of the unimproved Land pursuant to a Court-
approved agreement.

The Debtors intend to discontinue operations at the Thrift Store
and vacate the San Pedro Property by June 28, 2005.

By this motion, the Debtors seek permission from the Court to
sell the San Pedro Property to GMS Realty, LLC, a Delaware
limited liability company, subject to higher or better offers.

Colliers Seeley International, Inc., marketed the San Pedro
Property.  After exploring several alternatives and significant
marketing efforts by the Debtors and Colliers Seeley, the Debtors
decided to enter into an Asset Purchase Agreement with GMS, as
the stalking horse bidder.

GMS will acquire the Property for $14,050,000.  GMS has deposited
$2,000,000 in escrow.  The Deposit will be held by the escrow
agent until the Debtors satisfy all conditions to closing.

The sale of the San Pedro Property to GMS will include all of the
Debtors' right, title and interest in the Property.

The Debtors will deliver good and marketable fee simple title to
the Land and Improvements, free and clear of liens, other than
Permitted Exceptions.  The San Pedro Property is being sold "as-
is, where-is," with no representations or warranties, reasonable
wear and tear and casualty and condemnation excepted.

Colliers will receive 3% of the gross proceeds of the Sale,
payable at the closing.

To obtain the best recovery for the San Pedro Property, the
Debtors invite interested parties to submit competing offers by
June 17, 2005.  The Debtors will conduct an auction on June 23 if
a competing bid is received.  The Debtors impose a $14,400,000
minimum bid.

The Debtors also seek permission to pay GMS a $281,000
termination fee if they consummate the sale with another bidder.
The Debtors also seek to reimburse up to $50,000 of GMS'
expenses.  The Bid Protections are intended to compensate GMS for
making the first qualified bid and setting the floor price for
the Property.

The San Pedro Property Sale will be considered at the June 28,
2005 omnibus hearing scheduled in the Debtors' Chapter 11 cases.
Objections to the Sale must be filed by June 21.

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

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


IPC ACQUISITION: Soliciting Consents to Amend 11.5% Sr. Indenture
-----------------------------------------------------------------
IPC Acquisition Corp. commenced a cash tender offer and consent
solicitation relating to any and all of its outstanding
$150,000,000 in aggregate principal amount of 11.5% Senior
Subordinated Notes due Dec. 15, 2009, on the terms and subject to
the conditions set forth in IPC's Offer to Purchase and Consent
Solicitation Statement dated June 17, 2005.  The Offer and Consent
Solicitation is part of IPC's proposed recapitalization, which
includes entering into a new senior credit facility and
repurchasing some of its equity securities.  The Offer and Consent
Solicitation is conditioned upon, among other things, the funding
of the new senior credit facility.  IPC has entered into a
Commitment Letter from Goldman Sachs Credit Partners L.P. with
respect to the proposed new senior credit facility.

In conjunction with the Offer, IPC is soliciting consents for
proposed amendments to the indenture under which the Notes were
issued.  These amendments would eliminate substantially all of the
restrictive covenants contained in the indenture as well as
certain affirmative covenants and events of default.  Holders who
tender their Notes will be required to consent to the proposed
amendments and holders who consent will be required to tender
their notes.  The consent of the holders of a majority of the
aggregate principal amount of the outstanding Notes is required
for the proposed amendments to become effective, but the proposed
amendments will not become operative until the Notes are purchased
pursuant to the Offer.

Holders who validly tender Notes and deliver consents prior to
5:00 p.m., New York City time, on July 8, 2005, unless extended,
will be eligible to receive the Total Consideration (which
includes a consent payment of $30.00 per $1,000 principal amount
of Notes). Holders who validly tender Notes after the Consent Time
but prior to 10:00 a.m., New York City time, on Aug. 1, 2005,
unless extended, will be eligible to receive the Tender
Consideration, which is equal to the Total Consideration less the
consent payment.  Payment will be made promptly after the
Expiration Time.  In either case, holders will be eligible to
receive accrued and unpaid interest to, but not including, the
date of payment.  Tendered Notes may be withdrawn and related
consents may be revoked at any time at or prior to the Consent
Time, but not thereafter (except under certain limited
circumstances described in the Offer to Purchase).

The Total Consideration will be a purchase price determined by
reference to a fixed spread of 50 basis points, or 0.5%, over the
yield to maturity based on the bid side price of the 1.875% U.S.
Treasury Note due Dec. 31, 2005, as measured at 2:00 P.M., New
York City time, on the third business day preceding the Expiration
Time.

Assuming a settlement date of Aug. 4, 2005, and a Reference
Treasury Yield of 3.387%, the Total Consideration would be
$1,083.80 per $1,000, which includes the $30 consent payment.  

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and related documents.  Copies
of these documents can be obtained by contacting Global
Bondholders Services Corporation, the information agent for the
Offer and Consent Solicitation at (866) 924-2200. Goldman, Sachs &
Co. is the exclusive dealer manager and solicitation agent for the
Offer and Consent Solicitation. Additional information concerning
the terms and conditions of the tender offer and consent
solicitation may be obtained by contacting Goldman, Sachs & Co.,
toll-free at (800) 828-3182 or collect at (212) 357-7867.

IPC Acquisition -- http://www.ipc.com/-- is provides mission-
critical communications solutions to global enterprises to the
world's largest financial services firms, as well as to public
safety; government; power, energy and utility; and transportation
organizations.  IPC offers its customers a suite of products and
enhanced services that includes advanced Voice over IP technology,
and integrated network and management services to 40 countries.  
Based in New York, IPC has over 800 employees throughout the
Americas, Europe and the Asia Pacific regions.

                        *     *     *

IPC Acquisition's 11.5% senior subordinated notes due 2009 carry
Moody's Investors Service's and Standard & Poor's single-B
ratings.


IVOW INC: Annual Stockholders' Meeting Slated for July 19
---------------------------------------------------------
iVOW, Inc. (Nasdaq: IVOW) will hold its Annual Stockholders'
Meeting on July 19, 2005, at 10:00 a.m., Pacific Daylight Time, at
the Company's headquarters located at 2101 Faraday Avenue in
Carlsbad, California.

The annual meeting will be held in order to:

   1) elect two Class I directors for a term of three years or
      until their successors are duly elected and qualified.  The
      Board of Directors has nominated Scott R. Pancoast and C.
      Fred Toney for election;

   2) approve the issuance of the Company's securities
      representing more than 20% of the outstanding voting power
      of the Company, at a discount to the market price, in
      connection with a private placement financing;

   3) approve a proposal to amend the Company's 1997 Stock
      Option/Stock Issuance Plan to:

      a) increase the number of shares of the Company's common    
         stock available for issuance under the Plan from
         2,592,500 to 4,000,000 shares;

      b) extend the term of the Plan to December 31, 2015; and

      c) provide for an automatic annual increase in the number of
         shares of the Company's common stock available for
         issuance under the Plan equal to the least of:

            (i) 2% of the number of the Company's shares issued       
                and outstanding on the preceding Dec. 31;

           (ii) 1,500,000 shares; and

          (iii) a number of shares set by the Company's board of
                directors.

   4) approve a proposal to amend the Company's 1997 Employee
      Stock Purchase Plan to:

      a) increase the number of shares of the Company's common
         stock available for issuance under the plan from 150,000
         to 300,000 shares; and

      b) extend the term of the Plan to December 31, 2015.

   5) consider and vote upon a proposal to amend the Company's
      Second Restated Certificate of Incorporation to increase the
      number of authorized shares of the Company's common stock
      from 35,000,000 shares to 70,000,000 shares;

   6) approve a proposal to give the Board of Directors the
      authority, at its discretion, to effect a reverse split of
      the Company's common stock by filing a Certificate of
      Amendment to the Company's Second Restated Certificate of
      Incorporation;

   7) ratify the appointment of J. H. Cohn LLP as the Company's
      independent auditors for the fiscal year ending December 31,
      2005; and

   8) transact other business as may properly come before the
      meeting or any adjournment thereof.

Only stockholders of record at the close of business on May 23,
2005, are entitled to notice of and to vote at the Annual Meeting.

iVOW, Inc. -- http://www.ivow.com/-- f/k/a Vista Medical  
Technologies, Inc., is focused exclusively on the disease state
management of chronic and morbid obesity.  They provide program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients.  They also provide
specialized vitamins to patients who have undergone obesity
surgery.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
J. H. Cohn LLP says there's substantial doubt about iVOW, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.

As of Dec. 31, 2004, the Company had an accumulated deficit, and
management believes that the Company will require additional
financing to fund its operations beyond June 2005.  Management
isn't sure that such financing will be available.

At Dec. 31, 2004, the Company had cash and cash equivalents of
$1.97 million.  


IVOW INC: Investors Commit to Join in Private Equity Placement
--------------------------------------------------------------
iVOW, Inc. (Nasdaq: IVOW) received commitments from a group of
institutional and accredited investors to participate in a private
placement of the Company's common stock and warrants.  Dawson
James Securities is acting as the exclusive financial advisor to,
and as sole placement agent for, iVOW.

The commitments cover the sale of 7.3 million Units for aggregate
gross proceeds of approximately $2.2 million.  Each Unit consists
of one share of common stock and a warrant to purchase one share
of common stock.  The warrants have a five-year term.  The closing
of the proposed private placement is subject to stockholder
approval and certain other closing conditions.  The Company
intends to submit this matter to its stockholders for
consideration at an annual meeting of the stockholders currently
planned for July 2005.

If stockholder approval is obtained and the proposed private
placement is completed, the Company has agreed to file a
registration statement covering the shares of common stock and the
common stock underlying the warrants within 45 days of the closing
of the transaction.

iVOW, Inc. -- http://www.ivow.com/-- f/k/a Vista Medical  
Technologies, Inc., is focused exclusively on the disease state
management of chronic and morbid obesity.  They provide program
management, operational consulting and clinical training services
to physicians and hospitals involved in the medical and surgical
treatment of morbidly obese patients.  They also provide
specialized vitamins to patients who have undergone obesity
surgery.

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
J. H. Cohn LLP says there's substantial doubt about iVOW, Inc.'s
ability to continue as a going concern after auditing the
Company's financial statements for the fiscal year ended Dec. 31,
2004.

As of Dec. 31, 2004, the Company had an accumulated deficit, and
management believes that the Company will require additional
financing to fund its operations beyond June 2005.  Management
isn't sure that such financing will be available.

At Dec. 31, 2004, the Company had cash and cash equivalents of
$1.97 million.  


KEYSTONE CONSOLIDATED: Disclosure Statement Hearing Set for Friday
------------------------------------------------------------------
The Honorable Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin will convene a hearing at 11:00 a.m.
on Friday, June 24, 2005, to consider the adequacy of the
Disclosure Statement explaining the First Amended Joint Plan of
Reorganization filed by Keystone Consolidated Industries, Inc.,
and its debtor-affiliates.

The Debtors filed their Plan and Disclosure Statement on May 26,
2005.

The First Amended Joint Plan of Reorganization provides for, among
other things:

   -- assumption of a previously negotiated amendment to the
      collective bargaining agreement with the Independent Steel
      Workers Alliance, Keystone's largest labor union;

   -- debts owed to pre-petition secured creditors will be
      reinstated in full against Reorganized Keystone;

   -- all of Keystone's common and preferred stock outstanding at
      the petition date will be cancelled;

   -- pre-petition unsecured creditors will receive, in the
      aggregate, $5.2 million in cash, a $4.8 million note and
      49% of the common stock in Reorganized Keystone (the amount
      of cash and principal amount of the note may increase based
      on certain events);

   -- certain operating assets and existing operations of Sherman
      Wire Company, one of Keystone's pre-petition wholly-owned
      subsidiaries, will be sold at fair market value to Keystone,
      which will then form a newly created wholly-owned subsidiary
      of Reorganized Keystone with those assets and operations;

   -- Sherman Wire, and its pre-petition wholly owned non-
      operating subsidiaries, J.L. Prescott Company, and DeSoto
      Environmental Management, Inc. as well as Sherman Wire of
      Caldwell, Inc., a wholly owned subsidiary of Keystone, will
      be liquidated and the pre-petition unsecured creditors of
      these entities will receive their pro-rata share of the
      respective entity's net liquidation proceeds;

   -- prepetition unsecured creditors of Keystone's wholly owned
      prepetition subsidiary, FV Steel & Wire Company, will
      receive cash in an amount equal to their allowed claims;

   -- one of Keystone's Debtor-in-Possession lenders, EWP
      Financial, LLC (an affiliate of Contran Corporation,
      Keystone's prepetition majority shareholder) will convert
      $5 million of the credit facility, certain pre-petition
      unsecured claims and certain administrative claims into 51%
      of the common stock in Reorganized Keystone;

   -- the Board of Directors of reorganized Keystone will consist
      of seven individuals, of which two directors will be
      designated by Contran, two will be designated by the
      Official Committee of Unsecured Creditors, and the remaining
      three directors will qualify as independent directors (two
      of the independent directors will be appointed by Contran
      with the OCUC's consent and one will be appointed by the
      OCUC with Contran's consent); and

   -- assumption of new agreements with certain retiree groups
      that provide permanent relief by permanently reducing
      healthcare related payments to these retiree groups.

Under the terms of a Lock-Up Agreement between Keystone, Contran,
the OCUC, the ISWA and certain retirees of Keystone, all parties
have agreed to support the First Amended Joint Plan of
Reorganization.  In addition, Keystone is currently negotiating
with two potential lenders interested in providing the necessary
financing to exit from the bankruptcy process.  

Keystone believes the filing of the First Amended Joint Plan of
Reorganization and Disclosure Statement is another major step
forward in Keystone's efforts to complete a successful
restructuring and Keystone and its advisors will continue to work
diligently in an effort to achieve its goal of exiting the
bankruptcy process as soon as possible.  Keystone currently
anticipates a confirmation hearing during the first half of
August.

Headquartered in Dallas, Texas, Keystone Consolidated Industries,  
Inc., makes carbon steel rod, fabricated wire products, including
fencing, barbed wire, welded wire and woven wire mesh for the
agricultural, construction and do-it-yourself markets.  The  
Company and its debtor-affiliates filed for chapter 11 protection
on February 26, 2004, (Bankr. E.D. Wisc. Case No. 04-22422).  The
case is jointly administered under E.D. Wisc. Case No. 04-22421.
Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., and David
L. Eaton, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $196,953,000 in total
assets and $365,312,000 in total debts.


KMART CORP: Lynx Associates Holds $12 Million Allowed Claim
-----------------------------------------------------------
JP Morgan Trust Company, National Association, is the successor
trustee to Bank One Trust Company, N.A., the security assignee of
the lease of 13 Kmart Stores or Real Estate Holdings between Lynx
Associates LP, as lessor, and Kmart Corporation, as lessee.

Lynx Associates has a Chapter 11 case pending in the U.S.
Bankruptcy Court for the District of New Jersey.

Kmart has rejected the Leases.  As a result, JPMorgan filed lease
rejection claims, which were consolidated under Claim No. 33353 in
Kmart's Chapter 11 cases:

                                               Allocation of
     Location                   Store No.    Claim by Property
     --------                   ---------    -----------------
     Independence, Missouri        197           $865,953
     Topeka, Kansas                218          1,033,526
     Las Vegas, Nevada             220          1,107,524
     Lawrence, Kansas              222            938,846
     Merriam, Kansas               226            968,023
     Omaha, Nebraska               230            935,343
     Tucson, Arizona               231            653,244
     Richardson, Texas             232            733,671
     Dallas, Texas                 234            753,754
     Midvale, Utah                 236            934,384
     Hemet, California             239            958,359
     Ogden, Utah                   241            922,066
     North Bergen, New Jersey    8580C          1,247,736

Kmart objected to JPMorgan's Lease Rejection Claims.

In an agreed order signed by the Court, JPMorgan, Lynx Associates
and Kmart concur that:

   (a) Lynx Associates will have an Allowed Class 5 Lease
       Rejection Claim for $12,052,429, which will be satisfied
       in accordance with the terms of Kmart's confirmed Plan of
       Reorganization, and which will be allocated to each of the
       13 Stores and related Leases in the specified amounts;

   (b) the distributions to be made on account of the Allowed
       Class 5 Rejection Claim pursuant to the terms of Kmart's
       Plan will be made to JPMorgan;

   (c) upon final distribution and payments made in accordance
       with the terms of the Plan to JP Morgan, the Lease
       Rejection Claims filed by JPMorgan will be deemed
       satisfied in their entirety;

   (d) the effectiveness of the Order remains subject to approval
       of the claim settlement by the Federal Bankruptcy Court
       overseeing Lynx Associates' bankruptcy case; and

   (e) JPMorgan, Lynx Associates, and their successors, assigns,
       or designees, and all other persons are forever barred
       from asserting, collecting, or seeking to collect any
       amounts with respect to the Lease Rejection Claims.

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)


MCLEODUSA INC: Nasdaq May Delist Common & Pref. Stock on Thursday
-----------------------------------------------------------------
McLeodUSA Incorporated (Nasdaq:MCLD) received a notice from The
Nasdaq Stock Market, Inc., indicating that:

   -- the Company does not comply with Nasdaq Marketplace
      Rule 4310(c)(2)(B)(ii), which requires companies listed on
      The Nasdaq SmallCap Market to maintain a market value of
      listed securities of $35 million;

   -- the Company had not regained compliance in accordance with
      Marketplace Rule 4310(c)(8)(c); and

   -- the Company's common stock had not regained compliance with
      Nasdaq Marketplace Rule 4310(c)(4), which requires listed
      companies to maintain a minimum bid price of at least $1.00
      per share.  

As a consequence, subject to appeal, the Company was notified that
its Class A Common Stock and Series A Preferred Stock would be
delisted from The Nasdaq SmallCap Market at the opening of
business on June 23, 2005.

In light of the previously announced strategic and financial
restructuring alternatives it is pursuing, the Company has
determined not to request a hearing to appeal Nasdaq's
determination to delist the Company's securities.

                     Bankruptcy Warning

There can be no assurances that the Company will be able to
identify a strategic partner or buyer, reach agreement with any
such strategic partner or buyer, or reach an agreement with its
lenders regarding a capital restructuring.  As previously
announced, the Company is exploring these alternatives pursuant to
a forbearance agreement between the Company and its bank lenders.
The forbearance period runs through July 21, 2005.  In the event
these alternatives are not available to the Company, it is likely
that the Company will elect to forgo making future principal and
interest payments to its lenders while it continues to seek an
extended forbearance period or permanent capital restructuring
from its lenders, or alternatively, the Company could be forced to
seek protection from its creditors.

While the Company continues to explore a variety of options with
the view toward maximizing value for all of its stakeholders, none
of the options presented to date have suggested that there will be
any recovery for the Company's current preferred stock or common
stock holders.  Accordingly, it is unlikely that holders of the
Company's preferred stock or common stock will receive any
recovery in a capital restructuring or other strategic
transaction.

The Company's securities will not be immediately eligible to trade
on the OTC Bulletin Board or in the "Pink Sheets."  The securities
may become eligible if a market maker makes application to
register in and quote the security in accordance with SEC Rule
15c2-11, and such application is cleared.  Only a market maker,
not the Company, may file a Form 211.  The Company is not aware
that a market maker intends to make such an application.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated
provide integrated communications services, including local
services, in 25 Midwest, Southwest, Northwest and Rocky Mountain
states.  The Company filed for chapter 11 protection on Jan. 30,
2002 (Bankr. D. Del. Case No. 02-10288).  Eric M. Davis, Esq., and
Matthew P. Ward, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
represent the Debtor.  When the Debtor filed for chapter 11
protection, it listed total assets of $4,792,600,000 and total
debts of $4,566,200,000.  The Court confirmed the Debtor's chapter
11 plan on April 5, 2002, and the Plan took effect on April 16,
2002.  The Court formally closed the case on May 20, 2005.

At Mar. 31, 2005, McLeodUSA Incorporated's balance sheet showed a
$127,600,000 stockholders' deficit, compared to a $46,800,000
deficit at Dec. 31, 2004.


METALFORMING TECH: Wants to Sell Assets to Zohar for $25 Million
----------------------------------------------------------------
Metalforming Technologies, Inc., Crescive Die & Tool, Inc.,
Metalform Industries, Inc., and Northern Tube, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
sell substantially all of their operating assets to Zohar Tubular
Acquisition, LLC, for $25,000,000.  Zohar will also assume some
post-petition liabilities.  

The Debtors will sell all of the assets of:

    -- their structural and tubular business;

    -- their Saline and Milan plants; and

    -- Metalform's 49% equity interests in the Lexington Joint
       Venture and the Engineered Systems business.

Zohar Tubular will deposit $1,250,000 to be held in an escrow
account.  The sale is expected to close on September 30, 2005.

A Court-approved auction will be set on a later date.  Competing
bids, if any, must exceed Zohar's offer by $750,000.  In the event
that Zohar is not the successful bidder, the Debtors ask the Court
to approve a $500,000 break-up fee.

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: Wants to Pay Foreign Vendors' $1.3 Mil. Claims
-----------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to pay approximately $1,350,000 to foreign vendors holding
prepetition claims.

The Debtors say that in manufacturing automobile parts, they rely
on foreign vendors (mostly from Mexico) for materials, goods and
services that can't be timely obtained through alternative sources
on comparable terms.

The Debtors stress that failure to pay the foreign vendors'
prepetition claims might result in the vendors refusal to continue
providing materials and services necessary to protect and maximize
the going concern value of the estates.

In addition, the Debtors tell the Court that if they can't pay the
vendors' claims, they'll be sued in Mexico and the vendors will
attempt to seize the estates' assets located there.

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.   


METROMEDIA INT'L: Executes Waiver Pact on Senior Note Default
-------------------------------------------------------------
Metromedia International Group, Inc., the owner of interests in
various communications and media businesses in the countries of
Russia and Georgia, received a waiver of certain events of default
under the Indenture for its 10-1/2% Senior Notes Due 2007.  The
waiver was executed with holders of approximately $125.5 million,
or 82.5%, of the outstanding Senior Notes.  Concurrently, the
Company entered into a supplemental indenture, the net effect of
which are:

   -- The Company shall have until July 15, 2005, to file with the
      United States Securities and Exchange Commission and to
      furnish the indenture trustee and the holders of the Senior
      Notes with, its Annual Report on Form 10-K for the fiscal
      year ended December 31, 2004, and deliver to the indenture
      trustee an officers' certificate and written statement of
      the Company's independent public accountants required to
      accompany the Current Annual Report; and

   -- In consideration of the foregoing, the Company has paid the
      holders of record of the Senior Notes, as of June 3, 2005,
      an aggregate amount equal to $380,063.42; to be allocated
      among such holders in an amount equal to $2.50 per $1,000
      aggregate principal amount of the Senior Notes at stated
      maturity held by such holder.

This waiver and the supplemental indenture:

   -- eliminate for the present any default or event of default on
      the Senior Notes in respect of the Company's failure to file
      the Current Annual Report with the SEC;

   -- deliver the Current Annual Report to the indenture trustee
      and the holders of the Senior Notes; and

   -- deliver an officers' certificate and the CPA Statement to
      the indenture trustee by June 3, 2005.  

If the Company does not complete the required filings in
connection with the Current Annual Report by July 15, 2005, an
event of default on the Senior Notes shall exist, thereby
permitting the indenture trustee or holders of at least 25% of the
aggregate principal amount of the Senior Notes outstanding to
declare all Senior Notes to be due and payable immediately.  If
this were to happen, the Company would not have sufficient
corporate cash available to meet this obligation.

Through its wholly owned subsidiaries, the Metromedia
International Group, Inc. -- currently traded as: (PINK SHEETS:
MTRM)-Common Stock and (PINK SHEETS: MTRMP)-Preferred Stock --
owns interests in communications businesses in the countries of
Russia and Georgia.  Since the first quarter of 2003, the Company
has focused its principal attentions on the continued development
of its core telephony businesses, and has substantially completed
a program of gradual divestiture of its non-core cable television
and radio broadcast businesses.  The Company's core telephony
businesses include PeterStar, the leading competitive local
exchange carrier in St. Petersburg, Russia, and Magticom, Ltd.,
the leading mobile telephony operator in Tbilisi, Georgia.   

At Dec. 31, 2004, Metromedia International's balance sheet showed  
a $6,477,000 stockholders' deficit, compared to a $13,155,000  
deficit at Dec. 31, 2003.


METROMEDIA INT'L: Amends PeterStar Share Purchase Agreement
-----------------------------------------------------------
Metromedia International Group, Inc., the owner of interests in
various communications and media businesses in the countries of
Russia and Georgia, amended a share purchase agreement with
National Holding S.A., Emergent Telecom Ventures S.A., and Pisces
Investment Limited, regarding the sale of ZAO PeterStar's assets
for $215 million in cash.

The amendment primarily extends the outside date of the period for
closing a sale of the Company's interests in PeterStar from
Sept. 30, 2005, to a date not earlier than Dec. 31, 2005.  The
Company remains committed to completing the sale of its PeterStar
interest at the earliest possible date, subject to obtaining the
affirming vote of holders of a majority of the Company's
outstanding common shares.  The parties undertook the amendment
extending the period in which this transaction may be closed in
consideration of certain delays the Company has experienced in
completing SEC required filings that are prerequisites to
convening the required meeting of the Company's shareholders.

As reported in the Troubled Company Reporter on Feb. 22, 2005, the
Company said it will utilize a portion of the proceeds of the sale
to retire all of the Company's outstanding $152 million 10.5%
senior discount notes due 2007.  The Company also presently
expects that it will be able to utilize its 2004 tax attributes
(capital loss carry-forwards and net operating loss carry-
forwards) and anticipated 2005 losses to offset any federal or
state tax gain that would be recognized on the sale of PeterStar.

Upon completion of this sale, the Company's principal business
operations will include Magticom Ltd., the leading Georgian mobile
telephony operator, and Telecom Georgia, a well-positioned
Georgian long distance telephony operator.  The Company intends to
continue active development of these and other Georgian business
interests.

Through its wholly owned subsidiaries, the Metromedia
International Group, Inc. -- currently traded as: (PINK SHEETS:
MTRM)-Common Stock and (PINK SHEETS: MTRMP)-Preferred Stock --
owns interests in communications businesses in the countries of
Russia and Georgia.  Since the first quarter of 2003, the Company
has focused its principal attentions on the continued development
of its core telephony businesses, and has substantially completed
a program of gradual divestiture of its non-core cable television
and radio broadcast businesses.  The Company's core telephony
businesses include PeterStar, the leading competitive local
exchange carrier in St. Petersburg, Russia, and Magticom, Ltd.,
the leading mobile telephony operator in Tbilisi, Georgia.   

At Dec. 31, 2004, Metromedia International's balance sheet showed  
a $6,477,000 stockholders' deficit, compared to a $13,155,000  
deficit at Dec. 31, 2003.


MID-SOUTH LUMBER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mid-South Lumber of Lewisburg, LLC
        1490 Nashville Highway
        Lewisburg, Tennessee 37091

Bankruptcy Case No.: 05-07260

Type of Business: The Debtor sells building materials.

Chapter 11 Petition Date: June 17, 2005

Court: Middle District of Tennessee (Columbia)

Judge: Marian F. Harrison

Debtor's Counsel: Paul E. Jennings, Esq.
                  Paul E. Jennings Law Offices, P.C.
                  805 South Church Street, Suite 3
                  Murfreesboro, Tennessee 37130
                  Fax: (615) 895-7294

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Russell Forest Products, Inc.                    $46,174
P.O. Box 367
Hartselle, AL 35640

TN Department of Revenue                         $40,000
c/o Attorney General's Office
Bankruptcy Division
P.O. Box 20207
Nashville, TN 37202-0207

United Lumber & Remanufacturing                  $33,242
980 Ford Road
Muccle Shoals, AL 35661

American Express Gold                            $28,912

Weyerhaeuser                                     $28,105

Internal Revenue Service                         $23,999

Dairyman's Supply Company                        $23,683

Ezell, William B.                                $20,000

Industrial Products LLC                          $19,632

Whatley & Sons Truss Company                     $14,499

Moore-Handley                                    $12,055

American Door & Millwork                          $9,761

Viwintech Windows & Door                          $9,140

American Express Blue                             $9,137

Sun Windows                                       $9,067

Southern Fastening                                $5,125

Reserve Warehouse Corporation                     $4,403

Cumberland Materials, Inc.                        $3,733

Kenco Distributors, Inc.                          $3,285

Central Woodwork, Inc.                            $3,123


MIRANT CORP: Gets Court Approval on Entergy Settlement Agreement
----------------------------------------------------------------
On June 4, 2001, Wrightsville Power Facility, LLC, and Entergy
Arkansas, Inc., entered into an Interconnection and Operating
Agreement.  The Interconnection Agreement relates to
Wrightsville's power generating facility in Pulaski County,
Arkansas, and EAI's power transmission system to which the power
plant is interconnected.

The Interconnection Agreement however gave rise to several matters
that became the subject of proceedings at the FederaL Energy
Regulatory Commission, and the parties' dispute:

1. Tax Gross-Up Claim

    As part of the interconnection of the power plant to the
    transmission system, the Interconnection provides for the
    construction of certain interconnection facilities and system
    upgrades owned by EAI.

    Wrightsville alleged that it made reimbursement payments to
    EAI for the costs of the construction of some interconnection
    facilities and system upgrades.  Entergy, on the other hand,
    contends that Wrightsville is obligated to pay to EAI a "tax
    gross-up claim" pursuant to the Interconnection Agreement.

2. Transmission Credits

    EAI is obligated to provide certain transmission credits to
    Wrightsville up to an amount equal to a portion of certain
    reimbursement payments made to EAI.  Wrightsville and EAI
    dispute whether certain interconnection facilities and system
    upgrades for which reimbursement payments were made are
    entitled to Transmission Credits.

    The outstanding amount of the Transmission Credits equals
    $30,912,406 as of December 31, 2004, plus any accrued interest
    allowed by the FERC.

3. FERC Proceedings

                        Appeal Proceeding

    In a proceeding styled Entergy Gulf States, Inc., 98 FERC
    61,014, reh'g denied, 99 FERC 61,095 (2002), the FERC issued
    an order, in part, classifying the kinds of interconnection
    facilities for which a transmission provider must provide a
    generator with transmission credits.

    ESI appealed the FERC order and the "at or beyond" policy
    announced therein to the United States Circuit Court of
    Appeals for the District of Columbia Circuit in a proceeding
    styled Entergy Servs., Inc., et al. v. Fed. Energy Regulatory
    Comm'n, Nos. 02-1199, et al. (D.C. Cir., June 24, 2002, et
    al.).

                    Reclassification Proceeding

    Wrightsville and EAI are parties to a proceeding before the
    FERC styled as Pacific Gas and Electric Co., et al., 102 FERC
    61,070, further order, Wrightsville Power Facility, L.L.C. v.
    Entergy Arkansas, Inc., et al., 102 FERC 61,212 (2003).

    Wrightsville contends that of the $13,378,000 of costs
    initially classified as Interconnection Facilities and
    metering costs in the Interconnection Agreement, the FERC
    reclassified $13,043,000 of the Interconnection Facilities as
    required System Upgrades.

    EAI disputes Wrightsville's contentions and disagrees with the
    FERC Reclassification Order.  EAI has asked for a rehearing of
    the FERC Reclassification Order in the FERC Reclassification
    Proceeding.  The matter is pending before the FERC.

4. Refund Issue

    Wrightsville seeks $9.9 million in reimbursement, which it
    paid to EAI for optional system upgrades.  The FERC rules that
    the amount constitutes normal, ordinary course, business
    costs, and should not have been charged by and paid to EAI
    under any circumstances.  Wrightsville thus seeks $9.9 million
    in refund.

    EAI however contends that Wrightsville voluntarily undertook
    the costs, and the FERC has not ruled that EAI owes
    Wrightsville $9.9 million.

    The Refund Issue is currently subject to pending motions for
    clarification or rehearing before the FERC.

5. The Reclassification Tax Gross-Up Claim

    Entergy Corporation filed a consolidated federal income tax
    return with Entergy Arkansas and other Entergy affiliates for
    the tax year 2003.  As a result of the 2003 FERC
    Reclassification Order, the 2003 consolidated federal income
    tax return included $13 million as taxable income representing
    reimbursement payments paid to EAI under the Interconnection
    Agreement.

    EAI asserts that the taxable income gives rise to a tax gross-
    up claim for $4,533,509 under the Interconnection Agreement.

6. GIA and Excess Energy Amounts

    Wrightsville and EAI are bound by a Generator Imbalance
    Agreement.  EAI asserts $4,032,176 on account of its claim
    against Wrightsville for alleged violations of the GIA.

    Wrightsville however disputes the allowance and enforceability
    of the GIA Claim.

    Wrightsville also asserts that EAI owes it $1,088,890 for
    excess energy under the GIA.  EAI however asserts a right of
    offset, reduction and recoupment with respect to the Excess
    Energy Amount.

7. Interconnection Agreement Aggregate Funds

    The Aggregate Funds is the sum of the excess energy amount and
    the construction funds under the Interconnection Agreement --
    which is $1,625,252.

8. Retail Agreement

    EAI provides retail electric service to Wrightsville under an
    Agreement for Electric Service dated December 11, 2001.  As of
    October 3, 2003, EAI asserts $405,000 against Wrightsville for
    retail electric service.  At the Bankruptcy Court's order, EAI
    applied a $90,000 deposit to reduce the Retail Claim.

9. Tax Refund

    Entergy Corporation and its subsidiaries have filed an amended
    federal income tax return for its tax year 2000 and thus may
    receive a tax refund from the Internal Revenue Service as
    related to certain reimbursement payments made to EAI under
    the Interconnection Agreement during the year 2000.  The tax
    gross-up payments made to EAI in 2000, which are potentially
    eligible for tax-free treatment in tax year 2000 under IRS
    Notice 2001-82, total $508,109.

                         Prepetition Claims

EAI filed eight claims against Mirant -- $4,533,509 as
Reclassification Tax Gross Up Claim, GIA Claim for $4,032,176,
Retail Claim for $315,000, Radio Station Claim, Miscellaneous
Invoices Claim, August Deficient Energy Claim, Annual Fee Claim
for $10,000, and reimbursement claim for payments of
consultations with respect to the Radio Station Interference.

On February 13, 2004, EAI and ESI, as agent, asked the Bankruptcy
Court for relief from the automatic stay.  Wrightsville filed an
answer to the Stay Motion and objected to EAI's Claims.

The parties were able to reach an agreement settling their
disputes.  The material terms of the Settlement Agreement are:

A. Payments

    Of the $1,625,252 in Aggregate Funds:

    (a) $1,000,000 will be paid to Wrightsville;

    (b) $364,391 will be retained by EAI as a permanent offset and
        payment to satisfy a portion, but not all, of the EAI
        Claims, referred to as the EAI Effective Date Payment; and

    (c) $260,861 will be retained and held by EAI to satisfy a
        portion of the Reclassification Tax Gross Up Claim or
        Rejection Tax Gross Up Claim, referred to as
        Interconnection and Operating Agreement Cash Payment.

    The Effective Date Payment will satisfy the remaining balance
    of the Retail Claim, the Radio Station Claim, the August
    Deficient Energy Claim, the Annual Fee Claim, and the
    Miscellaneous Invoices.  The GIA Claim is also fully and
    completely satisfied.

B. Initial Reduction of Transmission Credits

    Transmission Credits bearing interest will be reduced by
    $7,272,648, subject only to a right of Wrightsville to the
    reinstatement of $4,272,648 as the "Potentially Refundable
    Transmission Credits."

C. Permanent Reduction of Transmission Credits

    Of the $7,272,648 in Initially Reduced Transmission Credits,
    $3,000,000, to which Wrightsville would otherwise be entitled
    under the Interconnection Agreement, any FERC ruling or order,
    the FERC Reclassification Order, or applicable law -- will be
    permanently and automatically extinguished and eliminated.

    The remaining $4,272,648 in Initially Reduced Transmission
    Credits will become "Potentially Refundable Transmission
    Credits."

D. Tax Refund

    On receipt by Entergy Corporation and its subsidiaries of the
    Tax Refund from the IRS:

    (a) EAI will retain $508,109, on account of any
        Reclassification Tax Gross-Up Claim or Rejection Tax Gross
        Up Claim; and

    (b) there will be a concomitant dollar-for-dollar
        reinstatement of Potentially Refundable Transmission
        Credits previously reduced.

E. Allowed Reclassification Tax Gross Up Claim

    EAI will have an allowed Reclassification Tax Gross Up Claim
    against Wrightsville for $4,533,509.

F. Time Limitation on Refund

    Notwithstanding the occurrence of a Non-Taxable Event, the
    Potentially Refundable Transmission Credits, the $508,109 of
    the Tax Refund and the IOA Cash Payment will not be
    reinstated, revived, refunded or paid to Wrightsville until 45
    days after the later of (x) the Assumption Deadline or (y) the
    date Wrightsville assumes or rejects the Interconnection
    Agreement.

    In the event EAI files a Rejection Tax Gross Up Claim, there
    will be no reinstatement, revival, refund or payment to
    Wrightsville until all legal matters related to allowance of
    the Rejection Tax Gross Up Claim are resolved.

    The Rejection Tax Gross Up Claim, if allowed, will be
    satisfied by EAI's retention of the Cash Payment, the $508,109
    of the Tax Refund and a permanent and automatic reduction of a
    face amount of Potentially Refundable Transmission Credits.

G. Reservation in the Ongoing Litigation

    EAI, Entergy Corporation, ESI and Wrightsville may each
    prosecute their existing claims, rights, appeals, requests for
    rehearing, issues, and defenses in the Appeal Proceeding and
    the FERC Reclassification Proceeding and with respect to the
    Refund Issue and the $9.9 Million Claim to its final
    resolution.

Judge Lynn grants the Debtors' request in its entirety and
approves the settlement agreement.

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


MIRANT CORP: Gets Court Approval on Deerpark Settlement Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement entered into between Mirant
Corporation and its debtor-affiliates, and certain Deerpark Tax
Authorities.

In July 1999, the Debtors purchased a power plant in Deerpark,
along with certain other power plants in New York state.  Since
the power plant is located in Deerpark, it is subject to certain
yearly ad valorem taxes.

A dispute arose among the Debtors and certain Deerpark Tax
Authorities.  The dispute became the subject of a tax certiorari
proceeding in New York state court.

In the state proceeding, the Debtors assert, among others, that
the Deerpark Tax Authorities owed them $311,984 in refunds for
the years 2000-2002 based on alleged erroneous equalized assessed
values for real property tax purposes ranging from $4,582,964 in
2000 to $5,610,857 in 2003.

To resolve the real property tax disputes, the parties ink a
settlement agreement.  The parties to the Settlement Agreement
are:

    a. Mirant New York, Inc., on behalf of itself and Mirant
       NY-Gen, LLC; and

    b. the Deerpark Tax Authorities -- the Town of Deerpark, the
       Port Jervis Central School District, the Assessor for
       Deerpark, the Board of Assessment Review of Deerpark, and
       the County of Orange.

Through the Settlement Agreement, the Debtors' refund claims will
be resolved.  The Deerpark Tax Authorities agreed to provide the
Debtors $88,377 in gross refunds for 2000-2002, which will be
offset by $43,724 in adjusted unpaid 2003 taxes, resulting in a
$44,652 net refund.

The most important aspect of the settlement concerns the present
and future real property taxes on the Deerpark Power Plant.
Under the Settlement Agreement, the Deerpark Power Plant's
current equalized assessed value of $5,610,857 will be reduced by
75% to $1,402,714 for 2003-2006.  The reduction will provide the
Debtors with sufficient certainty that:

    -- the Deerpark Power Plant will be taxed fairly and equitably
       into the future; and

    -- the Debtors can make informed decisions about its future
       operating expenses in connection with any plan of
       reorganization.

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)


MYLAN LABORATORIES: S&P Rates $500 Mil. Sr. Unsec. Notes at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' bank loan
rating to generic drug maker Mylan Laboratories Inc.'s $475
million senior secured credit facility.  A recovery rating of '3'
was also assigned to the loan, indicating the expectation for
meaningful (50%-80%) recovery of principal in the event of a
payment default.

At the same time, Standard & Poor's assigned its 'BB+' rating to
Mylan's $500 million senior unsecured notes due 2015.  The company
is using the proceeds from the debt offering, along with on-hand
cash, to fund a $1.25 billion share repurchase program.

Existing ratings on Mylan, including the 'BBB-' corporate credit
rating, were affirmed.  The outlook is stable.

"The ratings are based on Mylan's solid position in the growing
generic drug industry, the promising prospects associated with
nebivolol, and a moderate financial risk profile," said Standard &
Poor's credit analyst Arthur Wong.  "These factors are partially
mitigated by the increasing challenges facing the already highly
competitive generic drug industry."

Canonsburg, Pennsylvania-based Mylan is one of the largest generic
drug makers in the U.S.  In the growing U.S. generic drug market,
the company is the No. 2 player, accounting for 11% of all generic
prescriptions filled.  Mylan has a diverse product offering, with
no single product accounting for more than 10% of sales.  The
company also has a rich generic drug pipeline, with 44 abbreviated
new drug applications.  Twelve are potential first-to-file, 180-
day exclusivity opportunities.  Standard & Poor's believes that
the generic drug industry, which already accounts for nearly 50%
of all U.S. prescriptions, will continue to grow over the
intermediate term, given the increasing focus on health care cost
control and the still large number of branded products losing
patent protection over the next several years.


NEWS CORPORATION: Board Approves Stock Repurchase Program
---------------------------------------------------------
News Corporation's (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) Board of
Directors approved a stock repurchase program, effective
immediately.  Under the program, News Corporation is authorized to
acquire from time to time up to $3 billion in the Company's Class
A common stock and Class B common stock.

The repurchases will be made through open market transactions.  
The timing of the transactions and class of shares purchased will
depend on a variety of factors, including market conditions, but
the program is expected to be completed within two years.  The
Company expects that the number of shares of Class A common stock
and Class B common stock subject to the repurchase will be
approximately equal.  The program may be suspended or discontinued
at any time.

News Corporation had total assets as of March 31, 2005 of
approximately US$56 billion and total annual revenues of
approximately US$23 billion.  News Corporation is a diversified
international media and entertainment company with operations in
eight industry segments: filmed entertainment; television; cable
network programming; direct broadcast satellite television;
magazines and inserts; newspapers; book publishing; and other. The
activities of News Corporation are conducted principally in the
United States, Continental Europe, the United Kingdom, Australia,
Asia and the Pacific Basin.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2005,
Moody's Investors Service confirmed News Corporation's debt
ratings of Baa3 senior unsecured. The rating outlook was changed
to positive. This rating action concludes the review initiated on
April 26, 2004.

The ratings that were confirmed include:

   -- News America Incorporated:

      * Baa3 senior unsecured

   -- News Corporation Finance Trust II:

      * Baa3 senior unsecured

   -- News Corp Overseas Limited:

      * Ba1 trust preferred shares

   -- News Corporation Exchange Trust:

      * Ba1 trust preferred shares


NORTHWEST AIRLINES: Just How High Are the Carrier's Labor Costs?
----------------------------------------------------------------
Press reports relate that Northwest Airlines Corp. has the highest
labor costs in the airline industry.  The June 19, 2005, edition
of The Detroit News published a chart showing just how high
Northwest's labor costs are compared to its peers.  

In the first quarter of 2005, the Top 12 U.S. Carriers' labor
costs to fly one passenger one mile were:

   Northwest     $0.046 ***********************
   Continental   $0.043 **********************
   American      $0.043 **********************
   Delta         $0.040 ********************
   United        $0.039 *******************
   US Airways    $0.031 ***************
   Southwest     $0.026 *************
   America West  $0.026 *************
   ATA           $0.024 ************
   Frontier      $0.024 ************
   Jet Blue      $0.022 ***********
   Air Tran      $0.018 *********

Joel J. Smith at The Detroit News reports that Northwest has cut
many costs to date.  The carrier's free passenger magazine is
history, saving $565,000 a year in subscription fees.  Passengers
don't receive free bags of pretzels any longer when the drink cart
comes by.  That move is projected to save $2 million per year.  
Following other carriers, Northwest tossed pillows from its planes
earlier this year.  Mr. Smith relates that one of Northwest's
planes sat on a Minneapolis tarmac for 45 minutes recently as
passengers sweltered in the heat.  "The pilot wouldn't turn on the
air conditioning.  The crew claimed it was to save fuel costs for
the airline," a passenger on that plane said.  Closing telephone
reservation centers and maintenance facilities, grounding gas-
guzzling aircraft, adding fees to ticket prices, and other changes
has pulled $1.7 billion out of Northwest's cost structure, Mr.
Smith relates.  

Northwest is currently pressuring its 39,000 workers for more than
$1 billion in wage and benefit concessions.  Northwest is also
asking Congress to give it 25 years to fund a $3.8 billion deficit
in its pension plan.  

Northwest is the world's fifth largest airline with hubs in
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 $5 this
week.  The stock was at $11 per share in December.


NRG ENERGY: Stockholders Okay Changes to Articles of Incorporation
------------------------------------------------------------------
Timothy W. J. O'Brien, vice president, secretary and general
counsel of NRG Energy, Inc., informs the U.S. Securities and
Exchange Commission that on May 24, 2005, NRG's stockholders
approved two amendments to the Company's Amended and Restated
Certificate of Incorporation.

The first amendment gives the Board of Directors authority to
enlarge the size of the Board to up to 15 directors and to fill
newly created directorships.

The Amended and Restated Certificate of Incorporation now
provides:

     Subject to any rights of the holders of any series of
     Preferred Stock to elect additional Directors under specified
     circumstances, the number of Directors which will constitute
     the Board of Directors will initially be established at
     eleven and, thereafter, may be enlarged to up to fifteen by
     the affirmative vote of a majority of the total number of
     directors then in office or may otherwise be enlarged with
     the approval of the holders of at least a majority of the
     shares of Common Stock then outstanding, and may be reduced
     by resolution adopted by the affirmative vote of a majority
     of the total number of Directors then in office.  Newly
     created directorships resulting from an increase in the size
     of the Board of Directors may be filled by the affirmative
     vote of a majority of the total number of Directors then in
     office or by vote of the stockholders.

The second amendment deletes Article Sixteen, which was a
holdover provision from the bankruptcy and no longer applies to
the Company.

A full-text copy of NRG's Amended and Restated Certificate of
Incorporation is available for free at:

              http://ResearchArchives.com/t/s?2e

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

                         *     *     *

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


NUCENTRIX BROADBAND: Bankruptcy Court Closes Chapter 11 Cases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
closed Nucentrix Broadband Networks, Inc., and its debtor-
affiliates' chapter 11 cases, on June 16, 2005, at the Debtors'
behest.

Josiah M. Daniel, III, Esq., at Vinson & Elkins L.L.P., in Dallas,
Texas, told the Court that the Debtors' First Amended Joint Plan
of Liquidation has been substantially consummated.  

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

The Debtors funded an additional $0.435 per share distribution to
holders of Nucentrix common stock of record as of June 10, 2004.  
The distribution was made through the Company's disbursing agent,
Computershare Trust Company, Inc.  The distribution of $0.435 per
share, together with the distribution of $2.25 per share made in
November 2004, total $2.685 per share distributed to Record
Holders.

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


NVF COMPANY: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: NVF Company
             1166 Yorklyn Road
             Yorklyn, Delaware 19736

Bankruptcy Case No.: 05-11727

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Parsons Paper Company, Inc.                05-11728

Type of Business: NVF Company manufactures thermoset composites
                  (glass, Kevlar), vulcanized fiber, custom
                  containers, circuitry materials, custom
                  fabrication, and welding products.  Parsons
                  Paper Company, Inc., a wholly owned subsidiary       
                  of NVF, is a paper and board manufacturer.
                  See http://www.nvf.com/

Chapter 11 Petition Date: June 20, 2005

Court: District of Delaware

Debtors' Counsel: Rebecca L. Booth, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  P.O. Box 551
                  Wilmington, Delaware 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

Debtors'
Reorganization
Consultants:      Morris Anderson & Associates Ltd.

                  Estimated Assets   Estimated Debts
                  ----------------   ---------------
NVF Company       $10 Million to     More than $100 Million
                  $50 Million

Parsons Paper     $0 to $50,000      $1 Million to
Company, Inc.                        $10 Million

A.  NVF Company's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Nationwide Trust Company         Pension Liability    $5,387,628
P.O. Box 784615
Columbus, OH 43271-4685
Attn: Mary Bigart
Tel: (800) 255-7566 ext. 42430
Fax: (614) 854-2886

UGI Energy Services Inc.         Stipulated             $911,208
1100 Berkshire Boulevard         Judgment
Wyomissing, PA 19610
c/o Kevin T. Fogerty, Esq.
Mill Run Office Center
1275 Glenlivet Drive, Suite 150
Allentown, PA 18106
Tel: (610) 366-0950
Fax: (610) 366-0955

The Saint Paul Company           Insurance              $391,116
215 Shurman Boulevard
Naperville, IL 60563
Attn: Mike Blumetti
Tel: (860) 277-4152
Fax: (860) 277-2158

Liberty Mutual Insurance         Insurance              $221,689
Company
75 Remittance Drive
Chicago, IL 60675-1837
Attn: Kristine Miller
Tel: (800) 653-7893
Fax: (715) 843-2649

Kennett Consolidated School      Taxes                  $164,251
District
P.O. Box 532
West Chester, PA 19381-0532

Unlimited Restoration            Trade Debt             $151,250
Specialties
379 Cherry Street
Pottstown, PA 19464

MetLife                          Insurance               $95,021

Cotsworld Industries, Inc.       Trade Debt              $84,902

Bedford Weaving Mills Inc.       Trade Debt              $76,686

Local School District Taxes      Taxes                   $71,741
State of Delaware

Penn Electric Motor Company      Trade Debt              $62,062

Cherry Pulp & Paper Company      Trade Debt              $58,857

FB Cross & Sons Inc.             Trade Debt              $57,690

Gettier Security                 Trade Debt              $54,512

Office of the United States      Government              $50,000
Trustee

Essex Brownell Products          Trade Debt              $43,254

City of Wilmington               Property Tax            $41,766

Conectiv Power Delivery          Utility                 $36,518

Waste Management of Delaware     Utility                 $35,924

Roadway Express Inc.             Trade Debt              $32,625


B.  Parsons Paper Company, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Department of Public Works       Utility Services     $1,148,868
City of Hoyoke
63 North Canal Street
Holyoke, MA 01040
Attn: Legal Department
Tel: (413) 322-5530
Fax: (413) 322-5531

LB Corporation                   Trade Debt             $250,397
95 Maple Street
Lee, MA 01238
Attn: Legal Department
Tel: (413) 243-1072
Fax: (413) 243-3655

Gas & Electric Department        Utility Services       $218,286
City of Holyoke
70 Suffolk Street
Holyoke, MA 01040
c/o Ferriter & Ferriter
150 Lover Westfield Road
Suite 100
Holyoke, MA 01040
Attn: John J. Ferriter, Esq.
Tel: (413) 535-4200
Fax: (413) 535-4201

Buckeye Lumberton, Inc.          Trade Debt              $40,698

BlueCross BlueShield of MA       Employee Medical        $36,065
                                 Insurance

Eka Chemicals, Inc.              Trade Debt              $19,083

Bolton Emerson Americas Inc.     Trade Debt              $12,344

E.I. DuPont de Nemours Company   Trade Debt              $11,745

Orr Felt & Blanket Company       Trade Debt              $10,079

Noramax LLC                      Trade Debt               $9,833

Alcon Waste                      Trade Debt               $9,833

General Contractors Inc.         Trade Debt               $7,652

D&L Lumber                       Trade Debt               $5,710

XPEDX (Fargo)                    Trade Debt               $5,358

National Refiner Plate Company   Trade Debt               $3,012

Dubois Chemical Company          Trade Debt               $2,444

Image Permanence Institute       Trade Debt               $2,280

Falcetti Clark Electric Co.      Trade Debt               $1,577

A.R. Green & Son Inc.            Trade Debt               $1,476

Tri-State Well Drillers          Trade Debt               $1,412


OFFSHORE LOGISTICS: Reporting Delay Cues Moody's to Review Ratings
------------------------------------------------------------------
Moody's placed the ratings for Offshore Logistics, Inc., under
review for possible downgrade following the company's inability to
file its March 31, 2005, Form 10-K by the June 15, 2005,
requirement and as a result it's in violation of the financial
reporting covenant under the senior notes indenture.  Though the
underlying business appears to be largely unaffected by this
event, the filing delay is the result of the company's previously
disclosed Board of Directors' and SEC investigation into payments
made in a foreign country.  The Audit Committee of the Board of
Directors has retained outside counsel to fully investigate this
matter as well as to expand the investigation to other foreign
offices of OLG.

The initial impact to the company has been the termination of the
former president of its Air Logistics affiliate and the
resignation of the CFO, both of whom have been replaced.  While
the company has previously disclosed it findings thus far had not
had a material impact on reported financial statements, the
investigation is still ongoing, and therefore prevents the company
from filing its 10-K.

While the company has not yet received a notice of default from
the trustee regarding the failure to file its 10-K, there is no
indication that it has yet received a waiver.  If OLG does receive
the notice of default, it officially begins a 60 day cure period
during which time the company must either file its 10-K or obtain
a waiver to extend the filing date.  Management has not indicated
when it expects the investigation will be completed, which raises
the likelihood of the trustee serving the notice of default given
the uncertainty surrounding the timing of receiving the 10-K.  If
this investigation is not completed and the company cannot file
within the cure period, the noteholders will have the option to
accelerate the notes at the end of the 60 day cure period if no
waiver is given which at this time would put significant liquidity
pressure on the company.

OLG also announced on June 15, 2005 that it received a subpoena
from the Dept. of Justice regarding a grand jury investigation
into potential anti-trust violations among the helicopter service
providers in the Gulf of Mexico.  However, Moody's notes that
certain of OLG's competitors also received the same subpoena but
that no other information is available at this time.

Moody's review will entail an assessment of the findings of the
Audit Committee's investigation and the potential impact on the
company as well as a review of the 10-K when it is filed along
with the status of the recently announced Dept of Justice grand
jury investigation.  The ratings may be confirmed if the company
is able to file its 10-K within the cure period and if there
appears to be little impact from the grand jury subpoena.

Moody's has placed these OLG ratings under review for possible
downgrade:

   1) Ba2 -- Corporate Family Rating (previously called the Senior
      Implied Rating)

   2) Ba2 -- $230 million senior unsecured notes due 2013

   3) Ba3 -- Issuer rating

The ratings remain restrained by:

   * the company's dependence on the volatile exploration and
     production of oil and gas;

   * the very mature and cyclical nature of the GOM and North Sea,
     which generate about half of the company's of the company's
     earnings and cash flows; and

   * the significant capital being spent on the company's fleet
     renewal/expansion over the next couple of years.

The ratings continue to be supported by:

   * OLG's increased earnings and cash flow base;

   * conservative financial policies;

   * international expansion and diversification;

   * its leading position in its primary markets; and

   * the company's solid liquidity position with approximately
     $147 million of cash on hand.

In the GOM, where OLG is the second largest helicopter provider to
the exploration and production operators in the region, activity
has been in long-term decline as most of the larger oil and gas
companies have re-directed their focus and capital to foreign
basins and redeployed rigs to markets like Mexico and West Africa.

While the GOM and North Sea are cyclical, mature markets, they
still contain significant activity due to their strategic
importance to a number of E&P companies and therefore, will
continue to generate significant earnings and cash for OLG given
its position as the second largest provider of helicopter services
in the each of these markets.  Further, the company's newer
heavier fleet is suited for the deepwater GOM, where general
activity has increased and is expected to remain healthy as long
as commodity prices remain supportive.

In an earnings release on June 8, 2005, the company reported
revenues of $156.1 million and net income of $13.7 million for the
quarter ended March 31, 2005 versus $152.9 million of revenues and
$33.5 million of net income for the same quarter in 2004.  The
difference in net income was mainly driven by one-time a one-time
non-cash curtailment gain of $21.7 million in 2004 resulting from
changes made to the company's U.K. pension plan as well as a $2.5
million insurance premium rebate.

The company's reported balance sheet for March 31, 2005 debt was
$262.1 million of debt and $514.1 million of equity.

Offshore Logistics, Inc., headquartered in Lafayette, Louisiana,
is a provider of helicopter transportation services to the oil and
gas industry worldwide.


PEGASUS SATELLITE: Plan Trustee Gets OK to Assign KB Lewiston Pact
------------------------------------------------------------------
As previously reported, Ocean Ridge Capital Advisors, LLC, the
Liquidating Trustee of the PSC Liquidating Trust established under
the Plan, sought the U.S. Bankruptcy Court for the District of
Maine's authority to assume the KB Lewiston Agreement.

KB Prime Media, LLC, owns licenses to operate full powered
television stations, including WSWB-TV (Channel 38) in
Scranton/Wilkes-Barre, Pennsylvania and WPME-TV (Channel 35) in
Lewiston, Maine.  Pegasus Satellite Communications, Inc. and its
debtor-affiliates own and operate television stations in the
designated market areas where KB Prime owns television stations
WSWB-TV and WPME-TV.

According to Kenneth A. Rosen, Esq., at Lowenstein Sandler, PC, in
Roseland, New Jersey, the Debtors are parties to time brokerage
agreements and other agreements with KB Prime wherein the Debtors
receive certain revenues generated by the Scranton and Lewiston
Stations while KB Prime retains ultimate control over those
stations.

                         KB Prime Objects

Randy J. Creswell, Esq., at Perkins, Thompson, Hinckley & Keddy,
P.A., in Portland, Maine, points out that the Liquidating
Trustee's request to assume the Asset Purchase Agreement for TV  
station WPME, in Lewiston, Maine, should be denied because:

   (a) the option agreement to provide collateral to secure
       certain loans issued by Wachovia Bank, N.A., to the owners
       of KB Prime, the KB Lewiston Agreement, and the KB
       Scranton Agreement constitute one integrated contract
       that must be assumed it its entirety;

   (b) the Debtors impermissibly seek to avoid certain
       obligations under the KB Lewiston Agreement while enjoying
       the benefits thereof;

   (c) the Debtors have committed incurable defaults under the KB
       Lewiston Agreement, which preclude assumption absent KB's
       consent; and

   (d) the Debtors fail to provide adequate assurance that  
       certain other defaults under the Option Agreement and the
       KB Lewiston Agreement will be cured.

Mr. Creswell asserts that the Debtors have already committed
certain incurable breaches of the KB Lewiston Agreement.  Section
365(b) of the Bankruptcy Code requires a debtor to cure any
defaults under an executory contract as a prerequisite to
assumption.  However, "[i]f the debtor has committed . . . an
incurable breach, [it] has no continuing rights under the
contract," and assumption is therefore prohibited, Mr. Creswell
relates, citing Good Hope Refineries, Inc. v. Benavides, 602 F.2d
998, 1003 (1st Cir. 1979).  

Mr. Creswell tells the Court that closing was required to occur
within 30 business days after the later of (1) the satisfaction of
all conditions precedent under the KB Lewiston Agreement and (2)
the FCC Consent becoming a final order.  Mr. Creswell states that
because closing did not timely occur, defaults exist under the KB
Lewiston Agreement that cannot be cured and, therefore, precludes
assumption.

"Pegasus intends to 'cherry pick' by exercising its rights under
the Option Agreement as to only those stations that it can resell
at a substantial profit -- such as the Lewiston and Scranton
Stations -- and saddling KB with the less valuable stations and
all the liabilities incurred in connection therewith," Mr.
Creswell argues.  "Pegasus will then -- impermissibly -- attempt
to reject the Option Agreement, leaving KB with general unsecured
claim while Pegasus walks away with the spoils.  Such tactics are
clearly impermissible."

              Debtors and Liquidating Trustee Respond

According to John P. McVeigh, Esq., at Preti, Flaherty, Beliveau,
Pachios & Haley, LLP, in Portland, Maine, the Purchase Agreements
and the Option Agreement are undeniably separate and severable
agreements, each of which can be assumed or rejected.  There is no
need to consider any evidence outside of the documents themselves
to reach this conclusion, Mr. McVeigh says.

Furthermore, Mr. McVeigh argues that the Debtors are not precluded
from assuming the KB Lewiston Agreement because of any delay in
the closing.  

Mr. McVeigh maintains that KB Prime has not demonstrated that
there has been a default under the closing provisions in the KB
Lewiston Agreement.  KB Prime only asserts that closing did not
occur within the time frame.  Mr. McVeigh points out that time was
not of the essence with respect to the closing requirement.
Therefore, the failure of either party to close in and of itself
does not constitute a default.

                          *     *     *

Judge Haines authorizes the Reorganized Debtors to assume the KB
Lewiston Agreement.  No monetary or other defaults exist under the
KB Lewiston Agreement.

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)


PILLOWTEX CORP: Court Okays Hiring BDO Seidman for Tax Work
-----------------------------------------------------------
As reported in the Troubled Company Reporter on May 9, 2005,
Pillowtex Corporation and its debtor-affiliates originally planned
to engage KMPMG LLP, their prior accountants and financial
advisors, to review their federal and state income tax returns and
work papers for the year ended December 31, 2004, and any future
federal and state income tax returns that the Debtors may file.
However, due to the resignation of the Debtors' tax directors in
January 2005 and the retirement of the KMPMG tax partner that
reviewed the Debtors' previous tax returns, the Debtors asked BDO
Seidman LLP to do the review.

Pursuant to Section 327(e), 328(a), and 330 of the Bankruptcy  
Code, the Debtors seek the Court's authority to employ BDO  
Seidman to review their Tax Returns, nunc pro tunc to April 18,  
2005.

Gilbert R. Saydah, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware reminds the Court that by order dated  
October 7, 2003, BDO Seidman was retained as the accountant to  
the Official Committee of Unsecured Creditors.  In addition, by  
order dated November 12, 2004, BDO Seidman was retained by the  
Debtors as the auditor of:

   * the Pillowtex Corporation 401(k) Plan for Hourly Employees;

   * the Pillowtex Corporation 401(k) Plan for Salaried
     Employees; and

   * the Pillowtex Corporation Employee Medical Benefit Plan for
     the years ended December 31, 2003 and 2004.

The Debtors believe that BDO Seidman's role as accountant to the  
Committee and auditor of the Benefit Plans do not create a  
conflict for purposes of their proposed retention as reviewer of  
the Debtors' Tax Returns as the Committee's interests and the  
Debtors' interests are aligned in filing timely and accurate  
federal and state tax returns.

The Debtors will pay BDO Seidman $38,000 plus expenses for the  
review of their federal and state tax returns for the year ending  
December 31, 2004.  The expenses will be charged at actual costs  
incurred.  The compensation of BDO Seidman for any tax work for  
subsequent periods will be determined at a later date and will be  
subject to review pursuant to Section 330.

Mr. Saydah believes that BDO Seidman is well qualified to serve  
as the reviewer of the Debtors' Tax Returns since it has  
extensive familiarity with the fields of accounting, auditing,  
and taxation as well as the accounting practices in insolvency  
matters in the bankruptcy courts in the District of Delaware and  
in other states.

Furthermore, BDO Seidman's services are necessary to comply with  
the requirements of the Internal Revenue Service and the  
applicable state taxing authorities.  The Committee supports the  
Debtors' proposed employment of BDO Seidman.

Robert Klein, a partner and Certified Public Accountant at BDO  
Seidman, assures the Court that the firm does not represent any  
interest adverse to the Debtors or their estates in the matters  
on which it is seeking to be engaged.  BDO Seidman is a  
"disinterested person" within the meaning of Section 101(14) of  
the Bankruptcy Code.

Additionally, Mr. Klein discloses that neither BDO Seidman nor  
any of its members had any business, professional, or other  
connection with the Debtors or any other party-in-interest, the  
U.S. Trustee, or any person employed in the office of the U.S.  
Trustee in matters on which BDO Seidman is to be engaged, except  
that:

   (a) it represented the Creditors Committee in connection with
       the Debtors' initial Chapter 11 bankruptcy that was filed
       on November 14, 2000;

   (b) it is currently retained as the accountants to the
       Committee in connection with the Debtors' current
       Chapter 11 case;

   (c) Trenwith Securities, BDO Seidman's majority-owned
       affiliate, was engaged to provide investment banking
       services to the Committee in connection with the Debtors
       current Chapter 11 case; and

   (d) it is currently retained as the auditor of the Debtors'
       Benefit Plans.

BDO Seidman also has business relationships with these parties,  
which are or may be creditors of the Debtors:

    -- BDO Seidman has previously performed assurance, tax, or
       other services for these creditors or other parties-in-
       interest:

          * Parkdale Mills, Inc.,
          * Credit Suisse First Boston,
          * Bank of America,
          * Comerica Bank,
          * Fleet Bank,
          * Foothill Capital Corporation,
          * Southern Container Corporation,
          * Congress Financial Corporation, and
          * Silver Point Capital

       Fees for each of these engagements represent less than 1%
       of BDO Seidman's annual revenues and relate to matters
       totally unrelated to the case for which BDO Seidman is
       seeking to be engaged;

    -- BDO Seidman has performed and may be presently performing,
       assurance, tax, or other services for these creditors or
       other parties-in-interest:

          * El DuPont,
          * Continental Casualty Company,
          * Societe Generale,
          * The CIT Group,
          * Credit Lyonnais,
          * Wells Fargo Bank,
          * Gotham Partners, LP, and
          * KPMG

       Fees for each of these engagements represent less than 1%
       of BDO Seidman's annual revenues and relate to matters
       totally  unrelated to the case for which BDO Seidman is
       seeking to be engaged.

    -- as part of its practice, BDO Seidman's appears in cases,
       proceedings, and transactions involving many different
       creditors, shareholders, attorneys, accountants, financial
       consultants, investment bankers, and other entities, some
       of which may be, or represent claimants and parties-in-
       interest in the Debtors' Chapter 11 case.  However, BDO
       Seidman does not represent any of these entity, other than
       which has already been disclosed, in connection with the
       pending case or have a relationship with any entity or
       profession which would be adverse to the Debtor's
       Committee or its estate.

BDO Seidman performed a review of potential connections and  
relationships between the firm and:

   (1) Pillowtex Corporation and its domestic and foreign
       subsidiaries and affiliates;

   (2) the holders of 10% of Pillowtex's term debt claims;

   (3) the holders of revolving credit agreement claims;

   (4) the beneficial owners of 5% or more of equity in
       Pillowtex;

   (5) the Debtors' attorneys and advisors;

   (6) the largest unsecured creditors of Pillowtex on a
       consolidated basis as identified in the Debtors' Chapter
       11 petition; and

   (7) parties to significant leases or executory contracts.

If BDO Seidman discovers additional information that, in the  
firm's reasonable opinion, requires disclosure, it will file a  
supplemental disclosure with the Court as promptly as possible.

                      U.S. Trustee Objects

According to David M. Klauder, counsel for Kelly Beaudin
Stapleton, the U.S. Trustee for Region 3, the term "reviewer" is
left undefined and BDO Seidman LLP's precise services to be
performed are unknown.  While BDO Seidman is retained as the
Official Committee of Unsecured Creditors' accountant, the
Debtors previously retained the firm on a discrete issue -- as
auditor of various 401k and medical benefit plans.

Mr. Klauder argues that BDO Seidman's proposed simultaneous
representation of the Committee and the Debtors would be an
actual conflict of interest or, at the very least, a potential
conflict of interest, and in violation of Sections 327(a) and
1103(b) of the Bankruptcy Code.  Section 327(a) prohibits a
debtor's retention of an accountant that represents an interest
adverse to the estate.  Section 1103(b) directly prohibits an
accountant employed by a committee to represent another entity
having an adverse interest in connection with the case.

Mr. Klauder asserts that the Debtors and the Committee have
adverse interests, regardless of the consensual nature of the
representation.  Representation of both a debtor and a committee
at the same time in the same case is an actual conflict of
interest and mandates a per se disqualification of the
professional.  While representation of a debtor and a committee
may be allowed on discrete issues, the general rule prohibits
this type of dual representation.  An exception to this rule
should not be made because BDO Seidman's proposed work involves a
fundamental duty of a debtor-in-possession -- the timely and
accurate preparation of tax returns.

Mr. Klauder says it is unclear who is preparing the tax returns
that BDO Seidman will review.  This is an important issue because
if the tax returns were prepared by an outside accounting firm,
it seems duplicative and unnecessary for BDO Seidman to conduct
its own review of those tax returns.  If the Debtors internally
prepared the tax returns, then an outside review may be
appropriate.

Specifics regarding the services to be performed are also not
provided in the Application.  This is especially important when
analyzing the conflict issue because BDO Seidman's services might
directly evidence a conflicting representation, Mr. Klauder says.

Mr. Klauder also points out that the Debtors already retained
KPMG LLP at the beginning of the bankruptcy case to perform
accounting, audit, and financial advisory services, including
reviewing the Debtors' relevant tax returns.  Mr. Klauder argues
that KPMG's excuse for not performing the review of the Debtors'
tax returns -- the retirement of the KPMG tax partner who
reviewed the previous returns -- is insufficient since KPMG is a
nationally recognized accounting firm with hundreds of
professionals qualified to do the work.  The retirement of one
individual will not bring KPMG to its knees and certainly should
not be used as a justification to support retaining another
professional at further cost to perform the work.

                          *     *     *

Judge Walsh authorizes the Debtors to employ BDO Seidman to
review their federal and state tax returns and work papers for
the year ended December 31, 2004, nunc pro tunc to April 18,
2005.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to   
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts.  (Pillowtex Bankruptcy News, Issue No. 80;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


POGO PRODUCING: Selling Thailand Oil & Gas Assets for $820 Million
------------------------------------------------------------------
Pogo Producing Company (NYSE: PPP) entered into a definitive
agreement to sell its Thailand assets to PTTEP Offshore Investment
Company Limited and Mitsui Oil Exploration Co., Ltd., in a
transaction totaling $820 million in cash.  The transaction is
expected to close in the third quarter of 2005, subject to
customary closing conditions.

"An important strategic goal of 2005, entering into an agreement
to sell our Thailand assets if the right price was offered, has
been achieved," said Paul G. Van Wagenen, Chairman and Chief
Executive Officer of Pogo.  "The American Jobs Creation Act of
2004 created a unique opportunity to reassess the value and
strategic fit of Pogo's international assets.  Given the current
strength of the energy market, the demand for high quality
international properties, and the one-time tax treatment afforded
by the Act, we decided that the divestiture of our licenses in
Thailand and Hungary was in the best interests of our shareholders
and our company.  On June 7, 2005, Pogo announced that it had
agreed to sell its wholly-owned subsidiary, Pogo Hungary, Ltd., in
a transaction totaling approximately $9 million.  That transaction
has closed."

Mr. Van Wagenen continued, "In January, we announced our 2005
Strategic Plan.  Major components of that plan include:

   -- evaluation of a sale of our assets in Thailand and Hungary;

   -- curtailment of our 2005 discretionary development drilling
      until the related costs or drilling efficiencies improve;
      and

   -- a stock repurchase program equal to not less than
      $275 million nor more than $375 million of Pogo's common
      stock, which, based upon recent prices, could represent
      approximately 9% to 12% of our outstanding shares.

"These strategic initiatives demonstrate Pogo's focus on strict
financial discipline and our willingness to adapt our strategy to
changes in market conditions.  All of these actions underscore
Pogo's clear commitment to actively manage our assets and
resources to enhance long-term value for our shareholders."

Mr. Van Wagenen concluded, "We expect to resume our discretionary
development activities when the costs or drilling efficiencies
have improved.  In the meantime, we will continue to repurchase
shares and strengthen our balance sheet.  The proceeds from the
Thailand sale will be used to fund capital projects and will
enable us to vigorously pursue market opportunities, including
acquisitions."

Pogo Producing Company explores for, develops and produces oil and
natural gas.  Headquartered in Houston, Texas, Pogo owns interests
in 93 federal and state Gulf of Mexico lease blocks offshore from
Louisiana and Texas.  Pogo also owns approximately 705,000 gross
leasehold acres in major oil and gas provinces in the United
States and 1,043,000 acres in New Zealand. Pogo common stock is
listed on the New York Stock Exchange and the Pacific Exchange
under the symbol "PPP".

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2005,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Pogo Producing Co.

At the same time, Standard & Poor's assigned its 'BB' rating to
the company's proposed $300 million subordinated notes due 2015.
Proceeds from the note offering will be used to repay existing
bank borrowings under the company's $750 million credit facility.

Houston, Texas-based Pogo had $755 million of debt as of
Dec. 31, 2004.

"The stable outlook on Pogo reflects our expectations that Pogo
will prudently manage its more aggressive financial policies and
2005 budget initiatives while maintaining its sound financial
profile and adequate liquidity for the current ratings," said
Standard & Poor's credit analyst Brian Janiak.


POLAR MOLECULAR: Nasdaq Delists Common Stock from OTCBB
-------------------------------------------------------
Polar Molecular Holding Corporation (OTCBB:POMHE) reported that
its shares were delisted from the NASDAQ OTC Bulletin Board as of
the opening of trading on June 17, 2005.  The Company's common
stock continues to be available for trading under the ticker
symbol of POMH (or POMHE) on the Nasdaq Pink Sheets.  The Company
has subscribed to real-time Pink Sheets Inside and Level 2 Quote
Montage on http://www.pinksheets.com/which provides realtime  
quotes on the pinksheets.com website.

The Company said the delisting resulted after its "historical"
auditor, citing inability to service all of its customers due to
time pressures related to requirements of Sarbanes-Oxley,
terminated its service with the company, necessitating the
engagement of a new auditor.  The change in auditor resulted in a
delay in the company's ability to file its annual report on Form
10-KSB for 2004 and its Form 10-QSB for the first quarter of 2005.
According to stories in the Wall Street Journal and other
publications, the effects of Sarbanes-Oxley requirements on
auditors has caused a serious problem for small public companies
who have experienced delays in their ability to file on time.

The company expects to complete its 2004 audit and its filing of
form 10-KSB and 10-QSB soon and be back in compliance with its
filings.  Upon completing the filings, the company intends to
reapply for a listing on the OTCBB.

                          About the Company

Based in Denver, Colorado, Polar Molecular Holding Corporation --
http://www.polarmolecular.com/-- sells a proprietary line of fuel  
additives for gasoline, diesel and industrial heating oils under
the trademarked name DurAlt(R) FC.  The patented technology
optimizes engine combustion, thereby improving fuel mileage and
decreasing emissions.

At Sept. 30, 2004, Polar Molecular Holding Corporation's balance
sheet showed a $3,904,000 stockholders' deficit, compared to a
$4,457,000 deficit at Dec. 31, 2003.


PRIDE ELECTRIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Pride Electric, Inc.
        9463 Dielman Rock Island
        Saint Louis, Missouri 63132

Bankruptcy Case No.: 05-47000

Type of Business: The Debtor is an electrical contractor.

Chapter 11 Petition Date: May 20, 2005

Court: Eastern District of Missouri (St. Louis)

Judge: Kathy A. Surratt-States

Debtor's Counsel: Robert E. Eggmann, Esq.
                  Copeland, Thompson et al.
                  231 South Bemiston, Suite 1220
                  St. Louis, Missouri 63105
                  Tel: (314) 726-1900

Total Assets: $839,976

Total Debts:  $1,497,894

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Electrical Workers Local      Benefit contributions     $152,454
No. 1
5850 Elizabeth Avenue
Saint Louis, MO 63110

Frost Electric Supply Co.     Trade debt                $145,246
P.O. Box 66522
Saint Louis, MO 63166

Tech Electronics              Trade debt                 $73,996
Department 18782
P.O. Box 790100
Saint Louis, MO 63179

Crescent Electrical Supply    Trade debt                 $69,057

Western Extralite Company     Trade debt                 $57,059

Ford Credit                   Purchase money             $37,367
                              security in various
                              vehicles       

Bell Electrical Contractors   Trade debt                 $21,527

Missouri Division of          Employment taxes           $19,598
Employment Security

Missouri Dept. of Revenue     Withholding taxes          $11,678

Cummins Mid-South, LLC        Trade debt                 $10,287

Rexel Southern                Trade debt                  $9,394

ADT Security Services         Trade debt                  $8,256

AMCI Professional Real        Rent due                    $8,600
Estate Management

Chambers Excavating, LLC      Trade debt                  $8,353

Bell Systems Group            Trade debt                  $6,340

French Gerleman               Trade debt                  $6,116

Midwest Aerials & Equipment   Trade debt                  $5,635

Datel Communications, Inc.    Trade debt                  $5,271

Webb Engineering Services     Trade debt                  $5,382

United Healthcare Insurance   Trade debt                  $4,955


RHODES INC: Taps PricewaterhouseCoopers as Auditors & Tax Advisor
-----------------------------------------------------------------
Rhodes Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, for permission to retain PricewaterhouseCoopers LLP to
provide auditing and tax advisory services.

PwC is an international accounting and financial advisory services
firm.  PwC's professionals have extensive experience in providing
audit and tax services in reorganization proceedings.

PwC did prepetition work for the Debtors and, as a result, the
Firm is familiar with Rhodes' business practices and financial
structure.

During the course of the Debtors chapter 11 cases, PwC will
conduct:

I. Accounting and Auditing Services:

   a) audits the Debtors' financial statements as may be
      required from time to time and assist in the preparation of
      the Debtors' financial statements and disclosures;
      
   b) analyze financial information for distribution to creditors
      and other parties-in-interest, including cash receipts and
      disbursements, legal entity financial statements, various
      asset and liability accounts and other transactions;

   c) provide consultations on accounting and reporting issues
      and matters as requested by the Debtor; and

   d) provide additional follow-up on procedures relative to the
      audit of the Feb. 28, 2005, financial statements of the
      Debtors.

II. Tax Services:

   a) outsource assistance with regards to the Debtors' federal
      and state income tax compliance, property tax compliance,
      and other taxes and license;

   b) advice and assist the Debtors regarding tax planning,
      estimating net operating loss carry-forwards and other tax
      minimization strategies;

   c) provide any assistance regarding existing and future IRS,
      state or local tax examinations; and

   d) provide assistance regarding state and local tax planning
      opportunities resulting from bankruptcy filings.

Rhodes will pay PwC:

   -- $258,000 for the audit of financial statements ending
      Feb. 28, 2005; and

   -- $147,600 for the annual outsourcing services.

PwC's professionals and their current hourly billing rates:

  Designation        Accounting   Tax Consulting   Tax Compliance
  -----------        ----------   --------------   --------------
  Partner            $523-$662      $489-$720           $577
  Director             $332           $377              $263
  Senior Manager       $300           $305              $198
  Manager              $205           $233              $159
  Senior Associate     $167           $166              $126
  Associate            $89            $127               $88
  Paraprofessional     $66            $111               $72
  
Mike Fahey, a partner in PwC's Atlanta office, assures the Court
of his Firm's "disinterestedness" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated less than $50,000 in assets and
more than $10 million in total debts.


ROUGE INDUSTRIES: Wants Until Oct. 14 to File a Chapter 11 Plan
---------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend the time
within which they alone can file a chapter 11 plan.  The Debtors
want their exclusive plan filing period extended through and
including Oct. 14, 2005.  The Debtors also ask the Court for more
time to solicit acceptances of that plan from their creditors,
through Dec. 14, 2005.

Alicia B. Davis, Esq., at Morris Nichols Arsht & Tunnell, in
Wilmington, Delaware, tells the Court that despite consummation of
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million, the Debtors' chapter 11 cases continue to
raise numerous complex issues including:

   -- the resolution of general administration claims in the
      Debtors' cases;

   -- the investigation and evaluation of Duke Fluor/Daniel's
      alleged secured claim;

   -- the examination of Ford Motor Company's alleged secured
      claim;

   -- the commencement of 29 avoidable transfer lawsuits and the
      resolution of the remaining avoidable transfers through
      consensual means.  The Debtors have negotiated settlements
      with 12 of the avoidable transfer recipients for
      $207,764.52; and

   -- the termination of approximately $4 million letter of credit
      previously established with the Debtors' workers'
      compensation program and the recovery of the collateral
      posted in those letter of credit.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to SeverStal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


SAKS INC: Ratings Downgrade Entitles Holders to Convert Notes
-------------------------------------------------------------
Saks Incorporated (NYSE: SKS) determined that holders of its
$230 million 2% Convertible Senior Notes due March 15, 2024, are
entitled to convert the Convertible Notes into shares of the
Company's common stock due to the downgrading of the ratings
assigned to the Convertible Notes by the relevant rating agencies.  

Holders may surrender Convertible Notes for conversion during any
period in which the rating assigned by Moody's Investors Service,
Inc., to the Convertible Notes is at or below B3, the rating
assigned by Standard & Poor's Rating Services to the Convertible
Notes is at or below B or the rating assigned by Fitch, Inc., to
the Convertible Notes is at or below B- or if the Convertible
Notes are no longer rated by at least one of such rating agencies.  
This is subject to compliance with the terms and conditions of the
indenture governing the Convertible Notes.

Holders of the Convertible Notes desiring to exercise their
conversion rights with respect to the Convertible Notes should
contact the conversion agent:

               The Bank of New York Trust Company, N.A.
               Attn: Charles Northen
               505 North 20th Street
               Suite 950
               Birmingham, AL 35203
               Tel. No. 205-214-0208
               Fax: 205-328-7169

Saks Incorporated operates Saks Fifth Avenue Enterprises (SFAE),
which consists of 57 Saks Fifth Avenue stores, 52 Saks Off 5th
stores, and saks.com.  The Company also operates its Saks
Department Store Group (SDSG) with 232 department stores under the
names of Parisian, Proffitt's, McRae's, Younkers, Herberger's,
Carson Pirie Scott, Bergner's, and Boston Store and 47 Club Libby
Lu specialty stores.  On April 29, 2005, the Company announced
that it had entered into an agreement to sell 22 Proffitt's stores
and 25 McRae's stores to Belk, Inc.  The Company expects to
complete the sale on July 5, 2005, subject to various closing
conditions.

                         *     *     *

As reported in the Troubled Company Reporter on June 17, 2005,
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.

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.


SASKATCHEWAN WHEAT: S&P Rates C$250 Million Bank Loan at BB-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and a recovery rating of '1' to Saskatchewan Wheat Pool's
C$250 million secured asset-based credit facility due March 2008,
indicating the high expectation of full recovery (100%) of
principal in the event of a payment default.

The 'BB-' rating on SWP's C$250 million secured asset-based credit
facility due March 2008 is two notches above the long-term
corporate credit rating.  The facility is secured by a first
charge on working capital.  The borrowing base is calculated
primarily as a percentage of SWP's accounts receivable and
inventories, with the maximum borrowings available of
C$250 million, depending on the prevailing grain crop.

Regina, Sask.-based SWP is the second-largest Canadian
agribusiness with about a 23% western Canadian market share of
2005 western Canadian grain shipments.  SWP's other core
operations include the agriproducts segment (SWP is Canada's
second-largest agricultural retailer in Canada); and a small
agrifood-processing segment, which manufactures and markets value-
added products associated with oats and malt barley.

"SWP's capital structure has strengthened considerably in fiscal
2005, after a series of major financial restructuring initiatives
that took place in the current fiscal year," said Standard &
Poor's credit analyst Don Povilaitis.

Highlights of the restructuring include:

    * the refinancing of a C$250 million asset-backed loan,
      secured by a first charge on working capital and a second
      charge on fixed assets;

    * the conversion of C$172 million of debt into equity, with
      class A, class B, and convertible notes all converted into a
      single class of stock; and

    * a successful rights offering, from which proceeds of
      C$142.3 million were used to repay a C$100 million secured
      term loan.


SECURITIZED ASSET: Moody's Rates $11.41M Class B4 Certs. at Ba1
---------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates issued by Securitized Asset Backed Receivables LLC
Trust 2005-FR2, and ratings ranging from Aa2 to Ba1 to the
subordinate certificates in the deal.

The securitization is backed by Fremont originated adjustable-rate
and fixed-rate 1st and 2nd lien subprime mortgage loans acquired
by Securitized Asset Backed Receivables LLC.  The ratings are
based primarily on the credit quality of the loans, and on the
credit enhancement, which consists of subordination,
overcollateralization, and excess spread.  The credit quality of
the loan pool is in line with the average loan pool backing recent
subprime securitizations.

Saxon Mortgage Services, Inc. will service the loans.

The complete rating actions are:

Securitized Asset Backed Receivables LLC Trust 2005-FR2

Mortgage Pass-Through Certificates, Series 2005-FR2

   * Class A-1A $480,732,000 Aaa
   * Class A-1B $120,183,000 Aaa
   * Class A-2A $140,054,000 Aaa
   * Class A-2B $55,243,000 Aaa
   * Class A-2C $46,517,000 Aaa
   * Class M1 $92,428,000 Aa2
   * Class M2 $59,263,000 A2
   * Class M3 $17,399,000 A3
   * Class B1 $16,311,000 Baa1
   * Class B2 $13,592,000 Baa2
   * Class B3 $11,961,000 Baa3
   * Class B4 $11,418,000 Ba1


SGP ACQUISITION: Committee Taps KL&Co as Special Asian Liaison  
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of SGP Acquisition,
LLC, sought and obtained permission from the U.S. Bankruptcy Court
for the District of Delaware to employ Kennic L.H. Lui & Company
as a special liaison for Asian creditors and businesses, nunc pro
tunc to Dec. 13, 2004.

The committee believes that KL&Co is qualified to serve as special
liaison with Asian creditors and businesses based on the Firm's
proficiency in Cantonese and Mandarin and its business contacts in
Asia.

KL&Co will:

     a) serve as a liaison between the Debtors' Asian creditors
        and the Creditors' Committee's bankruptcy professionals;

     b) distribute and market a confidential information
        memorandum to qualified Asian parties on behalf of, and at
        the direction of, the Creditors' Committee; and

     c) perform any other services that may be requested by
        counsel to the Creditors' Committee.

KL&Co's professionals initially designated to represent the
Committee and their hourly rates are:

        Professional      Designation     Hourly Rate
        ------------      -----------     -----------
        Lauren Lau          Partner              $545
        June Chan           Manager       $244 - $310

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

Headquartered in Greenville, South Carolina, SGP Acquisition, LLC,
-- http://www.slazengergolf.com/-- markets a wide array of  
premium golf apparel, golf balls, and related accessories.  The
Company filed for chapter 11 protection on November 30, 2004
(Bankr. D. Del. Case No. 04-13382).  Frederick B. Rosner, Esq., at
Jaspan Schlesinger Hoffman represent the Debtor in its
restructuring.  When the Debtor filed for protection from its
creditors, it listed estimated assets and debts of $10 million to
$50 million.


SHYPPCO FINANCE: Fitch Affirms Junk Ratings on $78.5 Million Debt
-----------------------------------------------------------------
Fitch Ratings affirms one class, upgrades two classes of notes
issued by Shyppco Finance Company, LLC.  These rating actions are
effective immediately:

     -- $18,097,505 class A-2A notes affirmed at 'AAA';
     -- $44,519,864 class A-2B notes upgraded to 'BB+' from 'BB-';
     -- $19,907,256 class A-2C notes upgraded to 'BB+' from 'BB-';
     -- $62,000,000 class A-3 notes remained at 'C';
     -- $16,500,000 class B notes remained at 'C'.

Shyppco is a collateralized debt obligation managed by MBIA
Capital Management, which closed May 5, 1998.  Shyppco is composed
of 68% high yield bonds and 32% investment-grade bonds.  Included
in this review, Fitch discussed the current state of the portfolio
with the asset manager and their portfolio management strategy
going forward.  In addition, Fitch conducted cash flow modeling
utilizing various default timing and interest-rate scenarios to
measure the breakeven default rates going forward relative to the
minimum cumulative default rates required for the rated
liabilities.

Shyppco continues to fail its overcollateralization test and
therefore continues to divert excess interest proceeds towards the
pro rata redemption of the class A-2 notes.  As a result,
approximately 63.8% of the original class A-2 balance has been
redeemed since closing, as well as 27.6% since the last rating
action on June 21, 2004.  Additionally, the creditworthiness of
the collateral has remained relatively stable.

The ratings of the class A-2A notes reflect the insurance wrap
provided by MBIA Insurance Corp., rated 'AAA' by Fitch.  The class
A-2B and A-2C notes addresses the likelihood that investors will
receive full and timely payments of interest, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A2-B and A2-C notes no
longer reflect the current risk to noteholders and warrant an
upgrade.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/


SPIEGEL INC: Bankruptcy Court Estimates Disputed Claims
-------------------------------------------------------
Judge Lifland entered an order estimating Spiegel Inc. and its
debtor-affiliates' maximum liability with respect to certain
disputed claims pursuant to the corresponding reserve amounts.  
Specifically, Judge Lifland:

   (a) estimates and caps the reserve amount of 16 claims at
       $963,912;

   (b) caps the reserve amount of the Insurance Claims at
       $5,471,353;

   (c) allows $867,363 to be reserved for rejection damages in
       connection with the Lease Claims, except for the claim of
       Macerich, doing business as Lacumbre Plaza Dept.;

   (d) finds that no reserve amount should be established for
       the 23 Zero Reserve Resolved Claims, yet, in the event
       that, as of the Effective Date, no order has been entered
       by the Court allowing any Zero Reserve Resolved Claim, the
       Debtors' maximum liability is capped at $2,548,596;

   (e) allows the Debtors to reserve $3,659,912 for the Resolved
       Claims;

   (f) establishes no reserve amount for the Zero Liability
       Disputed Claims.

A list of the disputed claims and their corresponding Court-
approved reserve amounts is available for free at:

             http://ResearchArchives.com/t/s?2f

Judge Lifland clarifies that the Debtors' maximum liability with
respect to the Bond Claims is estimated and capped at $151,069,
provided, however, that in the event that the Debtors and the
Bond Claimholders do not reach agreement prior to the Effective
Date, the Bond Claimholders will have the right to ask the Court
to estimate the Bond Claims in different amounts.

Moreover, Judge Lifland estimates the Debtors' maximum liability
with respect to 18 Zero Liability Disputed Claims, filed by
Deborah B. Divis, Deborah L. Koopman, and Michael A. McKillip, at
$0.

Judge Lifland authorizes the Debtors to reserve $867,363 for
Taubman Cherry Creek Limited's rejection damages claim.

                   Debtors and RAKTL Stipulate

On June 13, 2003, Ronald A. Katz Technology Licensing, L.P.,
filed Claim No. 227 against the Debtors.  RAKTL also filed Claim
No. 3876, which amends Claim No. 227.  Furthermore, RAKTL filed
Claim No. 3877, requesting payment of administrative expenses by
the Debtors.

Currently, RAKTL and the Debtors are finalizing a global
agreement resolving the Claims.

However, a dispute has arisen between the parties as a result of
the Debtors' request for the estimation of certain disputed,
contingent and unliquidated claims in connection with the funding
and establishment of a claims reserve.  The Request designates
the RAKTL Claims as "Resolved Claims."

In a Court-approved stipulation, the Debtors agree that they will
withdraw the Request as to RAKTL's Claim No. 3877.  In addition,
the Debtors will reserve $2,000,000 for RAKTL's Claim No. 3876.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general    
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Spiegel will emerge from bankruptcy as Eddie Bauer Holdings
Inc.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STRUCTURED ASSET: High Monthly Losses Cue Fitch to Lower Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed three and downgraded one class of
Structured Asset Securities Corp. residential mortgage-backed
certificates, as follows:

   Series 2001-2

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'AAA';
     -- Class B2 affirmed at 'AA';
     -- Class B3 downgraded to 'B' from 'BB';
     -- Class B4 remains at 'C'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $24,409,986 of outstanding
certificates.

The negative rating action taken on class B3 affecting $4,363,953
of outstanding certificates, is the result of Fitch's observation
of continuing high monthly pool losses and delinquency levels.  

May 25, 2005 remittance information indicates that 13.66% of the
pool is currently over 90 days delinquent and cumulative losses
are 0.98% of the original pool balance.  Class B3 currently has
1.24% of credit support remaining (originally 1.50%).  It should
be noted however, that concurrent with May's losses of nearly
$500,000 the percentage of loan principle in the most severe
delinquency buckets - Foreclosure and Real Estate Owned - fell
precipitously from 14% down to 7%.  It is estimated that losses
associated with the liquidation of these FC and REO loans would
result in the write-down of slightly over 50% of the remaining B4
bond.  Fitch believes that a rating of 'B' more accurately
reflects the increased risk associated with class B3.

The collateral consists of conventional, fixed-rate, fully
amortizing residential mortgage loans. The pool factor (current
balance as a percentage of original balance) is 4.33%.

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


TECHNEGLAS INC: Gets Court Okay to Enter into Labor Union MOU
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio gave
Techneglas, Inc., and its debtor-affiliates permission to enter
into a memorandum of agreement with Glass, Molders,
Pottery, Plastics and Allied Workers International Union,
AFL-CIO-CLC and its Local Unions 243 and 306.

Brenda K. Bowers, Esq., at Vorys, Sater, Seymour & Pease LLP, in
Columbus, Ohio, told the Court that the Debtors manufactured
cathode ray tube components at plants in Columbus, Ohio,
Perrysburg, Ohio, and Pittston, Pennsylvania until August 2004.  
The Debtors ceased manufacturing operations at the Columbus and
Pittston plants on Aug. 3, 2004.  The Debtors' operations today
consist of:

   (1) a distribution business that is currently run out of the
       Columbus facility, and

   (2) the production of dopants and glass resins at the
       Perrysburg facility.

Some current and former employees of the Pittston facility are
members of the Union subject to a Collective Bargaining
Agreement dated July 1, 2000, that expires on June 30, 2005.  Some
current and former employees of the Columbus facility are members
of the Union subject to a Collective Bargaining Agreement dated
June 1, 2000, that expired on May 31, 2005.

The Debtor and the Union thoroughly discussed some claims of
current and former bargaining unit employees in the Plants
pursuant to the CBA between the Debtor and the Union, as well as
modifications required for the CBA relating to the planned
reorganization of the Debtor.  Pursuant to these negotiations, the
parties have agreed to settle and resolve any and all alleged
claims of the Union and Union employees and to modify the
Collective Bargaining Agreement.  The terms of the settlement
agreement include:

  (1) the Debtors will classify or otherwise designate severance
      payments, vacation accruals, and identified Pittston pay
      provisions as priority claims, administrative expenses, or
      amounts otherwise payable on the effective date of a
      Conforming Plan;

  (2) the Debtors will honor these obligations:

       (a) Health Insurance -- Medical and life insurance
           coverage;

       (b) Pending Grievances -- All grievances in the Plants are
           resolved;

       (c) Pension Processing -- The Union consents to the
           termination of the Techneglas, Inc., Hourly Retirement
           Plan; and

       (d) Union Dues -- The Company agrees to check-off,
           withhold, and promptly transmit to the Union amounts
           equal to:

           -- two months of union dues from the severance payments
              issued to Union Employees terminated under the
              Columbus CBA; and

           -- three months of Union dues from the severance
              payments issued to Union Employees terminated under
              the Pittston CBA.

Headquartered in Columbus, Ohio, Techneglas, Inc. --
http://techneglas.com/-- manufactures television glass (CRT
panels, CRT funnels, solder glass and specialty glass), dopant
sources, glass resins and specialty bulbs.  The Company and its
debtor-affiliates filed for chapter 11 protection on Sept. 1, 2004
(Bankr. S.D. Ohio Case No. 04-63788).  David L. Eaton, Esq., Kelly
K. Frazier, Esq., and Marc J. Carmel, Esq., at Kirkland & Ellis,
and Brenda K. Bowers, Esq., Robert J. Sidman, Esq., at Vorys,
Sater, Seymour and Pease LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $137 million and
total debts of $336 million.


TERWIN MORTGAGE: Moody's Rates Class B-4 Subord. Certs. at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a rating of Aaa to the senior
certificates of the Terwin Mortgage Trust 2005-5SL securitization.  
In addition, Moody's has assigned ratings ranging from Aa1 to Ba1
to the mezzanine and subordinate certificates and certificate
components in the securitization.

The ratings were based upon the credit quality of the loans in the
mortgage pool, and upon the credit enhancement provided by a
combination of structural features, including:

   * overcollateralization,
   * subordination, and
   * allocation of losses.  

The mortgage pool consists of fixed rate, second lien mortgage
loans acquired from a variety of originators.  The credit quality
of the loans in the mortgage pool is similar to that of loans in
recent Terwin second-lien securitizations.

The offered certificates were sold in a privately negotiated
transaction without registration under the Securities Act of 1933
under circumstances reasonably designed to preclude a distribution
thereof in violation of the Act.  The issuance has been designed
to permit resale under Rule 144A.

Depositor: Terwin Securitization LLC

Securities Issued: Terwin Mortgage Trust 2005-5SL Asset-Backed
                   Certificates, TMTS Series 2005-5SL

The complete rating actions are:

   * Class A-1, rated Aaa
   * Class A-2a, rated Aaa
   * Class A-2b, rated Aaa
   * Class M-1a, rated Aa1
   * Class M-1b, rated Aa2
   * Class M-2, rated Aa2
   * Class M-3, rated A1
   * Class B-1, rated A2
   * Class B-2, rated Baa1
   * Class B-3, rated Baa2
   * Class B-4, rated Ba1


THILMANY LLC: Merger Plan Prompts Moody's to Improve Outlook
------------------------------------------------------------
Moody's Investors Service changed the outlook of Thilmany, LLC to
developing from stable.  The change in outlook is prompted by
recent announcement that Kohlberg & Company plans to combine the
operations of Thilmany with those of Cellu Tissue Holdings, Inc.
to effect the acquisition of Cellu Tissue by Kohlberg.

The developing outlook reflects the uncertainty as to:

   1) the composition of the final capital structure post the
      combination;

   2) the position of current lenders within the new capital
      structure;

   3) the ultimate corporate structure; and

   4) the anticipated timing of the combination.

In the event the combination were cancelled the outlook would
likely be changed to stable.

Thilmany's B2 senior implied rating reflects:

   * the modest size of the company's operations;
   * nominal revenue growth;
   * deterioration in profitability;
   * minimal tangible asset coverage; and
   * high level of customer concentration.

The ratings also incorporate:

   * the challenges of transitioning to an independent company;
   * the increased leverage associated with its recent financing;
   * the likelihood of acquisitions; and
   * limited sources of external liquidity.

However, the ratings are supported by:

   * relatively good credit metrics;

   * a leading market position for several of its product lines
     based on company estimates; and

   * the benefits derived from various sale and purchase
     agreements with International Paper that secure a source of
     fiber and provide a committed buyer for various products
     during the initial years of the contract.

In regards to liquidity, the company has a $30 million revolving
credit facility, although with relatively tight covenant levels
Moody's believes access could be limited.  Over the next twelve
months, leverage on a debt to EBITDA basis cannot exceed 4.0x,
while interest coverage must exceed 1.80x and EBITDA must be at
least $36 million.  Based on 2004 EBITDA of approximately $40
million and expected debt levels pro forma for the recent
financing of $147 million, leverage would have been about 3.68x.
After incorporating capital expenditures of approximately $12
million, adjusted leverage would have increased to 5.25x.  In the
event operating costs continue to exceed price realizations we
believe revolver access could be limited.

Thilmany's operations consist the industrial papers segment of
International Paper, which were acquired by Kohlberg & Company for
approximately $180 million in June 2005.  The acquisition was
funded with $145 million of debt and contributed equity of $40
million from Kohlberg & Company and $5 million from International
Paper.  Thilmany's product mix focuses on specialty papers
operating in four business segments:

   1) lightweight papers that includes machine glazed, machine
      finished, extensible and coated papers for food and non-food
      packaging;

   2) pressure sensitive release base papers for labels;

   3) Thilmany Packaging which converts lightweight paper, plastic
      resins, and aluminum foil into a finished product; and

   4) Akrosil, a global converter of silicone coated release
      liners.

Thilmany LLC, is a privately owned company headquartered in
Kaukauna, WI.


TIRO ACQUISITION: Has Until July 10 to File Chapter 11 Plan
-----------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until July 10, 2005, the time within
which Tiro Acquisition, LLC, and its debtor-affiliates' have the
exclusive right to file a plan of reorganization and disclosure
statement.  The Debtors' exclusive period to solicit plan
acceptances is extended through September 9, 2005.

The Debtors say that the exclusivity extensions are needed to
ensure an orderly, efficient and cost-effective wind-down process
for the benefit of all creditors.  During the extension period,
the Debtors will:

     a) attend to any-post closing issues;

     b) analyze the merits of avoidance actions under chapter 5 of
        the bankruptcy code;

     c) reject any remaining executory contracts and unexpired
        leases;

     d) liquidate certain inventory;

     e) address remaining pension and other benefit plan issues;

     f) resolve environmental and intellectual property issues;   
        
     g) decommission or abandon certain equipment; and

     h) investigate their probable claims arising out of         
        accounting irregularities that played a role in their
        bankruptcy.

The Debtors sold substantially all of their assets to Outsourcing
Services Group, LLC, after failing to secure additional equity
infusions that could fund a restructuring.  The Bankruptcy Court
approved the sale on March 3, 2005.

Headquartered in Southport, Connecticut, Tiro Acquisition --
http://www.tiroinc.com/-- develops, manufactures and packages   
hair care and other products for professional salons.  The Company
and its debtor-affiliates filed for chapter 11 protection on
October 12, 2004 (Bankr. D. Del. Case No. 04-12939).  When the
Debtor filed for protection, it listed more than $10 million in
assets and debts.


TODD MCFARLANE: Has Exclusive Right to File Plan Until October 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona extended the
period within which Todd McFarlane Productions, Inc., has the
exclusive right to file a chapter 11 plan to Oct. 17, 2005.  The
Court also extended the Debtor's exclusive period to solicit
acceptances of that plan through Dec. 16, 2005.

The Debtor asked for an extension of their exclusive plan proposal
and plan voting periods period because of the complexity of its
bankruptcy case and the need to:

     a) complete the process of identifying and analyzing all the
        insurance policies covering the Twist and Gaiman lawsuits
        that may provide partial funding for a plan of
        reorganization;

     b) prosecute adversary proceedings seeking compensatory,
        consequential and punitive damages against several
        insurance companies for declaratory judgment claims,
        breach of contract, and bad faith arising from the failure
        of these insurance carriers to defend and indemnify the
        Debtor under insurance policies concerning certain
        underlying litigation;

     c) achieve a resolution of the Twist Appeal; and

     d) adjudicate on certain claims against the Debtor.

                    The Twist Litigation

In July 2004, Tony Twist, a former professional hockey player,
obtained a $15 million judgment on a right-of-publicity claim
against Todd McFarlane.  Mr. Twist complained that the Debtor had
unlawfully used his identity as "Mr. Twist" when it used the name
on a Spawn comic book series and in a Home Box Office animated
series.

Mr. Twist sought to enforce the judgment by demanding immediate
turnover of the Debtor's property.  In December 2004, the Debtor's
checking account at Bank of America and Wells Fargo Bank were
debited to a suspense account pending further order from the
Superior Court of Arizona.  The event led to the Debtor's
bankruptcy filing on Dec. 17, 2004.

The Debtor expects to resolve the Twist appeal by December.

                   The Gaiman Litigation
   
Neil Gaiman, a freelance artist, was awarded $45,000 in damages
from a lawsuit he filed against the Debtor for breach of contract,
copyrights co-ownership and violation of the right of publicity.  

The Wisconsin District Court ordered an accounting of the profits
generated by Mr. Gaiman's intellectual property and the
liquidation of his claim.  The Court is expected to enter a final
judgment after completion of the accounting.  The lawsuit is
currently stayed pursuant to Section 362(a) of the bankruptcy
code.

                     Insurance Claims

The Debtor is currently evaluating whether to consolidate the
indemnification claims filed against Hanover Insurance Company
with other similar lawsuits that may be commenced as part of the
Debtor's efforts to recover estate assets for the benefit of all
its creditors.

Hanover Insurance had repudiated its duty to defend the first six
and one half years of the Twist Lawsuit and claimed that the
insurance policy it sold to the Debtor does not cover any loss
resulting from the Twist litigation.  The Debtors have asserted
counterclaims against Hanover Insurance for breach of contract,
promissory estoppel and bad faith.

The Debtor has also sought for a Declaratory Judgment against
American International Insurance Company in connection with claims
arising from the Gaiman litigation.

The Debtor has initiated an investigation regarding its insurance
coverage to identify potential sources of funding for its plan of
reorganization.  Traveler's Property & Casualty Corp and General
Star Indemnity Company and Citizens Insurance Co. of America  are
subject to this investigation.   

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,  
Hellspawn, & Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $10 million
in assets and more than $50 million in debts.


TORCH OFFSHORE: Committee Blocks Sale of 11 Vessels to Cal Dive
---------------------------------------------------------------
On June 8, 2005, the U.S. Bankruptcy Court for the Eastern
District of Louisiana approved the sale of Torch Offshore, Inc.'s
eleven vessels to Cal Dive International Inc. for $86.5 million.

The Debtors are selling these vessels:

             * Midnight Express
             * Midnight Brave
             * Midnight Carrier
             * Midnight Dancer
             * Midnight Eagle
             * Midnight Fox
             * Midnight Gator
             * Midnight Rider
             * Midnight Star
             * Midnight Wrangler
             * Sapphire

The deal was supposed to closed by June 30.

                   Unsecured Creditors Appeal

The Official Committee of Unsecured Creditors of Torch Offshore
filed a Notice of Appeal and is asking the U.S. District Court for
the Eastern District of Louisiana to reversal of the Bankruptcy
Court's decision allowing Cal Dive to acquire Torch's vessels.

The Committee wants the assets to be liquidated under a plan of
reorganization.  Otherwise, the Committee says, unsecured
creditors get none of the sale proceeds.

District Judge Mary Ann Vial Lemmon agreed to postpone the sale of
the vessels until after the hearing of the Committee's request
this week.

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


TOUCH AMERICA: IRS Says Debtor Miscalculated Taxes by $1.2 Million
------------------------------------------------------------------
The Internal Revenue Service wants Touch America Holdings
Liquidating Trust -- established to oversee the liquidation of
Touch America Holdings, Inc. -- to pay approximately $1,228,266 in
back taxes for 1994 and 1995.

The IRS' effort to collect the taxes was halted when Touch America
filed for bankruptcy on June 19, 2003.

The Liquidating Trust disputes the IRS' claim.

According to the IRS, the company owes $482,683 federal income
taxes for 1994.  In 1995, the company didn't pay $745,583 in taxes
the Government says is due and owing.

Jan Falstadt at the Billings Gazette reports that the IRS contends
Touch America made six errors in calculating its federal taxes:

   -- calculating dividend income from its Brazilian operations;

   -- depreciating rather than capitalizing some labor costs,
      including severance payments and time spent in employee
      meetings;

   -- treatment of the carry-over of bad debts from previous
      years;

   -- calculations of foreign tax credits;

   -- use of some general business credits for taxable year 1994;
      and

   -- claiming a lesser environmental tax for 1994 and 1995.

The tax disputes, filed on March 17, 2005, are pending before the
United States Tax Court (Case Nos. 005236-05 and 005237-05).  
David E. Jacobson, Esq., at Thelen, Reid & Priest, represents
Montana Power and Touch America in the tax litigation.  

Headquartered in Butte, Montana, Touch America Holdings, Inc.,
through its principal operating subsidiary, Touch America, Inc.,
developed, owned, and operated data transport and Internet
services to commercial customers.  The Company filed for chapter
11 protection on June 19, 2003 (Bankr. D. Del. Case No.
03-11915).  Maureen D. Luke, Esq. and Robert S. Brady, Esq. at
Young Conaway Stargatt & Taylor, LLP represent the Debtor.  When
the Company filed for bankruptcy protection, it listed
$631,408,000 in total assets and $554,200,000 in total debts.  The
Debtors Plan became effective on October 19, 2004.


TOWER AUTOMOTIVE: Wants to Reject 11 Corydon Facility Leases
------------------------------------------------------------
As part of Tower Automotive Inc. and its debtor-affiliates'
ongoing operational restructuring, the Debtors have determined to
cease or consolidate operations at certain facilities, including
production facilities in Milwaukee, Wisconsin; Corydon, Indiana;
Belcamp, Maryland; and Fenton, Missouri.  As a result of these
operational restructurings, the Debtors have decided to reject
numerous equipment and real property leases that are no longer
necessary or beneficial.

By this motion, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's authority to reject 11 equipment
and real property leases related to their Corydon,
Indiana Facility, effective as of the Rejection Date applicable
to each Contract:

   Lessor             Description of Contract   Rejection Date
   ------             -----------------------   --------------
   LaSalle National   Schedule 1:                   06/30/2005
   Leasing Corp.      Powdercoat equipment

                      Schedule 2:                   07/15/2005
                      e-coat equipment

                      Schedule 3:                   06/17/2005
                      U-152 assembly
                      equipment

   Levee Lift, Inc.   Fork Lifts:                   06/30/2005
                      Numerous contracts for
                      9 separate pieces of
                      equipment

   Cardinal Carryor,  Fork lifts and other          06/30/2005
   Inc.               material handling
                      equipment: 30 pieces

   Harrison           Building lease:               10/01/2005
   Properties         Corydon manufacturing
                      site

   Fleet Capital      Schedule A:                   07/15/2005
                      hydroform presses

                      Schedule B:                   07/15/2005
                      Continental washers

   GE Capital &       Dodge Ram frame line "A"      07/15/2005
   General Foods      and "B"
   Credit Investors

   CRA, Inc.          Tow-tractor equipment         08/15/2005
                      lease

   Wells Fargo Bank   Building lease and            07/15/2005
   Northwest, NA      sublease agreement for
                      "Building 36"

   Corporate 44       Warehouse lease               08/31/2005
   Business Park
   Summit Realty
   Group

   Fidelity Federal   Two forklift leases           08/31/2005
   Savings Bank

   Tower Ventures,    Building lease                07/31/2005
   LLC

The Debtors further ask the Court to set a 30-day deadline for
any counter-party to a Rejected Lease to file a proof of claim
for rejection damages.

                            Objections

(1) National City

    National City Leasing Corporation is the assignee of
    Equipment Schedule No. 2 between LaSalle National Leasing
    Corporation and Tower Automotive Products Company, Inc.

    National City objects to the Debtors' request to the extent
    Schedule No. 2 will be rejected effective July 15, 2005.

    Amish R. Doshi, Esq., at Pitney Hardin LLP, in New York,
    asserts that the proper rejection date should be the later
    of either the Effective Date or the date Equipment 2 is
    surrendered to National City.  To have any other date as the
    rejection date would be inconsistent with Section 365 (a) of
    the Bankruptcy Code and may be subject to the Debtors' abuse.

    Accordingly, National City asks the Court to condition any
    order approving the rejection of Schedule 2 to specifically:

    -- direct the Debtors to reasonably cooperate for an orderly
       turnover of Equipment 2 to National City; and

    -- prohibit the Debtors from selling, dismantling,
       cannibalizing, or otherwise disposing of Equipment 2,
       without National City's consent.

(2) LaSalle

    LaSalle National Leasing Corporation and Tower Automotive
    Products are parties to a Master Lease Agreement dated
    December 28, 1999, pursuant to which Tower Automotive
    Products leased certain equipment from LaSalle.  The parties
    also entered into Equipment Schedule No. 1 and Equipment
    Schedule No. 3 under the Master Lease.

    LaSalle objects to the Debtors' request to the extent the
    rejection date should be June 30, 2005, for Schedule 1 and
    June 17, 2005, for Schedule 3.

    LaSalle asserts that the proper rejection date should be
    either the Effective Date or the date Equipment 1 and
    Equipment 3 are surrendered to LaSalle, whichever is later.
    Establishing any other date as the rejection date would
    violate Section 365(a) of the Bankruptcy Code, and may be
    subject to the Debtors' abuse.

                          *     *     *

Judge Gropper will continue the hearing to consider the Debtors'
rejection of the GE Capital and General Foods leases of the Dodge
Ram frame assembly lines to July 13, 2005.  The other equipment
and real property leases are deemed rejected as of the Effective
Dates proposed by the Debtors or the date the premises or
equipment are physically surrendered to the applicable Lessors.

The Debtors are authorized to enter into service agreements,
lease agreements, or other transitional agreements, without
further Court order, with the counter-parties to the Rejected
Contracts.  The Debtors are prohibited from dismantling, selling
or otherwise disposing of any of the Equipment that is subject to
a Rejected Contract with National City, LaSalle or Fleet Capital
without either prior consent of the Lessor or as may be fully set
forth in the Transition Agreements between the Debtors and the
applicable Lessor.

Judge Gropper directs the Debtors to cooperate with Fleet
Capital, National City and LaSalle regarding the negotiation and
implementation of an appropriate Transition Agreement.

Counter-parties to the Rejected Contracts must file proofs of
claim for rejection damages by July 15, 2005.  National City,
LaSalle and Fleet Capital have until 120 days after the effective
rejection date of their contracts to file claims.

The Debtors are further directed to:

   -- provide National City or LaSalle reasonable access to the
      Equipment at the Corydon Facility so that the Lessors'
      experts or other professionals can inspect the Equipment;

   -- allow the Equipment to remain in its present location for a
      reasonable time after the Effective Date, which will be
      explicitly limited to the period during which the Debtors
      continue to occupy the Corydon Facility; or

   -- sell or otherwise dispose of the Equipment at its present
      location.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.  
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Selling E-Coat System to Metalsa for $1,000,000
-----------------------------------------------------------------
On February 10, 2004, Tower Automotive Inc. and its debtor-
affiliates disclosed that production of their frame assembly for
the Dodge Ram light truck would relocate from their Milwaukee,
Wisconsin plant to Metalsa S. de R.L., in Monterrey, Nuevo Leon,
Mexico, as part of their plan to stop Dodge Ram frame production
in Milwaukee in July 2005.

However, Anup Sathy, Esq., at Kirkland Ellis LLP, in New York,
tells the U.S. Bankruptcy Court for the Southern District of New
York that the relocation will create an unnecessary surplus of
equipment in the Debtors' Milwaukee plant, including, but not
limited to, an Eisenhower Electric Coating System, an equipment
specifically designed and built to accommodate entire full-size
pickup truck frames.

Mr. Sathy says the E-Coat System poses a potential liability to
the Debtors if it cannot be sold to a third party.  The Debtors
estimate that it will cost several hundred thousand dollars to
drain the chemicals from the vats and to decommission and store
the E-Coat System.

After arm's-length negotiations, Metalsa agreed to purchase the
E-Coat System from the Debtors for $1,000,000, on an "as is,
where is" basis.  Metalsa will take responsibility for all costs
related to removing the system and site remediation.

Accordingly, the Debtors ask the Court to approve the Asset
Purchase Agreement for the sale of the E-Coat System to Metalsa
free and clear of liens, claims and encumbrances.

A copy of the Asset Purchase Agreement is available for free at:

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

The Debtors assert that the circumstances surrounding their
efforts to sell the E-Coat System warrant approval of the sale to
Metalsa without requiring a separate auction process.  The
Debtors believe it unlikely that there would even be another
bidder, much less one who would pay more than $1,000,000 for the
system.

The Purchase Price is also fair and reasonable.  The Debtors
sought an independent appraisal for the E-Coat System.  The
appraisal ascribed only a $150,000 liquidation value to the
asset.  This value is described as the amount that might be
"recovered through public competitive bidding at a "no minimum,
no reservation" auction which is properly advertised and
conducted under current economic and market conditions using a
professional auction company which has the relevant expertise in
marketing and merchandising of the subject property."  The
Debtors note that $1,000,000 is a premium for the E-Coat System
in the current market.

                          *     *     *

Judge Gropper approves the parties' Asset Purchase Agreement and
orders that, to the greatest extent possible under applicable
law, no liability will attach to or remain with the E-Coat System
on account of any liability, including without limitation, a tax
liability, existing as of the Closing for which the Debtors are
jointly or severally liable.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.  
-- http://www.towerautomotive.com/-- is a global designer and     
producer of vehicle structural components and assemblies used by  
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo.  Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components.  The Company and 25 of its debtor-affiliates filed
voluntary chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y.
Case No. 05-10576 through 05-10601).  James H.M. Sprayregen, Esq.,
Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq.,
and Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total
debts.  (Tower Automotive Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


TRICOM S.A.: CEO & President Carl Carlson Resigns from Posts
------------------------------------------------------------
Tricom, S.A. (OTC BB: TRICY.PK) disclosed that Carl Carlson has
left as the Company's Chief Executive Officer and President,
effective immediately.  

The Company's Board of Directors has selected Hector Castro Noboa,
Secretary and Vice-Chairman of the Board of Directors, to succeed
Mr. Carlson as CEO.  Mr. Carlson will continue to work with the
Company in a consulting role.

Hector Castro Noboa, 64, a member of Tricom's Board of Directors
since the Company's formation in 1988, will remain on the board.  
Mr. Castro has been Vice-Chairman and Executive Vice President in
a number of companies affiliated with GFN Corporation, the
Company's majority shareholder.  Mr. Castro has also held
positions in a number of financial institutions, including
Deutsche Sudamerikanische Bank, Citibank, and Banco Metropolitano.  
Mr. Castro, a former professor of international economics and
macroeconomics at Universidad Nacional Pedro Henriquez Urena, has
a degree in Business Economics from Madrid's Universidad
Complutense.

Tricom, S.A. -- http://www.tricom.net/-- is a full service  
communications services provider in the Dominican Republic.  The
Company offer local, long distance, mobile, cable television and
broadband data transmission and Internet services.  Through Tricom
USA, the Company is one of the few Latin American based long
distance carriers that is licensed by the U.S. Federal
Communications Commission to own and operate switching facilities
in the United States.  Through its subsidiary, TCN Dominicana,
S.A., the Company is the largest cable television operator in the
Dominican Republic based on its number of subscribers and homes
passed.

                        *     *     *

As reported in the Troubled Company Reporter on May 13, 2005,
Tricom, S.A. reported increases in revenues during the first
quarter of 2005.  The bad news is that recurring losses from
operations, impacted further by the recognition of impairment
losses of long-term assets and intangibles and a loss in the
disposal of the Central America operations, have led the Company
to default in its long and short-term debt commitments.  These
situations, among others, the Company says, raise substantial
doubt about its ability to continue as a going concern.

At March 31, 2005, Tricom's balance sheet showed a $214,972,000
stockholders' deficit, compared to a $195,733,000 deficit at
Dec. 31, 2004.


TROPICAL SPORTSWEAR: Ex-CEO & Shareholders Want to Continue Suit
----------------------------------------------------------------
William Compton, Tropical Sportswear Int'l Corp.'s former Chief
Executive Officer, and one of the defendants of a lawsuit
commenced by the shareholders, object to the Official Committee of
Unsecured Creditors' request to stay that litigation.

As reported in the Troubled Company Reporter on June 10, 2005, the
class action lawsuit pending in the U.S. District Court for the
Middle District of Florida (Case No. 8:03-CV-1958-T23TGW) was
commenced by Richard R. Reina and other shareholders against:

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

Gary W. Burns, of Bridge Associates, as trustee for TSLC I, Inc.,
-- the creditors' liquidating trust created under the chapter 11
plan -- will commenced an adversary proceeding against the same
parties under the same facts and allegations.

The Creditors Committee wanted the Shareholder Litigation stayed
until the Trustee Action is resolved.  The Creditors Committee
asserted that the assets, which the shareholders attempt to
recover through the litigation, are property of the Debtors'
estate, and any recoveries should flow to the debtors' creditors.

                     Not Part of the Estate

Mr. Compton's attorney, Lewis F. Murphy, P.A., at Steel Hector &
Davis LLP, in Miami Florida, tells the U.S. Bankruptcy Court for
the Middle District of Florida that shareholder recovery from the
litigation will be derived from the directors and officers'
insurance policy.  Mr. Murphy argues that the D&O proceeds are not
part of the Debtors' estates and should not be subjected to the
automatic stay.

                     Same Side of the Fence

The first time since the shareholder class action began, Mr.
Compton finds himself an ally in some of the plaintiffs, the
Alaska Laborers Employers Retirement Fund and Gregory S. Young and
Michelle L. Young.  The Fund and the Youngs argue that the
Liquidation Trust should not be allowed to take a "first drib" on
the recoveries from the Shareholder Action.  The Fund and the
Youngs agree with Mr. Compton that the proceeds from the D&O
policy, where the shareholders will get its recovery from, are not
part of the Debtors' estate.

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


UAL CORP: Wants Court Nod on $11 Mil. Deposit to Purchase Planes
----------------------------------------------------------------
UAL Corporation seek the U.S. Bankruptcy Court for the Northern
District of Illinois' permission to deposit $11,000,000
for the purchase of four Boeing 767-300ER aircraft and eight
Pratt & Whitney PW 4000 engines.

The deposit is 10% of the purchase price for the aircraft and
engines.  According to James H.M. Sprayregen, Esq., at Kirkland &
Ellis, in Chicago, Illinois, the deposit percentage is standard
in a transaction of this type and size.

The Debtors paid the deposit on June 6, 2005, to U.S. Bank as
Trustee.  The aircraft were originally financed before the
Petition Date through the Jets 1995A transaction.  Once the Court
allows the Debtors to make the deposit, they will ask for
permission to enter into a Letter of Intent that outlines the
aircraft purchase.

Mr. Sprayregen explains that the negotiating environment with the
Aircraft Trustees has changed since the Seventh Circuit ordered
the District Court to dissolve the injunction.  Although
negotiations have continued, the Debtors could not reach
agreement with the Trustees on the 1993A PTC aircraft and 1993C
PTC aircraft.  As a result, the Debtors had to return these
aircraft to the Trustees.  This return of aircraft strained the
Debtors' ability to fly their schedule and caused the suspension
of the Chicago-to-Buenos Aires, Argentina service.  

Mr. Sprayregen reports that the Debtors were successful in
negotiations with the holders of the JETS 1995A certificates.  
The Holders asked the Debtors to either restructure the lease
terms or purchase the aircraft outright.  The Debtors and the
Holders were too far apart on terms for restructuring the leases,
so they negotiated a purchase.

Mr. Sprayregen says that the Letter of Intent was structured to
induce the Holders to forbear from reclaiming the aircraft.  The
LOI also provides compensation for lost remarketing opportunities
during negotiations.  The Debtors' experts, Babcock & Brown,
advised that there is excess demand for the Boeing 767-300
aircraft.  Values for the aircraft have increased significantly
and the Holders have ready alternatives in the secondary market.  
Without the deposit, the Holders will shop the aircraft for
higher and better offers.

As of March 31, 2005, the Holders held $89,500,000 in
administrative claims, consisting of:

  a) $47,200,000 for claims under Sections 365(d)(10) and 503(b)
     of the Bankruptcy Code for the first 60 days of these
     proceedings;

  b) $26,800,000 for unperformed maintenance; and

  c) $15,500,000 for diminution of aircraft value.

As part of the sale transaction, the Debtors agree that nothing
will waive any rights, claims, or defenses with respect to the
administrative claims.  The Debtors also propose to allow the
Aircraft Trustees a $[285,250,000] unsecured claim with respect
to the deficiency claim.

Both sides are responsible for their own legal fees and other
transaction expenses.

Mr. Sprayregen says that the sale transaction may violate certain
terms and conditions under the DIP Credit Agreement, including
covenants regarding liens on cash collateral and capital
expenditures, and other debt and lien covenants.  The Debtors
have discussed the transaction with the Agent for the DIP Lenders
and remain "cautiously optimistic" that they will obtain the
necessary waivers or amendments.

The Court should approve payment of the deposit, states Mr.
Sprayregen.  Otherwise, the Debtors risk route disruption and
revenue loss.  Since the aircraft are optimized for international
service, they play an important role in the Debtors' fleet plan.  
If the Debtors have to return the aircraft, one international
route will be cancelled outright and three other international
routes will be impacted through a reduction in service.  This
would upset the travel plans of thousands of the Debtors'
customers, who would likely face difficulty rescheduling due to
the busy summer travel season and high load factors.

The transaction must close by July 16, 2005.  If the Debtors
cannot obtain the necessary approvals for the transaction, the
deposit will be forfeited.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the     
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 90; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Objects to KBC Bank's Request to Effect Set-Off
---------------------------------------------------------
Ronald R. Peterson, Esq., at Jenner & Block, in Chicago,
Illinois, asks the U.S. Bankruptcy Court for the Northern District
of Illinois to allow KBC Bank to set off the UAL Corporation and
its debtor-affiliates' funds that are held in a KBC Account
against the Debtors' unpaid prepetition aircraft lease payments.

KBC leased the Debtors two Boeing 737 aircraft, bearing Tail Nos.
955UA and 957UA.  The Debtors are obligated to pay rent for the
aircraft through 2016, when they will return the aircraft to KBC.  
Rent is scheduled to begin flowing to KBC on July 1, 2005.  The
Debtors must indemnify KBC from any loss of the tax benefits
flowing from aircraft ownership.

On December 12, 2002, Jeffrey T. Kawalsky, the Debtors' Vice
President and Treasurer, wrote to KBC that the Debtors would not
be fulfilling their obligations under the Leases.  Immediately
thereafter, Michael Curran, KBC's general counsel in New York
City, directed KBC's Belgium office to freeze the Debtors' funds
in the Account.  On December 18, 2002, KBC froze the Account,
which holds a balance of $228,685.

On June 4, 2004, the Debtors asked the Court for permission to
reject the Leases and abandon the aircraft.  The Court granted
the request.  As a result, KBC's Claim against the Debtors
aggregates $23,659,922.

Mr. Peterson tells Judge Wedoff that KBC's Claim qualifies for
set-off against the Debtors' claim to the frozen Account.  Each
party's claim arose prepetition.  The claims are between the same
parties, standing in the same capacity, and the same kind or
quality.  Moreover, the mutual claims are valid and enforceable
as they arose from a valid and enforceable contract.

                         Debtors Respond

Marc Kieselstein, Esq., at Kirkland & Ellis, in Chicago,
Illinois, denies that KBC's alleged prepetition claims qualify
for set-off against the funds held in the Account, as KBC has no
legal claim against the Debtors.  KBC is prohibited from setting
off the funds in the Account under the Special Purpose Doctrine
and the laches doctrine.  KBC has waived its right to set-off
funds held in the Pledge Account.

The Debtors ask the Court to deny KBC's request for authority to
effect a set-off.

Headquartered in Chicago, Illinois, UAL Corporation --  
http://www.united.com/-- through United Air Lines, Inc., is the     
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 88; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UNIFIED HOUSING: U.S. Trustee Wants Case Dismissed or Converted
---------------------------------------------------------------
The U.S. Trustee for Region 6 asks the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, to dismiss or
convert to a chapter 7 liquidation proceeding, the chapter 11 case
of Unified Housing of Kensington, LLC.

The U.S. Trustee tells the Court that the Debtor's case is
primarily a two-party dispute.  The Debtor filed for chapter 11 to
prevent General Electric Capital Corporation from foreclosing on
its collateral, the U.S. Trustee says.  GECC asked the Bankruptcy
Court for relief of the automatic stay but the Court denied its
request in February 2005.  The U.S. Trustee contends that the
Court's decision resolved this case.

Erin N. Schmidt, Esq., at Stinson Morrison Hecker LLP, counsel for
the U.S. Trustee, tells the Court that the Debtor has unreasonably
delayed the progress of this case.  Although, Unified Housing
filed a plan of reorganization in January it didn't file an
accompanying disclosure statement and no hearing date has been
set.  This, Ms. Schmidt says, constitute delay pursuant to 11
U.S.C. Section 1112(b)(3) that is prejudicial to creditors.

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


UNIFIED HOUSING: General Electric Files Disclosure Statement
------------------------------------------------------------
General Electric Capital Corporation, a secured creditor of
Unified Housing of Kensington, LLC, delivered a Disclosure
Statement explaining a proposed Plan of Liquidation to the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division.  

GECC asserts an $18.5 million claim against the Debtor.  Unified
Housing assumed the debt after it bought the Kensington Apartments
from ACLP Kensington Park, LP, in March 2004.  GECC's claim is
secured by liens, assignments and security interests on the
Kensington Apartments.

General Electric's Plan provides for:

     a) the sale of the Kensington Apartments to pay all allowed
        claims; or

     b) the Debtor to retain the apartments, assume GE's loan
        and pay GE's claim in accordance with the loan agreement.

                     The Sale Alternative

The sale contemplated in the Plan requires the Debtor to sell the
apartments not later than Dec. 31, 2005.  GE will get
$18.5 million from the sale proceeds and the rest will be
distributed to other allowed claim holders.  

If no sale is consummated by Dec. 31, the Plan will allow GECC to
foreclose on the property.  

                  The Assumption Alternative

Under the loan assumption contemplated in the Plan, the Debtor
will keep the apartments but it will reinstate the GECC Note and
Obligations.  The maturity of GE's loan and allowed claim will
occur on Jan. 1, 2011.

The Court will convene a hearing on July 18, 2005, at 1:30 p.m. to
discuss the adequacy of information contained in the Disclosure
Statement.

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

    http://www.researcharchives.com/bin/download?id=050620002939

Headquartered in Dallas, Texas, Unified Housing of Kensington,
LLC, filed for chapter 11 protection on July 29, 2004 (Bankr. N.D.
Tex. Case No. 04-47183).  John P. Lewis Jr., Esq., at Cholette,
Perkins & Buchanan, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed above $10 million in
estimated assets and debts.


URS CORPORATION: Moody's Lifts Proposed $350M Loan Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the credit ratings of URS
Corporation, with both the senior implied rating and the rating on
the proposed $650 million senior secured credit facility moving to
Ba1.  The rating action follows the company's recent announcement
that it completed a secondary public equity offering for net
proceeds of $131 million and used such proceeds along with cash on
hand to purchase 97.8% of its $130 million of 11.5% senior notes
due 2009.  The ratings on the senior notes have been withdrawn due
to the de minimis remaining balance outstanding. Today's rating
actions conclude the review for possible upgrade announced on June
8, 2005.  The ratings outlook is stable.

These ratings were upgraded:

   -- $300 million proposed senior revolver due 2010, upgraded to
      Ba1 from Ba2

   -- $350 million proposed senior term loan due 2011, upgraded to    
      Ba1 from Ba2

   -- Senior Implied, upgraded to Ba1 from Ba2

   -- Senior Unsecured Issuer, upgraded to Ba2 from Ba3

This rating was withdrawn:

   -- $130 million 11.5% senior notes, due 2009, Ba3 rating
      withdrawn

Moody's also affirmed the company's speculative grade liquidity
rating of SGL-1, reflecting the company's very good liquidity
profile.  The SGL-1 rating reflects:

   * Moody's expectation that URS will generate cash flow from
     operations well in excess of cash requirements;

   * have minimal borrowings under its revolving credit facility;
     and

   * maintain substantial cushion under its bank covenants.

The ratings upgrade reflects the significant improvement in credit
metrics after the recently completed equity offering and debt
retirement and the company's strong financial performance.  For
the twelve months ended April 1, 2005, pro forma for the equity
offering and debt retirement, free cash flow to debt improves to
about 24.9% from the 20.7% level actually achieved, total debt to
EBITDA improves to about 2.4x from 2.8x, and debt to total capital
improves to about 26.4% from 32.6%.

The company's financial performance has benefited from increased
federal government spending on defense and homeland security and,
in particular, spending on engineering and technical services and
operations and maintenance activities.  The ratings benefit from
URS's stable customer base, recurring revenue stream, and solid
order backlog (contract backlog of $3.7 billion as of April 1,
2005).  Moreover, the company's recent capital structure
transactions demonstrate URS's continued commitment to the
reduction of debt and leverage levels.

The ratings are constrained by:

   * URS's participation in a highly competitive and fragmented
     industry that exhibits relatively low barriers to entry;

   * modest EBITDA margins; and

   * significant utilization of working capital.

In addition, URS derives nearly half of its revenue from the
federal government including about 17% from one customer, the US
Army.  As a result, the company's revenues are exposed to changes
in spending policies by the federal government.  URS also derives
about one-fifth of total revenues from state and local
governments.  This market, although improving, has been affected
by budget deficits faced by state and local governments over the
past few years.  In addition, although the company's backlog is
significant, there is no guarantee such revenues will materialize.

The stable outlook anticipates that URS will continue to benefit
from federal government spending on engineering and technical
services, the continuing trend towards outsourcing, as well as
modestly improving finances at state and local governments.
Moody's expects that acquisitions are likely to remain modest in
size and to be funded in a way that maintains URS's dedication to
reduced debt and leverage.

The Ba1 rating on the proposed credit facility, notched at the
senior implied level, reflects the preponderance of senior debt in
the capital structure.  At the current ratings level, the credit
facility will be secured by a pledge of 100% of the common stock
of domestic subsidiaries.  If URS's ratings (as defined in the
credit agreement) fall two notches below investment grade, the
credit facility will be secured by substantially all of the assets
of the company and its material domestic subsidiaries.  If URS's
ratings rise to investment grade, the credit facility will become
unsecured.  Obligations under the credit facility will be
guaranteed by all material domestic subsidiaries of the company.
Financial covenants are expected to include minimum interest
coverage and maximum debt to total capital ratios and to be less
restrictive than those under the facility being replaced.

The ratings could be downgraded if the company's credit profile
weakens due to a sustained reduction in free cash flow
attributable to declining revenues or operating margins or a
lengthening of the cash conversion cycle.  A significant increase
in leverage due to a large acquisition, which would reflect a
change in financial policy, would also likely cause a downgrade.

The ratings could be upgraded if the company substantially reduces
leverage, expands its revenue base and demonstrates an improving
cash conversion cycle.

Based in San Francisco, California, URS Corporation is an
engineering firm that provides a range of services for:

   * professional planning,
   * design,
   * program and construction management, and
   * operations and maintenance.

Unaudited revenues for the twelve month period ended April 1, 2005
were approximately $3.5 billion.


US AIRWAYS: Workers Say Transaction Retention Plan Still Stinks
---------------------------------------------------------------
In a post-hearing brief, the Communications Workers of America,
AFL-CIO, repeats its request for Judge Mitchell to deny the US
Airways, Inc., and its debtor-affiliates' Transaction Retention
Plan.  The Debtors told the Court that the Transaction Retention
Plan is needed to retain essential management and salaried
employees during the entire strategic transaction process or other
change of control.

The Communications Workers of America, AFL-CIO, objected to the
first plan.  CWA asserted that the payments are unnecessary and it
sends a negative message.  As reported in the Troubled Company
Reporter on June 7, 2005, these parties-in-interest joined the
battle against the Debtors' request:

   * Association of Flight Attendants-CWA;  

   * The Air Line Pilots Association, International;

   * The International Association of Machinists and Aerospace
     Workers;

   * the United States Trustee for Region 4;

   * five US Airways employees; and

   * Dennis J. Harris, a US Airways shareholder.

The influx of objections prompted the Debtors to revise their
Transaction Retention Plan.

The Revised TRP further provides that:

  (a) The Senior Executive severance payments and bonus
      components will be calculated from reduced current salary
      levels, reducing the maximum severance payments to Senior
      Executives by $4,000,000;

  (b) Bruce Lakefield, the Debtors' CEO, will reduce from 300% to
      200% the applicable severance multiplier, and will waive
      the Long Term Incentive Plan component, equal to 125% of
      Base Salary, of his severance;

  (c) In a liquidation, the Senior Executives' severance pool
      will be capped at $8,500,000;

  (d) Senior Executives entitled to receive 50% of severance,
      must remain in their positions for 30 days after declining
      the offer of continued employment to permit the reorganized
      company to locate a replacement;

  (e) Senior Executives will waive any other contractual claims
      arising out of termination of their agreements;

  (f) The five Senior Executives who earned lifetime benefits as
      part of the United Airlines merger discussions will retain
      travel benefits but not lifetime medical benefits.  Their
      medical benefits will be limited to regular Senior
      Executive medical benefits plus secondary health coverage
      through age 65;

  (g) The Debtors will not make the $410,000 restoration funding
      portion of the Unfunded Executive Defined Contribution Plan
      and will not make severance payments under the EDCP in a
      liquidation;

  (h) In a liquidation, the Debtors will cap severance payments
      to Salaried and Management employees at $15,000,000,
      inclusive of payments under the Discretionary Pool; and

  (i) The Debtors will provide notice to the Committee when they
      commit to pay $250,000 from the Discretionary Pool, and
      again at each $250,000 interval thereafter.

Under the Revised TRP, many Senior Executives will forego over
60% of the severance they were entitled to under existing
agreements.  Mr. Hazan notes that Mr. Lakefield was entitled to
over $4,000,000 in severance pursuant to his existing employment
contract.  Under the Revised TRP, Mr. Lakefield's potential
severance payment has been reduced to $1,700,000.

                Communications Workers Not Moved

Daniel M. Katz, Esq., at Katz & Ranzman, in Washington, D.C.,
calls the TRP a "lavish attempt to enrich the executive and
management personnel of the Debtors."  Mr. Katz asserts that even
with the modifications, the TRP does not satisfy the business
judgment test.  Moreover, the Debtors' prepetition management
employee and managing director severance policies expressly state
that no employee should receive severance payments for
termination due to a change of control.  The Debtors have not
demonstrated that any of the employees are essential to the
merger, that any will terminate their employment due to the
merger unless they receive a severance payment, nor that the
Debtors will fail if they leave.

Mr. Katz takes issue with the Debtors' addition of a change of
control provision into the documents.  Inserting a change of
control provision nearly eight months after the Petition Date,
and 10 days before announcement of the proposed change of control
transaction, shows "that these modifications are aimed at lining
management's pockets," Mr. Katz asserts.

Mr. Katz insists that despite the Debtors' concessions, the
revised TRP is still too expensive.  Under the revised TRP, the
theoretical maximum payout is still approximately $50,000,000 if
the merger with America West is completed.  If there is only a
33% termination rate, the TRP will still pay out approximately
$20,000,000.  For a two-time bankruptcy debtor that has tapped
its workers for more than $1,000,000,000 a year in pay and
benefit cuts, the proposed payments under the TRP are
"unconscionable," Mr. Katz says.

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)


USG CORP: Equity Panel Wants to Hire Morris Nichols as Counsel
--------------------------------------------------------------
The Statutory Committee of Equity Security Holders in USG
Corporation and its debtor-affiliates' chapter 11 cases seeks
Judge Fitzgerald's authority to retain Morris, Nichols, Arsht and
Tunnell as its local counsel, nunc pro tunc to May 14, 2005.

Thomas B. Walper, Esq., on behalf of the committee chair,
Berkshire Hathaway Inc., states that Morris Nichols is well
qualified to represent the Equity Committee in the Debtors'
Chapter 11 cases because of the firm's expertise, extensive
experience, knowledge practicing before the Court, as well as its
proximity to the Court, and its ability to respond quickly to
emergency hearings and other urgent matters.

As the Equity Committee's counsel, Morris Nichols will:

   (a) take all necessary actions to protect the Equity
       Committee's rights and interest with respect to the
       Debtors' Chapter 11 cases;

   (b) assist the Equity Committee with respect to its
       organization, the conduct of its business and meetings,
       the dissemination of information to its constituency, and
       other matters deemed necessary to facilitate the
       administrative activities;

   (c) attend the Equity Committee's meetings;

   (d) prepare all necessary documents in connection with the
       Debtors' cases;

   (e) represent and advise the Equity Committee in connection
       with any Chapter 11 plan and related matters;

   (f) confer with the Debtors, the statutory committees and
       their counsel, and other professionals engaged by the
       Equity Committee;

   (g) review the Debtors' activities and matters concerning the
       treatment of their equity interests;

   (h) attend to the inquiries of the Equity Committee members;

   (i) perform all necessary legal services in connection with
       the pending asbestos claims estimation litigation in the
       Debtors' cases, and other litigation as may be directed by
       the Equity Committee; and

   (j) represent the Equity Committee in any contested matter or
       adversary proceeding in the Debtors' cases affecting or
       concerning:

       -- the treatment of equity interests, whether under a
          Chapter 11 plan or otherwise;

       -- the Equity Committee's power and duties; and

       -- the application for and payment of the expenses
          incurred by the Equity Committee members.

Morris Nichols will be paid in accordance with its customary
hourly rates in effect from time to time:

              Partners                $400 to $585
              Associates              $220 to $380
              Paraprofessionals           $165
              Case clerks                 $100

The firm will also be reimbursed for necessary out-of-pocket
expenses incurred.

At the present time, the attorneys principally responsible for
the Equity Committee's representation and their current hourly
rates are:

          Robert J. Dehney (partner)         $550
          Daniel B. Butz (associate)          260
          Curtis S. Miller (associate)        245
          Joanna F. Newdeck (associate)       220

Morris Nichols partner Robert J. Dehney, Esq., assures the Court
that the firm does not hold or represent any interest adverse to
the Debtors' estates or their creditors, and is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading    
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts. (USG
Bankruptcy News, Issue No. 89; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VAN-ACTION: Savaria Acquires All Assets for $1.4 Million
--------------------------------------------------------
Savaria Corporation (TSX:SIS) acquired all of Van-Action, Inc.'s
assets for $1.4 million via Samson Belair/Deloitte & Touche, Van-
Action's bankruptcy trustees.

"We are proud to have acquired the assets of Van-Action, whose
activities compliment our mission and our growth strategy", states
Marcel Bourassa, President & CEO of Savaria.  "Without delay, we
will re-establish Van-Action's activities, which employs
approximately one hundred employees.  Mr. Jean-Francois Viau and
Mr. Marcel Tremblay will hold respectively the positions of
General Manager and Director of Research & Development of the Van-
Action division of Savaria.  They will be supported by Claude
Dumoulin, Production Director, who occupies the same functions at
Savaria and held the same position at the GM auto assembly plant
in Ste.Therese and by Mr. Michel Dube, semi-retired, having ended
his career as a Vice-President of the TD Bank.

Mr. Viau states, "Due to Savaria's solid financial resources, its
management and marketing expertise and its vast dealer network, we
are very confident to rapidly regain the confidence of our
customers and our position as a Canadian leader".

"Whether in sales or management, our synergies are many and we are
very confident to quickly render our new division profitable.
Consequently, as this acquisition was a cash transaction, it
should contribute to the growth of our earnings per share in this
current fiscal year", states Mr. M. Bourassa.

Savaria Corporation -- http://www.savaria.com/-- is one of North  
America's leading accessibility companies.  Savaria designs,
manufactures and distributes eight products, meeting the needs of
people with mobility challenges, including stairlifts, vertical
and inclined platform lifts and elevators for residential use, all
of which are manufactured in our new plant in Laval, Quebec.
Savaria also adapts vehicles for the physically challenged.
Savaria's products are sold through a network of over 300
retailers, 61% from the United States, 37% from Canada and 2% from
Europe.  Savaria employs approximately 200 people and its shares
(SIS) are traded on the Toronto Stock Exchange.

In operation till mid May 2005, Van-Action Inc. was the most
important Canadian enterprise engaged in converting and adapting
vehicles for the physically handicapped.  For over 20 years, they
primarily offered mini-vans with lower floors and vans with higher
ceilings, ideal for transporting persons in wheelchairs.  They
also distributed and installed platform elevators, motorized
winches, assorted manual commands and other accessories to
facilitate the movement of mobility restricted individuals.
Located in Ville St. Laurent (Quebec), Van-Action has generated
revenues of $12.7 million in 2004.


VARIG S.A.: Brazilian Court Grants Interim Stay Order
-----------------------------------------------------
Judge Alexander dos Santos Macedo of the Commercial Bankruptcy and
Reorganization Court in Rio de Janeiro, Brazil, issued an interim
order on June 17, 2005, pursuant to the New Bankruptcy and
Reorganization Law of Brazil that prohibits VARIG's 29 Aircraft
Lessors from seizing, repossessing or otherwise interfering with
VARIG, S.A., and its affiliates' leased aircraft.

A copy of the Brazilian Court's Interim Order dated June 17, 2005,
is available at no charge at:

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

The leases are important to the Debtors' continued operations.  
"The seizure of aircraft would cause inestimable loss to the
[Debtors]," Sergio Bermudes, Esq., at Escritorio de Advocacia
Sergio Bermudes, in Rio de Janeiro, Brazil, told the Court.

The Debtors have also requested judicial reorganization, which
includes a stay or injunction for 180 days prohibiting actions by
creditors to enforce rights and remedies on account of their
claims.  The Brazilian Court has yet to rule on the request.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.  
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.  

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Each of the Debtors' Boards of Directors
authorized Vicente Cervo as foreign representative.

In this capacity, Mr. Cervo filed a Sec. 304 petition on June 17,
2005 (Bankr. S.D.N.Y. Case Nos. 05-14400 and 05-14402).  Rick B.
Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP represents
Mr. Cervo in the United States and Sergio Bermudes, Esq., in
Brazil.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (Varig Bankruptcy News, Issue No. 01; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


W.R. GRACE: MDEP Holds $700,298 Allowed Unsecured Claim
-------------------------------------------------------
The Massachusetts Department of Environmental Protection
previously filed claims against W.R. Grace & Co., its debtor-
affiliates, asserting liability to the Commonwealth of
Massachusetts in connection with environmental contamination at
certain sites throughout the Commonwealth, pursuant to federal and
state laws and regulations, including the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980.
The MADEP Claims set forth general unsecured prepetition
liquidated claims totaling $799,419 and also provided notice of
the Debtors' other contingent, unliquidated and estimated
environmental liability to the Commonwealth.  The Debtors have
objected to the MADEP Claims on various grounds.

Moreover, the Court has approved a settlement between the Debtors
and the Massachusetts Department of Revenue under which the
Revenue Department owes the Debtors a $1,292,340 tax refund, plus
interest for corporate excise taxes paid for the 1986 tax year.

In addition, the MADEP sought to lift the automatic stay to
effect a set-off of the amount allegedly owed by the Debtors for
the MADEP's liquidated prepetition general unsecured claims
against the Tax Refund.

Consequently, the parties engaged in certain discovery and have
reached an agreement on the allowed amount of MADEP's liquidated
prepetition general unsecured claims, but have not reached an
agreement on the requested set-off nor on the contingent,
unliquidated, and estimated environmental liability identified in
the MADEP Claims.

Accordingly, in a Court-approved stipulation, the Parties
stipulate that:

    (a) MADEP Claim No. 12849 will be allowed as an unsecured,
        prepetition, non-priority claim against the Debtors for
        $700,298.  The Allowed Claim is apportioned in this
        manner:

          (i) Former Zonolite Plant Site -- $42,293;

         (ii) W.R. Grace Plant Superfund Site -- $623,525;

        (iii) Wells G&H, in Woburn, MA, Source Area and Central
              Area -- $4,334;

         (iv) Blackburn & Union Privileges Site -- $5,981; and

          (v) MMR Pipeline Site -- $24,165.

    (b) Claim Nos. 12848 and 13847 will each be withdrawn.
        However, to the extent that the Debtors' Plan of
        Reorganization does not provide for substantive
        consolidation, Claim Nos. 12848 and 13847 will be
        reinstated, and MADEP will be entitled to pursue all
        asserted claims.

    (c) The Debtors will direct their Claims Agent, Rust
        Consulting Inc., to mark the Official Claims Register to
        reflect that Claim No. 12849 is allowed and that all other
        contingent, unliquidated, or estimated prepetition or
        postpetition claims or amounts included in that claim
        remain unresolved, and that Claim Nos. 12848 and 13847 are
        withdrawn.

    (d) The MADEP will retain its right to assert that the Allowed
        Claim may be set off against the Tax Refund and the
        Debtors retain their right to oppose the set-off.  Within
        45 days of the later of the Court's approval of the
        Stipulation or the execution of the settlement agreement
        between the Debtors and the Revenue Department
        establishing the exact amount of the Tax Refund, the
        Revenue Department will pay the Debtors the difference
        between the Tax Refund and the Allowed Claim, and MADEP
        will not seek to set off any additional amounts owed to
        the Debtors by the Revenue Department from the prepetition
        tax refunds.  The Revenue Department may also pay the
        amount of the Tax Refund equal to the Allowed Claim into
        an account to be held in escrow until the setoff issue is
        resolved.

    (e) The MADEP Stay Relief Motion will be set for further
        hearing by the Court on June 27, 2005.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 87; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WEIRTON STEEL: Court Denies D. Powell's Request for Rule 2004 Exam
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of West
Virginia has received a Notice of Rule 2004 Examination filed by
David Powell.  The Court notes that Mr. Powell filed numerous
documents in Weirton Steel Corporation's case and that none of
the documents have pertained to matters before the Court in
Weirton's case.

Accordingly, Judge Friend denies and strikes Mr. Powell's Notice
of Rule 2004 Examination from the record.

Headquartered in Weirton, West Virginia, Weirton Steel Corporation
was a major integrated producer of flat rolled carbon steel with
principal product lines consisting of tin mill products and sheet
products.  The company was the second largest domestic producer of
tin mill products with approximately 25% of the domestic market
share. The Company filed for chapter 11 protection on May 19,
2003 (Bankr. N.D. W. Va. Case No. 03-01802).  Judge L. Edward
Friend, II administers the Debtors' cases.  Robert G. Sable, Esq.,
Mark E. Freedlander, Esq., David I. Swan, Esq., James H. Joseph,
Esq., at McGuireWoods LLP, represent the Debtors in their
liquidation.  Weirton sold substantially all of its assets to
Wilbur Ross' International Steel Group.  Weirton's confirmed Plan
of Liquidation became effective on Sept. 8, 2004. (Weirton
Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WESTPOINT STEVENS: Wants to Walk Away from Central Valley Lease
---------------------------------------------------------------
Westpoint Stevens, Inc., and its debtor-affiliates operate an
outlet store at 660 Bluebird Court in Central Valley, New York,
pursuant to a Lease, dated September 23, 1993, with Woodbury
Common Partners, as predecessor-in-interest to Chelsea Property
Group.  The Debtors lease 8,840 square-feet in the outlet center
known as "Woodbury Commons" at an annual cost of $25 per square
foot plus certain promotional fees and other charges.  The Central
Valley Lease is not due to expire until November 30, 2011.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, in New
York, relates that the Debtors were recently approached by the
Landlord with an extremely lucrative offer to relocate the
Central Valley Store to one of the Landlord's other premium outlet
centers known as "Edinburgh Premium Outlets" in Edinburgh,
Indiana.  Edinburgh Premium Outlets is located within driving
distance of four major metropolitan areas, and maintains an
impressive tenant list and considerable foot traffic.

After extensive, arm's-length negotiations, the Debtors reached an
agreement in principle with the Landlord to relocate the
Central Valley Store to the Edinburgh Premium Outlets, effective
January 1, 2006, in exchange for a package worth over $470,000.  
Pursuant to the agreement, the Landlord will pay the Debtors:

    (i) $100,000 in cash to terminate the Central Valley Lease;

   (ii) $30,000 in cash for store closing expenses; and

  (iii) $20,000 for severance payments.

In addition, the Landlord will reduce the Debtors' rental
obligations at their outlet store in Allen, Texas, which will
result in savings of $120,000 in rent for 2005.  The Landlord has
also agreed to pay the Debtors up to $200,000 for capital
improvements and labor at the new Edinburgh store.

In accordance with the proposed lease of the store in the
Edinburgh Premium Outlets, the Debtors will lease approximately
10,000-square feet for a five-year term with an option to renew
for one additional five-year term.  Rent under the proposed
Edinburgh Lease will be $12 per square foot, plus additional rent
if certain sales thresholds are met.  The Debtors have been
advised that these terms are extremely favorable and below market
rates, and anticipate that profits from the Edinburgh store will
substantially exceed their current profits at the Central Valley
Store.

In addition, the Landlord has agreed to cap its damages stemming
from a breach of the Debtors' obligations under the Edinburgh
Lease to the lesser of 18 months' rent or the Landlord's actual
damages after mitigation.  The Edinburgh Lease also permits the
Debtors to assign the lease to a purchaser of substantially all of
their assets.

While the proposed rejection of the Central Valley Lease and
relocation to the Edinburgh store will not take effect until
January 1, 2006, the Landlord has required an early commitment to
the proposal to provide a sufficient period of time to locate a
replacement tenant at Woodbury Commons.

Pursuant to the Edinburgh Lease, the Debtors will also pay a
percentage rent equal to 4% of their gross sales in excess of
$2,500,000 per year.  This provision provides incentive for the
Landlord to attract more customers to the shopping center and, in
turn, boost the Debtors' sales.

Thus, the Debtors seek the Court's authority to:

   -- reject the Central Valley Lease, effective December 31,
      2005; and

   -- enter into the Edinburgh Lease.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc., --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WILBRAHAM CBO: Fitch Holds Junk Ratings on 3 Note Classes
---------------------------------------------------------
Fitch Ratings affirms two classes of notes issued by Wilbraham
CBO, Ltd.  These affirmations are the result of Fitch's review
process.  These rating actions are effective immediately:

     -- $122,636,161 class A-1 notes affirmed at 'AA';
     -- $19,000,000 class A-2 notes affirmed at 'BBB-';
     -- $8,630,422 class B-1 notes remain at 'CC';
     -- $25,244,800 class B-2 notes remain at 'CC';
     -- $28,832,064 class C notes remain at 'C'.

Wilbraham is a collateralized debt obligation managed by David L.
Babson & Company Inc., which closed July 13, 2000.  Wilbraham is
composed of high yield bonds and loans.  Included in this review,
Fitch discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  In
addition, Fitch conducted cash flow modeling utilizing various
default timing and interest-rate scenarios to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Since the last rating action, the credit quality of the portfolio
supporting Wilbraham has experienced deterioration.  Wilbraham
holds a $3.5 million dollar exposure to Collins & Aikman, which
recently defaulted.  In addition, there are also exposures to the
airline industry that warrant concern.  However, the decline in
collateral credit quality has been effectively neutralized by the
increase in credit enhancement generated from the deleveraging of
Wilbraham's structure.

Wilbraham continues to fail its interest coverage tests, and thus
excess interest proceeds are being applied to redeem the principal
of the class A-1 notes.  Since the last review, the class A-1
notes have paid down 21.31% of the original balance of the note,
or $53.7 million.  Currently, approximately 48.6% of the original
class A-1 notes remain outstanding.

The class B notes will not receive interest payments until the
class A coverage tests are corrected.  As of the May trustee
report, the class A interest coverage test was 80.7% relative to a
minimum required level of 135%.  In cash flow modeling
simulations, the class B notes continue to capitalize interest for
the next several payment periods; however, under a benign default
environment, modest recovery appears likely.  The class C notes
will likely receive no future cash flow.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the notes still reflect the current
risk to noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.  Additional deal information and
historical data are available on the Fitch Ratings web site at
http://www.fitchratings.com/. For more information on the Fitch  
VECTOR model, see 'Global Rating Criteria for Collateralized Debt
Obligations,' dated Sept. 13, 2004, available on the Fitch Ratings
web site at http://www.fitchratings.com/


WILLIAMS PRODUCTION: Moody's Raises Corporate Family Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service raised the long-term debt ratings of
Williams Production RMT Company.  Moody's raised RMT's Corporate
Family Rating (previously called the Senior Implied rating) to Ba3
from B2, its Senior Secured Bank Credit Facility rating to Ba3
from B1 and its Senior Unsecured rating to B1 from B3.  This
action reflects the ongoing progress that The Williams Companies,
Inc. (Williams, Ba3 Corporate Family Rating) has made in its
domestic exploration and production business through RMT,
including:

   * production and reserves growth,
   * competitive finding and development costs, and
   * improved leverage.

This action concludes the review begun March 24 that reflected
improvement at Williams E&P but needed further analysis of RMT's
performance specifically.  The outlook is stable.

Reserves and Production Characteristics -- RMT grew total proved
reserves 17% to 355 million boe during 2004 while total proved
developed reserves increased 29% to 138 MMboe, both as a result of
an active development drilling program.  Total production
increased by 13% in 2004 over 2003 driven by a 31% increase in
production from the Piceance Basin.  RMT's production is expected
to increase another 18% in 2005, with a 34% increase in Piceance
production offsetting declining Powder River Basin production.

While RMT's reserves and production volumes are consistent with a
Ba3 rating, we note that RMT has a significant amount of proved
undeveloped reserves, with PD reserves representing only 39% of
total proved reserves.  RMT would need to grow its PD reserves
volumes closer to 200 MMboe for continued improvement in the
rating.  RMT's reserves should grow from already approved 10-acre
spacing in much of its Piceance holdings, adding another
1.4 billion cubic feet per well of recoverable gas.

However, this level of infill drilling is indicative of the degree
of reservoir heterogeneity and the need for more wellbores.  We
also note the technology required to recover these reserves,
including directional and horizontal drilling as well as more
complex completion techniques, all of which serves to heighten
concerns over ultimate recovery.  Another restraint to RMT's
rating is the high degree of concentration in two basins with
about three-fourths of reserves and production in the Piceance.

Re-investment Risk -- RMT has had strong organic reserves
replacement at F&D costs competitive with higher rated peers.  RMT
replaced 354% of its 2004 production, following 237% replacement
in 2003, and its three-year all-sources replacement was 243%.  
RMT is currently drilling with 13 rigs in the Piceance and, with
its large drilling inventory, we would expect continued strong
reserves replacement.  Importantly, RMT has maintained peer group
leading F&D costs, with a three-year all-sources F&D of $4.89 per
boe.  The company's leading edge 2004 drillbit F&D was $4.95 per
boe.  

Going forward, we expect RMT's F&D costs to rise as a result of
increasing drilling dayrates and higher oilfield services costs.
In addition, we note that much of RMT's reserves additions in the
past three years, which contributed to the strong reserves
replacement rate and lower F&D costs, were in the PUD category.
This means RMT will need to spend additional capital dollars to
convert these reserves to PD without any change in total proved
reserves, leading to higher F&D costs.  RMT has contracted with
drilling contractor Helmerich & Payne for ten new rigs for a term
of three years.  These rigs are expected to begin coming on line
at the rate of about one per month starting in November 2005.
Higher drilling activity will result in RMT drilling 450 Piceance
wells in 2006, up from its earlier plan of 325 wells, with 2007
drilling up to 500 wells from an original 350.  Increased drilling
should lead to greater development of PUD reserves and higher
production, but we note the material increase in capital spending
required for this program.  RMT will need to maintain capital
discipline and F&D costs consistent with its higher rated Ba peers
before consideration of a further rating increase.

Operating and Capital Efficiency -- RMT's full-cycle costs,
including cash costs and three-year F&D, were $15.87 per boe in
2004, down from $28.86 in 2003, which had reflected significantly
higher interest expense.  RMT's cash margin improved to $15.09 in
2004, reflecting higher realized prices per boe as lower priced
natural gas hedges rolled off and dramatically lower interest
expense as higher priced debt incurred in Williams' 2002
restructuring was repaid.  RMT's cash margin should continue to
benefit from the current high commodity price environment,
although we note the company will need to continue managing its
cost structure as well.  The combination of stronger cash margins
with the lower F&D described above led to a leveraged full-cycle
ratio, a measure of cash on cash return, of 3.1x in 2004.  This is
currently higher than most Ba3 rated peers and will need to be
maintained at around 3x for consideration of a higher rating.

Leverage and Cash Flow Coverage -- RMT's leverage, as measured by
debt to PD reserves, dropped from $6.09 per PD boe at the end of
2003 to $3.79 at year end 2004.  Williams tendered for the senior
unsecured notes at RMT in 2004, reducing total debt from
$650 million to $524 million.  Debt plus future development
capital to total proved reserves did not improve as much, dropping
from $5.71 to $5.47 per proved boe, reflecting higher expected
development costs.  While Williams has not committed to additional
debt repayment, prepaying the RMT term loan is a logical place for
Williams to continue its deleveraging.  We would expect RMT's
leverage to improve as its PD and total proved reserves grow,
while maintaining or reducing debt levels.

Rating Notching -- The senior secured term loan is rated the same
as the corporate family rating at Ba3 as it represents the
preponderance of debt in the capital structure.  The senior
unsecured notes are rated a notch lower at B1 reflecting the lack
of security and the ability of the banks to receive preferential
treatment.

Williams RMT's Ba3 corporate family rating reflects:

   * its long-lived natural gas reserves;

   * growing production rates;

   * consistent organic reserves replacement at competitive F&D
     costs; and
   * improving leverage.  

The rating also considers:

   * the company's geographic concentration;
   * significant proportion of PUD reserves;
   * increasing development capital spending; and
   * complicated corporate structure as part of Williams E&P.

The stable outlook reflects Moody's expectation of:

   * production and reserves, particularly PD reserves, growth;
   * continued strong reserves replacement at competitive F&D
     costs;
   * a leveraged full-cycle ratio in the 3x range; and
   * improving leverage on a PD and total proved boe basis.

RMT's rating could move up through a combination of:

   * greater PD reserves closer to 200 Mmboe;

   * consistently increasing annual production to around 25 Mmboe;
     and

   * lower leverage, while maintaining its cost structure and
     leveraged full-cycle ratio.

Declining production and reserves, materially higher costs, cash
or F&D, leading to a leveraged full-cycle ratio closer to 2x or
higher leverage could lead to a negative outlook.

RMT is an indirect wholly owned subsidiary of Williams that owns
and operates natural gas properties in the Piceance Basin of
western Colorado and the Powder River Basin of northeastern
Wyoming.  These two basins represented 71% of Williams E&P's year
end 2004 total domestic proved reserves and 72% of Williams E&P's
2004 domestic natural gas production.

Ratings affected include those of Williams Production RMT Company.

Williams Production RMT Company, an indirect wholly owned
subsidiary of The Williams Companies, Inc., is an independent
exploration and production company headquartered in Tulsa,
Oklahoma.


WMC MORTGAGE: Loss Expectations Prompt Fitch to Affirm Junk Rating
------------------------------------------------------------------
Fitch Ratings has taken rating actions on these WMC Mortgage Loan
Trust issues:

   Series 1997-1

     -- Class M-1 upgraded to 'AA+' from 'AA';
     -- Class M-2 affirmed at 'A-';
     -- Class B remains at 'CCC'.

   Series 1997-2

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'B'.

   Series 1998-1

     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'B'.
  
   Series 1999-A

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class M-3 affirmed at 'BBB'.

   Series 2000-A

     -- Class A affirmed at 'AAA';
     -- Class M-1 affirmed at 'AA';
     -- Class M-2 affirmed at 'A';
     -- Class B affirmed at 'BBB'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by WMC Mortgage Corp.  The mortgage
loans consist of fixed-rate and adjustable-rate mortgages extended
to sub-prime borrowers and are secured by first liens, primarily
on one- to four-family residential properties.

The upgrade reflects a substantial increase in credit enhancement
relative to future loss expectations and affects approximately
$2.82 million of outstanding certificates.  The affirmations
reflect CE consistent with future loss expectations and affect
approximately $82 million of outstanding certificates.  As of the
May 2005 distribution date, the transactions are seasoned from a
range of 61 to 93 months, and the pool factors (current mortgage
loan principal outstanding as a percentage of the initial pool)
range from approximately 2.84% (series 1997-2) to 10.32% (series
1999-A).

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


YUKOS OIL: Moscow Court Orders Yukos Unit to Pay Back Taxes
-----------------------------------------------------------
The Moscow Arbitration court confirmed a RUB8.7 billion back tax
bill against Yukos Oil subsidiary Samaraneftegaz, but reduced it
by RUB50 million, according to Kazinform.

Samaraneftegaz is facing tax claims for 2001 to 2003.  In May
2005, the unit has been served with a RUB8 billion tax demand for
2001, which was reduced by RUB910 million.

Samaraneftegaz is accused of illegally benefiting from tax
exemptions by selling oil at low prices to companies registered
in the tax haven of the Evenkia region.

According to Interfax, the Moscow Arbitration Court has compelled
Samaraneftegaz to pay RUB3 billion for 2003 back taxes.

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.  On
Feb. 24, 2005, Judge Letitia Z. Clark dismissed the Chapter 11
case.  (Yukos Bankruptcy News, Issue No. 22; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  

                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Airgate PCS Inc.        PCSA        (94)         299       86
Akamai Tech.            AKAM       (111)         202       75
Alliance Imaging        AIQ         (54)         608       14
Amazon.com Inc.         AMZN       (162)       2,472      720
AMR Corp.               AMR        (697)      29,167   (2,311)
Atherogenics Inc.       AGIX        (54)         254      235
Blount International    BLT        (238)         434      115
Biomarin Pharmac        BMRN        (90)         181        3
CableVision System      CVC      (2,035)      11,141      410
CCC Information         CCCG       (113)          93       21
Centennial Comm         CYCL       (486)       1,467      124
Choice Hotels           CHH        (204)         276      (23)
Cincinnati Bell         CBB        (593)       1,919       (8)
Clorox Co.              CLX        (346)       3,756     (158)
Compass Minerals        CMP         (69)         707      139
Conjuchem Inc.          CJC         (22)          32       28
Delta Airlines          DAL      (6,352)      21,737   (2,968)
Deluxe Corp             DLX        (150)       1,556     (331)
Denny's Corporation     DENN       (263)         496      (82)
Domino's Pizza          DPZ        (526)         450       26
Eagle Hospitality       EHP         (26)         177      N.A.
Echostar Comm-A         DISH     (1,830)       6,579      148
Flow Intl. Corp.        FLOW         (9)         136       (3)
Foster Wheeler          FWLT       (520)       2,140     (213)
Freightcar Amer.        RAIL        (23)         208        8
Graftech International  GTI         (35)       1,029      265
ICOS Corp               ICOS        (38)         285      170
IMAX Corp               IMAX        (40)         235       24
Investools Inc.         IED         (16)          56      (36)
Isis Pharm.             ISIS       (104)         176       61
Knoll Inc.              KNL          (3)         570       67
Lodgenet Entertainment  LNET        (72)         287       22
Maytag Corp.            MYG         (78)       2,954      380
McDermott Int'l         MDR        (232)       1,450       34
McMoran Exploration     MMR         (24)         405      143
Neff Corp.              NFFCA       (43)         270        6
Nexstar Broadc - A      NXST        (30)         700       16
Northwest Airline       NWAC     (3,273)      13,821    (1,204)
NPS Pharm Inc.          NPSP        (57)         351      261
ON Semiconductor        ONNN       (363)       1,112      237
Owens Corning           OWENQ    (8,271)       7,671    1,250
Primedia Inc.           PRM        (777)       1,883      164
Quality Distrib.        QLTY        (29)         386       15
Qwest Communication     Q        (2,564)      24,129      469
Revlon Inc. - A         REV      (1,065)       1,155       99
RH Donnelley            RHD        (127)       3,972      (57)
Riviera Holdings        RIV         (27)         223        5
Rural/Metro Corp.       RURL       (184)         221       18
SBA Comm. Corp. A       SBAC       (104)         854        9
Sepracor Inc.           SEPR       (351)         974      605
St. John Knits Inc.     SJKI        (52)         213       80
Tivo Inc.               TIVO         (1)         151       48
US Unwired Inc.         UNWR        (84)         413       45
Vector Group Ltd.       VGR         (31)         505      152
Vertex Pharm.           VRTX         (8)         484      202
Vertrue Inc.            VTRU        (50)         451      (81)
Viropharma Inc.         VPHM        (32)         101       94
Warner Music Group      WMG        (137)       4,742     (506)
WR Grace & Co.          GRA        (629)       3,464      876

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                *** End of Transmission ***