TCR_Public/050622.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, June 22, 2005, Vol. 9, No. 146      

                          Headlines

A.B. DICK: Gets Court Okay to Hire TRG to Wind Down Business
AFFINIA GROUP: Weak Performance Prompts S&P to Watch Ratings
AGILYSYS INC: Will File Annual Report by June 29
AMERICAN BUSINESS: Files Final Report on Chapter 11 Obligations
ARTISTDIRECT INC: Operating Losses Trigger Going Concern Doubt

ASPEN TECH: Retires $56.7 Million of Convertible Debt
AST SPORTS: Creditors Must File Proofs of Claim by June 30
ATA AIRLINES: AMR Leasing Seeks Payment of $5.39MM Admin. Expense
ATA AIRLINES: Court Modifies Stay to Defend Against Sapp Lawsuit
AVENUE GROUP: Auditors Express Going Concern Doubt in Form 10-K

BEAR STEARNS: Fitch Slices Class BF's Rating to C from CCC
CABLEVISION: Dolans Buying Telecom & Cable Business for $7.9 Bil.
CABLEVISION SYSTEMS: Sale to Dolan Group Cues S&P to Watch Ratings
CARDIMA INC: Defaults on Secured Loan & More Bad News
CATHOLIC CHURCH: Portland Wants National Union Settlement Approved

CENTRAL PARKING: Halts Talks on Possible Asset Sale
CHESAPEAKE ENERGY: Prices Tender Offers for 8.125% & 9% Sr. Notes
CNE GROUP: AMEX Says Fin'l Condition Impairs Ability to Operate
COLLINS & AIKMAN: Committee Wants Akin Gump as Lead Counsel
COLLINS & AIKMAN: Audit Panel Hires Davis Polk as Special Counsel

COLLINS & AIKMAN: Hires McDonald Hopkins as Special Counsel
CONSTELLATION BRANDS: Won't Pursue Offer for Allied Domecq
COOPER-STANDARD: Poor Credit Measures Cue S&P's Negative Outlook
CSC HOLDINGS: Fitch Places Low-B Debt Ratings on Watch Negative
DECISIONONE CORP: Closes Texas & Pennsylvania Operations

DMX MUSIC: Creditors Must File Proofs of Claim by September 5
DMX MUSIC: Wants to Extend Exclusive Plan Filing Until Aug. 15
DPL INC: Inks New $100 Million Unsecured Revolving Credit Facility
ELECTRIC & GAS: April 30 Balance Sheet Upside-Down by $49,436
EQUIFIRST MORTGAGE: Good Credit Support Cues S&P to Hold Ratings

FEDERAL-MOGUL: Asbestos Estimation Hearing Continues
FEDERAL-MOGUL: Asbestos Panel Wants Peterson's Testimony Excluded
GLOBOPAR: Three Creditors Move to Dismiss Involuntary Petition
GOODYEAR TIRE: S&P Rates Proposed $400 Million Senior Notes at B-
HAPPY KIDS: Deutsche Bank Wants Examiner Appointed

HOLLYWOOD CASINO: Judge Callaway Confirms Plan of Reorganization
IMPAX LAB: Wachovia Increases Bank Loan Commitment to $37 Million
INTERMET CORP: Decatur Workers Receive Termination Notices
K2 INC: Slow Debt Payment Prompts S&P's Negative Outlook
KMART CORP: Court Denies 3 Claimants' Move to File Tardy Claims

KMART CORP: Settles Enviro-Resources' Third Party Claim
MAYTAG CORP: Bain-Blackstone-Haier Bids $1.275 Billion for Company
MCI INC: 11 Officers Dispose of 27,158 Shares of Common Stock
MEDICAL IMAGING: Case Summary & 20 Largest Unsecured Creditors
METALFORMING TECH: Taps Bankruptcy Services as Claims Agent

MIRANT CORP: Court Approves Wrightsville Settlement Agreements
MIRANT CORP: Sammons Addresses Relevance of Till Case in Valuation
MUELLER WATER: Inks $1.91 Billion Transaction with Walter Ind.
MUELLER WATER: Sale to Walter Industries Cues S&P to Watch Ratings
MUSHTAQ KANCHWALA: Case Summary & 20 Largest Unsecured Creditors

NORSTAN APPAREL: Wants to Walk Away from CBA with Union Local 99
NORTH ATLANTIC: Inks $85 Million Refinancing Pact with Fortress
NUR MACROPRINTERS: Talks with Several Potential Investors Begin
OWENS CORNING: Files Status Report on Commercial Comm. Advisors
PEGASUS SATELLITE: Bernstein Wants Court to Approve Final Payments

PIVX SOLUTIONS: Accumulated Deficit Triggers Going Concern Doubt
PRESIDENTIAL LIFE: Weak Risk Management Cues S&P to Lower Ratings
RARITAN VALLEY: Case Summary & 47 Largest Unsecured Creditors
ROYAL GROUP: Hires Deutsche Bank & Scotia Capital to Review Offers
SAKS INC: Commencing Cash Tender Offers for $658 Million of Debt

SECURITY CAPITAL: Look for Annual Report by June 24
SEMINOLE TRIBE: S&P Puts Ratings on Watch Positive
SOH HOLDINGS: Case Summary & 60 Largest Unsecured Creditors
SOUTH SIDE: Case Summary & 20 Largest Unsecured Creditors
SPIEGEL INC: Eddie Bauer Emerges from Bankruptcy Protection

STERLING FINANCIAL: Fitch Revises Outlook to Positive from Stable
SUGAR CREEK: Case Summary & 13 Largest Unsecured Creditors
TEKNI-PLEX: S&P Holds Junk Ratings Following Refinancing
THERMOVIEW IND: Auditors Express Doubts & GE Stretches Loan Terms
TOWER AUTOMOTIVE: Creditors Transfer $4,580,832 of Trade Claims

TOWER AUTOMOTIVE: Wins Major Contracts from Two U.S. Automakers
TOWER AUTOMOTIVE: Utility Companies Want Adequate Assurance
TRICELL INC: Accumulated Deficit Triggers Going Concern Doubt
TRUMP HOTEL: Court Okays Employment of Cushman & Wakefield
TWIN LAKES: Voluntary Chapter 11 Case Summary

UNITED AIRLINES: Reports Say Texas Pacific May Launch Takeover Bid
USG CORP: Equity Committee Wants to Retain Houlihan Lokey
VARELA ENTERPRISES: Creditors Must File Proofs of Claim by July 29
VARELA ENTERPRISES: Submits Plan and Disclosure Statement
VERESTAR INC: Panel Hires Kasowitz Benson as Litigation Counsel

WALTER INDUSTRIES: Acquiring Mueller Water for $1.91 Billion
WALTER INDUSTRIES: Mueller Water Deal Cues S&P to Lower Ratings
WEIGHT INTERVENTION: Asset Sale Hearing Slated for June 23
WESTPOINT STEVENS: Steering Committee Wants Right to Credit Bid
WILLIAM CARTER: S&P Rates Proposed $625 Mil. Secured Loan at BB

WILLIAM SUMMERS: Case Summary & 7 Largest Unsecured Creditors
WILSON & ELLIS: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Plans to Reduce Stores by 326 & Cut Workforce by 28%
WORLDCOM INC: Dist. Court Sets Settlement Hearing for September 9
W.R. GRACE: Court Enters Order Governing Asbestos Estimation Docs

YUKOS OIL: Founder Mikhail Khodorkovsky Gets Nine-Year Jail Term

* Jonathan Hersey Joins Sheppard Mullin as O.C. Litigation Partner
* Robert Dremluk Joins Seyfarth Shaw as New York Partner
* Alex Ostrow Participated in ABI's Bankruptcy Webinar Series

* Upcoming Meetings, Conferences and Seminars

                          *********

A.B. DICK: Gets Court Okay to Hire TRG to Wind Down Business
------------------------------------------------------------
The Honorable Randolph Baxter of the U.S. Bankruptcy Court for the
District of Delaware gave A.B. Dick Company n/k/a Blake of Chicago
Corp. and its debtor-affiliates permission to employ The Recovery
Group, Inc., known as TRG, to maximize their remaining assets and
supervise their wind down until Sept. 30, 2005.  

TRG designated Stephen S. Gray and John Calabrese as the Debtors'
Chief Restructuring Officer and Assistant Chief Restructuring
Officer to:

   (1) pursue and liquidate potential assets such as vendor
       debits, insurance refunds, workers' compensation audits and
       tax refunds;

   (2) provide financial and other data necessary to support
       confirmation of the Plan;

   (3) manage the estates' cash and oversee the winding down of
       A.B. Dick and its Canadian subsidiary;

   (4) comply with the United States Trustee's reporting
       requirements during the remainder of the cases; and

   (5) provide litigation support; and

   (6) oversee the payments of post-petition administrative
       expenses, to the extent possible.

TRG professionals will be paid:

                                    Hourly Rate
                                    -----------
         Stephen S. Gray               $490
         John Calabrese                $395
         Robert Scharnecchia           $395
         Linda Hein                    $300
         Another TRG Consultant        $300

                          About TRG

TRG has provided turnaround and crisis management services to
businesses, creditors, lenders and investors for more than 20
years.  With a experienced senior management team and a staff of
40 consultants, TRG specializes in delivering comprehensive
solutions for troubled mid to large-cap businesses.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004. Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


AFFINIA GROUP: Weak Performance Prompts S&P to Watch Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and all other ratings on automotive aftermarket
product manufacturer Affinia Group Inc. on CreditWatch with
negative implications.  Debt at the Ann Arbor, Michigan-based
company totaled $664 million at March 31, 2005.

"The CreditWatch listing reflects the company's weaker-than-
expected operating performance in the first quarter of 2005 and
uncertain near-term prospects," said Standard & Poor's credit
analyst Daniel R. DiSenso.  Affinia's balance sheet is very
leveraged and debt usage is expected to remain high indefinitely.
Adjusted debt to adjusted EBITDA for the 12 months ended March
31 stood at 5x, well in excess of Standard & Poor's expected 3.5x
to 4x.

Adjusted EBITDA for the first quarter of 2005 was $22.4 million,
down 36% from the same period the previous year, as performance
was hurt by a number of factors, including an adverse sales mix,
raw material price increases, reduced manufacturing overhead
absorption, and higher-than-expected customer product returns.
Moreover, there are costs and temporary inefficiencies associated
with Affinia's restructuring initiatives that are also affecting
performance.  The company is currently in compliance with its bank
credit facility financial covenants, but compliance could become
very tight in the second quarter when working capital needs are at
a seasonal peak.

Standard & Poor's will review management's operating and financial
plans.  The ratings will be lowered if it appears that near-term
operating performance will remain weak, thereby delaying debt
reduction.

Affinia is one of the largest domestic manufacturers of brand name
automotive aftermarket products, most of which have No. 1 or No. 2
market positions.  The product portfolio consists of brake
components, filtration products, chassis components, and
distribution operations.


AGILYSYS INC: Will File Annual Report by June 29
------------------------------------------------
Agilysys, Inc. (Nasdaq: AGYS) will file a 15-day extension with
the Securities and Exchange Commission for the filing of its Form
10-K for the fiscal year ended March 31, 2005.  The company is
filing for the extension because it is not able to complete the
preparation of its consolidated financial statements and
management's assessment of internal controls over financial
reporting as required by Section 404 of the Sarbanes-Oxley Act of
2002, by the initial filing date of June 14, 2005.  

Also, the company is in the process of providing additional
information to Ernst & Young, LLP, its independent public
accounting firm, in order to complete their documentation and
related audit procedures.  The company expects to file its Form
10-K on or before June 29, 2005.

Agilysys identified as a material weakness the inadequate internal
controls over its vendor debit process.  As a result of this
material weakness, management is evaluating all systems and
procedures relative to the vendor debit process with the objective
of implementing process improvements.

Martin Ellis, Agilysys executive vice president, treasurer and
chief financial officer, said, "Agilysys is committed to the
integrity of its financial reporting.  We want to take this extra
time to provide the additional information to Ernst & Young, LLP
and to complete our review of internal controls as required by
Section 404 of the Sarbanes-Oxley Act."

Agilysys, Inc. -- http://www.agilysys.com/-- is one of the  
foremost distributors and premier resellers of enterprise computer
technology solutions. It has a proven track record of delivering
complex server and storage hardware, software and services to
resellers, large and medium-sized corporate customers, as well as
public-sector clients across a diverse set of industries. In
addition, the company provides customer-centric software
applications and services focused on the retail and hospitality
markets.  Headquartered in Mayfield Heights, Ohio, Agilysys has
sales offices throughout the United States and Canada.


AMERICAN BUSINESS: Files Final Report on Chapter 11 Obligations
---------------------------------------------------------------
Pursuant to Rule 1019(5) of the Federal Rules of Bankruptcy
Procedure, American Business Financial Services, Inc., and its
debtor-affiliates deliver to the U.S. Bankruptcy Court for the
District of Delaware their final report and accounting, and
schedule of unpaid postpetition obligations, as of May 17, 2005.  
The Final Report is based and in reliance on the inquiry of
company employees after the Debtors' Chapter 7 conversion, in
which the Debtors have turned over to the Chapter 7 Trustee all
records and property of their estates in their possession or
control.

David J. Coles, the Debtors' former chief restructuring officer,
informs the Honorable Mary F. Walrath that the Final Report
includes summaries of all receipts and disbursements made by the
Debtors that were not included in one of their monthly reports
during the pendency of their Chapter 11 cases.

Mr. Coles reports that Home American Credit, Inc., paid $6,090
for the IO strip cash flows and $294,375 for the DIP Transfer.
In addition, Home American disbursed to hundreds of creditors an
aggregate of $147,800.

American Business Credit, Inc., paid a total of $5,104,663 for
disbursements and paid these receipts:

     IO Strip cash flows                       $6,090
     Ocwen for Interim NSF Reimbursement        9,591
                                               22,126
                                               27,756
     Transfers (from DIP accounts)          5,038,768

American Business Mortgage Services, Inc., paid $13,877,236 for
disbursements and $13,813,750 for receipts, comprising of:

      IO strip cash flows                       $6,090
      Mortgage lenders reservation                 459
      DIP transfer                           1,025,805
      Advances                              12,573,710
      Points and fees                          165,974
      Interest income                           41,712

American Business Financial Services, Inc., indicates that the
receipts they have paid starting from April 1, 2005, to May 17,
2005, consist of:

     IO cash flows                              327,814
     Net proceeds from servicing transfer    21,098,542
     TSF from escrow                            180,648
     Servicer advances/radian                   634,236
     DIP Transfer                             3,379,177
     Loan sales prepetition inventory        55,857,066
     Discount on loan sales                  -2,650,958
     Servicing income                         3,133,340
     Interest payments                        1,602,099
     Principal payments                       2,263,899
     Interest income                             32,598
     Points and fees                              3,285
     2003-2 collection account                1,527,803
     Accrued interest (loan sales)              305,316

ABFS also disbursed $91,259,650 to creditors.

ABFS Consolidated Holdings, Inc., reports having paid $4,208,459
for the IO Cash Flows and disbursed an aggregate of $4,208,459
for DIP account transfers, trustee expenses and repayment of
working capital loan.

Mr. Coles also discloses schedules of unpaid debts, totaling
around $8 million, incurred after the commencement of the
Debtors' Chapter 11 cases.  Among the largest creditors are:

     Creditor                                  Claim Amount
     --------                                  ------------
     Blank Rome Comisky and McCauley, LLP        $2,280,031
     Kelley Drye & Warren LLP                       825,509
     Phoenix Management Services, Inc.              596,057
     Pryor Cashman Sherman & Flynn, LP              543,180
     Giuliani Capital Advisors                      481,453
     Wanamaker Office Lease, LP                     426,974
     Getzler Henrich & Associates, LLC              307,585
     HGH Associates                                 275,184
     SSG Capital Advisors, LP                       265,277
     Sitrick and Company, Inc.                      236,083
     Hangley Aronchick Segal & Pudlin               172,375
     Alvarez and Marsal                             123,338
     Maslon Edelman Borman and Brand, LLP           121,320

Pursuant to the Final DIP Financing Order, the Debtors, as of
May 17, 2005, incurred these outstanding facility fees:

   Greenwich Capital Financial Products, Inc.      $11,050,000
   Greenwich Capital Tranche A                      30,011,004
   Greenwich Capital Tranche C                      34,209,825

Moreover, the Debtors have unpaid "deferred payoff" obligations
owing to Clearwing Capital, LLC, for $750,000, and the Patriot
Group, LLC, for $250,000.

Mr. Coles also discloses information relating to property
disposed of during the Debtors' cases, either in the regular
course of business or pursuant to a Court's order.  The asset
dispositions include:

   -- assets sold to Ocwen Federal Bank FSB;

   -- assets sold to various purchasers in anticipation of the
      Court's order dated May 16, 2005, authorizing the sale and
      abandonment of de minimis assets;

   -- mortgage loans sold by the Debtors in the ordinary course
      of business; and

   -- various state regulatory licenses that were surrendered by
      Home American Credit, Inc., and American Business Mortgage
      Services, Inc., after the Debtors' Petition Date but before
      their Chapter 7 conversion.

Furthermore, the Final Report incorporates a schedule of the
Debtors' contract with QCC Insurance Company, which contract they
assumed on March 9, 2005.

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)


ARTISTDIRECT INC: Operating Losses Trigger Going Concern Doubt
--------------------------------------------------------------
Gumbiner Savett Inc. expressed substantial doubt about
ARTISTDirect Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing firm points to the Company's
substantial operating losses and negative cash flow.

The Company has incurred losses and negative cash flow from
operations in every fiscal period since inception and has an
accumulated deficit of $226,000,000 and $205,600,000 as of
December 31, 2004 and March 31, 2005, respectively.  For the year
ended December 31, 2004, the Company incurred a net loss of
$3,311,000 (including $2,248,000 from discontinued operations) and
negative operating cash flows of $3,473,000.  For the three months
ended March 31, 2005, the Company incurred a net loss from
continuing operations of $375,000 and had negative operating cash
flows of $372,000.  As of March 31, 2005, the Company had net
working capital of $81,000 and stockholders' equity of $174,000,
as compared to a net working capital deficiency of $18,438,000
(including liabilities of discontinued operations held for
disposal of $18,920,000 million, almost all of which were
liquidated effective February 28, 2005) and a stockholders'
deficiency of $20,259,000 million as of December 31, 2004. Through
December 31, 2003, ADI had funded substantially all of the
operations of ARTISTdirect Records.  Effective July 30, 2004,
ADI's remaining $12,000,000 million funding obligation to
ARTISTdirect Records was extinguished, and effective February 28,
2005, the ADI sold all of its interest in ARTISTdirect Records to
Radar Records for a cash payment of $115,000.

During 2003, the Company restructured its operations, laid off
most of its staff and reduced operating costs.  Subsequently,
management has continued its efforts to improve and expand
operations and cash flows at its online music network.  However,
it is uncertain whether the Company's available cash resources
will be sufficient to meet anticipated capital requirements
through December 31, 2005.  If sufficient capital is not
available, then the Company may not be able to fund its
operations. To the extent that the Company is unable to obtain the
capital necessary to fund its future cash requirements on a timely
basis and under acceptable terms and conditions, the Company will
not have sufficient cash resources to maintain operations, and the
Company may consider a formal or informal restructuring or
reorganization.

                ARTISTdirect Recordings Sale

On Feb. 28, 2005, ADI completed the sale of 100% of the common
stock of ARTISTdirect Recordings to Radar Records pursuant to a
Transfer Agreement for a cash payment of $115,000, as a result of
which ADI no longer had any equity or other economic interest in
ARTISTdirect Records, and Radar Records became the owner of a
majority of the membership interests in ARTISTdirect Records and
also acquired the receivable reflecting the $33,000,000 of loan
advances previously provided to ARTISTdirect Records by ADI.  In
conjunction with this transaction, at February 28, 2005, ADI
wrote-off the intercompany balance due from ARTISTdirect Records
($80,000 at February 28, 2005), which was eliminated in
consolidation.  Radar Records acquired the common stock of
ARTISTdirect Recordings subject to the rights of BMG.  Radar
Records also agreed to offer to investors who had provided bridge
funding to ARTISTdirect Records, excluding Frederick W. Field and
entities related or controlled by him, the right to acquire
proportional shares (based on the amount of bridge funding made by
each bridge investor in ARTISTdirect Records) of the common stock
of ARTISTdirect Recordings on the same terms and conditions as set
forth in the Transfer Agreement.

As a result of the sale of all of the Company's interest in
ARTISTdirect Records effective February 28, 2005, ARTISTdirect
Records was accounted for as a discontinued operation and the
Company has restated its consolidated financial statements for the
three months ended March 31, 2004 to reflect such accounting
treatment, and the assets and liabilities of ARTISTdirect Records
were classified as "held for sale" through February 28, 2005.

ARTISTdirect Inc. -- http://www.artistdirect.com/-- is a music  
entertainment company, headquartered in Los Angeles, California,
that features an online music network appealing to music fans,
artists and marketing partners.  The ARTISTdirect Network is a
network of Web-sites offering multi-media content, music news and
information, community around shared music interests, music-
related specialty commerce and digital music services.

At Mar. 31, 2005, ARTISTDirect Inc.'s balance sheet showed a
$174,000 stockholders' equity, compared to a $20,259,000
stockholders' deficit at Dec. 31, 2004.


ASPEN TECH: Retires $56.7 Million of Convertible Debt
-----------------------------------------------------
Aspen Technology, Inc. (NASDAQ: AZPN) retired all of its 5.25%
convertible debentures, which reached maturity at the close of
business on June 15, 2005.  The convertible debt represented
approximately $56.7 million of AspenTech's $59.2 million of debt
at the quarter ended March 31, 2005, the end of the Company's
third fiscal quarter.  The remaining $2.5 million of the Company's
debt primarily consists of certain notes acquired in acquisitions,
of which approximately $0.8 will be retired upon the closing of
the sale of a UK property by the end of June.

The Company funded the payment through:

   -- $8.6 million of its existing cash;

   -- $5.8 million obtained from its sales of installments
      receivable under its existing receivables programs with
      Silicon Valley Bank and GE Capital Corporation; and

   -- $43.8 million through the sale of additional installments
      receivable under various financing transactions.

As of March 31, 2005, the convertible debentures had represented
$56.7 million of the Company's aggregate $59.2 million of long-
term debt and obligations, including current portion.

In addition to using some of its cash balance, the Company sold
approximately $54 million of installments receivable for
approximately $50 million in cash to retire the debt.  The sale of
receivables was accomplished through the use of a special purpose
vehicle that entered into a financial transaction with a syndicate
of financial institutions, as well as the sale of additional
installments receivable to Silicon Valley Bank under its
receivables program with the Company.  The Company expects to pay
approximately $2 million in legal, broker and other fees related
to the transactions, which will be incurred in the quarter ending
June 30, 2005.

"By retiring our convertible debt, Aspen Tech has completed the
process of achieving a strong and healthy balance sheet, which we
set out to accomplish more than two years ago," said Charles Kane,
Senior Vice President & CFO of AspenTech.  "With a healthy cash
balance, elimination of leverage on our balance sheet, and a clear
market leadership position in the process industries, our
customers can continue to invest confidently in our integrated,
aspenONE solutions as part of their long-term strategy to improve
their operational performance."

Mark Fusco, CEO of Aspen Tech added, "The significant
strengthening of our balance sheet combined with our previously
announced operational initiatives puts Aspen Tech in a solid
position entering Fiscal 2006.  The successful retirement of our
convertible debt is a major step forward in our efforts to re-
establish long-term credibility with customers and investors."

                        About the Company  

Aspen Technology Inc. -- http://www.aspentech.com/-- provides    
industry-leading software and professional services that help  
process companies improve the efficiency of their business  
processes, optimize their operational performance and enhance  
their financial results.  The new generation of integrated  
aspenONE(TM) solutions gives manufacturers the capabilities they  
need to model, manage and control their operations, enabling real-
time decision making and synchronization of the plant and supply  
chain.  Over 1,500 leading companies already rely on AspenTech's  
software, including Aventis, Bayer, BASF, BP, ChevronTexaco, Dow  
Chemical, DuPont, ExxonMobil, Fluor, GlaxoSmithKline, Shell, and  
Total.  

                        *     *     *

As reported in the Troubled Company Reporter on Apr. 5, 2005,
Standard & Poor's Ratings Services removed its ratings on
Cambridge, Ma.-based Aspen Technology Inc. from CreditWatch, where
they were placed with negative implications on Nov. 1, 2004, and
affirmed its 'B' corporate credit and 'CCC+' subordinated debt
ratings.  

ASPEN TECHNOLOGY, INC., and ASPENTECH, INC., are the Borrowers
under a Loan and Security Agreement dated as of Jan. 30, 2003 (as
amended), with SILICON VALLEY BANK as Lender.

ASPEN TECHNOLOGY, INC., and ASPEN TECHNOLOGY RECEIVABLES II LLC,
are also Borrowers under a Loan Agreement dated as of June 15,
2005, under which GUGGENHEIM CORPORATE FUNDING, LLC, serves as
Agent for NORTH AMERICAN COMPANY FOR LIFE AND HEALTH INSURANCE,
and MIDLAND NATIONAL LIFE INSURANCE COMPANY as Lenders.

At Mar. 31, 2005, Aspen Technology Inc.'s balance sheet showed a  
$20,241,000 stockholders' deficit, compared to a $28,363,000  
equity at June 30, 2004.  


AST SPORTS: Creditors Must File Proofs of Claim by June 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set June
30, 2005, as the deadline for all creditors owed money by AST
Sports Science, Inc., on account of claims arising prior to
April 30, 2005, to file formal written proofs of claim.  Creditors
must deliver their claim forms to the:
            
              Office of the Clerk
              United States Bankruptcy Court
              U.S. Custom House
              721 19th Street, First Floor
              Denver, Colorado 80202-2502
              
Headquartered in Golden, Colorado, AST Sports Science, Inc.,
offers performance nutrition products and services to its clients.  
The Company filed for chapter 11 protection on April 30, 2005
(Bankr. D. Colo. Case No. 04-19176).  When the Debtor filed for
protection from its creditors, it listed estimated assets of $1
million to $10 million and estimated debts of $500 thousand to $1
million.


ATA AIRLINES: AMR Leasing Seeks Payment of $5.39MM Admin. Expense
-----------------------------------------------------------------
Prior to the Petition date, AMR Leasing Corporation leased six
Saab Model 340B aircraft to ATA Airlines, Inc.  Scott Everett,
Esq., at Haynes and Boone, LLP, in Dallas, Texas, notes that, in
accordance with the terms of the Court Order, dated December 17,
2004, the Leases were rejected on these dates:

                   Aircraft     Effective Date
                   --------     --------------
                    N312CE       April 1, 2005
                    N314CE       April 8, 2005
                    N315CE       April 1, 2005
                    N316CE       April 7, 2005
                    N317CE       April 1, 2005
                    N318CE       April 1, 2005

Following rejection of the leases, AMR sold four of the Saab Model
340B Aircraft.

By e-mails dated March 21 and 22, 2005, GE Engine Services, Inc.,
notified AMR that GE asserted statutory repairman's liens on two
engines, which are subject to the N314CE and N317CE leases, for
unpaid maintenance services furnished by GE while the Aircraft
were leased to the Debtors.  The aggregate amount alleged to be
due to GE is $1,383,267.

On December 22, 2004, the Debtors filed Section 1110(a) of the
Bankruptcy Code agreements with respect to each AMR aircraft,
thereby agreeing to perform all obligations under the Leases.

Under the terms of Section 1110, if a debtor is to retain
possession of the leased aircraft and continue to reap the
benefits of the automatic stay, it must "agree[] to perform all
obligations of the debtor under such . . . lease. . . ."

By this motion, AMR asks the U.S. Bankruptcy Court for the
Southern District of Indiana to direct the Debtors to pay
administrative expenses aggregating to $5,399,746 as damages for
their failure to perform obligations that became due during the
terms of the Leases.

              Failure to Perform Rental Obligations

According to Mr. Everett, the Debtors have not paid their rental
obligations due March 30, 2005:

                     Aircraft    Unpaid Rent
                     --------    -----------
                      N312CE       $50,000
                      N314CE       158,000
                      N315CE       158,000
                      N316CE       177,000
                      N317CE       150,000
                      N318CE       177,000
                                 -----------
                                  $870,000

            Failure to Perform Maintenance Obligations

AMR asserts $4,206,880 in damages on account of the Debtors'
failure to perform their maintenance obligations under the
Leases:

(A) ECMP Program

      The Debtors are obligated under the Leases to cause the
      Aircraft engines to be maintained, inspected, serviced,
      repaired, overhauled, and tested in accordance with an FAA-
      approved program.  The Debtors' FAA-approved program, AMR
      notes, required the engines to be on an ECMP program, but
      the engines were removed from the Program on February 8,
      2005.

      Mr. Everett explains that engines not maintained on an FAA-
      approved program, including the 12 engines, are rendered
      unusable and unmarketable in the industry for failing to be
      on an ECMP Program, regardless of their operational
      condition.

      AMR estimates the damages for the value of the engines,
      had they been kept on an FAA-approved program, at $350,000
      each, or $4.2 million in the aggregate.  Mr. Everett says
      AMR will be able to use, sell, or lease the engines only
      after they are on an ECMP program.  AMR will amend its
      claim for a lesser amount only if and when AMR is able to
      get the engines back on an ECMP program, which may require
      payment of substantial sums of money.

(b) Airframe

      The Debtors are obligated to keep the Aircraft, airframe,
      engines, and propellers in good operating condition.
      However, according to Mr. Everett, the Debtors damaged the
      rear fuselage outer skin aft of the cargo door on Aircraft
      N316CE.  AMR incurred $6,880 to repair the damage to
      Aircraft in conformity with the Saab repair statement.  In
      addition, AMR has been told by a potential acquiror of the
      Aircraft that any acquisition price for the Aircraft will
      have to take into consideration the repairs, which over
      time may have to be done again.  Thus, the Aircraft value
      has been permanently reduced due to the fuselage damage.

                          Other Damages

AMR accuses the Debtors of breaching the Leases for failing to
keep an engine on Aircraft N314CE, S/N 340B-335, in operating
condition.  As a result, AMR incurred:

   (1) $4,722 to ship a replacement engine to South Bend,
       Indiana;

   (2) $10,750 to pay former Chicago Express employees to replace
       the broken engine so that the Aircraft could be flown to
       Abilene, Texas as required under the Rejection Order; and

   (3) $100,000 to repair the broken engine.

In addition, the Debtors breached their "lien" obligations when
GE asserted discharge liens on the two engines.  Under each
Lease's return conditions, the Debtors are required to return the
Aircraft to AMR free and clear of all liens.  Although this
obligation falls "due" upon return, the obligation accrues
throughout the term of the Leases, especially considering that the
Lessee generally is obligated, at no expense to AMR, to discharge
liens on the Aircraft.

Mr. Everett contends that AMR is unable to re-sell or otherwise
dispose of the engines because of the undischarged GE liens.  
AMR, thus, asserts damages amounting to $1,383,267.  

Moreover, AMR believes that the Debtors breached their return
condition obligations in several respects:

   (1) The Debtors are obligated to return the Aircraft in good
       operating condition, with all of the Aircraft equipment,
       components, and systems functioning.  AMR suffered damages
       as a result of the Debtors' failure to return Aircraft
       N314CE and N316CE and their associated engines in good
       operating condition.

   (2) The Debtors are obligated to return the Aircraft, engines,
       and propellers free and clear of all liens.  AMR suffered
       damages as a result of the Debtors' failure to return each
       Aircraft engine free and clear of the asserted GE liens.

   (3) The Debtors are obligated to ensure that the Aircraft
       airframe meets specified conditions.  The aggregate amount
       owed to AMR as a result of the Debtors' failure to meet
       the airframe return conditions is $322,866.

   (4) The Debtors are obligated to ensure that the Aircraft
       engines and components meet specified conditions.  Because
       AMR is asserting damages for the full value of the
       12 engines -- $4.2 million -- for the Debtors' breach of
       maintenance obligations, those damages would be inclusive
       of any damages for breaches of return conditions.  If AMR
       is awarded administrative claims for less than the full
       value of the 12 engines, the return-condition damages for
       the engines should be added to the damages for breach of
       maintenance obligations.

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: Court Modifies Stay to Defend Against Sapp Lawsuit
----------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Indiana approved ATA Airlines, Inc.'s request to modify the stay
so that it may continue to defend the civil case, Gerald Sapp vs.
ATA Airlines, Inc., Case No. 49D12-0408-CT-001619, currently
pending in the Marion County Superior Court 12, in Marion County,
Indiana.

As previously reported in the Troubled Company Reporter on May 9,
2005, Gerald Sapp originally filed the Complaint in the
Tippecanoe County Superior Court No. 2 for the injuries he
sustained as he ascended the stairs to a Chicago Express plane.

ATA Airlines' insurer, United States Aviation Underwriters,
retained Locke Reynolds LLP to defend ATA Airlines in the Sapp
Lawsuit.  Prior to the Petition Date, significant discovery and
some motion practice had taken place in the Sapp Lawsuit.

While Mr. Sapp has not yet made a settlement demand, USAU has
informed Locke Reynolds that it has provided ATA Airlines with
adequate liability insurance to cover the damages, including all
costs of defense.

According to Terry E. Hall, Esq., at Baker & Daniels, Mr. Sapp has
agreed that his recovery, if any, will be sought solely from the
insurance policy issued by USAU.  Mr. Sapp also agreed not to seek
to recover punitive damages from ATA Airlines.

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)


AVENUE GROUP: Auditors Express Going Concern Doubt in Form 10-K
---------------------------------------------------------------
Weinberg & Company, P.A., expressed substantial doubt about Avenue
Group Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2004.  The auditing points to the Company's net loss,
negative cash flow, accumulated deficit and working capital
deficit.

The Company had a net loss of $485,106, negative cash flow from
operations of $382,375, an accumulated deficit of $24,697,330 and
a working capital deficiency of $488,387 as of March 31, 2005.

The Company is dependent on the proceeds of recent private
placements and debt or equity financing or alternative means of
raising working capital to finance its operations.  Management
plans to rely on the proceeds of recent private placements, loans
from affiliates, at their discretion, and debt or equity financing
to fund its operations.  However, there is no assurance that the
Company will be successful in achieving any such financing or
raising sufficient capital to fund its operations and the further
development of the Company.  The Company completed private
placements during 2004 for the sale of common stock.

Avenue Group has limited sales and will require significant
additional capital in the near term to support its operations and
to implement its business strategies.  

During the first three months of 2005, Avenue Group's activities
were principally devoted to raise capital through oil and gas
activities in the Republic of Turkey arising out of the Farmin
Agreement between Avenue Energy and the Sayer Group Consortium.

                 Liquidity and Capital Resources

Avenue Group has generated losses from inception and continues to
incur losses.  Having had a net loss of $485,106, a negative cash
flow from operations of $382,375, a working capital deficit of
$488,387, and an accumulated deficit of $24,697,330 as of March
31, 2005, there is substantial doubt as to the Company's ability
to continue as a going concern.  As of March 31, 2005, the Company
had cash of only $60,715 across all entities.  In addition to
cash, a portion of its current assets consist of its investments
in ROO and Langley, both of which are highly volatile equity
securities which are thinly traded.  Much of Avenue Group's
working capital during 2005 to date has been generated through the
sale of Langley shares.

If the Company is unable to continue to generate cash through the
sale of either, or both, of these securities its ability to
operate may be materially and adversely affected.

                     Sale of Langley Shares

During the three months ended March 31, 2005, the Company sold an
aggregate of 1,000,000 shares of Langley Park for gross proceeds
of $289,632 and recorded a $13,950 gain on the sale which is
included in Other Income.  At March 31, 2005, the Company owns
5,057,269 shares of Langley Park common stock and has recorded
$1,609 of unrealized losses related to this investment as of March
31, 2005 that are included in Other Comprehensive Income in the
accompanying condensed consolidated balance sheet.

In April 2005, the Company sold an additional 1,000,000 shares of
Langley for the gross proceeds of $263,163.  The proceeds from the
sale of these shares are being used to fund our ongoing working
capital requirements for 2005.

Avenue Group, Inc. is engaged in oil and gas exploration and            
development businesses through interests in its operating
subsidiary, Avenue Energy, Inc.  In addition, the Company has an
interest in the e-commerce and digital media business through its
17% equity interest, as of June 8, 2005, in ROO Media Corporation,
and through its 50.1% equity interest, as of June 8, 2005, in
Stampville.com, Inc.


BEAR STEARNS: Fitch Slices Class BF's Rating to C from CCC
----------------------------------------------------------
Fitch has taken rating actions on these Bear Stearns ABS issues:

   Series 1999-2 Group 1

     -- Classes AF-1 and AF-2 affirmed at 'AAA';
     -- Class MF-1 affirmed at 'AA';
     -- Class MF-2 affirmed at 'BBB';
     -- Class BF downgraded to 'C' from 'CCC'.

   Series 1999-2 Group 2

     -- Classes AV-1 and AV-2 affirmed at 'AAA';
     -- Class MV-1 affirmed at 'AAA';
     -- Class MV-2 affirmed at 'A';
     -- Class BV affirmed at 'B'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $25,418,310 of outstanding
certificates.

The downgrade on class BF from Group 1 is the result of poor
collateral performance, losses incurred to date, and future loss
expectations in relation to credit support levels.  The downgrade
affects $4,462,050 of outstanding certificates.

Series 1999-2 is backed by two collateral loan groups: Group 1
(fixed-rate) and Group 2 (adjustable-rate) originated by Conseco
Finance Corporation (69.17%), Amresco Residential Mtge.
Corporation (20.92%), and five other originators (9.91%).  EMC
Mortgage Corporation, rated 'RPS1' by Fitch, is the master
servicer.  The Group 1 and Group 2 mortgage pools are not cross-
collateralized.  However, there is limited cross-collateralization
in the form of excess spread.

In Group 1 the three-month average monthly loss, after application
of excess spread, is approximately $130,000. High losses have
resulted in the decline of overcollateralization (OC), to $50,044.  
In addition, as of the May 2005 distribution, the 90-plus
delinquency (including bankruptcies, foreclosures, and real estate
owned) stands at 26.80%. The pool factor (outstanding loan
principal as a percentage of the initial loan pool) is currently
18%.

For the past two months excess spread in Group 2 has covered all
losses, and OC is only slightly off target.  Currently, the OC
balance is $742,249 with a target of $803,329.  The 90-plus
delinquency is currently 28.34% and the pool factor is 9%.

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


CABLEVISION: Dolans Buying Telecom & Cable Business for $7.9 Bil.
-----------------------------------------------------------------
Charles F. and James L. Dolan, on behalf of members of the Dolan
Family Group, proposed to acquire the cable and telecommunications
businesses of Cablevision Systems Corporation (NYSE: CVC).  Under
the proposed transaction, transmitted last June 19, 2005, in a
letter to the Cablevision Board of Directors, Rainbow Media
Holdings would also be spun off to all Cablevision shareholders on
a pro rata basis.  The spin-off will include the national cable
networks (AMC, IFC, WE), fuse, regional sports networks, Madison
Square Garden, the New York Knicks, the New York Rangers, Radio
City Music Hall, News 12 and Clearview Cinemas.

                        $7.9 Billion Deal

Concurrent with the spin-off of Rainbow, with an estimated value
of $12.50 per share, the public shareholders of Cablevision would
receive $21.00 per share in cash in connection with a merger of
Cablevision with an entity owned by the Dolan Family Group.  The
transaction delivers an estimated value of $33.50 per share or an
aggregate of $7.9 billion to public shareholders, and implies an
enterprise value for the company's telecom and cable businesses of
$13.6 billion.  After the completion of the transactions, the
Dolan Family Group would own 100% of the Cablevision telecom and
cable businesses and approximately 20% of Rainbow.

                    Special Committee Review

In the letter sent to the Board, the Dolan Family Group noted that
it anticipates that the Board will form a special committee of
independent directors, which will retain its own legal and
financial advisors, to respond to the proposal on behalf of
Cablevision's public shareholders.  The Dolan Family Group also
noted that it is interested only in the proposed transaction and
will not sell its stake in Cablevision.

The total consideration to be received by the public shareholders
represents a 25% premium over the Friday, June 17 closing price
for Cablevision Class A common stock and a 27% premium to the
average closing price for the last 30 days.  Assuming an estimated
value for Rainbow of $12.50 per share, the premium offered for
Cablevision's core cable and telecommunications business is
approximately 46%.  On a per subscriber basis, the implied cable
and telecom transaction value represents the highest value paid in
a major cable transaction in recent years.

Charles and James Dolan said, "Our proposal offers a substantial
premium to Cablevision's public shareholders for the cable and
telecom businesses, while enabling shareholders to benefit from
unlocking the value of our premier programming, sports and
entertainment properties.  With new technologies and aggressive
competitors redefining content delivery, the cable and
telecommunications businesses have truly entered a new and
challenging era.  We strongly believe that a long-term,
entrepreneurial management perspective - not constrained by the
public markets' tendency to focus on short-term results - will
better enable the cable company to meet its competitive
challenges.  We are prepared to shoulder the risks of full
ownership and are confident the company will achieve success.

"Our proposed transaction will also create a focused, well-
capitalized content company including the national cable networks,
outstanding regional sports networks, the New York Knicks and the
New York Rangers, and one of the world's finest sports and
entertainment arenas - Madison Square Garden.  This 'pure-play'
company will be well positioned for continued growth.  We have
long believed the value of these scarce assets was not fully
reflected in Cablevision's stock price, and will be more readily
recognized in a stand- alone company."

                    Leadership After the Deal

Upon the close of the transaction, the Dolan Family Group
anticipates that Charles Dolan would continue to serve as the
Chairman of Cablevision, James Dolan would be the CEO and Chairman
of Rainbow and a director of Cablevision, and Tom Rutledge would
be the CEO of Cablevision.  Long-term programming and distribution
agreements between the two companies will remain in place.

                   $6.8 Billion Debt Financing

Charles and James Dolan are being advised by Merrill Lynch & Co.,
Banc of America Securities LLC, and law firm Debevoise & Plimpton
LLP. Merrill Lynch & Co. and Banc of America Securities LLC and
certain of its affiliates have agreed to fully finance the cash
consideration payable to the public stockholders.  The total funds
necessary to consummate the transaction (including refinancing
Cablevision's existing credit facility) are expected to be
approximately $6.8 billion.

                   Out of Sight, Out of Mind

According to the New York Times, the going private move is in
response to investor concerns and pressures about the Company's
direction.  If the move pushes through, the Company will no longer
be required to make regular disclosure to the Securities and
Exchange Commission and to the public.  The Company will be
relieved of the pressure to meet quarterly earnings goal.

                   To Expand and Now to Split

The move to split the company came just months after it lost a bid
to merge with Adelphia Communications Corporation to Time Warner
Inc. and Comcast Corp.  The Company offered $16.5 billion to merge
with Adelphia.

Cablevision Systems Corporation -- http://www.cablevision.com/--
is one of the nation's leading entertainment and
telecommunications companies.  Its cable television operations
serve more than 3 million households in the New York metropolitan
area.  The company's advanced telecommunications offerings include
its iO: Interactive Optimum digital television offering, Optimum
Online high-speed Internet service, Optimum Voice digital voice-
over-cable service, and its Lightpath integrated business
communications services.  Cablevision's Rainbow Media Holdings LLC
operates several successful programming businesses, including AMC,
IFC, WE and other national and regional networks.  In addition to
its telecommunications and programming businesses, Cablevision is
the controlling owner of Madison Square Garden and its sports
teams, the New York Knicks, Rangers and Liberty.  The company also
operates New York's famed Radio City Music Hall, and owns and
operates Clearview Cinemas.

As of March 31, 2005, shareholders' deficit widened to
$2.7 billion from a $2.6 billion deficit at December 31, 2004.

                        *      *      *

As reported in the Troubled Company Reporter on March 11, 2005,
Standard & Poor's Ratings Services revised its outlook on
Bethpage, New York-based cable operator Cablevision Systems Corp.
to developing from positive.  All ratings on Cablevision and
related subsidiaries, including the 'BB' corporate credit rating,
were affirmed.  At Dec. 31, 2004, the company had $9.4 billion of
total debt outstanding, excluding collateralized debt.

"The outlook revision reflects reduced clarity regarding
governance and implications on the company's strategic direction,"
explained Standard & Poor's credit analyst Catherine Cosentino.
"Most recently, changes in the composition of the board of
directors could potentially lead to a shift to a more risky
overall corporate strategy, which could pressure ratings."

In the past, the company has undertaken various business
initiatives that have proved to be much riskier than its solid
cable TV business, including the Wiz retail stores and the VOOM
direct broadcast satellite business.  The company has divested
most of these higher risk operations and recently announced it is
working toward finalization of a separation of the DBS operation
from Cablevision.  However, the new board representation may
portend for a return to a less conservative business plan. Even
before these board changes, the company's Madison Square Garden
unit recently offered to pay the Metropolitan Transportation
Authority $600 million to develop its West Side Hudson Rail Yards
properties.  Such real estate development is clearly outside
Cablevision's purview as a cable TV, media, and entertainment
operator, and could represent a substantial change in the
company's risk profile.


CABLEVISION SYSTEMS: Sale to Dolan Group Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term ratings
for Bethpage, N.Y.-based cable TV operator Cablevision Systems
Corp. on CreditWatch with negative implications, including the
'BB' corporate credit rating.  Standard & Poor's also placed its
ratings on Cablevision's Rainbow Media Enterprises Inc. unit on
CreditWatch, with negative implications, including the 'BB'
corporate credit rating.  However, our "1" recovery rating of the
bank loan at unit Rainbow National Services LLC is not on Watch.

"In addition, Cablevision's 'B-2' short term rating has been
placed on CreditWatch with developing implications on a lack of
information on the company's liquidity, pro forma for the Dolan
family's proposed transaction related to Cablevision," said
Standard & Poor's credit analyst Cathy Cosentino.  These actions
follow the announcement that the Dolan Family Group has proposed
to acquire the cable and telecommunications businesses of
Cablevision and spin off the non-cable assets (to be known as
Rainbow Media Holdings, including RME) to existing shareholders.
Despite this being proposed by the controlling shareholders, it
still requires approval by the Cablevision board of directors.

The Credit Watch for Cablevision reflects the fact that pro forma
for the Dolan family group proposal pro forma debt to EBITDA for
2005 would be approximately 9.6x, compared with our prior
expectation that it could fall to the mid-5x area because of
ongoing cable cash flow growth.  The proposal by the family group
does not require additional debt at Rainbow Media Holdings.  While
we do not know the final capital structure for Rainbow Media
Holdings, based on the assumption that the $1.4 billion level of
RME debt currently outstanding remains at Rainbow Media Holdings,
this would result in a highly aggressive financial profile for
Rainbow Media Holdings with a debt to EBITDA in the 12x area,
based on annualized EBITDA for the first quarter of 2005 and the
assumption that there would not be appreciable new debt at the
spun off entity.


CARDIMA INC: Defaults on Secured Loan & More Bad News
-----------------------------------------------------
Cardima, Inc. (Other OTC: CRDM) received a notification of default
on a secured loan agreement from Agility Capital, LLC.  Agility
Capital declares that all amounts outstanding thereunder
(including principal, interest, fees and expenses), are
immediately due and payable.  Agility Capital also froze the
Company's bank accounts, containing approximately $350,000.  

CARDIMA, INC. is party to a secured Loan Agreement dated as of
May 27, 2005, with AGILITY CAPITAL as Lender.  Pursuant to the
agreement, Agility funded $300,000 of the loan at closing.  To
secure its obligations under the Loan Agreement, the Company
granted the Lender a security interest in substantially all of its
assets, including its intellectual property.  

Correspondence from the Lender indicates that the Lender is
unwilling to fund further loans under the Loan Agreement.  The
Company is in discussions with the Lender about these matters but
is unable to predict the outcome.

Pursuant to the terms of the Loan Agreement, all amounts
outstanding thereunder, including interest and fees, become due
and payable on the earliest of an Event of Default, Aug. 15, 2005,
or certain other events.  The Loan Agreement also provides that
the Company shall pay the Lender an "Exit Fee" upon an Event of
Default, and certain other expenses and fees of the Lender.  The
Exit Fee would be $450,000 based on the amount of loans currently
outstanding.  Interest accrues at 12% per annum, or 18% after an
Event of Default.

                        CFO Resignation

On June 17, 2005, the Company's interim Chief Financial Officer
and Secretary, Barry D. Michaels, resigned effective immediately.  
On June 17, 2005, the Board of Directors appointed Gabriel B.
Vegh, the Company's Chairman and Chief Executive Officer, to the
additional positions of acting Chief Financial Officer and
Secretary.

The Company will be unable to continue operations absent an
immediate cash infusion, and the Company expects that its common
stock will have no value upon a cessation of Company operations.  
As of June 17, 2005, the Company's cash balances, including the
funds frozen by its secured lender, were insufficient to fund any
ongoing operations after making provision for accrued and unpaid
wages and other accrued obligations that would arise upon
termination of employees.

                    Sends Workforce Home

On June 17, 2005, the Company's Board of Directors terminated the
employment status of all employees to conserve resources.

                     About the Company

Cardima, Inc., has developed the REVELATION Tx, REVELATION T-Flex
and REVELATION Helix linear ablation microcatheters, the NAVIPORT
deflectable guiding catheters, and the INTELLITEMP energy
management system for the minimally invasive treatment of atrial
fibrillation (AF) The REVELATION Tx, REVELATION T-Flex and
REVELATION Helix systems and the INTELLITEMP have received CE Mark
approval in Europe.  The Company has also developed and obtained
approval for in the USA a Surgical Ablation System, which targets
market application by cardiac surgeons to ablate cardiac tissue
during heart surgery using radio frequency (RF) energy.

                     Going Concern Doubt

As reported in the Troubled Company Reported on Apr. 13, 2005, BDO
Seidman LLP expressed substantial doubt about Cardima(R),
Inc.'s ability to continue as a going concern after it completed
an audit of the company's financial statements for the year ended
Dec. 31, 2004.  The Company delivered a copy of its annual report
to the Securities and Exchange Commission last week.  A similar
explanatory paragraph has been included in Annual Report filings
in each of the past three years by the Company's independent
auditor.

The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern.  At March 31, 2005, the
Company had approximately $1.7 million in cash and cash
equivalents.  Based on its 2005 operating plan, the Company
believes that its cash balances as of March 31, 2005, will only
provide sufficient capital to fund operations for a very limited
period of time and will not be sufficient to fund operations into
the third quarter of 2005.  The Company is exploring potential
funding opportunities including the sale of equity securities or
entering into a strategic transaction relating to its Surgical
Ablation System.


CATHOLIC CHURCH: Portland Wants National Union Settlement Approved
------------------------------------------------------------------
On September 14, 2004, the Archdiocese of Portland in Oregon filed
an adversary proceeding with the U.S. Bankruptcy Court for the
District of Oregon against various insurance companies,
particularly:

   1.  ACE USA, Inc.,
   2.  Centennial Insurance Company,
   3.  Fireman's Fund Insurance Company,
   4.  General Insurance Company of America,
   5.  Interstate Fire & Casualty Company,
   6.  Interstate Insurance Group,
   7.  National Union Fire Insurance Company of Pittsburgh,
   8.  One Beacon America Insurance Company,
   9.  St. Paul Fire and Marine Insurance, and
   10. Certain John Doe Insurance Companies

Portland demanded insurance coverage for tort claims asserted
against the Archdiocese.

National Union issues a claims-made excess policy to Portland that
covered abuse claims asserted against the Archdiocese up to the
expiration date of August 31, 2000.  The policy was excess of a
similar claims-made policy issued by Lexington Insurance Company,
with a self-insured retention of $150,000.  The Lexington policy
limits were exhausted by payments made to settle claims in 2000.  
Therefore, National Union dropped down to take the place of
Lexington.

A Tort Claimant asserted a claim during National Union's policy
period in 2000.  The Tort Claimant settled his case against the
Archdiocese for $400,000.  Therefore, Portland asserts that
National Union would be responsible for $250,000 above the
$150,000 self-insured retention.

By this motion, Portland asks the Court to approve a settlement
and release agreement with National Union.  Under the proposed
settlement, National Union will be paying the Archdiocese
$250,000, which is the maximum amount the Archdiocese believes is
currently due under the National Union policy.

In exchange, Portland will dismiss National Union from the
Adversary Proceeding, without prejudice.  The parties will also
mutually release each other from claims relating to the Tort
Claimant's claim.

Portland is unaware of any other claims made during National
Union's coverage period for which National Union currently owes
any sums to the Archdiocese.  Thomas C. Sand, Esq., at Miller
Nash, LLP, in Portland, Oregon, notes that the dismissal provided
for in the Settlement Agreement allows the Archdiocese to re-file
against National Union in the future if it is later determined
that the claim exists and the parties are unable to resolve it.

National Union will make payment within 90 days after Court
approval of the Settlement becomes final.

Mr. Sand asserts that the Settlement must be approved because:

   (a) Portland believes that it would likely succeed in the
       litigation against National Union.  This is reflected in
       the Settlement Agreement, pursuant to which National Union
       agrees to pay the maximum amount due relating to the Tort
       Claimant's claim;

   (b) Portland does not believe there would be substantial
       difficulty in collection of an award in its favor, once
       reduced to judgment.  However, there may be delay on the
       collection;

   (c) The Adversary Proceeding is a large and complex case
       against many insurance companies.  Settling with National
       Union will allow the Archdiocese to focus its efforts
       and resources against the other insurance company
       defendants; and

   (d) By agreeing to settle the claim against National Union by
       obtaining the maximum amount due relating to the Tort
       Claimant's claim, the Archdiocese has not diminished the
       return for creditors.  The settlement will conserve estate
       resources because Portland will no longer have to spend
       time and money pursuing National Union.  Also, Portland is
       not hindering its ability to pursue further claims against
       National Union in the remote event that another claim
       should be made against the National Union policy.

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)


CENTRAL PARKING: Halts Talks on Possible Asset Sale
---------------------------------------------------
Central Parking Corporation (NYSE: CPC) terminated discussions
regarding the potential sale of the Company.  The Company expects
to continue to review alternatives designed to enhance shareholder
return, including a share repurchase program, changes in its
dividend policy and other changes in the capitalization of the
Company.  On March 14, 2005, Central Parking disclosed that it had
retained Morgan Stanley to assist in evaluating various strategic
alternatives to maximize shareholder value, including a possible
asset sale.  

Monroe J. Carell, Jr., Chairman and Chief Executive Officer said,
"The Board has decided not to pursue a sale transaction at this
time, and the Board has terminated discussions with potential
buyers.  After considering the Company's strong franchise and
future prospects, the Board concluded that the Company can best
enhance shareholder value by streamlining operations and focusing
on core competencies and key markets with the greatest potential
for growing profits."

                      About the Company

Central Parking Corporation, headquartered in Nashville,
Tennessee, is a leading provider of parking and transportation-
related services.  As of March 31, 2005, the Company operated more
than 3,400 parking facilities containing over 1.5 million spaces
at locations in 37 states, the District of Columbia, Canada,
Puerto Rico, the United Kingdom, the Republic of Ireland, Chile,
Colombia, Germany, Mexico, Peru, Poland, Spain, Switzerland,
Venezuela and Greece.

                        *     *     *

As reported in the Troubled Company Reporter on March 18, 2005,
Standard & Poor's Ratings Services placed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit rating, on CreditWatch with
negative implications.  This means that the ratings could be
affirmed or lowered following the completion of Standard & Poor's
review.

Central Parking has about $214.1 million total debt outstanding as
of Dec. 31, 2004.

The CreditWatch placement follows Central Parking's March 15
announcement that it engaged Morgan Stanley to assist in pursuing
various strategic alternatives, which includes the possible sale
or recapitalization of the company.  Standard & Poor's continues
to believe that the company will likely remain highly leveraged
and that a potential sale or recapitalization transaction could
result in a weaker financial profile for the company.  The
CreditWatch placement also reflects Standard & Poor's concern over
recent management turnover following the resignation of Mark
Shapiro, the company's Chief Financial Officer.


CHESAPEAKE ENERGY: Prices Tender Offers for 8.125% & 9% Sr. Notes
-----------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has calculated the
consideration that it will pay to holders in conjunction with its
previously announced tender offers and consent solicitations
relating to its $245,407,000 aggregate principal amount of 8.125%
Senior Notes due 2011 and its $300,000,000 aggregate principal
amount of 9.00% Senior Notes due 2012, each of which commenced on
June 7, 2005.

The total consideration, including the consent payment, to be paid
for validly tendered 8.125% Notes accepted for purchase was fixed
at $1,070.75 per $1,000 principal amount of 8.125% Notes tendered.  
The total consideration, including the consent payment, to be paid
for validly tendered 9.00% Notes accepted for purchase was fixed
at $1,138.13 per $1,000 principal amount of 9.00% Notes tendered.

Holders who validly tender their Notes by 5:00 p.m., New York City
time, on June 20, 2005, will receive the applicable total
consideration, which includes the consent payment of $20.00 per
$1,000 principal amount of Notes accepted for purchase.  Holders
who validly tender their Notes by the Consent Date will receive
payment for Notes accepted for purchase on the initial payment
date, which is expected to be on or about June 21, 2005.

The tender offers are scheduled to expire at 5:00 p.m., New York
City time, on July 6, 2005, unless extended.  Holders who validly
tender their Notes after the Consent Date and prior to the
Expiration Date will receive the total consideration minus the
$20.00 consent payment per $1,000 principal amount accepted for
purchase.  Accordingly, holders who validly tender their 8.125%
Notes after the Consent Date and prior to the Expiration Date will
receive $1,050.75 per $1,000 principal amount of 8.125% Notes
validly tendered and accepted.  Holders who validly tender their
9.00% Notes after the Consent Date and prior to the Expiration
Date will receive $1,118.13 per $1,000 principal amount of 9.00%
Notes validly tendered and accepted.  Payment for Notes tendered
after the Consent Date will be made promptly after the Expiration
Date.

The total consideration to be paid for each validly tendered and
accepted 8.125% Note and for each 9.00% Note was fixed at 11:00
a.m. New York City time on Monday, June 20, 2005, on the basis of
the pricing formula set forth in the related Offer to Purchase and
Consent Solicitation Statement dated June 7, 2005.

All holders with Notes that are accepted for payment will also
receive accrued and unpaid interest up to, but not including, the
applicable date of payment for the Notes.  In connection with the
tender offers, the Company is soliciting consents to certain
proposed amendments to eliminate substantially all of the
restrictive covenants and events of default in the indentures
governing the Notes.  Holders may not tender their Notes without
delivering consents or deliver consents without tendering their
Notes.

Each tender offer is subject to the satisfaction of certain
conditions, including Chesapeake's receipt of tenders of Notes
representing at least a majority in principal amount of the 8.125%
Notes or 9.00% Notes, as applicable, and completion of a recently
announced private offering of senior notes which will be used to
finance the tender offers.  Neither tender offer is conditioned
upon the other, and either tender offer may be closed without the
closing of the other.  The terms of the tender offers are
described in the Company's Offer to Purchase and Consent
Solicitation Statement dated June 7, 2005, copies of which may be
obtained from MacKenzie Partners, Inc., the information agent for
the tender offers, at (800) 322-2885 (US toll-free) and (212) 929-
5500 (collect).

The Company has engaged Bear, Stearns & Co. Inc. and Wachovia
Securities to act as dealer managers and solicitation agents in
connection with the tender offers.  Questions regarding the tender
offers may be directed to Bear, Stearns & Co. Inc., Global
Liability Management Group, at (877) 696-2327 (toll-free) and
(212) 272-5112 (collect) or Wachovia Securities, Liability
Management Group, at (866) 309-6316 (toll-free) and (704) 715-8341
(collect).

Chesapeake Energy Corporation -- http://www.chkenergy.com/-- is  
the third largest independent producer of natural gas in the U.S.
Headquartered in Oklahoma City, the company's operations are
focused on exploratory and developmental drilling and producing
property acquisitions in the Mid-Continent, Permian Basin, South
Texas, Texas Gulf Coast and Ark-La-Tex (including the Barnett
Shale) regions of the United States.

                        *     *     *

As reported in the Troubled Company Reporter on June 10, 2005,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Chesapeake Energy Corp.  At the same time,
Standard & Poor's assigned its 'BB-' rating to Chesapeake's
$600 million senior unsecured notes due 2018.  The outlook is
positive.

Oklahoma City, Oklahoma-based Chesapeake will have about
$3.7 billion of debt on a pro forma basis after this transaction.

"Proceeds from the notes will be used to finance the announced
tender for Chesapeake's senior unsecured notes due 2011 and 2012,
roughly $454 million outstanding," said Standard & Poor's credit
analyst Paul B. Harvey.  "Any remaining proceeds will be used for
general corporate purposes and to repay borrowings from its credit
facility," he continued.


CNE GROUP: AMEX Says Fin'l Condition Impairs Ability to Operate
---------------------------------------------------------------
CNE Group, Inc. (AMEX:CNE) received notice from the American Stock
Exchange Staff indicating that at Dec. 31, 2004, it 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/or 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 on or before
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.

                     Going Concern Doubt

In its Form 10-Q for the quarterly period ended March 31, 2005,
filed with the Securities and Exchange Commission, the Company
said it has incurred substantial losses, sustained substantial
operating cash outflows and has a working capital deficit at both
March 31, 2005 and Dec. 31, 2004.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Its continued existence, the Company said, depends on its ability
to obtain additional equity and/or debt financing to fund its
operations and ultimately to achieve profitable operations.  The
Company is attempting to raise additional financing and has
initiated a cost reduction strategy.  At March 31, 2005 management
believes that the working  capital  deficit,  losses and negative
cash flow will ultimately be improved by:

     (i) cost reduction strategies initiated in January and
         June 2004; and

    (ii) additional equity and debt financing  activities in
         addition to those set forth in these financial
         statements.

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.

CNE Group, Inc.'s primary operating subsidiaries are SRC
Technologies, Inc. and U.S. Commlink, Ltd. SRC is the parent of
Connectivity, Inc. and Econo-Comm, Inc. (d/b/a Mobile
Communications). Connectivity, U.S. Commlink and Mobile
Communications 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. The Company has
intellectual property rights to certain key elements of these
products - specifically, certain communication, data entry and
telemetry devices.

The Company also generates revenue from its CareerEngine division
that is engaged in the business of e-recruiting. This segment is
not significant to the operations of the Company.


COLLINS & AIKMAN: Committee Wants Akin Gump as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors Committee for
Collins & Aikman Corporation and its debtor-affiliates' bankruptcy
case, seeks the Court's authority to retain Akin Gump Strauss
Hauer & Feld LLP as its co-counsel, effective as of May 26, 2005.

As co-counsel, Akin Gump will:

   (a) advice the Committee with respect to its rights, duties
       and powers in the Debtors' Chapter 11 cases;

   (b) assist and advice the Committee in its consultations with
       the Debtors relative to the administration of the Debtors'
       Chapter 11 cases;

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and the Debtors' capital structure and
       in negotiating with holders of claims and equity
       interests;

   (d) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors and of the operation of the Debtors'
       businesses;

   (e) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning materials
       related to, among other things, the assumption or
       rejection of certain leases of non-residential real
       property and executory contracts, asset dispositions,
       financing of other transactions and terms of one or more
       plans of reorganization for the Debtors and accompanying
       disclosure statements and related plan documents;

   (f) assist and advice the Committee as to its communications
       to the general creditor body regarding significant matters
       in the Debtors' Chapter 11 cases;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review and analyze applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Committee as to their propriety, and to the extent
       deemed appropriate by the Committee, support, join or
       object thereto;

   (i) advice and assist the Committee with respect to
       legislative or governmental activities, including, if
       requested by the Committee, to perform lobbying
       activities;

   (j) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interest and objectives;

   (k) prepare, on the Committee's behalf, any pleadings, in
       connection with its services;

   (l) investigate and analyze any claims against the Debtors'
       non-debtor affiliates; and

   (m) perform other legal services as may be required.

Current hourly rates for Akin Gump's professionals are:

      Designation                     Billing Rate
      -----------                     ------------
      Partners                        $445 to $795
      Special Counsel and Counsel     $385 to $735
      Associates                      $230 to $450
      Paraprofessionals                $65 to $195

The Committee believes that Akin Gump possesses extensive
knowledge and expertise in the areas of law relevant to the
Debtors' Chapter 11 cases and that Akin Gump is well qualified to
represent the Committee.  Before the Committee's formation, Akin
Gump was retained by an ad hoc committee of unsecured creditors of
the Debtors.

Michael S. Stammer, Esq., a member of Akin Gump, assures Judge
Rhodes that the firm is a "disinterested person" within meaning of
Section 101(14) of the Bankruptcy Code.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Audit Panel Hires Davis Polk as Special Counsel
-----------------------------------------------------------------
On March 17, 2005, Collins & Aikman Corporation publicly announced
that during the course of finalizing its financial statements for
fiscal year ended December 31, 2004, it had identified certain
accounting for supplier rebates that led to premature or
inappropriate revenue recognition or that was inconsistent with
relevant accounting standards and the Debtors' policies and
practices.  Collins & Aikman further announced that it had
initiated an internal review of these matters and that it expected
that certain restatements of its financial results will be
required.

As part of that announcement, Collins & Aikman stated that it
would not be able to file its Annual Report on Form 10-K
containing fiscal 2004 audited financial statements with the
United States Securities and Exchange Commission on time.  Collins
& Aikman stated that it required additional time to complete the
review of the accounting issues, its financial reporting process,
and its controls over financial reporting.  On March 24, 2005, the
company publicly disclosed that an Audit Committee had determined
to conduct an independent investigation into these matters.

The Audit Committee retained Davis Polk & Wardwell as independent
counsel.  In turn, Davis Polk retained Ernst & Young, a nationally
recognized accounting and auditing firm, to provide forensic
accounting services in connection with the Rebate Investigation.  
Although Davis Polk represented the Audit Committee and the
certain non-management directors, not Collins & Aikman as a whole,
Davis Polk's fees and expenses as well as those of E&Y were paid
by the company.

On May 12, 2005, Collins & Aikman announced that the scope of the
Rebate Investigation would include its forecasts for the first
quarter 2005 as well as other matters that have arisen in the
course of the Rebate Investigation.

Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Birmingham,
Michigan, relates that Davis Polk is seeking to determine the
facts surrounding, the extent, and cause of any accounting or
other financial irregularities within the scope of the Rebate
Investigation.  The ultimate goal of Davis Polk is to provide its
findings to the Audit Committee, the Independent Directors,
Collins & Aikman's auditors and certain government regulators.  
David Polk's findings will enable the company to generate accurate
financial information to support business decisions and to obtain
financial statements certified by an independent auditor.  The
findings of the Rebate Investigation are also likely to serve as
the basis for the implementation of remedial measures and
preventive practices and procedures.

In representing the Audit Committee and the Independent Directors
Davis Polk attorneys worked over 2,580 hours and, according to
E&Y, directed 2,400 hours of work by the E&Y forensic team. Davis
Polk, among other things:

   (1) provided, and continues to provide, advice and counsel to
       the Audit Committee and the Independent Directors in
       relation to the Rebate Investigation, including advice
       with respect to the conduct investigation and the
       fiduciary duties of the Audit Committee members and the
       Independent Directors in that regard;

   (2) developed a plan of investigation, including the forensic
       accounting procedures to be performed by E&Y, from
       conducting the Rebate Investigation;

   (3) reviewed, and continues to review with E&Y's forensic
       team, certain transactions within the scope of the Rebate
       Investigation to determine whether they were accounted for
       properly and, if not, what the proper accounting treatment
       should be;

   (4) conducted over 40 interviews of current and former
       executives and employees of the Debtors;

   (5) coordinated and conducted, and continues to coordinate and
       conduct, the retrieval, archival, and review of a
       significant amount of information, documents, and e-mail
       from the Debtors in both electronic and paper format with
       the assistance of the E&Y forensic team; and

   (6) worked closely with E&Y in connection with the execution
       of the Rebate Investigation.

Mr. Fischer reports that while Davis Polk and E&Y have worked
diligently, the Rebate Investigation has not yet been completed.  
Davis Polk believes that it will be necessary to conduct further
interviews and to review thousands of additional documents before
it will be able to conclude the investigation.  Until the Rebate
Investigation has been concluded, Collins & Aikman believes that
it will be difficult to obtain audited financial statements.

Accordingly, the Debtors ask the Court to authorize the Audit
Committee and the Independent Directors to employ Davis Polk, nunc
pro tunc to the Petition Date, as special counsel.

The Debtors also seek permission to pay fees and expenses charged
and incurred by Davis Polk in connection with its representation
of the Audit Committee and the Independent Directors.

                      Scope of Services

As counsel to the Audit Committee and the Independent Directors,
Davis Polk:

   (a) review certain transactions within the scope of the Rebate
       Investigation to determine whether they were accounted for
       properly, and, if not, what the proper accounting
       treatment should be;

   (b) interview current and former executives and employees of
       Collins & Aikman as well as other persons deemed relevant
       to the Rebate Investigation;

   (c) coordinate and conducting the retrieval, archival, and
       review of information, documents, e-mail from Collins &
       Aikman, in both electronic and paper format;

   (d) act as a liaison between the:

       (1) Audit Committee and the Independent Directors; and

       (2) the Official Committee of Unsecured Creditors,
           government regulators, and law enforcement agencies;

   (e) investigate other matters as may be requested and
       provide legal advice to the Audit Committee and the
       Independent Directors in connection with corporate
       governance and the bankruptcy process; and

   (f) perform other services and doing other acts in connection
       with the Rebate Investigation as appropriate.

During the 12-month period prior to the Petition Date, Davis Polk
received from the Debtors $1,115,547, including a $38,169
unapplied retainer for professional services performed and
expenses incurred in connection with the Rebate investigation, and
$468,771 for professional services performed and expenses incurred
in connection with the prior investigation.

The Debtors will pay Davis Polk professionals pursuant to its
customary hourly rates:

         Professional            Designation        Rate
         ------------            -----------        ----
      Martine M. Beamon, Esq.     Partner           $550
      Dennis E. Glazer, Esq.      Partner           $785
      Keith A. Berger, Esq.       Associate         $470
      Kimberly A. Harris, Esq.    Associate         $475
      Aimee Hector, Esq.          Associate         $340
      Gregory S. Rowland, Esq.    Associate         $405
      George A. Sirignano, Esq.   Associate         $265
      David A. Stier, Esq.        Associate         $340
      Jared R. Winnick, Esq.      Associate         $445
      Erin Hoppin                 Legal Assistant   $115

Dennis E. Glazer, Esq., a member of Davis Polk & Wardwell, assures
the Court that the firm does not represent any party-in-interest
in the Debtors' Chapter 11 cases in matters related to the Rebate
Investigation.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Hires McDonald Hopkins as Special Counsel
-----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the Eastern
District of Michigan, to employ McDonald Hopkins Co., LPA, as
special counsel, nunc pro tunc to May 17, 2005.

Over the past three years, McDonald Hopkins served as the Debtors'
regular outside counsel, providing legal advice on a number of
matters.  The Debtors and McDonald Hopkins have invested thousands
of hours building the firm's knowledge and expertise on the
various matters in which it has been involved.  The Debtors, while
unable to use McDonald Hopkins as their bankruptcy counsel, do not
want to lose the knowledge and  expertise McDonald Hopkins has
developed.

As special litigation counsel, McDonald Hopkins will:

   (a) represent the Debtors as their primary labor and
       employment counsel and serving as counsel on matters
       relating to labor neutrality agreements;

   (b) serve as the Debtors' primary counsel with respect to real
       estate, executive contracts, and commercial contracts;

   (c) represent the Debtors in litigation matters, including
       ongoing commercial and intellectual property litigation;

   (d) serve as national coordinating counsel for certain of the
       Debtors' litigation, including asbestos cases; and

   (e) serve as one of the Debtors' counsel on corporate
       transactions.

The Debtors anticipate that one or two of McDonald Hopkins'
lawyers may provide service to the Debtors on an in-house-type
basis.  The Debtors' legal department consists of just one lawyer
-- Jay Knoll, the Debtors' General Counsel.  The Debtors believe
that one in-house lawyer is inadequate, thus, they are evaluating
the possibility of hiring additional lawyers.  In the interim,
they propose to utilize McDonald Hopkins' lawyers to fill an
immediate need.

The Debtors will pay McDonald Hopkins pursuant to these current
hourly rates:

        Shareholders              $230 to $425
        Associates                $140 to $240
        Legal Assistants           $95 to $170
        Law Clerks                         $70

According to McDonald Hopkins' books and records, through May 17,
2005, McDonald Hopkins received $1,730,550 from the Debtors during
the preceding 12 months for legal services rendered and expenses
incurred.  As of May 17, 2005, McDonald Hopkins was owed
1,542,1455 for fees and expenses incurred, an amount McDonald
Hopkins is not required and does not intend to waive.

Shawn M. Riley, a shareholder of McDonald Hopkins, assures the
Court that the firm does not represent or hold any interest
adverse tot he Debtors or their estates with respect to matters on
which it is to be employed.

Headquartered in Troy, Michigan, Collins & Aikman Corporation --
http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 05; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CONSTELLATION BRANDS: Won't Pursue Offer for Allied Domecq
----------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR) disclosed that
the consortium which includes Constellation, Brown-Forman
Corporation (NYSE: BFB), Lion Capital and The Blackstone Group,
after careful consideration following due diligence, has
determined not to pursue an offer for Allied Domecq plc.

Constellation Brands Chairman and Chief Executive Officer Richard
Sands, stated, "Constellation approached this opportunity in a
disciplined strategic and financial manner and does not believe
that the economics justify an offer.  Our basic premise is always
that a transaction must create value for our stakeholders.  Simply
put, careful consideration and evaluation of the details following
due diligence did not identify sufficient value for submitting an
offer."

Mr. Sands continued, "Constellation greatly appreciates the strong
support we have received from our shareholders and consortium
partners throughout this process.  We continue to believe that
there are additional opportunities to complement growth of our
base business with strategic acquisitions in our industry, and we
will remain a determined and disciplined buyer.  As the largest
wine company in the world, and the largest multi-category supplier
of beverage alcohol in the U.S., Constellation looks toward
building upon its outstanding track record of delivering true
growth and value to our shareholders."

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a   
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Constellation Brands is also the
largest fine wine company in the United States.  Well-known brands
in Constellation's beverage alcohol portfolio include: Corona
Extra, Pacifico, St. Pauli Girl, Black Velvet, Fleischmann's, Mr.
Boston, Paul Masson Grande Amber Brandy, Franciscan Oakville
Estate, Estancia, Simi, Ravenswood, Blackstone, Banrock Station,
Hardys, Nobilo, Alice White, Vendange, Almaden, Arbor Mist,
Stowells and Blackthorn.

                        *     *     *

As reported in the Troubled Company Reporter on May 2, 2005,
Standard & Poor's Ratings Services placed its 'A' long-term and
'A-1' short-term corporate credit and other ratings on Louisville,
Kentucky-based Brown-Forman Corp. and the 'BB' corporate credit
rating and other ratings on Fairport, New York-based Constellation
Brands Inc. on CreditWatch with negative implications.

The CreditWatch listings follow the confirmation by both companies
that they are part of a consortium considering a potential
takeover of Allied Domecq PLC (BBB+/Watch Neg/A-2).  Although no
offer has been made and no financial details have been disclosed
regarding this potential transaction, Allied's current market
value is substantial, at approximately $14.6 billion.

"We believe that even a partially debt-financed acquisition of
this size could weaken credit measures for both companies below
levels appropriate for their current respective ratings," said
Standard & Poor's credit analyst Nicole Delz Lynch.  Furthermore,
competitive bidding may drive the price even higher.  On
April 21, 2005, Pernod Ricard (unrated) made a $14.2 billion offer
in conjunction with Fortune Brands Inc. (A/Watch Neg/A-1) for
Allied.


COOPER-STANDARD: Poor Credit Measures Cue S&P's Negative Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Novi,
Michigan-based Cooper-Standard Automotive Inc. to negative from
stable.  The ratings on the company, including the 'BB-' corporate
credit rating, were affirmed.  Cooper-Standard is a global
manufacturer of fluid-handling systems, body-sealing systems, and
active and passive vibration control systems for the automotive
industry.  The company, controlled by unrated GS Capital Partners
2000 LP and Cypress Group LLC, had total balance-sheet debt of
$907 million at March 31, 2005.  (The equity sponsors acquired
Cooper-Standard from Cooper Tire & Rubber Co. in December
2004.)

"The outlook revision reflects Standard & Poor's concerns about
the company's ability to maintain credit protection measures
consistent with the rating given current challenges," said
Standard & Poor's credit analyst Nancy C. Messer.  "The company's
first-quarter 2005 EBITDA was $53.5 million, after being adjusted
for several nonrecurring items.  This is down 21% year-over-year
because of lower light vehicle production volumes and higher
material costs."

Nearly 60% of the company's existing revenue base depends on sales
to General Motors Corp. and Ford Motor Corp.  Both of these
companies are steadily losing market share and have significantly
cut production volumes this year.  Cooper-Standard expects to
generate savings from lean manufacturing initiatives so that it
can offset price concessions to customers and also counteract wage
inflation.  Cooper-Standard has won $53 million of net new
business, two-thirds of which comes from non-Detroit based
companies.

Nonetheless, Standard & Poor's expects the company's EBITDA to
fall short of plan for the year.  Costs for the materials steel,
EPDM (synthetic rubber), and natural rubber are at historically
high levels, and the company will likely recover only part of
these costs from customers.  At the same time, original equipment
manufacturers' weak production volumes have caused the company to
absorb less of its fixed costs.

Free cash flow generation, thus debt reduction, is likely to fall
short of the company's plan, and credit measures may remain below
the level expected for the ratings at year-end 2005 because the
operating environment is expected to remain challenging throughout
the year.  Cooper-Standard's leverage was aggressive for the
rating at March 31, 2005, with lease-adjusted total debt to EBITDA
exceeding 4x, higher than our expectations of 3.5x to 4.0x.
Trailing-12-month funds from operations (FFO) to adjusted total
debt was 15%, which was in line with expectations but down from
the year-end 2004 level.  Liquidity remains adequate for the
rating.

The ratings on Cooper-Standard reflect the company's weak business
profile and aggressive financial profile, characterized by
aggressive leverage and weak cash flow protection.  Business risks
arise from the company's exposure to the highly competitive,
price-sensitive, and cyclical automotive light vehicle market.  In
particular, Ford and GM, which are experiencing steady market
share declines, account for a significant 57% of Cooper-Standard's
sales.  Cooper-Standard's position as the largest North
American and global supplier of automotive sealing products is
reflected in its No. 1 or No. 2 market positions for more than
half its products.


CSC HOLDINGS: Fitch Places Low-B Debt Ratings on Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed the 'BB-' senior unsecured debt rating
and the 'B+' senior subordinated debt rating assigned to the
restricted group of CSC Holdings, Inc. on Rating Watch Negative.

Additionally, Fitch has also placed the 'BB' rating assigned to
CSC's $2.4 billion guaranteed senior unsecured credit facility on
Rating Watch Negative.  CSC is a wholly owned subsidiary of
Cablevision Systems Corporation. Approximately $6.4 billion of
debt is affected by Fitch's action.

Fitch's action follows a proposal made by controlling shareholders
of CVC to take CVC private in a transaction valued at $33.50 per
share.  In accordance with the proposal, CVC will distribute CVC's
equity interest in its wholly owned subsidiary Rainbow Media
Holdings, LLC to CVC shareholders.  Additionally, CVC public
shareholders will receive $21.00 per share cash consideration in
connection with the merger of CVC with an entity controlled by the
controlling shareholders.  The transaction, as currently
envisioned, will result in CSC's current cable businesses and its
Lightpath business being owned by a private entity.

The funding requirements in connection with the transaction will
be approximately $6.8 billion, all of which is expected to be debt
financed.  From Fitch's perspective, the proposed transaction
materially increases CSC's financial risk and significantly erodes
CSC's credit profile.  From a consolidated view total debt, pro
forma for the closing of the transaction, will increase to
approximately $12.5 billion.  Assuming the Telecommunications
segment's LTM EBITDA as of the end of the first quarter of 2005 of
approximately $1.257 billion, leverage pro forma for the
transaction will increase to 9.95 times (x).

Pursuant to the terms of the proposal, CSC will assume CVC's
obligations under CVC's 8% senior notes due 2012 and the floating-
rate notes due 2009.  CSC also expects to enter into a new senior
secured bank facility, the proceeds from which will be used to
refinance the existing $2.4 billion bank facility.  In addition,
up to $4.25 billion of debt is expected to be issued at the
holding company level.  Fitch had expected the company to generate
positive free cash flow during 2005.  

The proposed spin-off of the Rainbow businesses will alleviate
CSC's funding burden associated with the developing Rainbow
businesses particularly VOOM's 21 HD channels.  Nonetheless, Fitch
believes if the contemplated transaction is consummated, the
higher leverage will constrain CSC's ability to generate free cash
flow.

In resolving the Rating Watch, Fitch will consider the final
capital structure, credit profile, and recovery prospects of the
entities created by the transactions, as well as the business and
operational risks of the entities going forward.  Due to the
leveraging nature of the proposed transaction, Fitch expects a
multinotch downgrade of the ratings upon closing of the
transaction.

Fitch's current ratings for CSC's restricted group reflect the
operating advantages derived from the company's technologically
upgraded network and its tightly clustered subscriber base.  

Fitch's ratings also incorporate the growth and continuing
diversification of CSC's revenue generating units and positive
basic subscriber trends.  Fitch's ratings also reflect the
increasing business risk and the potential negative impact on
subscriber metrics, revenue growth, and margin performance
stemming from the persistent competition for video subscribers
from the DBS operators and for broadband subscribers primarily
from the regional bell operating companies.  Longer-term credit
risks are centered on the increased competition for video business
resulting from the RBOCs entering into the video business.


DECISIONONE CORP: Closes Texas & Pennsylvania Operations
--------------------------------------------------------
One month after emerging from bankruptcy, DecisionOne Corp. will
close its call center located in Bryan, Texas.  The closure,
slated for July 31, 2005, will put 186 employees out of work.  
DecisionOne says displaced employees are being offered jobs
elsewhere with the company.

According to a report in the Austin Business Journal, DecisionOne
told the Texas Workforce Commission that the closure is "sudden
and unexpected."

DecisionOne will also cease operations of its repair and
distribution center in Malvern, Pa., by September 1, 2005,
according to documents filed with the Pennsylvania Department of
Labor and Industry.  This move is designed to reduce the company's
debt and strengthen its balance sheet.

Headquartered in Frazer, Pennsylvania, DecisionOne Corporation
-- http://www.decisionone.com/-- serves leading companies and    
government agencies with tailored information technology support
services that maximize the return on technology investments,
minimize capital and infrastructure costs and optimize operational
effectiveness.  The Company filed for chapter 11 protection on
March 15, 2005 (Bankr. D. Del. Case No. 05-10723).  Mark D.
Collins, Esq., and Rebecca L. Booth, Esq., at Richards Layton &
Finger, P.A., and Michael A. Bloom, Esq., and Joel S. Solomon,
Esq., at Morgan, Lewis & Bockius LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $107 million and total
debts of $273 million.  The Court confirmed the Company's Plan of
Reorganization on April 19, 2005.


DMX MUSIC: Creditors Must File Proofs of Claim by September 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
September 5, 2005, at 4:00 p.m., as the deadline for all creditors
owed money by DMX Music, Inc., and its debtor-affiliates, on
account of claims arising prior to February 14, 2005, to file
formal written proofs of claim.  Creditors must deliver their
claim forms to:

             Omni Management Group, LLC
             Claims Noticing Agent
             16501 Ventura Boulevard, Suite 440
             Encino, CA 91436-2068                        

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,   
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated
more than $100 million in assets and debts.


DMX MUSIC: Wants to Extend Exclusive Plan Filing Until Aug. 15
--------------------------------------------------------------
DMX Music, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the time within which
they alone have the exclusive right to file a plan of
reorganization and disclosure statement.  The Debtors ask the
Bankruptcy Court to extend their exclusive plan filing period
through August 15, 2005.  The Debtors also ask the Court to extend
their exclusive period to solicit plan acceptances of that plan
through October 13, 2005.

The Debtors tell the Bankruptcy Court they've been unable to
develop an appropriate plan of liquidation because they have
focused substantially all their efforts on the sale of their
assets.  As previously reported in the Troubled Company Reporter,
the Bankruptcy Court approved DMX's sale of substantially all of
its assets to THP Capstar, Inc., for $75 million.  

The Debtors believe they are now positioned to negotiate and
confirm a liquidating chapter 11 plan that allocates those sale
proceeds to their creditors.  

The Debtors assure the Court that the extension will not prejudice
their creditors and other parties-in-interest in these chapter 11
cases.  The Debtors add that the extensions will allow meaningful
and reasonable opportunity to negotiate with their creditors and
to propose and confirm a consensual plan.  

Headquartered in Los Angeles, California, DMX MUSIC, Inc., --
http://www.dmxmusic.com/-- is majority-owned by Liberty Digital,   
a subsidiary of Liberty Media Corporation, with operations in more
than 100 countries.  DMX MUSIC distributes its music and visual
services worldwide to more than 11 million homes, 180,000
businesses, and 30 airlines with a worldwide daily listening
audience of more than 100 million people.  The Company and its
debtor-affiliates filed for chapter 11 protection on Feb. 14, 2005
(Bankr. D. Del. Case No. 05-10431).  The case is jointly
administered under Maxide Acquisition, Inc. (Bankr. D. Del. Case
No. 05-10429).  Curtis A. Hehn, Esq., 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 estimated
more than $100 million in assets and debts.


DPL INC: Inks New $100 Million Unsecured Revolving Credit Facility
------------------------------------------------------------------
DPL Inc. (NYSE:DPL) entered into a $100 million, 364-day unsecured
revolving credit facility at its principal subsidiary, The Dayton
Power and Light Company.  The facility replaces an agreement,
which expired May 31, 2005.  It can be extended annually through
May 30, 2010.

"The revolving facility provides sufficient liquidity and
financial flexibility for our general operations and working
capital needs," said John Gillen, DPL Senior Vice President and
Chief Financial Officer.

Key Bank N.A. is the administrative agent and co-lender, and
LaSalle Bank N.A. is the other co-lender.  At the Company's
discretion, the new facility can be increased up to $150 million.
As of June 20, the Company had no outstanding borrowings under
this credit agreement.

           Previous Unsecured Revolving Credit Agreement

In June 2004, DP&L obtained a $100 million unsecured revolving
credit agreement that extended and replaced its previous revolving
credit agreement of $150 million.  The new agreement, which
expires on May 31, 2005, provides credit support for DP&L's
business requirements during this period and may be increased up
to $150 million.  The facility contains two financial covenants
including maximum debt to total capitalization and minimum
earnings before interest and taxes to total interest expense.  
These covenants are currently met.  DP&L had no outstanding
borrowings under this credit facility at March 31, 2005 or at
year-end 2004.  Fees associated with this credit facility were
approximately $0.6 million per year.  Changes in debt ratings,
however, may affect the applicable interest rate for DP&L's
revolving credit agreement.

DPL Inc. (NYSE: DPL) -- http://www.dplinc.com/-- is a regional  
electric energy and utility company. DPL's principal subsidiaries
include The Dayton Power and Light Company; DPL Energy, LLC; and
DPL Energy Resources, Inc. DP&L, a regulated electric utility,
provides service to over 500,000 retail customers in West Central
Ohio; DPLE engages in the operation of merchant peaking generation
facilities; and DPLER is a competitive retail electric supplier in
Ohio, selling to major governmental, industrial, and commercial
customers.  DPL, through its subsidiaries, owns and operates
approximately 4,400 megawatts of generation capacity, of which
2,800 megawatts are low cost coal-fired units and 1,600 megawatts
are natural gas fired peaking units.

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2005,
Standard & Poor's Ratings Services raised its corporate credit
ratings on DPL Inc. and its regulated subsidiary, Dayton Power &
Light Company to 'BB' from 'BB-'.  Standard & Poor's also affirmed
its 'BBB-' rating on DP&L's first mortgage bonds.

All the ratings were removed from CreditWatch with positive
implications where they were placed on Feb. 14, 2005 following the
company's announcement of its proposed asset sale of its
investment portfolio.

The outlook is positive.  Dayton, Ohio-based DPL had about $2.1
billion of debt outstanding as of Dec. 31, 2004.

The rating action follows the company's filing with the SEC of its
audited financial statements 2004 Form 10-K with relatively
minimal and immaterial restatements, and the recent completion of
the sale of a significant portion of DPL's investment portfolio
for net cash proceeds of about $520 million.

"The sale of a sizable portion of its higher-risk investment
portfolio, combined with the fact the company plans to use such
cash proceeds toward debt reduction, bolsters DPL's overall
creditworthiness by enhancing its business profile and should
further improve its financial profile," said Standard & Poor's
credit analyst Brian Janiak.

"Nevertheless, the rating on DPL reflects the company's high debt
leverage, weak cash flow coverage measures, adequate liquidity,
and average consolidated business risk profile," said Mr. Janiak.

Standard & Poor's also said that future upward momentum for DPL's
credit ratings will be strongly correlated with the actual timing
of the sale of its remaining interest of its investment portfolio
assets and management's ultimate use of cash proceeds toward the
balancing of debt reduction and reinvestment needs in its core
operations.


ELECTRIC & GAS: April 30 Balance Sheet Upside-Down by $49,436
-------------------------------------------------------------
Electric & Gas Technology, Inc. (OTCBB:ELGT) reported financial
results for the third quarter of its fiscal year, ended April 30,
2005.

Daniel A. Zimmerman, President and CEO of ELGT, said, "We have
stated our primary short-term financial objective as being able to
reverse the trends of the last several years and demonstrate
profitability for this fiscal year.  Our secondary objective has
been to accomplish this by being profitable in each of the four
quarters.  This profit in our third quarter, although modest
compared to the first two quarters, means that we are now three
quarters of the way to reaching that goal."

Results from continuing operations for the three months ended
April 30, 2005 included sales of $2,024,000 compared to $1,653,341
for the same period a year ago.  Year to date sales for the nine
months ended April 30, 2005 were $6,634,915 compared to $4,569,005
for the same period last year.  Income from continuing operations
for three months was $1,628 as compared to a loss of $943,723 from
the prior year for the same period.  Income from continuing
operations for nine months was $107,183 as compared to a loss of
$1,434,160 from the prior year for the same period  

Mr. Zimmerman continued, "The revenue growth is particularly
satisfying because it is a direct reflection of the commitment and
hard work of all of the company's employees. The earnings results
are a bonus in light of the dramatic clean up effort our
management has undertaken.  We will continue to focus on improving
our balance sheet and financial stability as we work toward our
primary long-term goal of increasing shareholder value."

Commenting on business operations Mr. Zimmerman added, "This quick
and steady improvement in financial performance is a result of the
changes in strategic direction made prior to the beginning of this
fiscal year.  As important as producing profits is to the Company
at this stage, it is only one measure of the over all turn-around
that we are engaged in.  We have expanded our capabilities and
capacities in the contract manufacturing sector.  We have
introduced two new proprietary products for the natural gas
industry and are progressing with three additional new designs,
all of which are being developed and manufactured in-house.  We
are diversifying and expanding our market coverage and customer
base.  We have simplified the corporate structure and reduced its
associated overhead.  Perhaps most importantly in this critical
turn-around year, we continue to leverage benefits from our
initiative to consolidate operational functions."

Mr. Zimmerman concluded by saying, "I would like to take this
opportunity to thank all the stakeholders of ELGT who have given
this management team their much needed support.  This includes the
many loyal customers, suppliers and shareholders whose confidence
and encouragement has helped make this progress possible."

                    About the Company

Electric & Gas Technology, Inc. is a publicly traded company that,
through its subsidiaries, operates in two main areas: (1)
Utilities Products and (2) Contract Manufacturing.

At Apr. 30, 2005, Electric & Gas Technology, Inc.'s balance sheet
showed a $49,436 stockholders' deficit, compared to a $195,991
deficit at Jul. 31, 2004.


EQUIFIRST MORTGAGE: Good Credit Support Cues S&P to Hold Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 57
classes of mortgage-backed securities from five transactions
issued by Equifirst Mortgage Loan Trust.  Approximately $1.78
billion in certificates is affected.

The rating affirmations are based on credit support percentages
that are sufficient to maintain the current ratings on the
certificates.  The credit support for these transactions comes
from a combination of excess interest, overcollateralization, and
subordination.

Cumulative losses range from 0.00% to 1.13% of the original pool
balances.  Ninety-plus-day delinquencies, including REOs and
foreclosures, range from 0.65% to 7.33% of the current pool
balances.

All of the loans were either originated by EFC Holdings Corp. or
purchased in the secondary market and underwritten or re-
underwritten in accordance with its guidelines.  The guidelines
are meant to assess both the borrower's ability to repay the loan
and the adequacy of the value of the mortgaged property.  Most of
these loans are conventional, fixed- and adjustable-rate, fully
amortizing, first-lien residential mortgage loans with original
terms to maturity of no more than 30 years.
   
                          Ratings Affirmed
    
                    Equifirst Mortgage Loan Trust
   

               Series      Class                 Rating
               ------      -----                 ------
               2003-1      I-F1, II-A1           AAA
               2003-1      M-1                   AA
               2003-1      M-2                   A
               2003-1      M-3                   BBB
               2003-2      I-A1, II-A2, III-A3   AAA
               2003-2      M-1                   AA
               2003-2      M-2                   A
               2003-2      M-3                   A-
               2003-2      M-4                   BBB+
               2003-2      M-5                   BBB
               2003-2      M-6                   BBB-
               2003-2      B-1                   BB+
               2004-1      I-A-1, II-A-1         AAA
               2004-1      II-A-2, II-A-3        AAA
               2004-1      M-1                   AA
               2004-1      M-2                   A+
               2004-1      M-3                   A
               2004-1      M-4                   A-
               2004-1      M-5                   BBB+
               2004-1      M-6                   BBB
               2004-1      M-7                   BBB-
               2004-1      B-1                   BB+
               2004-2      I-A-1, II-A-1         AAA
               2004-2      II-A-2, II-A-3        AAA
               2004-2      M-1                   AA+
               2004-2      M-2                   AA
               2004-2      M-3                   AA-
               2004-2      M-4                   A+
               2004-2      M-5                   A
               2004-2      M-6                   A-
               2004-2      M-7                   BBB+
               2004-2      M-8                   BBB
               2004-2      M-9                   BBB-
               2004-2      B-1                   BB+
               2004-2      B-2                   BB
               2004-3      A-1, A-2, A-3         AAA
               2004-3      M-1                   AA+
               2004-3      M-2                   AA
               2004-3      M-3                   AA-
               2004-3      M-4                   A+
               2004-3      M-5                   A
               2004-3      M-6                   A-
               2004-3      M-7                   BBB+
               2004-3      M-8                   BBB
               2004-3      M-9, M-10             BBB-
               2004-3      B-1                   BB+
               2004-3      B-2                   BB


FEDERAL-MOGUL: Asbestos Estimation Hearing Continues
----------------------------------------------------
The formal hearing to estimate the aggregate value of asbestos-
related personal injury claims against Federal-Mogul Corporation
and its debtor-affiliates continued for a third day in Camden,
N.J., before the Honorable Joseph H. Rodriguez.  

              Dr. Peterson on Future Asbestos Claims

"How [would] you go about evaluating Turner & Newall's liability
for future claims?" Elihu Inselbuch, Esq., at Caplin & Drysdale,
Chartered, asked Dr. Mark Peterson on the third day of the
Estimation Trial.

Dr. Peterson told the Court that he would use the same basis he
used to value pending claims.  The only difference is the need to
use a forecast since the number of future claims is uncertain and
unknown.  Dr. Peterson explained that the forecast will be made
for each future year and will take into account monetary
inflation and the year of payment to discount the payments back
to 2001 to present value.  Dr. Peterson related that he made
forecasts separately for each of the disease categories --
mesothelioma, lung cancer, other cancers and nonmalignant claims.  
Dr. Peterson did not forecast the unspecified category because it
will not be paid anyway.  Dr. Peterson said he used the trends
and claim filings that were happening generally in asbestos
litigation, and certain matters that would have continued and
added pressures towards increasing the number of claims.  Dr.
Peterson also looked at the claim filings against other
defendants in 2002 through 2004 to provide him of a sanity check
of the events.  

According to Dr. Peterson, T&N's data have confirmed that trends
were going up with regard to claim filings, and in 2001, there
was a particular spike in nonmalignant claims.

Dr. Peterson compared the number of occurrences of mesothelioma
in a year to the number of claims filed against T&N in that same
year.  The number of occurrences, Dr. Peterson said, represent
the potential number of claims that might have been filed against
T&N.  "The actual claims, of course, represent the actual
experience of filings.  And so by comparing the two, by dividing
the number of claims by the incidence, we can calculate a rate of
claiming."  That rate of claiming, Dr. Peterson said, is the
propensity to sue.

Having determined what the past propensity to sue, Dr. Peterson
looked at the absent levels -- the rate of claiming at the time
that T&N entered into bankruptcy and the trends at that time.  
"We would expect that the claiming in the future would . . .
begin at about the rate we've seen in the most recent time, but
to the degree that [it] has been increasing or decreasing."  

To forecast nonmalignant diseases, Dr. Peterson used the standard
method among most forecasters.  He looked at what's been the
historic relationship between the number of nonmalignant claims
filed annually against T&N and the number of cancer claims.

To further examine the history, Dr. Peterson told the Court that
he looked at the empirical data on past experience.  "There was
considerable increase in the number of cancer claims in the last
two years preceding the bankruptcy," Dr. Peterson noted.

Dr. Peterson reiterated that the bankruptcies by other defendants
contributed to filings against T&N in 2000 and 2001 until it
filed for bankruptcy.

Dr. Peterson noted that in recent years, the plaintiffs' lawyers
have substantially increased their advertising to gain
representation of asbestos-related cancer victims, particularly
through the Internet.

Dr. Peterson commented on the "spike" that occurred in the
mid-1980s.  "That occurred because of the entrance of [T&N] in
the Center for Claims Resolution and in the Asbestos Claims
Facility."  Dr. Peterson emphasized that during the existence of
the CCR, T&N essentially accepted and got liabilities for claims
of all members, including claims that had been filed in the past
before those entities are formed.  But ignoring that spike, Dr.
Peterson noted that there is increase in claims in recent years.  
Dr. Peterson took the trends and compared them with the
epidemiological forecasts.

Mr. Inselbuch asked Dr. Peterson where he gets the
epidemiological forecast.

There is only one peer reviewed medical study that provides the
kind of information necessary to do epidemiological forecasting,
Dr. Peterson told the Court.  "It's a study by Drs. Nicholson,
Perkel and Selikoff, who are the primary researchers really in
this area working at Mount Sinai."

Dr. Peterson related that in 1981 and 1982, the three doctors
published a report on workers exposed on asbestos.  The study
made estimates of the relative amount of asbestos fibers that the
workers were exposed to, looked at turnover in the labor
populations in each of those asbestos industries, and then
applied rates of development of medical disease, of cancers, to
forecast future claims.  The study forecasted from 1970 through
2030 the number of persons who would die each year from asbestos-
related lung cancer and asbestos-related "meso" or another
cancer, Dr. Peterson said.  The study, Dr. Peterson continued, is
the only peer reviewed study of its nature and also the most
widely used epidemiological study both in litigation and within
the medical community.

Dr. Peterson noted that the National Cancer Institute
Surveillance of Epidemiology and End Results provides data
estimates of the annual number of deaths for every kind of
cancer, including mesothelioma.  The program monitors the
occurrences and results of cancer in 13 sites around the country,
including Ohio, Los Angeles, Long Beach and Honolulu.  From those
13 sites, there can be an estimate of the total occurrence, the
total deaths of mesothelioma in the country as a whole.  Using
the rates from the 13 sites, Dr. Peterson continued that it could
be multiplied to the country as a whole, essentially adjusting
for ages of each of the groups to provide an estimate for every
cancer.

As to mesothelioma, Dr. Peterson noted that he could not make a
comparison between Dr. Nicholson's projections and the SEER
counts for lung cancer because lung cancer is caused by other
matters and other toxins than asbestos, primarily smoking.  "So
there will be many more lung cancer deaths in this country than
Nicholson forecasts for that are asbestos-related, but for
mesothelioma the only known cause is asbestos."

Dr. Peterson related that in the recent years, SEER count is a
bit lower but before 1990, the SEER counts were lower for a
series of years compared to Nicholson.  Dr. Peterson noted that
the forecasts for mesothelioma from 1990 through 2001 were
increasing but slowly.

Dr. Peterson used other forecasts, including that made by KPMG
Peat Marwick for the National Gypsum bankruptcy.  KPMG forecast
was made until the year 2050.  To use the KPMG, the trends in the
KPMG forecast extend Nicholson out further for 20 years.
Nicholson's forecast was cut off until 2030.

To project into the future, Dr. Peterson took a calculation of
the propensity to sue and multiplied it by the incidence to
estimate what will be the number of deaths occurring in the
future years.

"Could you describe to the Court how you went about then
projecting the propensity to sue for Turner & Newall for the
future?" Mr. Inselbuch asked.

According to Dr. Peterson, he made two alternative calculations
of the future propensity to sue -- the increasing model and the
no increase model.

Dr. Peterson told the Court that he would not be precisely right
in his forecast.  "Forecasting is a process of error.  So it may
go up faster or slower . . . and, indeed, if we look at what's
happening to other defendants at this point in time in 2003,
2004, other defendants who were in the CCR and left, it suggests
that I've underestimated the rate of increase."  Dr. Peterson
noted that the increase in propensity to sue is more plausible.

Dr. Peterson is confident that his increasing model does not
overestimate T&N's liability and even suggested that he probably
have underestimated T&N's liability.

"How did you go about forecasting other malignant claims?" Mr.
Inselbuch asked.

"It is precisely the same kind of calculation you calculate
propensities to sue.  And we did the same -- and had two
alternative models, increase in propensity to sue we forecast
will occur is one model and the second model is a propensity to
sue will remain unchanged from the levels in [2000 and 2001],"
Dr. Peterson replied.

Using the no increase model, Dr. Peterson suggested that there
would be about 77,000 future claims.  

"Having forecast the number of claims, how did you go about
forecasting the value or the obligation to pay those claims that
Turner & Newall would have?" Mr. Inselbuch asked.

Dr. Peterson explained that he used the same values that he used
to estimate the pending claims.  Dr. Peterson said that those
payments would increase with monetary inflation, which he
estimated at 2.5%.  Dr. Peterson said that the real value of
those claims would be the same in 2010 and 2030 as they are in
2002.  Dr. Peterson assumed that future settlements would occur
two years after.  "And so when I discount -- so I essentially
apply inflation to two years past the year it's filed and I
assumed that's when the claim would be paid."

Dr. Peterson told the Court that he got the 2.5% increase for
inflation from the Congressional Budget Office and looked at
what's been the recent inflation over the last 10 and 15 years.

                 Owens Corning's Estimation

Mr. Inselbuch asked Dr. Peterson to comment on Judge Fullam's
Order in Owens Corning's estimation.  

   (1) Venue Shopping

Dr. Peterson noted that "venue shopping" was one of the issues
brought up in Owens Corning's estimation.  Dr. Peterson said that
venue shopping was not an issue that was as significant for
Turner & Newall as it might have been for Owens Corning, and with
the exception of one jurisdiction it probably wasn't terribly
important to Owens Corning.  "Judge Fullam specifically
identified three jurisdictions, the State of Mississippi, the
State of Texas, and Southern Illinois being places where there
had been changes in the ability of plaintiffs who are not
residents or didn't work in those jurisdictions to file.  There
have been changes in the venue rules of those three.  The change
in Texas occurred five or six years ago, it was about 1996 I
believe, and so whatever impact that had has already been
reflected in the data for Owens Corning, frankly, and also for
Turner & Newall.  But I've looked at that issue and the primary
effect of the Texas venue statute was to make it more difficult
for claimants who did not -- probably impossible for claimants
who did not either reside in Texas or were not exposed in Texas
to file lawsuits there.  And so it did move some claims.  Well,
in talking with plaintiffs and defendants, what we've seen is
that claims that were otherwise filed in Texas tend to be filed
now in other states.  It was -- the venue was in part used to
deal with problems of statutes of limitations among Alabama and
Georgia claims.  So the claims, it didn't eliminate claims, it
moved them."

Adam Strochak, Esq., at Weil Gotshal & Manges LLP, interrupted
the examination asserting that the expert's analysis on venue
shopping is not contained in his Report.

"Your Honor, an expert provides a report stating his opinions and
the reasons for those opinions," Mr. Inselbuch reasoned.  "In his
testimony, he can answer questions.  He certainly couldn't put in
his report everything he thought about in connection with
formulating his opinion.  It seems to me fair to let the expert
respond to questions that fairly would support or would argue
against the adequacy of his opinion and the adequacy of his
thinking process."

To extent that the questions are directed to help support a
conclusion that's already contained in the reports, Judge
Rodriguez said he will permit that series of questions.

Dr. Peterson continued his discussion on venue shopping.

Dr. Peterson noted that with regard to Texas, some Texas lawyers
who now had fewer cases from out-of-state began to go to other
parts of Texas where they had not very aggressively sought to
represent claims.  "So they ended up bringing more claims into
the litigation and getting higher values because these were now
Texas victims in Texas.  So the net effect of the Texas statute
with regard to venue is, one, it probably didn't have much impact
because cases that were in Texas got transferred elsewhere.  They
may have gotten slightly lower values in other states, it's hard
to tell.  The other impact is that it increased the pressures
within Texas by having more Texas claimants in venues and
jurisdictions that were more threatened, and so probably it was
either a wash or actually increased the liability."

As to Mississippi, Turner & Newall was able to get summary
judgment to dismiss Mississippi cases because the plaintiffs
there weren't able to identify Turner & Newall.

As to Southern Illinois, Dr. Peterson said, it was a euphemism
for Madison County, a particular county in Illinois that's
infamous in asbestos litigation because of the large size of the
verdicts there.  It's a significant jurisdiction and venue issues
there are significant as long as a defendant is very actively
participating in litigation.  "But that wasn't Turner & Newall.  
Turner & Newall, to my knowledge, hadn't tried a case in Madison
County, it was not a litigating defendant.  Even in the future I
think it will not be a particular litigating defendant.  In my
estimates of the future liabilities against Turner & Newall, I
did not make any assumption that those payments would go up
because they were now going to be exposed to judgments in Madison
County that they hadn't been before.  So, the summary of that is
that I did consider venue issues, I considered the specific
issues and jurisdictions that Judge Fullam mentioned and they
might -- they would have marginal effects at most."

   (2) Mass screenings

According to Dr. Peterson, he also considered mass screenings in
his estimation.  "It's an issue that I think there is some
uncertainty about, what would be the entrepreneurial activity of
plaintiffs' lawyers using those methods."

"I've taken [mass screenings] into account because my forecasts
of the number of future nonmalignant claims under my increasing
model are essentially less than what they received in the past,
so I think it's probably reflected in the calculations that I do,
but it's an argument that I think has some weight."

   (3) Erroneous X-ray Interpretations by Suspect B Readers

"Despite raising this concern, Judge Fullam went on to say that B
readers have an opportunity to get to a jury, so even though he
may have been offended by them he recognized that these -- this
may not have had a terribly great effect because those B readers
can still get before juries and testify," Dr. Peterson noted.

According to Dr. Peterson, there is a reduction, B readers are
less a feature of the litigation in recent years.  "They've
already been weeded out, they've already been weeded out to some
degree, and that's reflected in the recent data of claims filings
against Turner & Newall."

These doctors, Dr. Peterson said, are used less frequently now
because a plaintiff's lawyer getting a new case in is not going
to send someone for a B read to one of these suspect doctors
because he won't get as much money as if he gets a B read in a
doctor who has more credibility and will provide the opportunity
of getting a larger settlement.

Dr. Peterson added that plaintiffs' lawyers can always use a
different B reader at trial in order to have a stronger case.  In
some cases, x-rays from some doctors are not accepted.

"I agree with Judge Fullam that the litigation system isn't
perfect, that there are things that he doesn't like about it,
things that I don't like about it, but I'm forecasting how the
system operates, not how I think it should operate."

   (4) Overpayment to Unimpaired Claimants

"Overpayment is a difficult concept for me.  There is a market
for these claims and the defendants are sophisticated with regard
to the strength of evidence that is submitted and they pay less
to weaker claims, so I think that's reflected in there," Dr.
Peterson said.

   (5) Group Lawsuits

Dr. Peterson relates that plaintiffs' law firms file on one
complaint a wide range of claims, mesothelioma claims and
unimpaired nonmalignant claims.  The defendant is forced to
settle or enters into settlements in which it settles both
nonmalignant and mesothelioma claims.  "The filing of the
complaint itself doesn't mean they'll be tried together or they
have to be settled together, it's a convenience and efficiency
with regard to being able to file.  It reduces the operating cost
of law firms a bit, that's about it's only impact, but it's the
grouping of claims for resolution at trial that have an impact."

Dr. Peterson believes that group settlement is the way to go.  
"There is too many to do otherwise."  In the past, T&N was able
to reduce its overall liability by settling the claims by groups.

   (6) Punitive Damages

Dr. Peterson noted that punitive damages were not an issue for
T&N because it wasn't a litigating defendant.  Dr. Peterson said
that punitive damages are rare, and they are unpredictable.  
Punitive damages, Dr. Peterson said, have relatively little
impact on the cases in which they arise.  Dr. Peterson believes
that punitive damages would have an impact if a defendant takes
the case to trial and the judge allows punitive damages to get to
a jury.

"So I think it's an unpredictable matter that has effect for a
small number of claims which aren't really relevant here because
this is not a litigating defendant and has, according to the
people that reached the settlement, both plaintiffs and defense
lawyers, had no impact on the settlement.  So, I considered it.  
In the end, I think that I don't disagree with Judge Fullam's
opinion, and it's certainly not a relevant consideration here."

                         U.K. Liabilities

Dr. Peterson told the Court that his approach in estimating U.K.
liabilities was the same approach he used in estimating U.S.
liabilities.  There were a couple of changes to reflect the
different litigation circumstance in the U.K. and differences in
the epidemiology between the United States and the U.K.

Dr. Peterson took the data from T&N's database for U.K. claims.  
He did similar analyses and compared them with an epidemiological
forecast of future asbestos-related deaths.

Dr. Peterson said that he familiarized himself with the English
litigation system and environment in which T&N operated.  He
spoke with lawyers in the U.K. and made two trips to the U.K. to
learn and to talk about it.

Dr. Peterson related that he made two different complementary
predictions in the U.K., by separating the claims as "shared
liability" and "Turner & Newall liability."  One of the
differences between the United States and the U.K. asbestos
litigation is that T&N is by far the dominant manufacturer of
asbestos products and dominant asbestos defendant in the U.K.,
Dr. Peterson said.  "It's kind of like Manville plus Owens
Corning plus Turner & Newall in this country, it plays a role
that's not, there's no equivalent in the United States."  Dr.
Peterson noted that most of the claims against T&N tend to arise
from among employees.

According to Dr. Peterson, he projected a forecast of the
indemnity for pending claims similar to that approach he made in
the U.S.

In general, Dr. Peterson told the Court that asbestos products'
use and consumption in the U.K. lagged the United States by 10
years or so.  There is no epidemiological model in the United
Kingdom that is similar to the Nicholson model in the United
States, Dr. Peterson said.

Dr. Peterson used the Nicholson epidemiology instead of a
mesothelioma model made recently by a certain U.K. health agency.  
Dr. Peterson noted that the method he used was also accepted by
the experts who were working for the U.K. parties of interest as
an appropriate approach and used the method in their own work.

Dr. Peterson noted that there is an increasing number of claims
against T&N and the U.K. as a result of the fact that the
incidence was growing, not because the propensities to sue were
growing.  Dr. Peterson assumed that there would be no increase in
the propensities to sue in the U.K. because:

   * the data were consistent with no increase; and

   * based on his discussions with people in the U.K., there did
     not seem to be an expectation or bases for continuing growth
     and claims in the U.K. as observed in the U.S.

To project the U.K. filings against T&N for the future, Dr.
Peterson used the Nicholson epidemiology lagged by 10 years and
the number of claims filed against T&N over the last five years
to calculate propensities to sue for the two cancer groups:

   * lung cancer and other cancers; and
   * mesothelioma.  

Dr. Peterson calculated the propensities to sue.  He forecasted
the future claims by using those same propensities to sue
multiplying them by the epidemiological forecasts of cancer
deaths in future years to derive estimates of how many people
would file claims in the U.K. against T&N for mesothelioma and
lung cancer.  For the non-malignant diseases, Dr. Peterson used
the multiple of the number of non-malignant claims to the cancer
claims historically.

"Did you calculate the indemnity for future claims and, if so,
how did you do that?" Mr. Inselbuch asked.

Dr. Peterson said that he used the same approach that he used in
the United States, taking into account factual differences in the
nature of the litigation thereby disaggregating the claims
between the shared liability and T&N only.

Dr. Peterson said he calculated the present value of both the
pending and future U.K. claims against T&N by increasing them at
2.5% inflation.  Dr. Peterson notes that he came up with a value
for pending and future U.K. claims against T&N for each of the
subgroups and added them together, amounting to GBP229 million.

Dr. Peterson told the Court about two expert reports that
commented on his February 2004 Report -- the EMB Consulting Group
and Tillinghost.  Dr. Peterson said that the two experts
criticized some issues in his report and agreed with his general
principles.  

EMB and Tillinghost agreed with Dr. Peterson that in the future,
the number of claims that would be filed against T&N would
increase.  EMB's report was done for the law firm Denton, Wilde &
Papte, and was performed on behalf of the administrators of T&N
Limited.  Tillinghost's report was prepared for the law firm of
Allen & Overy, who is counsel to Alexander Forbes Trustee
Services Limited and T&N Pensions Trustee Limited.

Dr. Peterson believes that his forecast is conservative in many
ways and not aggressive.  He noted that even his increasing model
assumes that T&N would receive fewer claims in all future years
except for 2001 when the claims are annualized.  "It's based on
dollar values that are the lowest calculation that I could
provide the Court based upon each historic experience in looking
at what would be each likely future.  It's the lowest number I
could -- it's a number that's lower than what's typically being
paid by other asbestos defendants who, on an ongoing basis, would
face the lower exposure to damages than would Turner & Newall."  
Dr. Peterson assumed that nonmalignant claims would tamp down in
the future.

                        Cross-Examination

Adam Strochak, Esq., at Weil Gotshal & Manges LLP, cross-examined
Dr. Peterson.

Mr. Strochak asked Dr. Peterson whether or not his forecast is a
discounted cash flow forecast.  Mr. Strochak described
"discounted cash flow forecast" as forecasting the cash flow
necessary to pay the claims as if they arose in the tort system
absent a bankruptcy for a certain period.

Dr. Peterson told the Court that the description is fundamentally
correct but he wouldn't label it as that.  Dr. Peterson said cash
flow is a different thing.

Mr. Strochak asked Dr. Peterson about three reports he prepared
for the T&N case -- the November 2004 report, a supplemental
report and a rebuttal report to Dr. Robin Cantor's expert report.  
Mr. Strochak told Dr. Peterson that none of those reports provide
any statistical data or analysis demonstrating the accuracy of
Dr. Peterson's forecasts.

Dr. Peterson informed the Court that that there's some discussion
of it in his November 2004 report but clarified that it's not a
statistical analysis, rather a comparison of forecasts and actual
results.  Dr. Peterson noted that the actual numbers are not in
the three reports, only the inferences that he draws from having
made the comparisons and some discussions in the reports.  "But I
have to go back and review the report to know, to recall
specifically what's in there, but certainly there are no numbers
in there with regard to that issue."

Mr. Strochak reminded Dr. Peterson of his testimony that he
derived his forecast values from the scheduled values in the
trust distribution procedures that have been proposed in T&N's
case.

"I wouldn't put it that way. I derived values that I described in
my testimony, I derived a range of values and then I used the
trust distribution values with an adjustment for inflation as a
conservative alternative of it.  But I have a whole derivation of
values in my report and selected to use a number that was more
conservative in derivation," Dr. Peterson told the Court.

In contrast with Owens Corning, Dr. Peterson said that he did not
forecast that the Owens Corning settlement values were going to
increase in the future.  Dr. Peterson noted however that Owens
Corning was subject to "very different kinds of circumstances."  
Dr. Peterson explained "there wasn't the change in Owens
Corning's position in the asbestos liability -- asbestos
litigation at the time of its bankruptcy like there was for
[T&N]."  Owens Corning, according to Dr. Peterson, wasn't a
member of the Center for Claims Resolution.

Mr. Strochak pointed out that Owens Corning's participated in the
national settlement program, which was very similar in certain
ways to CCR.

Dr. Peterson informed the Court that although there were some
similarities, there was one major difference -- the NSP was Owens
Corning's program based on its liability as a single defendant.  
"It's the best it could do negotiating inventory settlements
given that it was the lone defendant out -- a lone defendant, not
a group, and it was the defendant that everyone was shooting at.  
So it had already arrived at the status that Turner & Newall was
on its way to becoming."

According to Dr. Peterson, Owens Corning didn't enjoy all of the
advantages of CCR membership.  "That's one of [the] reasons why
is the values were greater.  So the program is the same, but they
were carried out by very different entities and that has an
extremely important ramifications for the amount of money that,
and the savings that CCR members could achieve."

Dr. Peterson testified on Flexitallic and Ferodo, which were
subsidiaries of Federal-Mogul.  Dr. Peterson noted that
Flexitallic and Ferodo are different from each other and they're
different from T&N.  Dr. Peterson said that Ferodo is a friction
product defendant, and didn't have many claims like most friction
product defendants.  Ferodo, Dr. Peterson said, settled
relatively few claims and its exposures primarily for
mesothelioma and not other diseases.

Flexitallic, on the other hand, had many claims because
Flexitallic's product, a disk type gasket was brightly colored
and brightly labeled and it was ubiquitous and very easily
identified so many people sued Flexitallic, Dr. Peterson related.  
"But the product, at least according to Flexitallic and the Hanly
firm, almost never releases asbestos.  So it's a case -- it's a
defendant that got lots of claims because of product
identification but there's a serious causation problem with
regard to the product.  But Flexitallic got lots of claims.
Ferodo didn't get so many.  But neither one of them is a
defendant like any of the others that are on that list.  To have
included them would have been misleading to the Court because
their experiences are just not representative of the kind of past
experience or like the future experience for Turner & Newall."

Dr. Peterson noted that Flexitallic and Ferodo were CCR members.

Dr. Peterson clarified to the Court that he begun his estimation
using the Nicholson method.  As the SEER data seems more
consistent with KPMG, Dr. Peterson moved to using the KPMG model
because it seemed more empirically sound.  But with the 2002
data, Dr. Peterson saw that, in fact, Nicholson was more
empirically sound, so he went back to using the Nicholson method.

Dr. Peterson confirmed that the use of the Nicholson forecast
increases the value of future claims by about 10%.  He indicated
that it is consistent with the sensitivity analyses he made.
"It's in the range typically of seven to 10% difference.

Dr. Peterson also confirmed that that he reported 1.16 million in
forecasted future claims in his increasing model as compared to
1.35 million in the October 2002 forecast.  Dr. Peterson
explained that 200,000 decrease in the number of claims
represents in part the elimination of duplicates.  "I think there
were some other technical issues that resulted in that."  Dr.
Peterson said that the total forecast as of February 2004 for
pending claims is $565 million and the future claims is $5.1
billion, with a grand total of $5,728,000,000 for all pending and
future claims.  

Mr. Strochak's cross-examination of Dr. Peterson, and testimony by
the PD Committee's expert, Dr. Robin Cantor, continues this week.  

The parties agreed to submit proposed findings of fact and
conclusions on law on June 28, 2005.  Closing oral arguments will
be on July 14, 2005, at 10:00 a.m.

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 Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 80; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Asbestos Panel Wants Peterson's Testimony Excluded
-----------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants
appointed in Federal-Mogul Corporation and its debtor-affiliates'
chapter 11 cases asks Judge Rodriquez to bar Mark Peterson, the
consultant retained by the Asbestos Claimants Committee, from
testifying about claim values derived from the trust distribution
procedures.

The PD Committee asserts that estimating claim values from the
TDPs that Dr. Peterson himself concocted is not an accepted, or
even logical, claims estimation methodology.

Dr. Peterson provides opinions that either do not flow from the
data and methodology he proffers or fails to make use of any
methodology or data whatsoever, Theodore J. Tacconelli, Esq., at
Ferry, Joseph & Pearce, P.A., in Wilmington, Delaware, alleges.

Mr. Tacconelli tells the District Court that in the Owens Corning
bankruptcy case Dr. Peterson criticized the methodologies of a
claims estimation expert as "muddled amalgams based sometimes on
values in tort litigation and at other times values that might be
paid by a bankruptcy trust created in [the Owens Corning]
proceedings."  Dr. Peterson's report in the Federal-Mogul case,
however, relies on exactly what he condemned as a "muddled
amalgam" of claim values; he has reached his estimate by using a
portion of T&N Ltd.'s own claims history combined with the TDP
values agreed upon by his own client.

The TDP values are nothing more than the method by which Dr.
Peterson's clients have agreed among themselves, with his own
input, to allocate the value they will receive under the Plan,
Mr. Tacconelli says.

The PD Committee also wants Dr. Peterson barred from testifying
about the alleged impact of a book written by Geoffrey Tweedale
in 2000 on the rate of claims to be filed against T&N and the
value of the claims.

Dr. Peterson speculates that the publication of the Tweedale book
about T&N's corporate conduct with regard to asbestos would have
made the company a bigger target for plaintiffs after 2001.  Mr.
Tacconelli says Dr. Peterson uses this theory as the basis for
justifying his assumptions that there would be more claims
against T&N, and they would be more expensive for the company to
resolve.

However, Dr. Peterson has failed to even review the documents
which the Tweedale book is based on, Mr. Tacconelli maintains.  
Dr. Peterson also had no idea how many copies of the book were
actually in print, and had never heard of the book until December
2002 -- more than two years after its publication.  During
deposition, Dr. Peterson admitted that his opinions were formed
during casual conversations on a wide range of topics with
various attorneys and was not based on a rigorous scientific or
technical inquiry.

                     ACC & Futures Rep Object

The PD Committee's request is groundless and should be denied,
the Official Committee of Asbestos Claimants and the Futures
Representative contend.

Kathleen J. Campbell, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, reminds Judge Rodriguez that federal courts
around the country, as well as the United States Senate Judiciary
Committee and other institutions with a need to estimate asbestos
personal injury liabilities, have repeatedly recognized Dr.
Peterson as qualified to render an opinion -- using the same
methodological approached he has used in Federal-Mogul's case.

The PD Committees' contention that Dr. Peterson's values are
"derived from" the TDP, is simply wrong, Ms. Campbell says.  The
values Dr. Peterson uses are his best -- conservative -- estimate
of resolution costs had T&N remained in the tort system.

Moreover, Dr. Peterson's understanding of foreseeable influences
on T&N's asbestos liability was not based on mere anecdotal
interviews, the PD Committee suggests.  "The basis of Dr.
Peterson's understanding is his extensive asbestos litigation
experience, coupled with discussions he had with plaintiff and
defense attorneys."

Ms. Campbell insists that Dr. Peterson took into account not only
T&N's own settlement history but also related trends, along with
factors driving those trends, including:

   -- the fact that T&N's mesothelioma settlement averages had
      tripled in the three years preceding bankruptcy;

   -- T&N's loss of protection as a member of the Center for
      Claims Resolution;

   -- the publication of the Tweedale book;

   -- the effect of bankruptcies of other major defendants on
      T&N's liability; and

   -- the historic ratios of mesothelioma settlement averages to
      other types of disease claims for T&N and multiple asbestos
      personal injury defendants.

                          *     *     *

At the hearing on June 15, 2005, Adam P. Strochak, Esq., at Weil
Gotshal & Manges, LLP, in New York, representing the PD
Committee, proposed that the parties proceed with the direct and
the cross-examination of Dr. Peterson and reserve argument on the
Limine Motion until after it's been heard.

"[T]hat way the Court would have a better idea of exactly what we
think is inappropriate to be admitted into evidence," Mr.
Strochak explained.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, agreed on
behalf of the Asbestos Claimants Committee and the Futures
Representatives.

"That's fine with us," Mr. Inselbuch said.

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 Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford. (Federal-Mogul
Bankruptcy News, Issue No. 83; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


GLOBOPAR: Three Creditors Move to Dismiss Involuntary Petition
--------------------------------------------------------------
GMAM Investment Funds Trust I, Foundation for Research and WRH
Global Securities Pooled Trust have agreed to withdraw the
involuntary bankruptcy petition they filed a year and a half ago
against Globo Comunicacoes e Participacoes S.A.  The three US-
based funds hold some $94 million of the Company's $1.9 billion
debt.

In a motion dated June 13, 2005, the creditors ask the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
the involuntary bankruptcy petition they filed against Globopar on
December 11, 2003.  

The involuntary petition had been previously dismissed on March 3,
2004, but the Bankruptcy Court reversed its decision following an
appeal from the petitioning creditors.  Globopar has maintained
that the U.S. Bankruptcy Court holds no jurisdiction over its
restructuring since it has no assets, operations, or revenue in
the United States.

The withdrawal of the chapter 11 petition comes on the heels of an
out-of-court restructuring agreement with the Company's bank
creditors.  As reported in Troubled Company Reporter Latin America
on May 19, 2005, Globopar secured approval of its debt
restructuring proposal from holders of a supermajority of its
multiple layers of outstanding bond debt.  On May 5, 2005, all of
Globopar's Brazilian and international creditor banks signed an
agreement related to the renegotiation of the bank debt.

Globopar says that the involuntary petition is not related to its
out-of-court restructuring and the dismissal of the bankruptcy
case will not affect the restructuring negotiations.

Objections to the move to dismiss the involuntary petition must be
filed with the Bankruptcy Clerk in Manhattan on or before 4:00
p.m. on June 27, 2005, and served on counsel to the Petitioners:

          Bonnie Steingart, Esq.
          John Brewer, Esq.
          Fried, Frank, Harris, Shriver & Jacobson LLP
          One New York Plaza
          New York, New York 10004

If no objection is filed, Judge Beatty may grant the motion
without a hearing.  

Globopar is one of the world's largest television broadcasters, as
well as one of Brazil's largest publishers of newspapers,
magazines and books.  The Company defaulted on its debt in late
2002 after a 35% drop in the value of the Brazilian real, and a
slowdown in the economy, slashed revenue.  Three creditors filed
an involuntary chapter 11 petition (Bankr. S.D.N.Y. Case No.
03-17814) against the company on December 11, 2005.  


GOODYEAR TIRE: S&P Rates Proposed $400 Million Senior Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Goodyear Tire & Rubber Co.'s proposed $400 million senior notes
due 2015.  At the same time, the 'B+' corporate credit rating on
the company was affirmed.  Akron, Ohio-based Goodyear has total
debt of about $6.6 billion and $6.3 billion of underfunded
employee benefit liabilities.  The ratings outlook is stable.
Proceeds from the notes will be used partly to repay borrowings
under the company's U.S. secured credit facility and to replenish
cash used to repay other debt.

"The ratings on Goodyear reflect the company's stressed financial
profile, characterized by low earnings in North America, a highly
leveraged capital structure, and heavy underfunded employee
benefit liabilities," said Standard & Poor's credit analyst Martin
King.  "These factors more than offset the company's business
strengths, including its position as one of the three largest
global tire manufacturers, its good geographic diversity, its
strong distribution, and a well-recognized brand name."

Goodyear has reported improved performance during the past year,
resulting from higher sales, price increases, improved product
mix, and cost reductions, which were only partially offset by
higher raw material costs.  New product introductions, increased
consumer demand, and market-share gains in high-profit tire
categories contributed to the improved results.  However,
Goodyear's profit margins remain subpar, particularly in its North
American tire business, which represents about 50% of total sales
and generates only limited operating income.  Goodyear's North
American operations are challenged by high costs, by tough
competition, by reduced market share in certain segments, and by
high medical, pension, energy, and raw material costs.

Several initiatives to reduce costs have had positive results,
including a plant closure and headcount reductions.  However,
Standard & Poor's expects that incremental benefits in 2005 and
beyond will be less and that Goodyear will continue to report low
profit margins in North America for the next few years.

Meanwhile, Goodyear faces substantial cash obligations during the
next two years, when Standard & Poor's believe cash flow
generation will be limited:

    * Required pension contributions will total about $500 million
      during 2005 and $700 million during 2006.

    * Debt maturities total about $350 million in 2006.

    * Substantial spending on capital investments and debt service
      are expected.

Although the new debt issue will enhance Goodyear's liquidity
following the June 6 repayment of a $516 million debt issue, the
company may need to raise additional new capital during the next
two years to both satisfy its cash obligations and keep this
liquidity adequate.  Goodyear had cash balances on March 31, 2005,
totaling $1.7 billion, with about $1.2 billion considered excess.
Much of Goodyear's cash is located outside North America, while
the bulk of its financial obligations are located within,
requiring concerted efforts during the next few years to
repatriate funds.  Liquidity could be supplemented by several
planned asset sales.


HAPPY KIDS: Deutsche Bank Wants Examiner Appointed
--------------------------------------------------
Deutsche Bank Trust Company Americas fka Bankers Trust Company
asks the U.S. Bankruptcy for the Southern District of New York to
direct the appointment of an examiner in Happy Kids Inc. and its
debtor-affiliates' bankruptcy cases.

Deutsche Bank wants an independent examiner to:

   a) investigate and report on the conduct and related-party  
      transactions of current insider management and equity
      owners;

   b) oversee the sale of the Debtors under Section 363 of the
      Bankruptcy Code or under a plan of reorganization;

   c) make recommendations with respect to competing plans of
      reorganization; and

   d) report on the propriety of requiring any purchaser under a
      plan to retain existing management.

According to Deutsche Bank, the Debtors operate a valuable
enterprise in a lucrative industry, but, current management team,
led by Jack Benun, has consistently found ways to remove profits
from their balance sheets and strip the enterprise of its value.  
The estates' money, the Bank continues, disappears into a black
hole of unchecked related-party transactions, exorbitant salaries,
expensive automobiles and other perks.  

The Debtors owe Deutsche Bank $24,000,000.  After the Bank learned
it'll get a minimal recovery, it insisted that the Debtors
consider selling all of their assets.  The Bank notes that to
date, the Debtors haven't done anything to secure a viable offer
for their assets.  The Bank believes that the Debtors are only
making half-hearted attempts at selling their business.

The Bank urges the Court to approve the appointment of an examiner
to ensure the Debtors' compliance with their fiduciary duties to
maximize value for their creditors.

Michael Luskin, Esq., at Luskin, Stern & Eisler, LLP, represents
Deutsche Bank.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3,
2005 (Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon,
Esq., at Proskauer Rose LLP, represents the Debtors in their
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $54,719,000 and total
debts of $82,108,000.


HOLLYWOOD CASINO: Judge Callaway Confirms Plan of Reorganization
----------------------------------------------------------------
The Honorable Stephen V. Callaway of the U.S. Bankruptcy Court for
the Western District of Louisiana confirmed Hollywood Casino
Shreveport's chapter 11 plan of reorganization.

The plan will allow for the sale of the casino to Eldorado Resorts
LLC.  El Dorado intends to apply to the Louisiana Gaming Control
Board to change the name of the casino to Eldorado Casino-
Shreveport.

The Debtor's second largest bondholder, Black Diamond Capital
Management LLC, offered to buy the property, and topped Eldorado's
$152 million offer by $17 million.  The majority of the creditors,
however, opted to vote for the Eldorado acquisition.

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

                   About Eldorado Resorts

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

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


IMPAX LAB: Wachovia Increases Bank Loan Commitment to $37 Million
-----------------------------------------------------------------
IMPAX Laboratories, Inc. (Nasdaq:IPXLE) received commitments from
Wachovia Bank, National Association and Wachovia Capital Markets,
LLC, to increase the Company's existing credit facility to up to
$37 million, consisting of:

   -- a $35 million revolving credit facility, an increase from
      $25 million against which there is approximately $5 million
      outstanding; and

   -- $2.1 million representing the unpaid balance on IMPAX's
      existing term loan and equipment purchase term loan.

The purpose of the increased facility is to refinance existing
senior and convertible subordinated debt, provide working capital
and to provide funds for general corporate purposes.  The amended
facility is subject to customary conditions, including the
negotiation of a definitive agreement.  The Company also reported
that its available cash reserves at May 31, 2005 were
approximately $78 million.

IMPAX Laboratories, Inc. -- http://www.impaxlabs.com/-- is a  
technology based specialty pharmaceutical company applying its
formulation expertise and drug delivery technology to the
development of controlled-release and specialty generics in
addition to the development of branded products.  IMPAX markets
its generic products through its Global Pharmaceuticals division
and intends to market its branded products through the IMPAX
Pharmaceuticals division.  Additionally, where strategically
appropriate, IMPAX has developed marketing partnerships to fully
leverage its technology platform.  IMPAX Laboratories is
headquartered in Hayward, Calif., and has a full range of
capabilities in its Hayward and Philadelphia facilities.

                        *     *     *

                Notice of Default from Debtholder  

IMPAX received a notice, dated April 22, 2005, from a holder of  
more than 25% aggregate principal amount of its 1.250% Convertible  
Senior Subordinated Debentures due 2024, stating that the Company  
failed to file its Annual Report on Form 10-K for the year ended  
December 31, 2004 with the SEC as required by the governing  
Indenture and requiring that the Company remedy such default  
forthwith.  Under the Indenture, if the Company fails to file the  
Annual Report within 60 days after the date of the notice, it will  
constitute an "event of default" under the Indenture and  
thereafter either the Trustee or the holders of 25% in aggregate  
principal amount of the Debentures then outstanding, by notice to  
the Company, may declare the principal of and premium, if any, on  
all the Debentures then outstanding and the interest accrued  
thereon to be due and payable immediately.  

As reported in the Troubled Company Reporter on May 25, 2005, the
Company received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because
IMPAX failed to file its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005.  As previously reported, on April 5,
2005 IMPAX received a Nasdaq Staff determination letter indicating
that IMPAX failed to comply with the requirement for continued
listing set forth in NASDAQ Marketplace Rule 4310(c)(14) because
IMPAX failed to file its Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 with Nasdaq and, therefore, IMPAX's
common stock would be subject to delisting from The Nasdaq Stock
Market.


INTERMET CORP: Decatur Workers Receive Termination Notices
----------------------------------------------------------
Employees of Intermet Corporation's Decatur foundry found out on
Friday, June 17, 2005, that they will lose their jobs on Sept. 5,
Stephanie Potter at Herald & Review reports.

The company announced the foundry's closure in March.  Local 6-728
of the Paper, Allied-Industrial, Chemical & Energy Workers
International Union members negotiated with company officials to
keep the facility open.  Company representatives told the Union
people that at least $50 million is needed to keep the foundry
going and nothing can be done about it.

Robert Swinehart, the Union president, told the H&R staff that 258
union employees received notices of their termination dates with
their paychecks.  The earliest termination is for September 5 --
Labor Day.  Union members and company representatives will meet on
June 23 and 24 to discuss the terms of a closure agreement.

Headquartered in Troy, Michigan, Intermet Corporation --  
http://www.intermet.com/-- provides machining and tooling     
services for the automotive and industrial markets specializing  
in the design and manufacture of highly engineered, cast  
automotive components for the global light truck, passenger car,  
light vehicle and heavy-duty vehicle markets.  Intermet, along  
with its debtor-affiliates, filed for chapter 11 protection on  
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through  
04-67614).  Salvatore A. Barbatano, Esq., at Foley & Lardner LLP  
represents the Debtors.  When the Debtors filed for protection  
from their creditors, they listed $735,821,000 in total assets  
and $592,816,000 in total debts.


K2 INC: Slow Debt Payment Prompts S&P's Negative Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on sporting
goods manufacturer K2 Inc. to negative from stable due to
operating challenges that have resulted in slower-than-expected
debt pay down.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and senior unsecured debt ratings on the Carlsbad, Calif.-
based company.  Approximately $418 million of debt is affected by
this action.

K2's debt leverage is expected to remain well above 3x over the
near to intermediate term as it focuses on improving working
capital management.  "While K2 is expected to continue its
aggressive acquisition strategy in the intermediate term, it will
need to reduce debt leverage and generate free cash flow before a
stable outlook is considered," said Standard & Poor's credit
analyst Patrick Jeffrey.  The ratings could be lowered over the
near term if the company increases debt leverage (other than for
seasonal borrowing needs) or faces significant operating issues.


KMART CORP: Court Denies 3 Claimants' Move to File Tardy Claims
---------------------------------------------------------------
Kevin V. Vullos and Lisa A. Vullos ask Judge Sonderby for leave to
file administrative expense claims.  Sylvia Louis seeks permission
to file a prepetition proof of claim.

The Vulloses argue that they did not receive notice of the
Administrative Bar Date until after the filing of litigation in
New York.  Ms. Louis, on the other hand, argues that she did not
receive notice of the Supplemental Bar Date until March 19, 2004.

                          Kmart Objects

David E. Gordon, Esq., at Barack Ferrazzano Kirschbaum Perlman &
Nagelberg LLP, in Chicago, Illinois, points out that the Vulloses
filed their request 16 months after the June 20, 2003
Administrative Bar Date established by the U.S. Bankruptcy Court
for the Northern District of Illinois.  Ms. Louis' request was
also filed nearly two years after the January 22, 2003
Supplemental Bar Date.

Mr. Gordon also contends that Kmart gave Ms. Louis and the
Vulloses timely and reasonable notice of the Bar Dates as required
under Rule 2002(g) of the Federal Rules of Bankruptcy Procedure
and applicable Court orders.  Furthermore, Ms. Louis and the
Vulloses fail to present sufficient facts and evidence to
establish that their failure to timely file a proof of claim was
due to excusable neglect.

At Kmart's behest, Judge Sonderby denies both Ms. Louis' and the
Vulloses' requests.

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)


KMART CORP: Settles Enviro-Resources' Third Party Claim
-------------------------------------------------------
As previously reported in the Troubled Company Reporter on
November 2, 2005, Enviro-Resources asked the Bankruptcy Court to
lift the automatic stay and reopen Kmart's bankruptcy proceeding
so it may file a proof of claim against Kmart.  Enviro-Resources
also wants the injunction lifted to allow it to reinstate its
civil claim for contribution in the State Court up to the limit
provided by Kmart's insurance coverage.

Enviro-Resources II, Inc., and Enviro-Resources, Inc., are
defendants in a personal injury lawsuit filed by Jacqueline
McCormick before the Circuit Court of Cook County, Illinois, in
2003.  The case arises out of a trip and fall incident that
occurred on February 16, 2001, when Ms. McCormick was working at a
Kmart store in Crestwood, Illinois.  Ms. McCormick alleged
negligence against Enviro-Resources arising from their conduct at
the Kmart store.

In March 2004, Enviro-Resources filed a third party complaint for
contribution in the Pending Litigation against Kmart Corporation.
In accordance with the Illinois Joint Tortfeasor Contribution
Act, 740 ILCS 100/01 et seq., Enviro-Resources argued that if Ms.
McCormick is entitled to recover from Enviro-Resources, then
Kmart is required to contribute pro rata and to the maximum extent
allowed by law commensurate with its degree of negligence in
causing Ms. McCormick's injuries and damages.

In response, Kmart sought to dismiss the Third Party Complaint
based on its Chapter 11 filing.  Kmart asserted that its Court-
confirmed reorganization plan discharged it from prepetition
claims and imposed an injunction against the commencement or
continuation of litigation of any of those claims.  Subsequently,
Enviro-Resources voluntarily dismissed the Complaint.

*   *   *

Enviro-Resources II, Inc., Enviro-Resources, Inc., and Kmart
Corporation settled the dispute pursuant to the terms of an agreed
order:

   (a) Enviro-Resources II and Enviro-Resources may file a
       prepetition proof of claim with Kmart's claims agent,
       Trumbull Services, LLC;

   (b) Kmart reserves all rights to challenge the validity,
       priority and amount of the Claim, and to pursue any other
       claims, causes of action or potential offsets against the
       Claim; and

   (c) Kmart also reserves its rights in the Claims Resolution
       Procedure.

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)


MAYTAG CORP: Bain-Blackstone-Haier Bids $1.275 Billion for Company
------------------------------------------------------------------
Maytag Corporation (NYSE: MYG) received a preliminary non-binding
proposal from Bain Capital Partners LLC, Blackstone Capital
Partners IV L.P. and Haier America Trading, L.L.C. to acquire all
outstanding shares of Maytag for $16 per share cash.  On May 19,
2005, Maytag agreed to be acquired by an investor group led by
Ripplewood Holdings LLC for $14 per share cash.

Maytag reports that there are 79,698,173 shares of its common
stock issued and outstanding as of April 2, 2005.  At $14 per
share, that puts a $1.115 billion value on Ripplewood's offer.  At
$16 per share, that values the Bain-Blackstone-Haier offer at
$1.275 billion.

According to the preliminary non-binding proposal, completion of
due diligence is expected to take 6-8 weeks, and the proposal is
conditioned, among other things, on the due diligence, along with
the negotiation of a definitive agreement and necessary approvals.  
The proposal contemplates debt financing provided by Merrill Lynch
& Co. on terms and conditions to be agreed upon among Merrill
Lynch, Bain, Blackstone and Haier America.

After a special committee meeting of the Board of Directors,
Maytag stated that, while it intends to proceed with further due
diligence with Bain, Blackstone and Haier America, there can be no
assurance that the preliminary non-binding proposal would result
in a definitive agreement.

Howard Clark, Maytag's lead director, said, "We continue to
support the Ripplewood transaction; however, we also believe that
it is incumbent on us to pursue this possibility of achieving a
higher price for our stockholders."

Maytag Corporation is a $4.7 billion home and commercial appliance
company focused in North America and in targeted international
markets.  The corporation's primary brands are Maytag(R),
Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Jan. 1, 2005, Maytag's balance sheet reflected a $75,024,000
stockholders' deficit, compared to $65,811,000 of positive equity
at Jan. 3, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 29, 2005,
Moody's Investors Service downgraded Maytag Corporation's senior
unsecured ratings to Ba2 from Baa3 and the short-term rating to
Not Prime from Prime-3.  At the same time the Ba2 senior unsecured
note rating was placed on review for possible further downgrade.
Moody's also assigned a new senior implied rating of Ba2.  Moody's
says the outlook for the ratings remains negative.

The ratings downgraded are:

   * Senior unsecured rating to Ba2 from Baa3; the rating is
     placed on review for possible further downgrade

   * Issuer rating to Ba2 from Baa3,

   * Short term rating to Not Prime from P-3.

The rating assigned:

   * Senior implied rating of Ba2.

As reported in the Troubled Company Reporter on Apr. 28, 2005,
Fitch Ratings has downgraded the senior unsecured rating on Maytag
Corporation to 'BB' from 'BB+' and has withdrawn the commercial
paper rating.  Fitch says the Rating Outlook is Negative.  On Jan.
1, 2005, Maytag had approximately $979 million of senior unsecured
debt and no commercial paper outstanding.

As reported in the Troubled Company Reporter on Apr. 26, 2005,
Standard & Poor's lowered its long-term corporate credit and
senior unsecured debt ratings on home and commercial appliance
manufacturer Maytag Corp. to 'BB+' from 'BBB-'.

At the same time, the 'A-3' short-term corporate credit and
commercial paper ratings on the Newton, Iowa-based company were
withdrawn.  The ratings were removed from CreditWatch, where they
were placed Jan. 28, 2005, following weaker-than-expected fourth
quarter results and Standard & Poor's ongoing concerns about
Maytag's ability to improve its operation performance.

S&P says the outlook is stable.  Total debt outstanding at
April 2, 2005, was about $970 million.


MCI INC: 11 Officers Dispose of 27,158 Shares of Common Stock
-------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
eleven officers of MCI, Inc., disclose that they recently sold or
otherwise disposed of their shares of common stock in the
Company:

                                     No. of             Amount of
                                     Shares            Securities
Officer         Designation       Disposed    Price   Now Owned
--------        -----------       --------    -----  ----------
Blakely,
Robert T.       Exec-VP & CFO       2,684    $25.63    272,071

Briggs,         Pres.-Operations
Fred M.         & Technology        2,205     25.63    169,578

Capellas,
Michael D.      Pres. & CEO         7,190     25.63  1,099,595

Casaccia,       Executive VP,
Daniel, L.      Human Resources     1,687     25.63    140,196

Crane,          EVP, Strategy
Jonathan C.     Corp., Dev.         2,205     25.63    170,283

Hackenson,
Elizabeth       EVP, CIO            1,438     25.63     82,352

Higgins,        Exec-VP, Ethics
Nancy           and Bus Conduct     1,868     25.63    128,067

Huyard,         Pres-US Sales &
Wayne           Service             3,355     25.63    246,435

Kelly,          Exec-VP & Gen.
Anastasia D.    Counsel             2,684     25.63    198,140

Slusser,        Sr. VP &
Eric            Controller            576     25.63     52,845

Trent, Grace    SVP Comm & Chief
Chen            of Staff            1,266     25.63    107,154

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

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

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

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

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

These MCI ratings were placed on review for possible upgrade:

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

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

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

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


MEDICAL IMAGING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Medical Imaging Network, Inc.
        dba Advanced Radiology
        dba Boardman X-Ray/MRI
        dba Liberty Open MRI
        fdba Austintown X-Ray
        fdba Campbell X-Ray
        819 McKay Court
        Boardman, Ohio 44512

Bankruptcy Case No.: 05-43631

Type of Business: The Debtor operates medical imaging centers.

Chapter 11 Petition Date: June 20, 2005

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Melissa M. Macejko, Esq.
                  Suhar & Macejko, LLC
                  1101 Metropolitan Tower
                  P.O. Box 1497
                  Youngstown, Ohio 44501-1497
                  Tel: (330) 744-9007

Total Assets: $2,340,428

Total Debts:  $6,839,290

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hitachi Medical Systems       Loan                      $202,916
P.O. Box 714228
Columbus, OH 43271

Alpha Imaging Inc.            Trade debt                 $61,939
4455 Glenbrook Road
Willoughby, OH 44094

Hitachi Medical Systems       Service work               $44,541
1959 Summit Commerce Place
Twinsburg, OH 44087

National Diagnostic Imaging   Services agreement         $22,850
P.O. Box 26010
Akron, OH 44319

Universal Medical Services    Services agreement         $20,216
P.O. Box 986
Beaver Falls, PA 15010

Carden Company                Rent in arrears            $20,021
8031 East Market Street
Warren, OH 44484

Paul Burke Industries         Supplier                   $14,850
6466 Columbus Road Northeast
Louisville, OH 44641

Huntington Banks              Credit card                $10,747
P.O. Box 15583                purchases
Wilmington, DE 19886

Mallinckrodt                  Supplier                   $10,050
P.O. Box 905835
Charlotte, NC 28290-5835

Aust. Ambulatory Surgical     Rent in arrears             $9,482
45 North Canfield Niles Road
Austintown, OH 44515

Anthem                        Overpayments                $9,209
P.O. Box 37180
Louisville, KY 40231

Eastman Kodak Company         Lease payments in           $8,195
P.O. Box 642079               arrears
Pittsburgh, PA 15264

Source One Healthcare         Supplier                    $7,779
P.O. Box 403209
Atlanta, GA 30384

FutureNet Technologies        Service work                $7,197
222 East Huntington Drive,
Suite #208
Monrovia, CA 91016

Americorp Financial           Lease payments in           $6,845
877 South Adams Road          arrears
Birmingham, MI 48009

EKCC                          Lease payments in           $6,525
P.O. Box 642999               arrears
Pittsburgh, PA 15264

UHC                           Overpayment                 $6,459
P.O. Box 740801
Atlanta, GA 30374

CDW Computer Centers          Service work                $6,288
P.O. Box 75723
Chicago, IL 60675

Ohio Carpenters               Overpayment                 $5,799
6281 Youngstown-Warren Road,
Suite 240
Niles, OH 44446

DeLage Landen Financial       Lease payments in           $5,193
Services                      arrears
P.O. Box 41601
Philadelphia, PA 19101


METALFORMING TECH: Taps Bankruptcy Services as Claims Agent
-----------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Bankruptcy Services LLC as their claims, noticing and
balloting agent, nunc pro tunc to June 16, 2005.

BSI specializes in providing consulting and data processing
services to Chapter 11 debtors in connection with the
administration, reconciliation and negotiation of claims and
solicitation of votes to accept or reject plans of reorganization.  

BSI will:

   (a) notify all potential creditors of the filing of the
       bankruptcy petitions and the setting of the first meeting
       of creditors;

   (b) file affidavits of service for all mailings, including a
       copy of each notice, a list of persons to whom such notice
       was mailed, and the date mailed;

   (c) maintain an official copy of the Debtors' Schedules,
       listing creditors and amounts owed;

   (d) furnish a notice of the last date for the filing of proofs
       of claim and a form for filing a proof of claim to
       creditors and parties-in-interest;

   (e) docket all claims filed and maintain the official claims
       register on behalf of the Clerk of Court and providing to
       the Clerk an exact duplicate thereof;

   (f) specify in the claims register for each claim docket:

       1. the claim number assigned
       2. the date received
       3. the name and address of the claimant
       4. the filed amount of the claim, if liquidated
       5. the allowed amount of the claim.

   (g) record all transfers of claims and provide notices of the
       transfer as required under Bankruptcy Rule 3001(e);

   (h) maintain the official mailing list for all entities who
       have filed proofs of claim;

   (i) mail the Debtors' Disclosure Statement, Plan, ballots and
       any other related solicitation materials to holders of
       impaired claims and equity interests;

   (j) receive and tally ballots and respond to inquiries
       respecting voting procedures and the solicitation of votes
       on the plan; and

   (k) provide any other distribution services as necessary or
       required.

Kathy Gerber, senior vice president at BSI, disclosed that BSI's
professionals' bill:

      Designation                           Hourly Rate
      -----------                           -----------
      Senior Manager & On-Site Consultant       $210
      Senior Consultant                         $185
      Programmer                            $130 - $160
      Associate                                 $135
      Data Entry Clerk                       $40 - $60
      Schedule Preparation                      $225

To the best of the Debtors' knowledge, BSI and the professionals
who will work in the engagement:

   (a) do not have connections with the Debtors, their creditors,
       or other party-in-interest, or their attorneys,

   (b) are "disinterested persons" as defined in Section 101(14)
       of the U.S. Bankruptcy Code, as modified by Section 1107(b)
       of the U.S. Bankruptcy Code, and

   (c) do not hold or represent any interest adverse to the
       Debtors' estates.

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.


MIRANT CORP: Court Approves Wrightsville Settlement Agreements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approves the settlement agreements among Mirant Corporation and
its debtor-affiliates, Wrightsville Power Facility, LLC, and
Wrightsville Development Funding, LLC, with Pulaski County,
Special School District, and the City of Wrightsville.  

The settlement agreements will facilitate the Debtors' sale of
their Wrightsville Assets to Arkansas Electric Cooperative
Corporation for $85 million

                       Wrightsville Assets

As reported in the Troubled Company Reporter on June 17, 2005,
Mirant Corporation, Mirant Wrightsville Management, Inc., and
Mirant Wrightsville Investment, Inc., are parties to a joint
development venture with Kinder Morgan Power Company.  The
parties agreed to construct and operate a nominal 548 megawatt
gas-fired combined cycle power generating facility located in
Wrightsville, Arkansas.  The development, construction and
operation of the Facility were organized through Wrightsville
Power Facility, LLC, while funding for the Facility was organized
through Wrightsville Development Funding LLC.

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

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

The settlement agreements are:

A. The County Settlement Agreement

    The County, Wrightsville Power and Wrightsville Development,
    as holder of the Bonds, agree that:

    (a) the County will transfer the Scheduled Assets to
        Wrightsville Power or its designee;

    (b) Wrightsville will surrender the Bonds; and

B. The School District Settlement Agreement

    Under the July 2000 Agreement, Wrightsville Power should have
    paid the School District $333,334 in annual payment on or
    before October 1 of the years 2001, 2002, and 2003.  Payments
    were made in the years 2001 and 2002.  But the commencement of
    the Debtors' Chapter 11 cases stayed the final payment by
    Wrightsville Power in October 2003.

    To settle all issues and disputes existing between
    Wrightsville Power and the School District, the parties
    propose that Wrightsville will pay the School District the
    final payment owed as soon as reasonably and legally
    practicable.  The payment will be made from the proceeds of
    the Asset Sale.

C. The City Settlement Agreement

    Although Wrightsville Power has substantially performed all of
    its obligations with the July 2000 Agreement, eight annual
    payments to the City for $120,000 remain unpaid over the next
    eight years.  Thus, the parties propose that Wrightsville
    Power will pay the City $480,000 in lump sum to be placed in a
    municipal trust fund.  The City will withdraw up to $120,000
    per year for operations of the municipal government until the
    trust fund is depleted.  A trustee will administer the trust
    to be funded by Wrightsville Power from the proceeds of the
    Asset Sale.

    In addition, Wrightsville Power will transfer to the City 6.66
    acres of unimproved real property located due north of the
    Facility location via quitclaim deed.

The Debtors ask Judge Lynn to approve 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. 66; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Sammons Addresses Relevance of Till Case in Valuation
------------------------------------------------------------------
Michael Sammons, a Mirant Corporation shareholder addresses the
relevance of the case Till v. SCS Credit Corporation in the
proceeding to determine Mirant and its debtor-affiliates'
enterprise value.   

Mr. Sammons is a former member of the Official Shareholder
Equity Committee who owns more than 300,000 of Mirant shares.

Mr. Sammons tells the Court that it is understandable for the
creditors to prefer a plan of reorganization, which provides them
a 15-20% annualized return for many years to come.  However, in
the case of Till v. SCS Credit Corporation, 541 U.S. 465 (2004),
the creditors are only entitled to a Plan comparable to an 8%
return on new secured debt, assuming adequate collateral and
ability to make principal and interest payments.

With equilibrium power plant collateral value exceeding $10
billion, and EBITDA at $1.1 billion and increasing yearly, Mirant
could easily support a $7 billion 30-year amortization schedule
at a Till 8% interest rate, resulting in annual debt service
payments of $620 million.

Regardless whether Till can be applied to the Plan, Mr. Sammons
believes that Till should certainly be considered insofar as an
alternative Plan so as to provide creditors their entitlement,
and $2 billion in equity value for the current owners.

Assuming the Court finds within a reasonable business risk that
Mirant would be able to make debt service payments of $620
million yearly, then the resulting equity value of $2 billion
must be preserved in any alternative Plan, Mr. Sammons adds.  "No
[Plan] which provides less than $2 billion for current
shareholders -- meaning the creditors would be receiving more
than they are entitled to under Till -- could be confirmed."

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)


MUELLER WATER: Inks $1.91 Billion Transaction with Walter Ind.
--------------------------------------------------------------
Walter Industries, Inc. (NYSE:WLT) entered into a definitive
agreement to purchase Mueller Water Products, Inc., a privately
held, leading supplier of flow control products, for an aggregate
value of approximately $1.91 billion.  The consideration will
consist of approximately $860 million in cash and the assumption
of approximately $1.05 billion in Mueller debt, based on Mueller's
balance sheet as of April 2, 2005, subject to adjustments as
provided in the agreement.  The acquisition complements the
Company's U.S. Pipe subsidiary, creating a major water
infrastructure and piping systems company with leading business
positions, significant scale, and excellent prospects for growth.

The transaction is expected to be accretive by $0.20 to $0.24 per
fully diluted share in the first full year after closing; further,
the estimated earnings accretion excludes approximately $25 to $35
million of ongoing annual operating synergies that are expected to
be achieved within 24 months of the businesses being combined.
Upon closing, U.S. Pipe will, as a legal matter, become part of
Mueller, creating a separate wholly owned public reporting
subsidiary that will have approximately $1.6 billion in revenues.

By establishing a separate reporting entity, Walter is creating a
subsidiary with meaningful scale, increasing its flexibility to
pursue potential alternatives related to value creation at its
other existing businesses.  These include Jim Walter Resources,
the Company's strong performing coal and natural gas unit.  The
Company recognizes the importance of capitalizing on opportunities
to take advantage of robust coal market conditions at the best
time and in the best manner to serve the interests of its
shareholders.

As announced in February of this year, Don DeFosset, Chairman and
CEO of Walter Industries plans to retire.  He has agreed to remain
as Chairman and CEO until his successor has joined the Company.
DeFosset will lead the integration process and assist in a smooth
transition of leadership.

"[Sun]day's announcement is another important milestone in our
shareholder value creation program and a defining event in the
development of our water systems business," Mr. DeFosset said.  
"We have been tracking Mueller's growth and compatibility with
U.S. Pipe for some time, and we are excited to have the
opportunity to bring these businesses together.  The complementary
fit of Mueller's water infrastructure and U.S. Pipe's water
transmission business makes us ideal partners, well positioned to
benefit from increased water infrastructure spending in North
America."  Dale B. Smith, Chief Executive Officer of Mueller, and
Ray Torok, President of U.S. Pipe, will continue to be responsible
for their respective businesses and will work together to achieve
synergies under the leadership of Mr. DeFosset and his successor.

Thompson Dean, Chairman of Mueller and Managing Partner of DLJ
Merchant Banking said, "We are extremely pleased at this outcome
for the DLJ Merchant Banking funds as well as the opportunities
that this transaction creates for Walter Industries and Mueller
going forward."

                Transaction Conditions and Financing

The acquisition is expected to be completed in the third quarter
of 2005, subject to customary closing conditions, including the
expiration or termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act, and the funding of the
Company's committed financing.  The requisite stockholders of
Mueller, DLJ Merchant Banking Partners II, L.P. and its affiliated
investment funds and Mueller's senior management have agreed to
approve the merger.

The purchase price will be financed by new bank credit facilities
arranged by affiliates of Banc of America Securities LLC and
Morgan Stanley & Co. Incorporated, both of whom are advising
Walter Industries in connection with the acquisition.  Simpson
Thacher & Bartlett LLP is acting as the Company's outside legal
counsel in connection with the acquisition.

               Review of Additional Opportunities

The Company also said it has been working with Banc of America
Securities LLC and Morgan Stanley & Co. Incorporated to advise it
regarding additional strategies to further maximize shareholder
value.  The Company said the timing and structure of any strategic
action would be based upon the financial performance of its
respective operating segments, market conditions, tax consequences
and other considerations, all of which will be fully analyzed in
order to determine the most appropriate time and means to deliver
value to shareholders.

Walter Industries, Inc. -- http://www.walterind.com/-- is a  
diversified company with revenues of $1.5 billion, excluding
Mueller.  The Company is a leader in affordable homebuilding,
related financing, and water transmission products, and is a
significant producer of high-quality metallurgical coal for
worldwide markets.  Based in Tampa, Florida, the Company employs
approximately 5,100 people.

Mueller Water Products, Inc., based in Decatur, Illinois, is a
leading North American full line supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, gas distribution
systems and piping systems.  Its principal products are fire
hydrants, water and gas valves, and a complete range of
pipefittings, coupling hangers and related products.  Mueller has
earned a solid reputation for high quality products, with
respected brand names such as Mueller, James Jones, Hersey Meters,
Henry Pratt and Anvil.  

                       *     *     *

As reported in the Troubled Company Reporter on April 8, 2005,
Moody's confirmed the ratings of Mueller Group, Inc. (B2 senior
implied rating), a wholly owned subsidiary of Mueller Water
Products, Inc.  The ratings confirmation was prompted by Mueller's
successful filing of its 10-K for the fiscal year ended September
30, 2004 and 10-Q for the quarter ended January 1, 2005.

The company's filing of these statements has cured technical
violations under Mueller Group, Inc.'s credit facility, senior
subordinated and senior secured notes, as well as Mueller Water
Products, Inc.'s senior discount notes (unrated).  The company
received an unqualified opinion from its independent auditors.
This concludes a review that was initiated on January 5, 2005.


MUELLER WATER: Sale to Walter Industries Cues S&P to Watch Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Walter
Industries Inc. to 'BB-' from 'BB'.  At the same time the ratings
on Walter, Mueller Water Products Inc. (Mueller; 'B+'), and
Mueller Group Inc. are placed on CreditWatch with negative
implications.

These actions follow the announcement that Walter has agreed to
purchase Mueller for approximately $1.9 billion.  The highly
leveraged transaction will materially weaken Walter's pro forma
financial profile.  At March 31, 2005, Walter had approximately
$182 million of recourse debt outstanding and Mueller had
approximately $1.1 billion in total debt outstanding.

Standard & Poor's initial pro forma leverage calculations at
March 31, 2005, indicate that consolidated total debt to EBITDA
for Walter will be about 5.5x, with debt leverage at its water
business around 6.0x.  Both figures exclude Standard & Poor's
operating lease, pension, and capital finance company adjustments
used for Walter's financing unit, which will likely increase these
amounts.  Both of these leverage amounts are significantly higher
than Standard & Poor's previous expectations.

Before taking further rating actions, Standard & Poor's intends to
meet with management to discuss:

    * its near- and intermediate-term financing plans, including
      the company's pro forma capitalization and liquidity
      profile,

    * the business opportunities and integration risks that the
      transaction present,

    * the company's strategic objectives, and

    * the water group's legal structure as a wholly-owned public
      reporting subsidiary under Walter.

Potential outcomes include the likelihood that existing ratings
will be lowered.

Tampa, Florida-based Walter is a diversified industrial
conglomerate with strategic investments in the water transmission,
natural resources, and affordable homebuilding and finance
industries.  In its fiscal year ended Dec. 31, 2005, the company
generated a 7.7% operating margin on $1.2 billion of revenues.

Decatur, Illinois-based Mueller manufactures a variety of products
serving the water and gas industries, with trailing 12-month
revenues of approximately $1.1 billion (at March 31, 2005) and an
adjusted EBITDA margin of approximately 20%.
     
         Ratings Lowered And Placed On Creditwatch Negative
     
Walter Industries Inc.

                             To                From
                             --                ----
Corporate credit rating      BB-/Watch Neg/--  BB/Stable/--
Sr Secd rev credit agreement BB-/Watch Neg     BB
Conv senior sub notes        B/Watch Neg       B+
    

             Ratings Placed On Creditwatch Negative
      
Mueller Water Products Inc.

                              To               From
                              --               ----
Corporate credit rating       B+/Watch Neg/--  B+/Stable/--
Senior unsecured debt rating  B-/Watch Neg     B-
     
Mueller Group Inc.

                              To               From
                              --               ----
Corporate credit rating       B+/Watch Neg/--  B+/Stable/--
Senior secured debt rating    B+/Watch Neg     B+
Senior unsecured debt rating  B-/Watch Neg     B-


MUSHTAQ KANCHWALA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mushtaq B. Kanchwala
        1050 Bluebird Lane
        Roselle, Illinois 60172

Bankruptcy Case No.: 05-24314

Type of Business: The Debtor owns a Chicago Street Pizza
                  franchise.  The Debtor previously filed
                  for chapter 11 protection on Dec. 15, 2005
                  (Bankr. N.D. Ill. Case No. 04-46027).

Chapter 11 Petition Date: June 20, 2005

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson Sonderby

Debtor's Counsel: Marc C. Scheinbaum, Esq.
                  Cohen & Krol
                  105 West Madison Street, Suite 1100
                  Chicago, Illinois 60602
                  Tel: (312) 368-0300
                  Fax: (312) 368-4559

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Countrywide Home Loans           1050 Bluebird Lane     $455,000
Mail Stop SV26B                  Roselle, IL 60172
P.O. Box 10229                   Value of Security:
Van Nuys, CA 91410-0229          $340,000

Banco Popular                                           $329,500
Cohon Raizes & Regal LLP
208 South LaSalle Street
Suite 1860
Chicago, IL 60604-1160

Unknown                          Interest in second     $300,000
                                 property in
                                 Alabama valued
                                 $360,000 loan
                                 currently
                                 $300,000.
                                 Debtor is not liable
                                 on mortgage on
                                 this property.
                                 Value of Security:
                                 $3,000

The Quality Cheese, Inc.         Chicago Street         $143,000
266 Glen Ellyn Road              Pizza
Bloomingdale, IL 60108

Greater Chicago Bank             Business Loan           $99,414
220 North Mannheim Road
Bellwood, IL 60104

Murad Fazal                      Promissory Note         $75,000
1737 South LaLonde Avenue
Lombard, IL 60148

Midwest Bank                     Loan                    $63,335
Loan Operations Department
501 West North Avenue
Melrose Park, IL 60160

Marc Realty                                              $48,000
55 East Jackson, Suite 500
Chicago, IL 60604

Greater Chicago Bank             1050 Bluebird Lane      $27,070
220 North Mannheim Road          Roselle, IL 60172
Bellwood, IL 60104               Value of Security:
                                 $340,000
                                 Value of Senior Lien:
                                 $455,000

American Express                                         $16,878
Business Gold
P.O. Box 297879
Fort Lauderdale, FL 33329-7879

Parkway Bank                     Loan                    $16,534
Loan Department                  Naveed Pizza
4800 North Harlem Avenue         Enterprises, Inc.
Harwood Heights, IL 60706

Moiz Kanshwala                   Loan                    $15,000
275 Fairhaven Drive
Saint Charles, IL 60175

Infiniti Financial Services      2003 Infiniti QX4        $9,856
P.O. Box 0568
Carol Stream, IL 601320568

Yellow Pages Advertising         Chicago Street           $9,122
M. Leslie Kite & Associates, PC  Pizza
1 North Franklin Suite 650
Chicago, IL 60606-3455

Capital Ventures                 Collections              $4,500
Fuchs & Roselli Ltd.
311 South County Farm Road
Suite A
Wheaton, IL 60187

Discover                         Credit Card              $3,920
P.O. Box 15255
Wilmington, DE 198865255

Peoples Energy                   Naveed K Inc.            $3,591
Chicago, IL 606870001

Peoples Energy                                            $3,504
Chicago, IL 606870001

United States Postal Service                              $3,500

Volvo                            Expired Lease            $3,901
1700 Jay Ell Drive
Richardson, TX 75081


NORSTAN APPAREL: Wants to Walk Away from CBA with Union Local 99
----------------------------------------------------------------
Norstan Apparel Shops, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority to reject a
collective bargaining agreement with its office and distribution
employees' Union Local 99 unit.  The Union has 50 members working
at the Debtor's Long Island warehouse.

The Debtor operated 229 retail stores selling women's apparel.  
The Debtor's business was recently sold to a group of investors
comprised of Gordon Brothers Retail Partners, DJM Asset
Management, LLC, Rainbow Northeast Leasing, Inc., Simply Fashion
Stores, Ltd., Hilco Real Estate LLC, and Hilco Merchant Resources,
LLC.  The sale was consummated on June 1, 2005.

As a result of the asset sale, the Debtor tells the Court, it
won't be selling women's apparel any longer.  The Debtor intends
to vacate its Long Island City warehouse in by June 30, 2005.

In addition, the new owners of the business made it clear they
won't assume the CBA and won't keep the Union in place.

The company's management met with Union representatives to discuss
the rejection of the CBA in light of the sale of the Debtor's
business.  The Union rejected the Debtor's initial proposal in
April.  Further negotiations culminated in a Stipulation with the
Union.  A full-text copy of that agreement is available for free
at http://bankrupt.com/misc/norstan.pdf

The Honorable Carla E. Craig will convene a hearing on July 7,
2005, at 1:00 p.m. to review the Stipulation and approve the
Debtor's rejection of the CBA.  

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc., dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 8, 2005
(Bankr. E.D.N.Y. Case No. 05-15265).  Jeff J. Friedman, Esq., at
Katten Muchin Zavis Rosenman represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $19,637,000 and total
debts of $44,776,000.


NORTH ATLANTIC: Inks $85 Million Refinancing Pact with Fortress
---------------------------------------------------------------
North Atlantic Trading Company, Inc., entered into an $85 million
senior secured bank facility with Fortress Credit Corp.  The five-
year facility consists of a $30 million term loan and $55 million
revolving credit facility and is secured by substantially all of
the assets of NATC and its subsidiaries.  The facility will be
used to refinance NATC's existing senior credit facility and to
provide additional financial flexibility to NATC for working
capital and other corporate purposes.

"Creating a strong financial partnership with Fortress represents
a key step in our plan to turn around our company," said Mr.
Douglas Rosefsky, President and Chief Executive Officer of NATC.  
"Fortress has an excellent understanding of our business and we
are pleased to have them become a significant partner going
forward."

                        Executive Changes

Effective Jan. 19, 2005, David I. Brunson resigned as President
and Chief Financial Officer of NAHC and the Company and all other
positions held by Mr. Brunson at NAHC, the Company and its
subsidiaries and affiliates.

Douglas Rosefsky, who served as the companies' Chief Financial
Officer since January 2005, has been appointed Chief Executive
Officer and Brian Harriss has been appointed as Chief Financial
Officer.  Mr. Rosefsky is a managing director of Alvarez & Marsal,
a global professional services firm, and his services are provided
pursuant to the companies' engagement of that firm.

Mr. Harriss, who replaces Mr. Rosefsky as Chief Financial Officer,
had previously served in various senior finance, planning and
business development positions at a number of market-leading
consumer products and direct marketing companies, including
PepsiCo., Inc., Cadbury Schweppes P.L.C., The Readers' Digest,
Inc. and, most recently, Hanover Direct, Inc. Mr. Helms, who
formerly served as both Chairman and Chief Executive Officer and
is North Atlantic Holding Company's controlling stockholder, will
continue as an executive Chairman and a full-time employee,
focusing on the companies' general business strategies, strategic
alliances, joint ventures, acquisitions and licensing
arrangements.

North Atlantic Trading Company, Inc., competes in the American
tobacco market with leading brands in a variety of adult consumer
segments.  These strategic segments are premium cigarette papers,
loose-leaf smokeless tobacco, make-your-own cigarette tobacco and
premium manufactured cigarettes.  The company's well known brands
include: Zig-Zag, Beech-Nut, Durango, Trophy, Stoker's(TM), Our
Pride(TM) and Old Hillside(TM).  The company conducts its
operations from Louisville, Ky., and Dresden, Tenn.

At March 31, 2005, NATC's balance sheet showed an $18,146,000
stockholders' deficit, compared to a $13,796,000 deficit at
Dec. 31, 2004.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2005,
Standard & Poor's Ratings Services lowered its ratings on
smokeless tobacco processor and niche cigarette manufacturer North
Atlantic Holding Company, Inc., and its wholly owned subsidiary,
North Atlantic Trading Co. Inc., including its corporate credit
rating to 'CCC+' from 'B'.

At the same time, the CreditWatch implications were revised to
developing from negative.  The ratings remain on CreditWatch where
they were originally placed on Nov. 18, 2004.  About $347 million
of rated debt on New York, New York-based North Atlantic is
affected.

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service downgraded the ratings of North Atlantic
Trading Company, Inc., and placed them under review for possible
further downgrade.  The action follows the announcement of the
resignation of the company's chief financial officer.

The ratings downgraded and placed under review for possible
downgrade:

   -- North Atlantic Trading Company:

      * Senior implied rating, to B3 from B2

      * $200 million 9-1/4% global notes due 2012, to B3 from B2

   -- North Atlantic Holding Company -- NAHC:

      * $75 million senior notes due 2014, to Caa3 from Caa1

The rating assigned and placed under review for possible
downgrade:

   -- North Atlantic Holding Company -- NAHC:

      * Issuer rating, at Caa3

The ratings downgrade is driven by the uncertainty created by the
resignation of the Company's chief financial officer announced
in January 2005.  Also, in exchange for various changes to the
agreement governing its revolving credit maturing in February
2007, the Company has agreed to a reduction in the commitment
amount from $50 million to $35 million.  The departure of a key
member of senior management only a few months after closing of a
transaction significant for the Company raises uncertainty over
the financial and operating direction of North Atlantic Trading,
while it remains in a weak financial position.


NUR MACROPRINTERS: Talks with Several Potential Investors Begin
---------------------------------------------------------------
NUR Macroprinters Ltd. (Pink Sheets:NURM) has been contacted by
and begun discussions with several parties regarding an investment
in or strategic transaction involving NUR to replace the recently
terminated proposed investment by Inspire Investments Ltd.

NUR has also received a proposed offer from Dan Purjes, a major
shareholder of NUR and a former Chairman of the Board, to make an
investment in the company.  Mr. Purjes has offered an investment
of $1 million in the company and to follow this investment by
attempting to raise an additional $9 million for the company by
the end of 2005.  Mr. Purjes has advised that the financial terms
of this proposed investment are intended to be similar to those of
the proposed Inspire investment.  This offer is subject to a
number of substantive closing conditions, including, among others:

   -- board approval,

   -- shareholders' approval,

   -- the lender banks' agreement to waive prior defaults and to
      forebear from declaring continuing defaults until the end of
      2005; and

   -- the negotiation and completion of definitive documents.

NUR is in discussions with its lender banks regarding these
possibilities.  Based on the current status of these discussions,
NUR intends to continue to pay suppliers and to conduct its
business in the ordinary course, subject to review by its lender
banks.

There can be no assurance that any of the proposals will result in
a completed transaction or that the conditions described in the
Purjes proposal can be satisfied.  If the company is unable to
conclude a satisfactory refinancing, it will consider alternative
plans to address its immediate and long-term financing
requirements, which alternative plans include, but are not limited
to, seeking protection from creditors under the Israeli law.  In
light of the rapidly changing events, management will endeavor to
report publicly on these events as promptly as appropriate.

As reported in the Troubled Company Reporter on June 20, 2005, as
a result of the termination of the Inspire agreement, NUR's  
previously announced restructuring agreement with its bank lenders  
-- Bank Hapoalim B.M., Bank Leumi le Israel B.M. and Israel  
Discount Bank Ltd. -- will terminate since the debt restructuring  
was conditioned upon the closing of the Inspire investment.  The  
combination of the Inspire investment and the restructuring of  
NUR's outstanding bank debt was supposed to strengthen NUR's  
financial position by infusing $10 million in cash into the  
business, reducing NUR's current debt burden by 35% and  
rescheduling NUR's remaining $28 million of debt over the next 7  
years under commercial terms that better suit NUR's business  
model.  The termination of the restructuring agreement with NUR's  
bank lenders will result in the acceleration of NUR's outstanding  
bank debt.  

NUR's management intends to meet with its lender banks in order to  
discuss alternative restructuring plans.  NUR is also actively  
considering alternative plans to address its immediate and long-
term financing requirements, which alternatives include, but are  
not limited to, seeking protection from creditors under the  
Israeli bankruptcy laws.  

NUR's independent auditors completed their audit of NUR's 2004  
financial statements.  As a result of the termination of the  
Inspire investment and the termination of the restructuring  
agreement and acceleration of NUR's outstanding bank debt, NUR  
expects that its financial reports will include a "going concern"  
qualification in the Independent Auditor's report to be included  
in its Annual Report on Form 20-F.  

NUR Macroprinters (NURM.PK) -- http://www.nur.com/-- supplies  
wide-format inkjet printing systems used for the production of
out-of-home advertising materials.  From entry-level photo-
realistic printers to high-throughput production presses, NUR's
complete line of cost-effective, reliable printing solutions and
companion inks are helping customers in over 100 countries
worldwide address the full spectrum of wide-format printing
requirements.  NUR customers, including commercial printing
companies, sign printers, screen printers, billboard and media
companies, photo labs, and digital printing service providers,
count on NUR to help them deliver the high quality and fast
turnaround they need to meet their clients' exacting demands and
succeed in today's competitive marketplace.


OWENS CORNING: Files Status Report on Commercial Comm. Advisors
---------------------------------------------------------------
At the omnibus hearing on May 16, 2005, in Owens Corning and its
debtor-affiliates' chapter 11 cases, Judge Fitzgerald asked the
Official Committee of Unsecured Creditors, Credit Suisse, Cayman
Branch (formerly known as Credit Suisse First Boston), acting
through its Cayman Branch, as Agent for the prepetition bank
lenders under the June 26, 1997 Credit Agreement, and the
subcommittee consisting of Designated Member John Hancock Life
Insurance to submit a report to update the Court concerning the
activities of the commercial creditor constituencies' advisors.

The Commercial Committee, the Banks and the Bondholders complied
and submitted their Report on June 17, 2005.

The Committee consists of representatives of the Banks,
bondholders and trade claimants.  Davis Polk & Wardwell was
retained as counsel, nunc pro tunc to October 25, 2000.  
Houlihan, Lokey, Howard & Zukin Capital serves as financial
advisor.

Owens Corning's obligations to the Banks under the Credit
Agreement were guaranteed by a number of its subsidiaries,
including IPM, Inc., which holds the stock of Owens Corning's
foreign operating subsidiaries.  Neither IPM nor the foreign
subsidiaries are Debtors.  The Debtors filed an adversary
proceeding that sought to enjoin the Banks from exercising their
rights and remedies against the non-Debtor guarantors, including
IPM.  To resolve that adversary proceeding, the parties
negotiated a Standstill and Waiver Agreement, which the Court
approved.  Under the Standstill Agreement, Credit Suisse is
entitled to be reimbursed by Owens Corning for its fees and
expenses incurred in connection with its participation in the
bankruptcy cases or the enforcement of any rights under the
Credit Agreement.  The Banks' advisors -- Capstone Advisory Group
LLC, their financial advisor, and Weil, Gotshal & Manges LLP and
Kramer Levin Naftalis & Frankel LLP, their counsel -- are thus
paid pursuant to the Standstill Agreement.

Concurrently with the negotiation of the Standstill Agreement, it
became apparent that there were conflicting interests between the
Banks and Bondholders within the Committee, centering around a
key issue in the case -- whether the non-Bank constituencies
could and would seek to vitiate the guarantees provided to the
Banks under the Credit Agreement.

Because of this conflict of interest, the Committee's advisors
were precluded from ethically representing either side of this
dispute.  To solve that dilemma, the Bondholders -- with the
agreement of the Debtors and the Banks -- sought Court authority
to retain their own separate advisors.  The "Designated Members"
of the Committee retained Anderson Kill & Olick, P.C., in March
2001 as their counsel.  BDO Seidman, LLP, was retained as special
financial advisor in October 2001.  These advisors represent the
interests of the Bondholders to the extent they diverged from
those of the Committee as a whole.

                  Differing Roles of the Advisors

A. Intercreditor Project

The advisors for the Banks and the Bondholders participated
extensively in the Intercreditor Project, the substantive
consolidation trial and post-trial briefing, as well as the
appeals process.  The Committee advisors, disabled by the
Bank/Bond conflict, played no role in these proceedings.  The
Intercreditor Project is a year-long effort involving extensive
document discovery, negotiation of thousands of fact stipulations
for use in trial on substantive consolidation, extensive efforts
to mediate the dispute, and more than 40 depositions.

B. Fraudulent Conveyance Adversary Proceeding

The advisors to both the Banks and the Bondholders played key
roles in the Debtors' adversary proceeding to avoid the Banks'
subsidiary guarantees as alleged fraudulent conveyances.  The
Committee advisors played no role.  The action has been removed
to the District Court.  The Bondholders sought permission to
intervene as plaintiffs.  The District Court stayed the
fraudulent conveyance action pending resolution of the
substantive consolidation dispute.  It is expected that the stay
will be lifted and the action will continue if substantive
consolidation is denied.  Unless the complaint is dismissed, the
prosecution and defense of the fraudulent conveyance action will
require discovery centering on, among other things, the solvency
of the Debtors and, ultimately, a trial.  Given the nature of the
issues, it will be necessary for the Banks' and the Bondholders'
financial advisors, as well as their counsel, to participate
actively in the discovery process and in the trial of the
fraudulent conveyance claims.  In anticipation of a ruling from
the Third Circuit on substantive consolidation, and in order to
avoid any delay in the progress of the Debtors' Chapter 11 cases
should the Third Circuit reverse Judge Fullam's order, it is
important that the Bank and Bondholders advisors continue to
prepare for resolution of the fraudulent conveyance dispute.

C. Asbestos Claims Valuation

It was originally expected that the Committee advisors would take
the lead in challenging the estimation of the aggregate value of
asbestos personal injury claims to be treated in a plan of
reorganization -- an issue on which the Banks and the Bondholders
initially were not in conflict.  However, in June 2003, the
Bondholder members of the Committee reached an agreement with the
Debtors to support a plan of reorganization that, like the
Debtors' plan currently on file, would be premised on substantive
consolidation and a confirmation condition requiring that the
combined asbestos claims of Owens Corning and Fiberboard be
valued at $16 billion.  The Banks have consistently opposed any
such plan.  The Term Sheet thus created an additional conflict --
on asbestos valuation -- between the Banks and the Bondholders,
which meant that the Committee advisors would not be able to play
a role in challenging the estimation of the asbestos valuations
proffered by the Debtors, the Asbestos Claimants Committee and
the Futures Representative.  The Banks' advisors, in particular
Weil Gotshal, were thus forced to step in on short notice and to
play the lead role in discovery and at trial before Judge Fullam
contesting the asbestos valuations proffered by the other
constituencies.  They are continuing in that role in the
estimation appeal filed in the Third Circuit -- an appeal that
has yet to be briefed or argued.

D. Other Contested Issues Requiring Separate Advisors

If the Court of Appeals reverses Judge Fullam's substantive
consolidation order, absent an overall agreement in the case,
there will likely be a divergence of views between the Banks and
the Bondholders as to the value of the guarantor subsidiaries,
and related disputes over the amount, seniority and
enforceability of various intercompany claims.  There may also be
disputes between the Banks and Bondholders as to whether the
Banks are entitled to postpetition interest and at what rate.  In
addition, the Asbestos Claimants Committee has threatened, if
substantive consolidation is reversed, to seek recovery from the
subsidiary guarantors under theories of successor liability, and
the Bondholders have threatened a veil piercing action.  The
Bondholders and the Banks likely will be on opposite sides of
each of these disputes, the Committee's advisors will be unable
to represent either side.  The Banks' and the Bondholders'
advisors are continuing to prepare for the resolution of these
issues, whether through trial or negotiation.  The Debtors have
confirmed that they, too, are working to analyze each of these
issues and, in order to be in a position to move the case
forward, want to make efficient use of the time while the parties
await a decision from the Third Circuit.

                        Plan Negotiations

The parties have also been engaged in negotiations directed
toward a possible consensual plan of reorganization.  These
negotiations require investigation and analysis of the same
disputed issues that will otherwise have to be litigated:

   -- the value and solvency of the subsidiaries,
   -- the amount and character of intercompany claims, and
   -- the applicability and amount of postpetition interest.

            Case Monitoring & Administrative Activities

The Committee's advisors continue to play a necessary role in
monitoring the ongoing business activities of the Debtors, the
day-to-day administration of the Debtors' estates and other areas
where there is no conflict of interest among the members of the
Committee.  In plan negotiations, the Committee's advisors will
take the lead in issues like plan feasibility, claims
reconciliation processes, distribution mechanics, questions
surrounding executory contract assumption or rejection, and other
issues with which a commercial creditors' committee normally
would be concerned.

                     Adjustments to Fee Caps

The parties agreed to reallocations of the financial advisor fees
based on the shifting of the workload.

The commercial creditors and their advisors have been diligent in
avoiding unnecessary duplication of effort, and the Banks and
Bondholders have properly deferred to the Committee's advisors on
those issues that do not pose a conflict between the two
Committee constituencies.  Counsel for the Committee, Banks and
Bondholders submit that the Debtors' estates have not been
burdened with unnecessary fees and that, in fact, the aggregate
cost to the estate of the commercial creditors' combined
professionals has been equivalent to the cost of what one set of
committee professionals would have incurred to protect the
interests of the commercial creditors.

Headquartered in Toledo, Ohio, Owens Corning --
http://www.owenscorning.com/-- manufactures fiberglass
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom,
represents the Debtors in their restructuring efforts.  At Sept.
30, 2004, the Company's balance sheet shows $7.5 billion in assets
and a $4.2 billion stockholders' deficit.  The company reported
$132 million of net income in the nine-month period ending
Sept. 30, 2004.  (Owens Corning Bankruptcy News, Issue No. 110;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


PEGASUS SATELLITE: Bernstein Wants Court to Approve Final Payments
------------------------------------------------------------------
Bernstein, Shur, Sawyer & Nelson, served as co-counsel to Pegasus
Satellite Communications, Inc. and its debtor-affiliates in their
Chapter 11 cases.  Bernstein Shur sought payment of these amounts
from December 2004 through May 2005:

    Month                Fees       Expenses      Total
    -----                ----       --------      -----
    December 2004       $5,805        $469       $6,274
    January 2005         7,136       1,588        8,724
    February 2005        6,926       2,929        9,854
    March 2005          10,701         951       11,651
    April 2005          11,852       2,002       13,854
    May 2005             6,554         304        6,858

As of June 8, 2005, the Debtors have paid Bernstein Shur
$218,418.  There remains a balance of $57,215, $4,242 of which
represents a 10% holdback amount from the prior fee statements.  

As co-counsel, Bernstein Shur provided these services to the
Debtors:

     Service Description     Services Rendered
     -------------------     -----------------
     Asset Disposition       Attended to requests for bidding
                             procedures; attended to correction
                             to tower lease (Spectrasite) filing;
                             attended to e-filing of motion to
                             abandon/sell; attended hearing with
                             respect to motion to abandon/sell;
                             reviewed motion to approve
                             stipulation

     Case Administration     Drafted, reviewed or filed numerous
                             pleadings and other documents with
                             the Court, interacted with the
                             Debtors related thereto, and
                             attended various hearings before the
                             Court, representing the Debtors

     Claims Administration   Reviewed and attended hearings
     and Objections          with respect to the Miller claim;   
                             reviewed and attended hearings
                             with respect to the Russell claim;
                             reviewed and docketed deadlines with
                             respect to the Gatelinx claim

     Fee/Employment          Filed various monthly fee
     Applications            statements and certificates of no
                             objection for professionals to the
                             Debtors; filed various interim
                             applications for compensation and
                             reimbursement of expenses for
                             professional to the Debtors

     Litigation              Reviewed the complaint filed by
                             Felton Street; discussed local
                             practice with Sidley Austin;
                             reviewed joint pre-trial statement;
                             reviewed various e-filings and
                             docketed court-related deadlines

     Plan and Disclosure     Drafted and filed notices of
     Statement               continued hearing on confirmation of
                             plan hearing; had discussions with
                             creditors objecting to plan;
                             reviewed and filed all pleadings
                             with respect to confirmation of
                             plan

     Other                   Provided various other services to
                             the Debtors, including, without
                             limitation, the organization of
                             financial information regarding
                             the Debtors, the indexing and
                             organization of pleadings, updating
                             of service lists, docketing of court
                             deadlines, and other administrative
                             tasks necessary to efficiently
                             manage the cases

In this regard, Bernstein Shur asks the U.S. Bankruptcy Court for
the District of Maine to compel the Debtors to pay $57,215, which
includes fees amounting to $48,973 and expenses totaling $8,242.

Bernstein Shur further asks the Court to approve the payment of a
$4,242 additional interim compensation, representing 10% of the
invoices submitted to the Debtors for the period of December 1,
2004, through April 30, 2005.

Bernstein Shur also asks the Court to grant final approval of all
allowed fees, which total $275,633, on a final basis.

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)


PIVX SOLUTIONS: Accumulated Deficit Triggers Going Concern Doubt
----------------------------------------------------------------
Singer Lewak Greenbaum & Goldstein LLP expressed substantial doubt
about PivX Solutions, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 31, 2004.  The auditing firm points to the
Company's negative cash flow, accumulated deficit and limited
working capital.

At March 31, 2005, the Company had negative working capital of
approximately $2,948,000.  During the first quarter of 2005, the
Company raised proceeds of $950,350, net of offering costs of
$34,124, through the sale of, and the commitment to sell, a total
of 1,968,950 shares of common stock.  PivX plans to obtain
additional working capital through additional private placements
of its equity or debt securities.  The Company plans to use the
additional capital to continue its research, development, sales
and marketing efforts. PivX has implemented significant cost
reductions in headcount and overhead to reduce losses and improve
viability.

                       Loan Amendment

On April 3, 2005, the Company entered into an amendment to a
promissory note and revolving loan agreement effective January 20,
2005 between two executives and the Company.  The Loan Amendment
modifies the repayment provisions of the Note to provide that for
a twenty-four month term beginning on May 15, 2005, and on the
15th of every month thereafter, the Company will collectively pay
the executives $19,584 per month, for a total of $470,000 by the
end of the term.  In addition, pursuant to a letter agreement
dated April 3, 2005, the executives agreed that for a period of
six months beginning on May 15, 2005, they will not offer, sell,
contract to sell, pledge, grant or otherwise dispose of more than
20,000 shares of common stock, par value $.001 per share, of the
Company in any one month period.

                  Limited Management Experience

The Company changed management in an effort to stem significant
losses and improve working capital.  The new management, the
Company says, lacks experience in the software industry, where
technology changes are rapid, and product lives are relatively
short in duration.  The lack of experienced management causes
inherent uncertainties about the ultimate success of the Company.

                  Going Concern Considerations

During the three months ended March 31, 2005, the Company incurred
a net loss of $2,741,111 and had negative cash flows from
operations of $1,788,710.  In addition, the Company had an
accumulated deficit of $12,680,350 at March 31, 2005.  The
Company's ability to continue as a going concern is dependent upon
its ability to generate profitable operations in the future and to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due.  The outcome of these matters cannot be predicted with
any certainty at this time.

Since inception, the Company has satisfied its capital needs
primarily by issuing equity securities.  With the introduction of
its primary product into the market and following the results of
the first evaluation sales, management now believes that it will
begin to generate revenues during calendar 2005.  There is no
guarantee that the product will be accepted or provide a
marketable advantage and therefore no guarantee that the product
will ever be profitable.

                       Bankruptcy Warning

The Company reduced its headcount from 29 employees at March 31,
2005, to 15 as of June 8, 2005.  Should PivX be unable to raise
additional capital, it may be forced into, or new management may
elect to file for, bankruptcy, which could significantly reduce
the value of shareholder interests, as well as the carrying value
of its assets and liabilities.

The Company has experienced a net loss of $2.7 million for the
first three months of 2005 and has also experienced net losses of
$8,600,000 and $600,000 in fiscal 2004 and 2003, respectively, and
expects to continue to incur significant net losses for the
foreseeable future.  While unable to predict accurately future
operating expenses, management currently expects these expenses to
increase substantially.   PivX' cash position as of March 31, 2005
was that of an overdraft of approximately $106,000.

PivX Solutions, Inc., formerly known as Drilling, Inc., is a
vulnerability research and security solutions company providing
security software and consulting services to a variety of
businesses, consumers and government agencies.  In August 2004,
PivX completed its development of Qwik-Fix Pro(TM), a security
software tool, which enables Microsoft computer users to be pro-
actively protected from worms, viruses and malware.  The first
subscription sales of Qwik-Fix Pro (TM) were made in the quarter
ended September 30, 2004.  Qwik-Fix Pro is also sold under the
name PreEmpt through various computer OEM/retailers.

At Mar. 31, 2005, PivX Solutions, Inc.'s balance sheet showed a
$430,378 stockholders' deficit, compared to a $1,211,660 postive
equity at Dec. 31, 2004.


PRESIDENTIAL LIFE: Weak Risk Management Cues S&P to Lower Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Presidential Life Insurance Co.
(NY) to 'BB-' from 'BB+'.

Standard & Poor's also said that it lowered its counterparty
credit and senior debt ratings on Presidential Life Corp. to 'B-'
from 'B+'.

In addition, Standard & Poor's removed all the ratings from
CreditWatch negative, where they had been placed on April, 1,
2005, following the release of the company's 10-K, which was
delayed as a result of accounting errors.

The outlook on both companies is stable.

"The downgrade reflects our view that the company's weak risk-
management framework increases Presidential's vulnerability to the
broad array of risks that are embedded in its investment and
operational profile," said Standard & Poor's credit analyst Jeff
Watson.  "The company takes an aggressive posture toward interest
rate risk, liquidity risk, and credit risk and offers generous
product features, which, combined with a weak risk management
framework and weak controls, is not consistent with higher
ratings."  Although the company maintains a low expense structure,
this structure limits the resources available to management to
adequately monitor and manage its numerous risk exposures and
maintain effective controls.

The ratings reflect:

    * the company's aggressive investment and corporate
      strategies,

    * poor risk-management framework,

    * marginal capital adequacy,

    * volatile earnings profile,

    * inherent operational risk, and

    * narrow competitive position.

Somewhat offsetting these challenges are the company's:

    * adequate liquidity profile,
    * improving NAIC risk-based capital levels, and
    * improved earnings in 2004.

Total sales in 2005 are expected to remain low at about $250
million, as the company seeks to grow capital and improve its NAIC
risk-based capital levels to more than 265% by year-end 2005.
Capital adequacy remains low for the current rating but will
increase to more than 100% based on Standard & Poor's model.  The
company's operating performance will remain at 2004 levels, as
spread compression offsets continued improvement in limited
partnership income.  The pretax operating ROA is expected to be
1.50%-1.75%, which, on a risk-adjusted basis, is consistent with
the ratings.  Debt leverage should continue to fall in 2005 and
will remain less than 30%.  Interest coverage will be at least 4x.

The investment profile is expected to remain aggressive, but
management is beginning to take steps to reduce some of its risk
exposures.  The company has received state approval for its
"Derivative Use Plan" and is expected to begin implementation in
late-2005.  The company will use the planned hedging strategy to
better manage its interest rate risk and reduce the duration gap
between assets and the liabilities they support.  Standard &
Poor's will closely monitor the effectiveness of the hedge and its
impact on Presidential's risk profile, though the underlying
strategies remain aggressive.


RARITAN VALLEY: Case Summary & 47 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Raritan Valley Sheet Metal, Inc.
        570 Sayre Avenue
        Perth Amboy, New Jersey 08861

Bankruptcy Case No.: 05-30428

Type of Business: The Debtor is a sheet metal contractor.

Chapter 11 Petition Date: June 21, 2005

Court: District of New Jersey (Newark)

Debtor's Counsel: James B. Brown, Esq.
                  Shore & Zahn, P.C.
                  5F Auer Court, P.O. Box 755
                  East Brunswick, New Jersey 08816
                  Tel: (732) 254-5500
                  Fax: (732) 254-5968

Estimated Assets: Unstated

Estimated Debts:  $1 Million to $10 Million

Debtor's 47 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Robert Brown                                  $434,816
83 Pine Hill Road
Stockton, NJ 08559

SMW Fringe Benefit Funds                       $93,500
P.O. Box 847
Farmingdale, NJ 07727

Miller & Chitty Company, Inc.                  $51,400
P.O. Box 256
Kenilworth, NJ 07033

Empire Distributors                            $42,049
14 Ford Products Road
Valley Cottage, NY 10989

Jen-Cyn Enterprises, Inc.                      $31,805
P.O. Box L522
Langhorne, PA 19047

Homans Association                             $19,053
1835 Burnett Avenue
Union, NJ 07083

Shanker Law Group                              $17,188
101 Front Street
Mineola, NY 11501

Ford Motor Credit                              $13,000
P.O. Box 220564
Pittsburgh, PA 15257

Hudd Steel Corporation                          $7,500
PO Box 10
South Plainfield, NJ 07080

Connell Foley                                   $7,130
85 Livingston Avenue
Roseland, NJ 07068

New Jersey Manufacturers Insurance Company      $6,149
Sullivan Way - CN 00228
W. Trenton, NJ 08628

Cape Sales, Inc.                                $5,026
80 Red School House Pond
Chestnut Ridge, NY 10977

Portney & Company                               $4,850
1086 Teaneck Road
Teaneck, NJ 07666

Mason & Dixon Lines                             $3,718
P.O. Box 33298
Detroit, MI 48232

Air and Heat Company, Inc.                      $3,100
18 Ropes Place
Newark, NJ 07107

Totowa Metal Fabricators Inc.                   $2,543
85 Fifth Avenue
Paterson, NJ 07524

Yarde Metals Inc.                               $2,292
45 Newell Street
Southington, CT 06489

United Crane Company                            $2,145
P.O. Box 8
Kenilworth, NJ 07033

Newrent Inc.                                    $2,110
520 Belleville Pike
Kearny, NJ 07032

Mechanical Equipment Supply Company             $1,929
230 West Parkway, Unit 15A
Pompton Plains, NJ 07444

Ardino Distributing                             $1,703
26 Stockton Street
Bloomfield, NJ 07003

Napco Copy Graphics                             $1,678
P.O. Box 234
Lyndhurst, NJ 07071

Coward Environmental Systems                    $1,645
501 Birchfield Drive
Mt. Laurel, NJ 08054

S.W. Anderson Sales Corporation                 $1,565
63 Daniel Street
Farmingdale, NY 11735

Engineered Air, Inc.                            $1,372
1665 Busketon Pike
Feasterville, PA 19053

Elizabethtown Gas                               $1,171
P.O. Box 1450
Elizabeth, NJ 07207

Star Gas                                          $750
4360 Convery Boulevard
Perth Amboy, NJ 08861

Bruce R. Koerner Cranes & Equipment               $723
P.O. Box 647
Rockaway, NJ 07866

AT&T                                              $703
P.O. Box 8212
Fox Valley, IL 60572

Carpenter & Paterson, Inc.                        $678
369 Jefferson Avenue
Saddle Brook, NJ 07662

Nextel Communications                             $661
P.O. Box 821001
Philadelphia, PA 19182

Hilti Inc.                                        $657
P.O. Box 382002
Pittsburgh, PA 15250

Peterson & Staeger, Inc.                          $651
P.O. Box 228
Keyport, NJ 07735

Home Depot                                        $567
P.O. Box 6029
The Lakes, NV 88901

Industrial Welding Supply                         $515
4 Val Street
Sayreville, NJ 08872

Samson Metal Service, Inc.                        $510
P.O. Box 421
Dayton, NJ 08810

PSE&G                                             $483
295 North Broad Street
Elizabeth, NJ 07207

Paychex, Inc.                                     $315
135 Chestnut Ridge Road
Montvale, NJ 07645

Prolift of New Jersey                             $281
1808 Brielle Avenue
Ocean, NJ 07712

Selective Insurance                               $262
1 McCandless Street
Linden, NJ 07036

Shallcross Bolt & Specialties                     $262
1 McCandless Street
Linden, NJ 07036

Sheet Metal Contractors Association               $255
P.O. Box 307
Dayton, NJ 08810

Siperstein Fords                                  $196
P.O. Box 422
Jersey City, NJ 07303

Phil Anderson's Flowers                           $176
762 Green Street
Iselin, NJ 08830

Staples                                           $102
P.O. Box 9020
Des Moines, IA 50368

Madsen & Howell, Inc.                              $48
500 Market Street
Perth Amboy, NJ 08661

O'Brien, Belland/Sheet Metal                        $0
2111 New Road
Northfield, NJ 08225


ROYAL GROUP: Hires Deutsche Bank & Scotia Capital to Review Offers
------------------------------------------------------------------
Royal Group Technologies Limited (RYG.SV-TSX; RYG-NYSE) is
evaluating strategic alternatives, including a sale of the
Company, and has engaged Deutsche Bank and Scotia Capital as
financial advisors to assist the company in evaluating interest
from potential acquirors of the Company.  The process will include
a broad list of potential buyers as well as Cerberus Capital
Management L.P. that previously submitted an unsolicited request
for access to the Company's books and records, indicating that, if
satisfied, it may make an offer of $14.00 per share.  No offer for
shares of Royal Group has yet been made by Cerberus.

The Company will establish a data room and make other information
available to parties interested in considering a transaction.
PricewaterhouseCoopers LLP has been retained by Royal Group to
assist with assembly of the data room.

Royal Group also announced that the special committee has been
reconstituted after its annual and special meeting, such that the
members are now Robert Lamoureux (Chair), James Sardo, Irvine
Hollis, Carol Hansell and Graham Savage.  The special committee
has also retained BMO Nesbitt Burns to provide the committee with
independent advice as to the adequacy of any definitive proposal
that may be received and Goodmans LLP as legal counsel.

The Company anticipates that the process will require several
months, but cautions that there is no assurance that a definitive
proposal will emerge.  Additionally, the special committee has not
made any determination as yet whether a sale would be in the best
interests of the Company or its shareholders.

Royal Group Technologies Limited -- http://www.royalgrouptech.com/  
-- manufactures innovative, polymer-based home improvement,
consumer and construction products.  The company has extensive
vertical integration, with operations dedicated to provision of
materials, machinery, tooling, real estate and transportation
services to its plants producing finished products.  Royal Group's
manufacturing facilities are primarily located throughout North
America, with international operations in South America, Europe
and Asia.

                         *      *      *

As reported in the Troubled Company Reporter on May 11, 2005,
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on Royal Group
Technologies Ltd. to 'BB' from 'BBB-'.  At the same time, Standard
& Poor's removed its ratings on Royal Group from CreditWatch,
where they were placed with negative implications Oct. 15, 2004.
The outlook is currently negative.

The ratings reflect a transitioning management team, and short-
term problems such as weak liquidity, weak internal controls, and
near-term refinancing requirements.  The ratings also reflect
longer-term issues such as weakening profitability and a low
return on capital.  These risks are partially offset by the
company's adequate annualized cash flow protection and moderate
leverage.

"Although the moderate debt leverage, steady free cash flow
generation, and an underlying solid business profile have
supported the ratings through a very difficult year, we now
believe that the distractions caused by the criminal
investigations and governance problems have resulted in (and
exposed) both short- and long-term problems," said Standard &
Poor's credit analyst Daniel Parker.  "Accordingly, the overall
business and financial profile do not currently support an
investment-grade rating," added Mr. Parker.

Despite significant improvement with regards to corporate
governance, the company is still in transition as it seeks to hire
a permanent chief executive officer and chief financial officer.
The company has also proposed five new independent candidates to
join the board following its annual general meeting.  S&P believes
it will take at least several quarters before new management and
the board decide on any major strategic decisions, and before new
management would be able to learn the business.  The company has
multiple business lines and requires a continued focus on
efficiencies and operations to maintain its competitive position.
In addition, the required initiatives to address the short-term
issues could take at least several quarters.

The outlook is negative.  If the company does not address its weak
liquidity and inefficient debt structure in the next eight months,
the ratings could be lowered further.  The current ratings can
tolerate weak profitability and cash flow in the medium term, but
only under the assumption that financial performance trends will
not further deteriorate.

Standard & Poor's believes profitability will be hampered by:

    (1) high resin prices,

    (2) a strong Canadian dollar, and

    (3) the potentially negative effects of rising interest rates
        on the housing and home renovation markets.


SAKS INC: Commencing Cash Tender Offers for $658 Million of Debt
----------------------------------------------------------------
Saks Incorporated (NYSE: SKS) intends to commence cash tender
offers and consent solicitations for three issues of its
outstanding debt and consent solicitations with respect to three
additional issues.

In the tender offers, Saks is offering to purchase any and all of
the following notes at the following prices per $1,000 principal
amount of notes:

                  Outstanding
                   Principal                                     Purchase
    CUSIP No.        Amount           Title of Security            Price
   -----------    ------------    --------------------------     --------
   79377WAC2      $250,000,000    7 1/2% Notes due 2010             $990
   79377WAM0      $208,105,000    7% Notes due 2013                 $990
   79377WAD0      $200,000,000    7 3/8% Notes due 2019             $990
   
Each tender offer expires at midnight on July 18, 2005, unless
extended by Saks with respect to that issue.

The purchase price for each issue of notes shown above includes an
amount that Saks has designated as a consent payment of $20 in
respect of the consents described below.  If a tender offer is
consummated, holders that validly tender their notes in that
tender offer prior to 5:00 p.m., New York City time, on July 1,
2005, will receive the full purchase price.  Holders that validly
tender their notes after that time will receive the purchase price
less the consent payment.

In the consent solicitations, Saks is soliciting consents from
holders of the above notes and the notes set forth below to
amendments to the related indentures and waivers of defaults under
those indentures.  Saks is offering to pay a consent payment of $1
per $1,000 principal amount of notes to holders of the notes below
that consent to the proposed amendments and waiver.

                  Outstanding
                   Principal
    CUSIP No.       Amount                  Title of Security
   __________     ___________    ____________________________________

   79377WAL2                     
   -----------   $230,000,000    2% Convertible Senior Notes due 2024
   79377WAK4     
  
   79377 WAG3                    
   -----------   $141,557,000    9 7/8% Notes due 2011
   79377WAH1     

   79377WAA6     $190,324,000    8 1/4% Notes due 2008

   
The proposed amendments to each indenture would provide, among
other things, that, until 5:30 p.m., New York City time, on
Oct. 31, 2005, Saks' current inability to file reports under the
Securities Exchange Act of 1934 with the Securities and Exchange
Commission and the trustee under each indenture and to deliver to
the trustee under each indenture compliance certificates and
notices of default will not constitute defaults under each
indenture.  The proposed waiver would waive all defaults relating
to the failure to comply with these obligations prior to the
effectiveness of the proposed amendments.  As previously
announced, on June 14, 2005, Saks received a notice of default
from a hedge fund that states that it owns more than 25% of the 2%
Convertible Senior Notes due 2024, stating that Saks is in breach
of these obligations.  The consent solicitation for the
Convertible Notes also seeks to rescind such notice of default.
Saks has not received notices of defaults with respect to any
other notes.

The consent solicitations with respect to the 2% Convertible
Senior Notes due 2024, the 9-7/8% Notes due 2011 and the 8-1/4%
Notes due 2008 expire at 5:00 p.m. on July 1, 2005, unless
extended by Saks with respect to that issue of notes.

Saks' obligation to purchase notes in each tender offer is subject
to customary conditions, including the receipt of consents from
holders of a majority in aggregate principal amount of the notes
with respect to which the tender offer is being made, and the
closing of the previously announced sale of certain assets.  The
proposed amendments and waivers with respect to each issue will
require the receipt of consents from a majority in aggregate
principal amount of that issue.  Holders that tender their notes
in the tender offers will be deemed, as a condition to a valid
tender, to have given their consent to the proposed amendments
applicable to the issue of notes that they are tendering and to
have waived defaults under the indenture relating to that issue.  
If the proposed amendments become effective with respect to an
issue of notes, then all notes of that issue will be subject to
the proposed amendments.

Citigroup Global Markets Inc., Goldman, Sachs & Co., Banc of
America Securities LLC and Wachovia Securities are acting as the
dealer managers for the tender offers and the consent
solicitations.  Questions regarding the transaction and the
procedures for consenting should be directed to the dealer
managers at the following numbers:

Citigroup Global Markets Inc.                  Goldman, Sachs & Co.
   Toll-free: (800) 558-3745                  Toll-free: (800) 828-3182

Banc of America Securities LLC                  Wachovia Securities
   Toll-free: (888) 292-0070                  Toll-Free: (866) 309-6316

Global Bondholder Services Corporation is the information agent
for the tender offers and consent solicitations. Requests for
documentation should be directed to Global Bondholder Services
Corporation at: (212) 430-3774 (Banks and Brokers) or (866) 470-
3900 (toll free).

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.  


SECURITY CAPITAL: Look for Annual Report by June 24
---------------------------------------------------
Security Capital Corporation (AMEX: SCC) disclosed that it is not
yet in a position to file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2004.  The Company continues to
work diligently to finalize the 2004 Form 10-K and expects to file
the 2004 Form 10-K by June 24, 2005.

The Company also disclosed that, on June 17, 2005, the Company
notified the American Stock Exchange Listing Qualifications Staff
of such further delayed expected filing date of the 2004 Form
10-K.  The Company also notified the AMEX that it would be
restating its financial statements for the fiscal years 2001, 2002
and 2003 and the first three quarters of 2004 to reflect a
correction in the Company's accounting practices for leases and
leasehold improvements.  The effect of such restatement is a
decline in the net income available to common stockholders for the
fiscal years 2001, 2002 and 2003 and the first three quarters of
2004, in the aggregate, of approximately $94,000, $65,000, $94,000
and $138,000, respectively.

The Company further disclose an update to its estimated operating
results for the quarter and year ended December 31, 2004, which
the Company had previously announced on April 18, 2005.  The
Company currently estimates that, for the quarter ended Dec. 31,
2004, income from continuing operations will be approximately
$1,290,000 compared to $1,674,000 for the quarter ended December
31, 2003.

The Company further estimates that income available to common
stockholders for the quarter ended December 31, 2004 will be
approximately $2,839,000 compared to $1,260,000 for the quarter
ended December 31, 2003.  The increase from the previously
reported estimated income available to stockholders for the
quarter ended December 31, 2004 is primarily attributed to the
post-closing adjustment relating to the October 2004 sale of
substantially all of the assets of Pumpkin Ltd.

The Company currently estimates that, for the year ended Dec. 31,
2004, income from continuing operations will be approximately
$4,826,000 compared to $5,258,000 for the year ended December 31,
2003.  The Company further estimates that income available to
common stockholders for the year ended December 31, 2004 will be
approximately $2,321,000 compared to $2,831,000 for the year ended
December 31, 2003.

The Company's two reportable segments are employer cost
containment and health services, and educational services.  The
employer cost containment and health services segment consists of
WC Holdings, Inc., which provides services to employers and their
employees primarily relating to industrial health and safety,
industrial medical care, workers' compensation insurance and the
direct and indirect costs associated therewith.  The educational
segment consists of Primrose Holdings, Inc., which is engaged in
the franchising of educational child care centers, with related
activities in real estate consulting and site selection services
in the Southeast, Southwest and Midwest.

                       Delisting Notice  

Security Capital Corporation received a letter from the American  
Stock Exchange, citing the Company's lack of compliance with the  
AMEX's continued listing standards and accepting the Company's  
plan to regain compliance with the AMEX's continued listing  
standards by June 30, 2005, which the Company delivered to the  
AMEX on May 18, 2005.  

AMEX advised the Company that it is not in compliance with the  
AMEX's continued listing standards because the Company failed to  
timely file its Form 10-K for the fiscal year ended Dec. 31, 2004  
and its Form 10-Q for the quarter ended March 31, 2005, as  
required pursuant to Section 1101 of the AMEX Company Guide.  The  
May 23, 2005, AMEX letter noted that the Company's failure to  
timely file the 2004 Form 10-K and the First Quarter Form 10-Q is  
a material violation of the Company's listing agreement with the  
AMEX and, therefore, pursuant to Section 1003(d) of the Company  
Guide, the Company's securities are subject to suspension and  
delisting from the AMEX.  In addition, the Company is subject to  
the procedures and requirements of Section 1009 of the Company  
Guide.  

                          Filing Delays

The filing of the Company's Form 10-Q for the quarter ended  
Sept. 30, 2004, was delayed as a result of the Company's  
previously announced internal investigation.  The investigation  
was completed, and the Third Quarter Form 10-Q was filed on  
March 11, 2005.  As a result of the delayed filing of the   
Third Quarter Form 10-Q, the Company needs additional time to   
complete its 2004 Form 10-K.

The Company had expected to file its First Quarter Form 10-Q by  
June 15, 2005.  The delay in filing the First Quarter Form 10-Q is  
due to the continued delay in the filing of the 2004 Form 10-K and  
the Company's need to select a new independent registered public  
accounting firm to replace Ernst & Young LLP, the Company's  
principal accountant, upon the completion of the Company's 2004  
audit, which declined to stand for re-appointment as the Company's  
principal accountant.

The Company says it will not be able to retain an independent  
registered public accounting firm to replace Ernst & Young until  
immediately following the filing of the 2004 Form 10-K.  

Security Capital Corporation operates as a holding company and
participates in the management of its subsidiaries, WC Holdings,  
Primrose Holdings Inc. and Pumpkin Masters Holdings Inc.  

WC is an 80%-owned subsidiary that provides cost-containment
services relative to direct and indirect costs of corporations and
their employees primarily relating to industrial health and
safety, industrial medical care and workers' compensation
insurance.  WC's activities are primarily centered in California,  
Ohio, Virginia, Maryland and, to a lesser extent, in other Middle  
Atlantic states, Indiana and Washington.  Primrose is a 98.5%-
owned subsidiary involved in the franchising of educational
childcare centers.  Primrose schools are located throughout the  
United States, except in the Northeast and Northwest.  Pumpkin is
a wholly owned subsidiary engaged in the business of designing and
distributing Halloween-oriented pumpkin carving kits and related
accessories.


SEMINOLE TRIBE: S&P Puts Ratings on Watch Positive
--------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
Seminole Tribe of Florida, including its 'BB' issuer credit
rating, on CreditWatch with positive implications.  The
CreditWatch listing reflects continued good financial performance
and further progress in addressing its previous governance-related
issues.

Standard & Poor's will meet with the Tribe and evaluate its
intermediate-term operating and financing strategies in resolving
the CreditWatch listing.


SOH HOLDINGS: Case Summary & 60 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: SOH Holdings, LLC
             dba Quincy Big O Tires
             7870 West Quincy Avenue
             Denver, Colorado 80123-2405
           
Bankruptcy Case No.: 05-25348

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      RWH Holdings, Inc.                         05-25353
      Bowles Tire Store, LLC                     05-25360

Chapter 11 Petition Date: June 21, 2005

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtors' Counsel: Jeffrey Weinman, Esq.
                  Weinman & Associates
                  730 17th Street, Suite 240
                  Denver, Colorado 80202
                  Tel: (303) 572-1010

                          Estimated Assets        Estimated Debts
                          ----------------        ---------------
SOH Holdings, LLC         $100,000 to             $1 Million to
                          $500,000                $10 Million          

RWH Holdings, Inc.        $100,000 to             $1 Million to
                          $500,000                $10 Million          

Bowles Tire Store, LLC    $100,000 to             $1 Million to
                          $500,000                $10 Million          

A. SOH Holdings, LLC's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   McFadden Village Apartment Corporation          $900,000
   Attn: Jeffrey Yellen
   11021 Winners Circle, Suite 200
   Los Alamitos, CA 90720-2879

   Towne Industrial Park                            $46,102
   Attn: Jeffrey Yellen
   11021 Winners Circle, Suite 200
   Los Alamitos, CA 90720-2879
     
   Xcel Energy                                       $9,562
   P.O. Box 9477
   Minneapolis, MN 55484-9477

   TJ3 Advertising & Design                          $9,384

   Big O Tires Bowles                                $8,014

   Big O Tires                                       $7,404

   Tire Distributors, Inc.                           $7,132

   Continental Western Group                         $4,228

   Gordon Hughes & Bank, LLP                         $2,852

   Johnson & Aucoin, P.C.                            $2,160

   Aramark Uniform Services                          $1,981

   Big O Tires C470                                  $1,966

   Aramark Uniform Services                          $1,964

   Easy Chair Media                                  $1,858

   Carquest Auto Parts                               $1,537

   Payroll Ink, LLC                                  $1,489

   Johnson & Freidel, P.C.                           $1,480

   Carquest Auto Parts                               $1,462

   All Hour Door                                     $1,410

   WJ Castor Consulting                              $1,372

B. RWH Holdings, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Big O Tires, Inc.                               $123,673
   Attn: Robert Smith
   12650 East Briarwood Ave, Suite 2D
   Centennial, CO 80112-6792

   Big O tires                                      $10,381
   Dept. 235
   Denver, Co 80271-0235

   NAPA Evergreen Auto Parts                         $9,245
   27896 Highway 74
   P.O. Box 1926
   Evergreen, CO 80437-1926

   TJ3 Advertising & Design                          $8,666

   Xcel Energy                                       $8,326

   American Family Insurance                         $6,490

   Mobil 1                                           $5,610

   Tire Centers, LLC                                 $2,926

   Dan Byrd Enterprises, Inc.                        $2,098

   Delta Coaching Group                              $2,084

   Safety Kleen                                      $1,917

   Easy Chair Media                                  $1,858

   Wyn Taylor, Esq.                                  $1,743

   Aramark Uniform Services                          $1,436

   Gordon Hughes & Banks, LLP                        $1,420

   Payroll Ink, LLC                                  $1,302

   Johnson & Freidel, P.C.                           $1,280

   Master Cleaning Janitorial                        $1,158

   Sopus Products                                      $966

   Tire Distributors, Inc.                             $904  
       

C. Bowles Tire Store, LLC's 20 Largest Unsecured Creditors:

   Entity                                      Claim Amount
   ------                                      ------------
   Big O Tires, Inc.                                $98,236
   Attn: Robert Smith
   12650 East Briarwood Ave., Suite 2D
   Centennial, CO 80112-6792

   Towne Industrial Park                            $34,928
   Attn: Jeffrey Yellen
   11021 Winners Circle, Suite 200
   Los Alamitos, CA 90720-2879

   Ingersoll-Rand Financial Services                 $5,775
   Div. of Citicapital Comm Corp
   P.O. Box 6229
   Carol Stream, IL 60197-6229

   TJ3 Advertising & Design                          $5,234

   Sopus Products                                    $4,894

   Xcel Energy                                       $2,664

   Aramark Uniform Services                          $2,611

   Tire Distributors, Inc.                           $1,852

   Young Electric Sign Company                       $1,376

   Carquest Auto Parts                               $1,196

   Big O Tires C470                                  $1,093

   Payroll Ink, LLC                                    $944

   Lord & Reynolds Electrical Services                 $912

   American Racing Custom Wheels                       $901

   Kaiser Permanente                                   $832

   Easy Chair Media                                    $760

   Gordon Hughes & Banks, LLP                          $708

   Allen Black Enterprises, Inc.                       $600

   Wheel Pros                                          $560

   PrimeTime                                           $510


SOUTH SIDE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: South Side Restaurant Inc.
        144 East Main Street
        New Albany, Indiana 47150

Bankruptcy Case No.: 05-92408

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: June 21, 2005

Court: Southern District of Indiana (New Albany)

Debtor's Counsel: Neil C. Brody, Esq.
                  Seiller & Handmaker
                  462 South, 4th Avenue, Suite 2200
                  Louisville, Kentucky 40202-3459
                  Tel: (502) 584-7400

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Indiana Dept. of Revenue                                $454,320
P.O. Box 7218
Indianapolis, IN 46207-7218

Wachovia                      Equipment                 $444,122
c/o Jim Williams
401 South 4th St., Ste 2500
Louisville, KY 40202       

Internal Revenue Service                                $266,634
Special Procedures Branch
P.O. Box 44985
Indianapolis, IN 46244-0985

South Side Inn Inc.                                     $200,000

Betty Bertrand                                           $50,000

Gloria K. Burchfield                                     $36,246

US Foodservice                                           $21,750

Indiana Dept. of Workforce                               $14,796
Dev.

McFarling Foods                                          $13,000

Sysco/Louisville                                         $11,800

American Express                                         $10,000

American Express                                          $9,650

Gordon Food Service                                       $6,000

Cinergy                                                   $5,815

Home Depot                                                $5,491

Sams Club                                                 $5,376

Courier Journal                                           $4,986

Lowes                                                     $3,700

Earl Troub                                                $3,500

Indiana-American Water                                    $3,200


SPIEGEL INC: Eddie Bauer Emerges from Bankruptcy Protection
-----------------------------------------------------------
Eddie Bauer Inc. emerged from the Spiegel, Inc. Chapter 11
reorganization process under its newly formed parent company,
Eddie Bauer Holdings, Inc.  After nearly 35 years, the company is
once again fully independent.  The company was previously a wholly
owned subsidiary of Spiegel, Inc., which filed for bankruptcy on
March 17, 2003.

"We are extremely excited about our new status as a stand-alone
company.  The entire Eddie Bauer team worked hard during the
Spiegel bankruptcy to build a strong platform for the future,"
said President and Chief Executive Officer Fabian Mansson.  "We
streamlined operations, recruited new talent to strengthen the
team, and renewed our commitment to providing quality apparel and
accessories that reflect a modern outdoor lifestyle."

As reported in the Troubled Company Reporter on May 25, 2005, the
Eddie Bauer Holdings, Inc., board of directors includes:

    -- John C. Brouillard, 57, chief administrative and chief
       financial officer, H.E. Butt Grocery Company, one of Texas'
       largest private companies and a major food retailer in
       South and Central Texas.  He is also a director of H.E.
       Butt Grocery Company and Advance Auto Parts, Inc
       (NYSE: AAP).

    -- William Thomas End (chairman), 57, former chairman and
       chief executive officer, Cornerstone Brands, Inc., a
       privately held company for catalog operators selling home
       and leisure goods and casual apparel.  He was also
       president and chief executive officer of Land's End, Inc.
       and is a director of IDEXX Laboratories (Nasdaq: IDXX).

    -- Howard Gross, 62, former chief executive officer, Hub
       Distributing, Millers Outposts, Levi's Outlet Stores,
       divisions of American Retail Group, Inc.  He was also
       president and chief executive officer of Limited Stores and
       Victoria's Secrets Stores and is a director of Glimcher
       Realty Trust.

    -- Paul E. Kirincic, 54, executive vice president, human
       resources, communications and corporate marketing, McKesson
       Corporation (NYSE: MCK), the largest pharmaceuticals
       distributor in the United States.

    -- Fabian Mansson, 40, president and chief executive officer,
       Eddie Bauer.  Former chief executive officer of H&M (Hennes
       & Mauritz AB), one of Europe's largest and most successful
       fashion retail chains with more than 1000 stores worldwide.

    -- Kenneth M. Reiss, 62, former managing partner of the New
       York Office, assurance and advisory practice, of Ernst &
       Young, LLP, one of the world's largest accounting firms.  
       He was the coordinating partner in charge of Staples and
       Toys "R" Us engagements.  He is also a director of Guitar
       Center, Inc (Nasdaq: GTRC) and Wet Seal, Inc. (Nasdaq:
       WTSLA).

    -- Laurie M. Shahon, 53, president and founder, Wilton Capital
       Group, a company she founded to make private direct
       investments in venture capital companies and medium sized
       buyouts, which focuses on retailing and consumer products,
       among other industries.  She is also a director of The
       Bombay Company, Inc. (NYSE: BBA) and Kitty Hawk, Inc.
       (Amex: KHK).

    -- Edward M. Straw, 66, vice admiral, US Navy (retired) and
       former president, global operations, Estee Lauder Companies
       (NYSE: EL), the manufacturer and marketer of skin care,
       makeup, fragrance and hair care products.

    -- Stephen E. Watson, 60, former president and chief executive
       officer, Gander Mountain LLC, (Nasdaq: GMTN) an outdoor
       retailer specializing in hunting, fishing and camping gear.
       He also spent 24 years at the Target Corporation, retiring
       in 1996 as president and director of the board.  He is a
       director of Retek, Inc., ShopKo Inc. (NYSE: SKO) and Smart
       & Final, Inc.

Affiliates of GE Commercial Finance, J.P. Morgan and Credit Suisse
First Boston provided a $300 loan to help Eddie Bauer emerge from
Chapter 11.  Eddie Bauer also won access to $150 million of
additional financing.

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.  Impaired creditors overwhelmingly voted to accept the Plan.


STERLING FINANCIAL: Fitch Revises Outlook to Positive from Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Sterling
Financial Corporation and Sterling Savings Bank to Positive from
Stable.

The Outlook change reflects the continued progress that STSA has
made improving both its franchise as well as its balance sheet
structure.  Through acquisitions, as well as organic growth, STSA
has created a Pacific Northwest franchise with approximately $7.0
billion in assets and 138 branches in four states.  Additionally,
the company has been transforming itself from a thrift to a more
community banking oriented entity and, highlighting this
transformation, has recently applied to change to a Washington
state-chartered commercial bank charter.

An improving level of earnings, strong asset quality, and stable
levels of capitalization are the drivers of Fitch's Outlook
revision.  The successful continuation of these trends and the
additional accumulation of capital, specifically tangible common
equity, remains an opportunity for a change in ratings.

These ratings are affirmed by Fitch:

   Sterling Financial Corporation

     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual rating 'C';
     -- Support '5';
     -- Outlook to Positive.

   Sterling Savings Bank

     -- Long-term deposit 'BBB-';
     -- Short-term deposit 'F3';
     -- Long-term issuer 'BB+';
     -- Short-term issuer 'B';
     -- Individual 'C';
     -- Support '5';
     -- Outlook to Positive.


SUGAR CREEK: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sugar Creek Camper Sales, Inc.
        360 Goede Road
        Edgerton, Wisconsin 53534

Bankruptcy Case No.: 05-14884

Type of Business: The Debtor sells customized recreational
                  vehicles.  See http://www.sugarcreekcampers.com/

Chapter 11 Petition Date: June 20, 2005

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Guy K. Fish, Esq.
                  Fish Law Offices
                  533 Vernal Avenue
                  Milton, Wisconsin 53563
                  Tel: (608) 868-3200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Albert C. Brohmer                               $100,000
P.O. Box 328
Edgerton, WI 53534

M&I Bank                                        $100,000
P.O. Box 5000
Janesville, WI 53547-5000

Wells Fargo                                     $100,000
P.O. Box 348750
Sacramento, CA 95834

Manufactured Housing Products                     $9,000

Connors Supply, Inc.                              $8,000

Bell Ind.                                         $6,000

Northern Wholesale                                $4,000

Home Depot                                        $3,000

Sams Club                                         $2,000

Silver Top                                        $1,600

Kwik Trip                                         $1,500

Staples                                             $500

Shell Credit                                        $400


TEKNI-PLEX: S&P Holds Junk Ratings Following Refinancing
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Tekni-Plex Inc. and removed the rating from
CreditWatch with negative implications where it was placed on Feb.
17, 2005.  All other ratings were also affirmed and removed from
CreditWatch.

The outlook is stable.  Coppell, Texas-based Tekni-Plex had
approximately $760 million of total debt outstanding at April 1,
2005.

The ratings affirmation follows the recent completion of the
company's financing plan including the sale of 10 7/8% $150
million first-lien senior secured notes due 2012, a new $65
million asset based revolving credit facility due 2009, and the
remaining $12 million of the required $30 million equity
financing.  "These developments will alleviate liquidity pressures
in the immediate term.  However, the company's ability to improve
weak earnings to a level sufficient to meet its heavy interest
burden in the next 12 months is critical at the current ratings
level," said Standard & Poor's credit analyst Liley Mehta.

In addition, seasonal working capital needs and higher capital
spending could pressure liquidity in the near term if business
results fail to improve.  Proceeds from the transaction were used
to repay the previous senior secured credit facilities.
Consequently, Standard & Poor's has withdrawn its ratings on the
previous credit facilities.

Ratings on Tekni-Plex reflect its vulnerable business position and
highly leveraged financial profile with subpar credit measures and
limited financial flexibility.  With annual revenues of about $684
million, Tekni-Plex produces a variety of packaging, products, and
materials for the consumer products, health care, and food
packaging industries.  The company has a leadership position in
the U.S. garden hose market, and other products include medical
products (pharmaceutical blister packaging and closure liners,
medical tubing, and device materials) and food packaging (foam
polystyrene cartons and trays for poultry and meat).

Tekni-Plex's recent operating performance has been hurt by
significantly higher raw-material costs, particularly polyvinyl
chloride resins for garden hose products (where selling prices are
set annually) and polystyrene for its food packaging segment, and
elevated raw-material costs could pressure earnings for the
remainder of the year.  The company's garden hose product volumes
are highly seasonal and vulnerable to weather conditions;
unfavorable weather conditions have resulted in disappointing
operating results for the past two years.


THERMOVIEW IND: Auditors Express Doubts & GE Stretches Loan Terms
-----------------------------------------------------------------
Crowe Chizek and Company, LLC, expressed substantial doubt about
ThermoView Industries, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 31, 2004.  The auditing firm points to the
Company's significant losses that could bring about defaults in
its debt agreements.

"Revenues have declined and the Company has reported net losses in
each of the last three years," the auditors said.  "This has
resulted in the need for the primary lender to continually modify
performance requirements in the debt agreements to avoid default.   
If the Company's future performance is not sufficient to meet the
requirements of its debt agreements, the primary lender may not be
willing to make additional modifications or waivers, and may
demand payment."

                         Loan Amendment

The Company entered into negotiations with its principal creditor,
GE Capital, to restructure the debt repayment schedules and
covenant requirements.  During the fourth quarter of 2004 and into
the first quarter of 2005, it was determined that the Company
would not be able to meet its cash obligations of its long-term
debt payments or comply with the terms of its debt agreements at
Dec. 31, 2004 and into 2005 and 2006.

In March 2005, GE agreed to modify its agreements.  The new
agreements removed the requirement to make principal payments from
February 2005 through January 2006 in the amount of $1,750,000 and
deferred the first quarter 2005 payment of interest of $81,199 on
its subordinated debt until the second and third quarter of 2005.  
GE also waived their right to declare the debt in default due to
the Company's loan covenant violation at December 31, 2004.

GE further agreed to revise the loan covenants to enable the
Company to comply with less restrictive covenants.  The revised
covenants for 2005 and 2006 should enable the Company to comply in
future quarters, assuming achievement of operating results which
exclude the $10 million, non-cash impairment charge, equal to or
better than calendar year 2004.  Under the revised covenants, the
Company does not have any compliance requirements for the first
quarter of 2005.  For the remaining quarters of 2005 and 2006,
covenants are less restrictive than in prior agreements.  
Management believes the Company will meet covenant requirements in
future periods.

As a result of the waiver and restructuring, interest payments
during 2005, on the Company's long-term debt will be approximately
$1.25 million and principal payments will be $100,000.

"While management believes operating results have stabilized and
will improve in 2005, the Company cannot support its current debt
level," the Company said in its Form 10-Q for the quarterly period
ended March 31, 2005, filed with the Securities and Exchange
Commission.  "We have not been able to make meaningful cash
payments toward interest or principal in recent years, and would
need significant improvement in cash flow from operations to pay
interest on a current basis and make any principal payments."

The Company continued, "Our debt matures in June, 2006.  Because
of our operating results, we will not be able to pay off the debt
when due nor can it be reasonably expected another lender will
refinance the total debt.  Accordingly, we are dependent on our
current lender agreeing to extend the maturity of the debt, or
attracting equity investors to provide the funding needed to meet
our obligations."

THERMOVIEW INDUSTRIES, INC., is party to a Securities Purchase
Agreement, dated as of July 8, 1999, with GE CAPITAL EQUITY
INVESTMENTS, INC., DART INVESTORS, L.P., and EMERGING BUSINESS
SOLUTIONS, LLC, as Lenders.

ThermoView Industries, Inc., designs, manufactures, sells and
installs custom vinyl replacement windows for residential and
retail commercial customers.  The Company also sells and installs
replacement doors, home textured exterior coatings, vinyl siding,
patio decks, patio enclosures, cabinet refacings and kitchen and
bathroom remodeling products, as well as residential roofing.

At Mar. 31, 2005, ThermoView Industries Inc.'s balance sheet
showed a $4,962,806 stockholders' deficit, compared to a
$3,629,228 deficit at Dec. 31, 2004.


TOWER AUTOMOTIVE: Creditors Transfer $4,580,832 of Trade Claims
---------------------------------------------------------------
The Clerk of the U.S. Bankruptcy Court for the Southern District
of New York recorded 124 claim transfers aggregating $4,580,832,
from April 5 to June 14, 2005.

(a) ASM Capital, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Alaark Robotics                          $7,896
           Alaark Tooling & Automation              16,357
           All Seals & Hose Inc.                     9,817
           Amanda Bolt Co.                          60,494
           Amanda Bent Bolt Co.                     27,845
           Go Promotions                             5,532
           Great Lakes Roofing                      20,000
           Hydro-Chem Systems                        4,446
           Midwest Occupational Medicine             6,807
           Optima USA Inc.                           5,576
           Premier Scales & Systems                  6,674
           Reinhart Industries Inc.                 24,794
           Stevens Janitorial                        5,698
           Torque Inc.                              14,771
                                              ------------
               Total                              $216,707
                                              ------------

(b) ASM Capital II, L.P.

           Creditor                           Claim Amount
           --------                           ------------
           Ken-Mac Metals Inc.                    $340,211
                                              ------------


(c) Debt Acquisition Company of America V, LLC

           Creditor                           Claim Amount
           --------                           ------------
           American Quality Door                      $449
           Ameri-Care of Tifin                         500
           Applied Imaging                           1,078
           Auto-San Inc.                             1,186
           Baptist Occupational Medical                845
           Bisbee Infrared Services                  1,000
           Bluff City Electronics                    1,657
           Business Service Company                    258
           Cold Jet LLC                                645
           Crown Lift Trucks                           751
           Crystal Filtration                          735
           Cumberland Die Supply Co., Inc.             574
           Dallas Industries Inc.                      557
           David Allison                             4,123
           Faro Technology                           3,068
           G & L Corporation                         1,155
           Gezon Tool Service Inc.                     271
           Gordon N. Stowe & Assoc.                    335
           Gudel Inc.                                5,017
           Hinckley Springs Water Co.                2,147
           Holiday Inn Express                       1,639
           Hub City Blue Print & Supply Co., Inc.      473
           Industrial Design & Supply                  285
           Jones Industrial Service                    490
           Kentucky Air Tool                         1,562
           Koolant Koolers                             328
           Koolant Koolers Inc.                        647
           Kopplin Controls                          1,593
           Lakeland Electrical Svcs.                 3,509
           Linear Measurement Instruments Corp.      1,537
           Main Street Connections LLC                 428
           Mitchell Sales & Service                  1,200
           MTM Inc.                                    375
           Nelson Sales Corp.                          458
           Pacific Press Co.                           406
           Pete Miller Incorporated                  2,814
           Power Components                            290
           Power Components Corp.                      787
           Prestige Stamping                         5,560
           Quality Mill Supply                       1,329
           Salvatore Accetta                           443
           Schwaab Inc.                                900
           Sherry Lab                                2,478
           Sherry Labs                                 274
           Smith Industrial Equipment                  501
           Standard Die Supply Inc.                  1,587
           St. Louis Business Forms                    723
           TCR Filtration & Services                   565
           Traceability Systems                        401
           Truax Printing Inc.                         432
           Vulcan Systems Inc.                       2,783
           Wagner Electric                           3,633
           WSI                                       3,772
                                              ------------
               Total                               $70,553
                                              ------------

(d) Liquidity Solutions Inc., d/b/a Revenue Management

           Creditor                           Claim Amount
           --------                           ------------
           Argus Supply Company                     $1,632
           B & F Fabricating Inc.                   30,600
           Bulldog Factory Service, Inc.            69,018
           Calumet Pallet                            2,246
           Echo Engineering & Products                 392
           Electromatic Company                      2,227
           Fasse Paint Company                         700
           F.B. Tool & Die, Ltd.                     1,525
           Laser Mechanics, Inc.                     1,526
           Magnetic Products Inc.                    1,853
           Mark Tool & Die Co., Inc.                 3,715
           Media Genesis                             5,500
           Media Resources Corporation                 596
           Melmor Johnson                            8,085
           Metalworking Machinery                    4,088
           Michigan Rod Products                     2,090
           Mid-South Marketing Systems               2,490
           Morris Sheet Metal                        1,143
           MRM Incorporated                          1,309
           Myco Enterprises, Inc.                   38,182
           North Huron Assembly Inc.                27,787
           Ohte Corp.                                1,795
           Orbis Corporation                         8,534
           Otto's Inc.                               1,075
           Overhead Door Co. of Lansing                910
           Paul's Shoe Store                           952
           PDM Industries Inc.                      25,655
           PGS, Inc.                                92,056
           Potter's Fine Pastries                      919
           Premier Electronics                       1,454
           Presort Services Inc.                    16,118
           Press Automation                          1,842
           Productive Stamping                         826
           Renishaw Inc.                             4,437
           Royal Industries                         53,512
           Rotor Clip                               13,769
           Scale People Inc.                         2,691
           Solutions Inc.                              826
           TDS Automation                           16,985
           Thumb Fire Extinguisher                     860
           Total Vending & Coffee Service            2,248
           Unionville Printing                       1,711
           Vamp Company                              1,847
           Wayne Trail                               3,901
                                              ------------
               Total                              $461,627
                                              ------------

(e) Schroder Credit Renaissance Fund, Ltd.

           Creditor                           Claim Amount
           --------                           ------------
           Piston Modules, LLC                  $3,479,815
                                              ------------

(f) Trade-Debt.net

           Creditor                           Claim Amount
           --------                           ------------
           Arbitrator Sol M. Elkin                    $200
           Dekalb Engineering Corp.                    530
           Hein Electric Supply Co.                    238
           Mcdaniel Machinery Inc.                     611
           O.E.Meyer                                 5,153
           Patterson Fan Co.                           125
           Shred it Detriot                            679
           Tab Products                                143
           Tipaloy Inc.                                117
           Tuffaloy Products Inc.                      688
           Unifirst Corporation                      2,887
           Wauseon Machine & Manu Inc.                 344
           Zee Medical Service                         204
                                              ------------
               Total                               $11,919
                                              ------------

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: Wins Major Contracts from Two U.S. Automakers
---------------------------------------------------------------
Tower Automotive, Inc., has been awarded new major vehicle
structure programs by two different U.S. automakers.  "We
appreciate our customers' confidence in our ability to support
these two new programs," said Kathleen Ligocki, president and
chief executive officer.  "We are dedicated to exceeding their
expectations and continuing to service them with the highest level
of quality and technical expertise."

Tower Automotive, already the world's largest independent
supplier of body structures, will continue to grow its business
with the first award, a body structures program for Ford Motor
Co.  Tower Automotive will require a new facility in the southern
United States to accommodate the new contract.  The new business
will result in a significant amount of incremental revenue that
will help fill capacity at several current Tower plants, in
addition to the new plant that will open in 2007.

The second award being announced today is to supply a large
assembly for a different automaker.  This assembly will be
produced at the company's existing facility in Plymouth, Mich.

"We are proud to be part of this major vehicle program and
pleased that by sharing best practices our colleagues have found
innovative ways to reduce costs and improve processes," said Bill
Pumphrey, president of North American Operations.  "That
discipline was key to winning this new business."

Capital expenditures were reduced by reusing equipment from
another assembly line and producing the new assembly at a plant
experienced in building similar parts.  Best practices included
strict adherence to program management, using a centralized
process engineering group, and involving Tower Automotive's
assembly plants in the entire development process.

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: Utility Companies Want Adequate Assurance
-----------------------------------------------------------
American Electric Power and DTE Energy Company provide electric
services for Tower Automotive Inc. and its debtor-affilaites'
operations.  However, Thomas R. Slome, Esq., at Scarcella Rosen &
Slome LLP, in Uniondale, New York, tells the U.S. Bankruptcy Court
for the Southern District of New York that American Electric and
DTE need adequate assurances of future payment to continue their
services to the Debtors on a postpetition basis.  Without these
payments, American Electric and DTE will be subjected to an
unreasonable risk of non-payment from the Debtors for postpetition
services provided on an arrearage basis.

In February and early March 2005, DTE and American Electric Power
made their initial requests for adequate assurance of payment in
the form of cash deposits or letters of credit.  The Debtors
refused to provide the deposits or any other form of adequate
assurance of payment for that matter.

To avoid a Court dispute, the parties agreed to consider
alternative forms of adequate assurance of payment.  Thus, in a
letter dated May 12, 2005, American Electric and DTE offered the
Debtors, as an alternative to deposits, an advance payment
arrangement that would allow them to grant adequate assurance
payment by providing a semi-monthly payment of:

   -- $50,000 to American Electric, and
   -- $41,000 to DTE.

The Debtors rejected the offer on May 26, 2005.

"[I]t is clear that the Debtors never had any intention of good
faith negotiations and utilized the procedures in the Utility
Order to significantly delay an initial determination of adequate
assurance of payment," Mr. Slome infers.

By this motion, American Electric and DTE ask the Court to compel
the Debtors to provide the Semi-Monthly Advance Payments as
adequate assurance of future payment.

Mr. Slome explains that the Debtors must provide adequate
assurance of future payment because:

   (a) the Debtors have lost over $105 million since the Petition
       Date, which is in addition to the losses incurred prior to
       the Petition Date;

   (b) the Debtors' March and April 2005 disbursements greatly
       exceeded revenues for the same months;

   (c) the Debtors' monthly disbursements, without consideration
       of revenues, nearly equal the amount of actual
       availability under the DIP Facility;

   (d) all of the Debtors' assets and proceeds are secured by
       first and super-priority security interests and liens;

   (e) during the postpetition period, the Debtors have shown a
       preference to favor certain "critical vendors," certain
       high-level employees and professionals, including their
       counsel, to the detriment of other postpetition creditors;

   (f) Tower Automotive is one of many auto suppliers
       experiencing pressure from auto manufacturers, who are
       demanding lower prices to offset incentives and other
       costs in a highly competitive market;

   (g) automotive suppliers are expecting no relief in 2005 from
       the high price of steel and other raw materials;

   (h) the recent downgrade of Ford Motor Company and General
       Motors' debt to junk represents a negative factor for the
       Debtors;

   (i) the higher prices for materials like steel coupled with a
       drop in automaker production volumes is hurting Tower
       Automotive and other suppliers who have no way to pass
       their costs to customers; and

   (j) the universe of auto suppliers is predicted to contract
       significantly in the next decade, resulting in an industry
       in which domestic automakers rely less on U.S.-based parts
       suppliers and more on overseas companies that will be able
       to deliver products more cheaply.

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)


TRICELL INC: Accumulated Deficit Triggers Going Concern Doubt
------------------------------------------------------------
Berenfeld, Spritzer, Shechter and Sheer, expressed substantial
doubt about Tricell Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Dec. 31, 2004.  The auditing firm points to the Company's
recurring losses and accumulated deficit.

Tricell experienced a significant decline in revenues in 2003 and
2004 due almost entirely to a change in the regulatory regime
involving VAT refunds.  Because of this regime change, the Company
conducted operations via its subsidiary, Tricell Distribution
during 2004 and anticipates that it will do so during 2005 as
well.  Specifically, the regime changed when British Commissioners
of Customs and Excise authorities decided to avail any participant
in the purchase and sale of certain products to liability for any
wrongdoing by any upstream and downstream purchaser.  Tricell
believes that the sharp decline in its revenues and in its trading
of mobile telephones and related accessories that began at the
very end of 2002 ended during the late stages of 2004.  The
Company's revenues for 2004 continued to decrease as a result of
the new VAT regime.  The VAT regime severely hampered Company
operations as it was forced to halt operations since it would not
be able to recover the VAT seizure of 17.5%.

In February of 2005, the Advocate General temporarily overruled
this VAT refund regime.  Under the Advocate General's ruling, VAT
transactions are to be viewed as separate transactions, not one
transaction encompassing numerous smaller transactions.  This
February 2005 ruling will allow Tricell to confidently seek a VAT
refund, even if there has been wrongdoing, without the Company's
knowledge, by an upstream or downstream purchaser.  With more
confidence that a favorable VAT regime will soon be in place once
the European Court of Justice decides whether or not to back the
Advocate General, Tricell is encouraged that it will be able to
return to its 2003 revenue levels, and hopefully 2002 levels in
2005.

In the meantime it is worthy of note that, as of December 31,
2004, the Company's cash and cash equivalents were $6, as compared
to $183,421 as of December 31, 2003.

The management of Tricell believes that the Company has sufficient
cash to satisfy its operating requirements for twelve months.
Management anticipates that re-entry into the intra-European
market as a result of the Customs & Excise ruling will increase
expenses and, if operations are successful, revenues.  If the cash
reserves are not enough to satisfy its operating needs and Tricell
is unable to generate revenues, it will seek bank loans on
favorable terms and sell additional shares of its equity
securities to secure the cash required to conduct its business
operations for the next twelve months.

                         Loan Agreement

On February 14, 2005, Tricell Distribution entered a loan
agreement with Telco Invest Limited establishing a line of credit
worth two million pounds to be accessible by Tricell.  Andre Salt,
Tricell's Chief Executive Officer, owns 50% of Telco.  This line
of credit is essential to Tricell as it allows it to trade its
products in the various markets the Company conducts its
operations in.  This line of credit is essential to Tricell and
the Company would be unable to operate as a going concern without
access to the funds made available by this line of credit.  As
consideration for the line of credit, Tricell agreed to pay Telco
a funding charge equal to 50% of gross profit together with any
penalties for late payments.  Because of the prohibitive cost of
funding capital acquisitions via the Telco line of credit, the
Company hopes to be able to fully finance its capital using
revenues generated by the fourth quarter of 2005.

Tricell UK Ltd. and Tricell Ltd. were founded in 1999 to
participate in, and continues to participate in today, the
distribution and sale of mobile telephone handsets to the global
wholesale market.  The Company has built a management team with
considerable expertise and success in product acquisition,
wholesale distribution and service provision in this highly
competitive market place.  Current customers include wireless
network operators, resellers, retailers and wireless equipment
manufacturers.  Tricell handles wireless products manufactured by
industry-leading technology companies such as Nokia, Motorola,
Sony Ericsson, Kyocera, Samsung, Siemens, Panasonic, NEC and
Toshiba.

At Dec. 31, 2004, Tricell Inc.'s balance sheet showed a $4,253,892
stockholders' deficit, compared to a $3,216,155 of positive equity
at Dec. 31, 2003.


TRUMP HOTEL: Court Okays Employment of Cushman & Wakefield
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
permission to THCP/LP Corporation and the Official Committee of
Equity Security Holders to jointly employ Cushman & Wakefield of
Pennsylvania, Inc., as joint real estate broker for the parties,
nunc pro tunc to April 12, 2005.  

The Debtors and the Equity Committee tell the Court that it is
necessary for them to employ C&W to market the World's Fair Site
on their behalf.

As previously reported in the Troubled Company Reporter on June
14, 2005, pursuant to the terms of an Agency Agreement between the
parties, C&W will earn a commission that is 3% the total sales
price of the World's Fair Site.  The commission will be due and
payable in full at the time of the sale closing or the transfer of
the property's title.  The Sales Price will be computed so as to
include the outstanding balance of the seller's mortgages, loans
or other obligations that are expressly assumed by the purchaser.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc. nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.


TWIN LAKES: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Twin Lakes Real Estate, LLC
        c/o Larry Meyers
        P.O. Box 1146
        St. George, Utah 84771-1146

Bankruptcy Case No.: 05-29651

Chapter 11 Petition Date: June 20, 2005

Court: District of Utah (Salt Lake City)

Debtor's Counsel: Weston J. White, Esq.
                  Farris & Utley, P.C.
                  189 North Main Street
                  P.O. Box 2408
                  St. George, Utah 84771-2408
                  Tel: (435) 634-1600
                  Fax: (435) 628-9323

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


UNITED AIRLINES: Reports Say Texas Pacific May Launch Takeover Bid
------------------------------------------------------------------
The Dallas Business Journal reports that Texas Pacific Group is
considering a takeover of financially-troubled United Airlines.

United announced potential outside buyers after it sought to
extend until September 1, 2005, its exclusive right to file a plan
of reorganization.  Another possible buyer for United is a
consortium of investors led by its former CEO Gerald Greenwald and
former Continental Airlines chief Gordon Bethune, the Journal
reports.

                     About Texas Pacific

Texas Pacific was founded in 1993 by David Bonderman and James
Coulter, former advisers to Fort Worth billionaire Robert Bass,
and former Bain &. Co. partner William S. Price III.  The private
equity firm has made significant investments in companies like
Continental and America West airlines, Del Monte, Petco, J. Crew
and most recently Burger King.

Last month, in a deal with New York-based equity firm Warburg
Pincus L.L.C. , TPC agreed to buy Dallas-based Neiman Marcus Group
(NYSE:NMG) for $5.1 billion.

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.  


USG CORP: Equity Committee Wants to Retain Houlihan Lokey
---------------------------------------------------------
The Statutory Committee of Equity Security Holders tells the
Court that since May 18, 2005, Houlihan Lokey Howard & Zukin
Capital has been providing critical services to the Equity
Committee, including:

   -- the review of operating and financial information and
      the conduct of general due diligence on the Debtors'
      business and case matters;

   -- meeting with the Debtors' management, advisors and other
      professionals involved in the cases;

   -- participating in meetings with the Equity Committee; and

   -- responding to multiple inquiries from equity holders.

Thus, given the firm's broad experience, the Equity Committee
seeks the Court's authority to retain Houlihan Lokey as its
financial advisor, nunc pro tunc to May 18, 2005.

Under an Engagement Letter executed between the parties, Houlihan
Lokey will, among others:

   (1) evaluate the Debtors on a current and ongoing basis;

   (2) assess the Debtors' value and debt capacity;

   (3) evaluate any capital market transactions, including
       financing or merger and acquisition transactions;

   (4) assist in the development and negotiation of potential
       plan of reorganization structures and securities;

   (5) assist the Equity Committee in its evaluation of various
       asbestos issues in the Debtors' cases;

   (6) attend meetings and provide periodic updates and reports
       and respond to inquiries from the Equity Committee members
       and other equity holders, as appropriate; and

   (7) confer with the Debtors' financial and other
       professionals, and those representing other statutory
       committees.

Houlihan Lokey will be paid a $100,000 fixed monthly fee, and an
additional transaction fee equal to:

   * $250,000 plus the Transaction Fee in the case of a
      consensual transaction;

   * the lesser of $4.5 million and the sum of 0.15% times
     "Equity Holder Recoveries", minus 50% times the first nine
     installments of monthly fees plus 100% times all monthly
     fees in the case of a Litigation Result Transaction;

   * $1 million, if a Legislative Result Transaction occurs
     within one year of the Agreement's effective date;

   * $1.5 million, if the transaction date occurs one year but
     within 18 months of the Agreement's effectivity;

   * $2 million, if the transaction date occurs beyond 18 months
     but within two years of the Agreement's effective date; and

   * a Transaction Fee payable on a Litigation Result
     Transaction, if the transaction date occurs beyond two years
     of the Agreement's effectivity.

A "Litigation Result Transaction" means a transaction that is
consummated subsequent to a final ruling and determination of the
amount of asbestos liability to be funded under the Debtors'
Plan.

In contrast, a "Legislative Result Transaction" means a
transaction that is consummated subsequent to the enactment of
federal asbestos reform legislation that fully and finally
quantifies the amount of asbestos liability to be funded by the
Debtors.

A "Consensual Transaction" is nether a Litigation Result
Transaction nor a Legislative Result Transaction.

In addition, Houlihan will be reimbursed for all out-of-pocket
expenses that are reasonably incurred in connection with its
engagement.

Matthew Niemann, Houlihan Lokey's managing director, attests that
the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.  Moreover, Mr. Niemann
assures the Court that the firm holds no interest materially
adverse to the Debtors, their creditors, and shareholders for the
matters for which Houlihan is to be employed.

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)


VARELA ENTERPRISES: Creditors Must File Proofs of Claim by July 29
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona, set
August 10, 2005, as the deadline for all creditors owed money by
Varela Enterprises, Inc., on account of claims arising prior to
May 21, 2004, to file formal written proofs of claim.  Creditors
must deliver their claim forms to the:

               Clerk of Court
               U.S. Bankruptcy Court for the District of Arizona  
               Yuma Division
               325 W 19th Street, Suite D
               Yuma, AZ 85364
            
Headquartered in Moorpark, California, Varela Enterprises Inc., a
subcontractor for Varela Manufacturing Company, LLC, holds a
license to use the patented "E systems" construction process for
producing prefabricated buildings.  The Debtor filed for Chapter
11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-00725).  
Robert M. Cook, Esq. at the Law Offices of Robert M. Cook,
represent the Debtor in its restructuring efforts.  When it sought
chapter 11 protection, the Debtor reported between $10  million to
$50 million and debts between $1 million to $10 million.


VARELA ENTERPRISES: Submits Plan and Disclosure Statement
---------------------------------------------------------
Varela Enterprises, Inc., delivered its Amended Plan of
Reorganization and a Disclosure Statement explaining that plan
to the U.S. Bankruptcy Court for the District of Arizona on
May 28, 2005.   

The Plan proposes to pay all creditors in full from the Debtor's
contract with Grupo Constructor Industrial e Inmobiliario, S.A.,
and an on-going bid for a government project in Mexico.  The
Debtor further expects to receive payment for more than $81,000 in
account receivables from completed construction work.

The Plan will also be funded from the proceeds of a lawsuit to be
filed against the Debtor's former landlord for breach of contract
and damages.  The Debtor says it defaulted on existing commitments
and consequently filed for bankruptcy protection after its
landlord locked it out of its leased building and shut down
operations.     

                      Treatment of Claims

Allowed priority deposit claims of up to $2,225, of individuals
for the purchase, lease, or rental of property or service will be
paid in full, without interest, within three months from the
effective date of the Plan.

GMAC's claims, secured by a 2003 Cadillac Escalade and a 2002
Cadillac Escalade, will be paid according to the lease contract.  
GMAC will retain its security interest in the vehicles.

All general unsecured residential construction and vendor claims
against the Debtor will be paid in full within three years from
the effective date of the Plan.

J. P. Sandoval, M.P. Sandoval, and Henry Varela 11's unsecured
claims against the Debtor, totaling $967,695, will be paid in full
after all other unsecured claims have been satisfied.

Headquartered in Moorpark, California, Varela Enterprises Inc., a
subcontractor for Varela Manufacturing Company, LLC, holds a
license to use the patented "E systems" construction process for
producing prefabricated buildings.  The Debtor filed for Chapter
11 protection on May 21, 2004 (Bankr. D. Ariz. Case No. 04-00725).  
Robert M. Cook, Esq. at the Law Offices of Robert M. Cook,
represent the Debtor in its restructuring efforts.  When it sought
chapter 11 protection, the Debtor reported between $10  million to
$50 million and debts between $1 million to $10 million.


VERESTAR INC: Panel Hires Kasowitz Benson as Litigation Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Verestar Inc. and
its debtor-affiliates sought and obtained permission from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Kasowitz, Benson, Torres & Friedman LLP as its special
litigation counsel, nunc pro tunc to May 10, 2005.

Kasowitz Benson will:

   a. assist and advise the Committee in connection with the
      Committee's investigation of claims of the Debtors against
      American Tower Corporation and certain others;

   b. commence, if necessary, and to prosecute adversary
      proceedings against the Debtors' parent company, its board
      members, the Debtors' former officers, directors and other
      third parties, which shall include all aspects of discovery;

   c. attend meetings and negotiate with the representatives of
      the Debtors and any party that is the subject of
      investigation by the Committee or against which the
      Committee may commence an adversary proceeding;

   d. take all necessary action to protect and to preserve the
      interests of the Committee and the estates, including,

       (i) the prosecution of actions on their behalf, and
      
      (ii) negotiations concerning all litigation in which the
           Debtors are involved;

   e. prepare generally on behalf of the Committee all necessary
      adversary complaints and related motions, applications,
      answers, orders, reports and other papers in support of
      positions taken by the Committee in any adversary
      proceeding;

   f. appear, as appropriate, before this Court, the Appellate
      Courts, State Courts and the United States Trustee and to
      protect the interests of the Committee before said Courts
      and the United States Trustee; and

   g. perform all other necessary legal services in these cases as
      is appropriate given the purpose and scope of Kasowitz
      Benson's retention.

David S. Rosner, Esq., a partner of Kasowitz, Benson, Torres &
Friedman LLP, disclosed that Kasowitz Benson's professionals'
bill:

      Designation                     Hourly Rate
      -----------                     -----------
      Partner                         $475 - $795
      Counsel                         $400 - $575
      Associate                       $195 - $500
      Staff Attorney                  $170 - $355
      Paraprofessional                $125 - $190

The Official Committee of Unsecured Creditors believes that
Kasowitz Benson is disinterested as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

Headquartered in Fairfax, Virginia, Verestar, Inc., --
http://www.verestar.com/-- was a provider of satellite and  
terrestrial-based network communication services prior to the sale
of substantially all of its assets.  Verestar is a wholly-owned
subsidiary of American Tower Corporation, a non-debtor.  The
Company and two of its affiliates filed for chapter 11 protection
on December 22, 2003 (Bankr. S.D.N.Y. Case No. 03-18077).  Matthew
Allen Feldman, Esq., at Willkie Farr & Gallagher LLP represents
the Debtors.  When the Company filed for protection from its
creditors, it listed $114 million in assets and more than $635
million in debts.


WALTER INDUSTRIES: Acquiring Mueller Water for $1.91 Billion
------------------------------------------------------------
Walter Industries, Inc. (NYSE:WLT) entered into a definitive
agreement to purchase Mueller Water Products, Inc., a privately
held, leading supplier of flow control products, for an aggregate
value of approximately $1.91 billion.  The consideration will
consist of approximately $860 million in cash and the assumption
of approximately $1.05 billion in Mueller debt, based on Mueller's
balance sheet as of April 2, 2005, subject to adjustments as
provided in the agreement.  The acquisition complements the
Company's U.S. Pipe subsidiary, creating a major water
infrastructure and piping systems company with leading business
positions, significant scale, and excellent prospects for growth.

The transaction is expected to be accretive by $0.20 to $0.24 per
fully diluted share in the first full year after closing; further,
the estimated earnings accretion excludes approximately $25 to $35
million of ongoing annual operating synergies that are expected to
be achieved within 24 months of the businesses being combined.
Upon closing, U.S. Pipe will, as a legal matter, become part of
Mueller, creating a separate wholly owned public reporting
subsidiary that will have approximately $1.6 billion in revenues.

By establishing a separate reporting entity, the Company is
creating a subsidiary with meaningful scale, increasing the
Company's flexibility to pursue potential alternatives related to
value creation at its other existing businesses.  These include
Jim Walter Resources, the Company's strong performing coal and
natural gas unit.  The Company recognizes the importance of
capitalizing on opportunities to take advantage of robust coal
market conditions at the best time and in the best manner to serve
the interests of its shareholders.

As announced in February of this year, Don DeFosset, Chairman and
CEO of Walter Industries plans to retire.  He has agreed to remain
as Chairman and CEO until his successor has joined the Company.
DeFosset will lead the integration process and assist in a smooth
transition of leadership.

"[Sun]day's announcement is another important milestone in our
shareholder value creation program and a defining event in the
development of our water systems business," Mr. DeFosset said.  
"We have been tracking Mueller's growth and compatibility with
U.S. Pipe for some time, and we are excited to have the
opportunity to bring these businesses together.  The complementary
fit of Mueller's water infrastructure and U.S. Pipe's water
transmission business makes us ideal partners, well positioned to
benefit from increased water infrastructure spending in North
America."  Dale B. Smith, Chief Executive Officer of Mueller, and
Ray Torok, President of U.S. Pipe, will continue to be responsible
for their respective businesses and will work together to achieve
synergies under the leadership of Mr. DeFosset and his successor.

Thompson Dean, Chairman of Mueller and Managing Partner of DLJ
Merchant Banking said, "We are extremely pleased at this outcome
for the DLJ Merchant Banking funds as well as the opportunities
that this transaction creates for Walter Industries and Mueller
going forward."

                Transaction Conditions and Financing

The acquisition is expected to be completed in the third quarter
of 2005, subject to customary closing conditions, including the
expiration or termination of the waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act, and the funding of the
Company's committed financing.  The requisite stockholders of
Mueller, DLJ Merchant Banking Partners II, L.P. and its affiliated
investment funds and Mueller's senior management have agreed to
approve the merger.

The purchase price will be financed by new bank credit facilities
arranged by affiliates of Banc of America Securities LLC and
Morgan Stanley & Co. Incorporated, both of whom are advising
Walter Industries in connection with the acquisition.  Simpson
Thacher & Bartlett LLP is acting as the Company's outside legal
counsel in connection with the acquisition.

               Review of Additional Opportunities

The Company also said it has been working with Banc of America
Securities LLC and Morgan Stanley & Co. Incorporated to advise it
regarding additional strategies to further maximize shareholder
value.  The Company said the timing and structure of any strategic
action would be based upon the financial performance of its
respective operating segments, market conditions, tax consequences
and other considerations, all of which will be fully analyzed in
order to determine the most appropriate time and means to deliver
value to shareholders.

Mueller Water Products, Inc., based in Decatur, Illinois, is a
leading North American full line supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, gas distribution
systems and piping systems.  Its principal products are fire
hydrants, water and gas valves, and a complete range of
pipefittings, coupling hangers and related products.  Mueller has
earned a solid reputation for high quality products, with
respected brand names such as Mueller, James Jones, Hersey Meters,
Henry Pratt and Anvil.  

Walter Industries, Inc. -- http://www.walterind.com/-- is a  
diversified company with revenues of $1.5 billion, excluding
Mueller.  The Company is a leader in affordable homebuilding,
related financing, and water transmission products, and is a
significant producer of high-quality metallurgical coal for
worldwide markets.  Based in Tampa, Florida, the Company employs
approximately 5,100 people.

                       *     *     *

As reported in the Troubled Company Reporter on March 22, 2005,
Moody's affirmed the debt ratings for Walter Industries, Inc., and
maintained the company's stable rating outlook.  Continued
maintenance of the stable outlook is subject to an improvement in
the company's homebuilding business.  Moody's notes that the
ratings benefit from extremely high metallurgical coal prices,
which have helped bolster the company's operating income and cash
flow.

The affirmed ratings are:

   * Senior Implied, rated Ba2;

   * $245 million senior secured revolving credit facility, due
     2008, rated Ba2;

   * $175 million senior subordinated notes, due 2024, rated B1;
     and
   
   * Issuer Rating, rated Ba3.

Moody's said the rating outlook is stable.


WALTER INDUSTRIES: Mueller Water Deal Cues S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Walter
Industries Inc. to 'BB-' from 'BB'.  At the same time the ratings
on Walter, Mueller Water Products Inc. (Mueller; 'B+'), and
Mueller Group Inc. are placed on CreditWatch with negative
implications.

These actions follow the announcement that Walter has agreed to
purchase Mueller for approximately $1.9 billion.  The highly
leveraged transaction will materially weaken Walter's pro forma
financial profile.  At March 31, 2005, Walter had approximately
$182 million of recourse debt outstanding and Mueller had
approximately $1.1 billion in total debt outstanding.

Standard & Poor's initial pro forma leverage calculations at
March 31, 2005, indicate that consolidated total debt to EBITDA
for Walter will be about 5.5x, with debt leverage at its water
business around 6.0x.  Both figures exclude Standard & Poor's
operating lease, pension, and capital finance company adjustments
used for Walter's financing unit, which will likely increase these
amounts.  Both of these leverage amounts are significantly higher
than Standard & Poor's previous expectations.

Before taking further rating actions, Standard & Poor's intends to
meet with management to discuss:

    * its near- and intermediate-term financing plans, including
      the company's pro forma capitalization and liquidity
      profile,

    * the business opportunities and integration risks that the
      transaction present,

    * the company's strategic objectives, and

    * the water group's legal structure as a wholly-owned public
      reporting subsidiary under Walter.

Potential outcomes include the likelihood that existing ratings
will be lowered.

Tampa, Florida-based Walter is a diversified industrial
conglomerate with strategic investments in the water transmission,
natural resources, and affordable homebuilding and finance
industries.  In its fiscal year ended Dec. 31, 2005, the company
generated a 7.7% operating margin on $1.2 billion of revenues.

Decatur, Illinois-based Mueller manufactures a variety of products
serving the water and gas industries, with trailing 12-month
revenues of approximately $1.1 billion (at March 31, 2005) and an
adjusted EBITDA margin of approximately 20%.
     
         Ratings Lowered And Placed On Creditwatch Negative
     
Walter Industries Inc.

                             To                From
                             --                ----
Corporate credit rating      BB-/Watch Neg/--  BB/Stable/--
Sr Secd rev credit agreement BB-/Watch Neg     BB
Conv senior sub notes        B/Watch Neg       B+
    

             Ratings Placed On Creditwatch Negative
      
Mueller Water Products Inc.

                              To               From
                              --               ----
Corporate credit rating       B+/Watch Neg/--  B+/Stable/--
Senior unsecured debt rating  B-/Watch Neg     B-
     
Mueller Group Inc.

                              To               From
                              --               ----
Corporate credit rating       B+/Watch Neg/--  B+/Stable/--
Senior secured debt rating    B+/Watch Neg     B+
Senior unsecured debt rating  B-/Watch Neg     B-


WEIGHT INTERVENTION: Asset Sale Hearing Slated for June 23
----------------------------------------------------------
Weight Intervention and Surgical Healthcare Holding, LLC, and its
debtor-affiliates are soliciting offers for the purchase of all of
their assets.  Wish Acquisition, LLC, made an initial offer to buy
the Debtors' assets for $6,750,000.

The Debtors will conduct a Court-approved auction at a later date.
A Court hearing to approve the assets sale to the highest bidder
will be held on June 23, 2005, at 11:00 a.m. in the courtroom of:

   Honorable Pamela S. Hollis
   U.S. Bankruptcy Court
   Courtroom 644, 6th Floor
   219 S. Dearborn
   Chicago, Illinois 60604

Headquartered in Downers Grove, Illinois, Weight Intervention and
Surgical Healthcare Holding, LLC -- http://www.wishcenter.org/--  
is a nationally recognized and proven weight loss program which
specializes in advanced surgical treatment and long-term
management of patients with morbid obesity. The Debtor and its
afilliates filed for chapter 11 protection on April 22, 2005
(Bankr. N.D. Ill. Case No. 05-16002).  Geoffrey S. Goodman, Esq.,
Edward J. Green, Esq., at Foley & Lardner LLP, represents the
Debtor.  The Company estimated assets and liabilities between $1
million and $10 million in its bankruptcy petition.


WESTPOINT STEVENS: Steering Committee Wants Right to Credit Bid
---------------------------------------------------------------
As previously reported, WestPoint Stevens, Inc. and its debtor-
affiliates have commenced an auction process to sell substantially
all of their assets free and clear of liens, either pursuant to a
plan of reorganization or pursuant to Section 363 of the
Bankruptcy Code.  Prior to the implementation of the Court-
approved bidding procedures, the Debtors received at least two
proposals.  One came from New Textile, jointly sponsored by W.L.
Ross and the Steering Committee under the First Lien Credit
Agreement.  The Steering Committee comprise of Contrarian Funds,
LLC, Satellite Senior Income Fund, LLC, CP Capital Investments,
LLC, Wayland Distressed Opportunities Fund I-B, LLC, and Wayland
Distressed Opportunities Fund I-C, LLC.

Under the New Textile proposal, the Steering Committee, which
holds more than 51% of the First Lien Indebtedness, agreed to
direct Beal Bank, S.S.B. the administrative agent and collateral
trustee, to credit bid for the Assets and to direct the First
Lien Collateral Trustee to transfer the Assets to New Textile in
exchange for equity interest in and rights to acquire additional
equity interests in New Textile.  The securities received by the
Collateral Trustee would be distributed to the First Lien
Lenders.

The other proposal came from two affiliates of Aretex LLP -- WS
Textile Co., Inc., and Textile Co., Inc.  Aretex alleges to be a
holder of 52% of the Second Lien Indebtedness and about 40% of the
First Lien Indebtedness.  Under the Aretex proposal, WS Textile
offered to purchase the Assets in exchange for securities issued
by the indirect parent of a newly formed entity.

Bruce Bennett, Esq., at Hennigan, Bennett & Dorman LLP, in New
York, argues that the securities under the Aretex proposal would
have been distributed to First Lien Lenders and Second Lien
Lenders based on a judicial determination of the value of those
securities.  As a consequence, the First Lien Lenders would not
receive payment in full in cash on account of the First Lien
Indebtedness, and would instead receive, in exchange for their
Assets, only equity securities representing a fraction of an
entity several times removed from Aretex comprising the
collateral.  Mr. Bennett asserts that Aretex's bid cannot be
accepted by the Debtors or the U.S. Bankruptcy Court for the
Southern District of New York.  The prior bids of New Textile and
Aretex illustrate a number of disputed legal issues that must be
determined before a purchaser can be selected at the hearing
scheduled for June 24, 2005.

The Steering Committee intends to exercise its right, as the
holders of more than 51% of the First Lien Indebtedness, to direct
the First Lien Collateral Trustee to credit bid for the
Collateral.  The "unconditional" right to credit bid under
Section 363(k) of the Bankruptcy Code is one of the fundamental
protections afforded to secured creditors, Mr. Bennett says.

Mr. Bennett relates that the purpose of credit bidding is to allow
a secured creditor to substitute a market-based valuation, as
determined after competitive bidding in an actual sale, for what
is arguably an inferior judicial determination of value under
Section 506(a) of the Bankruptcy Code.  Thus, at the very least,
to preserve the secured creditor's "unconditional" right to credit
bid, any other bid cannot require a judicial determination of the
value of property constituting the purchase price.  The Aretex bid
does not meet that minimum threshold because it requires the Court
to apportion, and thus to adjudicate the value of, the securities
to be offered to First Lien Lenders and Second Lien Lenders.  The
Court must also conclude that the sale of the Assets to any
competing bidder will provide the First Lien Lenders with adequate
protection as required by Section 363(e).

Mr. Bennett points out that Aretex's bid violated provisions of a
certain Intercreditor Agreement by proposing to distribute
securities to Aretex and the Second Lien Lenders, even though the
First Lien Lenders did not consent to the transaction and were not
receiving payment in full in cash, thus leaving them impaired
within the meaning of Section 1126.  The Intercreditor Agreement
evidences the agreement of the First Lien Lenders and Second Lien
Lenders with respect to the relative priorities of each their
security interests in and liens on the Assets.

Mr. Bennett also points out that, pursuant to the Intercreditor
Agreement, the Second Lien Lenders agreed not to object to the
sale of any part of the Asset if the First Lien Collateral
Trustee consented to the sale.  The interests of the First Lien
Lenders and the Second Lien Lenders attached to the proceeds with
any surplus to be delivered to the Second Lien Lenders after full
payment of the First Lien Indebtedness.  

Mr. Bennett notes that Beal Bank will, at the direction of the
Steering Committee, consent to a sale to New Textile that provides
for a credit bid.  If that bid prevails, there will be no surplus
available for the Second Lien Lenders.  Rather than objecting to
the sale, Mr. Bennett tells the Court that the recourse of the
Second Lien Lenders, if they truly believe the value of the Assets
exceeds the credit bid, is to make a cash bid that enables full
repayment of the First Lien Indebtedness.

Accordingly, the Steering Committee asks the Court to find that:

   (a) the First Lien Collateral Trustee has the right to credit
       bid the full amount of the First Lien indebtedness, and
       that at least a dollar-for-dollar value be attributed to
       the credit bid;

   (b) any competing bid must be in the form of cash in an amount
       sufficient to repay the First Lien Indebtedness in full in
       cash;

   (c) Wilmington Trust Company, as Second Lien Agent, and
       Aretex are prohibited under the Intercreditor Agreement
       from proposing to purchase the Debtors' assets without
       paying the First Lien Lenders in full in cash; and

   (d) the Second Lien Agent and the Second Lien Lenders do not
       have standing to object to any sale to which the First
       Lien Collateral Trustee has consented.

                            Objections

(1) Aretex

In April 2005, Aretex pointed out that the First Lien Collateral
Trustee lacked the authority to credit bid, and detailed the
contractual provisions and case law controlling this conclusion.  
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal LLP, in
New York, notes that apparently unable to respond to Aretex's
argument, the Steering Committee offered only platitudes on the
general utility of credit bidding.  Aretex does not dispute credit
bidding's utility in other cases or in general.  However, the
Steering Committee is seeking to credit bid all the First Lien
Lenders' claims without authority in the pertinent documents and
over the objection of a significant group of the relevant creditor
constituency.

Mr. Wolfson points out that the Steering Committee cannot cite a
single case or relevant contractual provision that comes close to
supporting that unprecedented action, which consequently should be
rejected by the Court.

The Steering Committee, Mr. Wolfson maintains, also cannot cite
any support for two of its additional key contentions that:

   * bidding must be on an "all cash" basis for all participants
     other than itself; and

   * the Second Lien Lenders are barred both from obtaining a
     recovery and from objecting to the Steering Committee's bid.

(2) Wilmington Trust

In its brief, the Steering Committee reiterates its position that
the Intercreditor Agreement deprives the Second Lien Lenders of
their rights if the First Lien Lenders are not paid in full.  
Wilmington Trust Company presented exceptions to that provision
pursuant to Section 2.13 of the Intercreditor Agreement.  
However, the Steering Committee mentions in its brief that, "None
of the limited exceptions described in that provision are
applicable to this dispute."

Gary M. Becker, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, contends that the Steering Committee makes no effort to
support its statement that none of the exceptions apply.  There is
no citation to the actual provisions of Section 2.13 and no
argument as to why the provision should not apply.

Mr. Becker tells Judge Drain that the Second Lien Agent is simply
acting to protect the Second Lien Lenders' right, which exists
under the Intercreditor Agreement and the Bankruptcy Code, to
receive any surplus sale proceeds and adequate protection payments
-- an action that is expressly permitted in the Intercreditor
Agreement.

            Steering Committee Responds to Objections

Mr. Bennett argues that Aretex has offered no authority to
contradict the absolute and unconditional right of the Collateral
Trustee, acting at the direction of the required banks, to credit
bid the full amount of the First Lien Indebtedness, with that
credit bid to be accorded a cash value equal to the allowed claim.

Mr. Bennett adds that, contrary to the positions of Aretex and the
Second Lien Agent, none of the exceptions apply to the requirement
under Section 2.13 of the Intercreditor Agreement that the First
Lien Lenders receive payment in full and in cash prior to any
distribution to the Second Lien Lenders.

The exception for permitted mandatory prepayments under the
Intercreditor Agreement simply would not apply to a bid which does
not provide for the First Lien Lenders to receive any cash, let
alone payment in full in cash, Mr. Bennett says.

Furthermore, Mr. Bennett explains that the adequate protection
payment exception does not apply to a sale of substantially all of
the Assets.  At the very most, that provision would entitle the
Second Lien Lenders to receive the amounts being held in escrow,
which current total about $20 million.

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)


WILLIAM CARTER: S&P Rates Proposed $625 Mil. Secured Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
'2' recovery rating to The William Carter Co.'s proposed $625
million secured bank facilities, indicating that lenders can
expect substantial recovery of principal (80%-100%) in the event
of a payment default or bankruptcy.

At the same time, Standard & Poor's affirmed its 'BB' long-term
corporate credit rating on the Atlanta, Georgia-based children's
wear manufacturer.  The outlook is stable.  Carter's had total
debt outstanding of about $164 million at April 2, 2005.

Proceeds from the new bank loan will be used primarily to finance
the company's previously announced acquisition of Osh Kosh B'Gosh,
and to redeem its 10.875% notes due 2011.  The above ratings are
based on preliminary offering statements and are subject to review
upon final documentation.  Upon completion of this transaction,
Standard & Poor's will withdraw its rating on the 10.875% notes
due 2011, the $80 million revolving credit facility due 2006 and
the term loan due 2008.

"We expect Carter's to maintain its solid market positions and
credit protection measures commensurate with its ratings, despite
the incremental debt related to the Osh Kosh acquisition," said
Standard & Poor's credit analyst Susan H. Ding.  Standard & Poor's
expects to company to focus on integrating the Osh Kosh operations
and reducing debt from cash flow.


WILLIAM SUMMERS: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Isaac & Connie Lucile Summers
        4857 South 50 East
        Kokomo, Indiana 46902

Bankruptcy Case No.: 05-11845

Chapter 11 Petition Date: July 21, 2005

Court: Southern District of Indiana (Indianapolis)

Debtors' Counsel: Steven P. Taylor, Esq.
                  Law Office of Steven P. Taylor
                  6100 North Keystone Avenue, Suite 503
                  Indianapolis, Indiana 46220
                  Tel: (317) 475-1570
                  Fax: (317) 475-1697

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

Estimated Debts:  $1 Million to $10 Million

Debtors' 7 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
MBNA America                  Revolving credit           $32,800
P.O. Box 15026
Wilmington, DE 19850-5026

MBNA America                  Revolving credit           $25,000
P.O. Box 15026
Wilmington, DE 19850-5026

Chase                         Revolving credit           $19,000
Customer Service
P.O. Box 15919
Wilmington, DE 19850-5919

MBNA America                  Revolving credit           $10,000
P.O. Box 15026
Wilmington, DE 19850-5026

Citi Cards                    Revolving credit            $8,000
Card Service Center
P.O. Box 6077
Sioux Falls, SD 57117-6077

Chase                         Revolving credit            $5,000
Customer Service
P.O. Box 15919
Wilmington, DE 19850-5919


WILSON & ELLIS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wilson & Ellis, Inc.
        dba Ameer Commons Rest Home
        1003 McArthur Avenue
        Charlotte, North Carolina 28206

Bankruptcy Case No.: 05-32516

Type of Business: The Debtor operates a retirement home.  
                  See http://ResearchArchives.com/t/s?31

Chapter 11 Petition Date: June 20, 2005

Court: Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, North Carolina 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Reema Owens                   Loans to corporation      $146,000
3332 Bonneville Drive
Charlotte, NC 28205

Chase                         Credit card                $30,000
P.O. Box 78116
Phoenix, AZ 85062

Mecklenburg County            Overpayment                $23,199
Department of Social Services
301 Billingsley Road
Charlotte, NC 28211

Terri Norris                                             $16,000
7329 McBane Mill Road
Graham, NC 27253

Employment Security           Employment taxes           $14,076
Commission of NC
P.O. Box 26504
Raleigh, NC 27611

Samuel Young                                              $3,500
3341 Barringer Drive
Charlotte, NC 28213

Betty Davis                   Wages                       $3,200
P.O. Box 668543
Charlotte, NC 28266

Sysco Foodservice             Food supplies               $2,600
4500 Corporate Drive
Northwest
Concord, NC 28027

Piedmont Natural Gas          Utility service             $2,159
P.O. Box 33068
Charlotte, NC 282333068

City of Charlotte             Utility service             $1,820
Billing Center
P.O. Box 33831
Charlotte, NC 282333831

National Linen                Supplies                    $1,742
P.O. Box 34666
Charlotte, NC 28234

George Smith                  Wages                       $1,689
6464 Mallard View Lane
Charlotte, NC 28269

GMAC                                                      $1,388
P.O. Box 830070
Baltimore, MD 21283

Advantage Paper               Supplies                      $826
306-Q West Tremont Avenue
Charlotte, NC 28203

ADT Security                  Security monitoring           $400
P.O. Box 371967
Pittsburgh, PA 152507969

Waste Management                                            $377
P.O. Box 9001054
Louisville, KY 40290

BellSouth                     Telephone service             $365
P.O. Box 70529
Charlotte, NC 282720529

Allstate                      Insurance                     $343
P.O. Box 3576
Akron, OH 44309

Betty Sinclair                Wages                         $333
1417 Waddell Street
Charlotte, NC 28216

The Charlotte Observer        Subscription                  $314
P.O. Box 70111
Charlotte, NC 282700111


WINN-DIXIE: Plans to Reduce Stores by 326 & Cut Workforce by 28%
----------------------------------------------------------------
Winn-Dixie Stores, Inc. (OTC Pink Sheets: WNDXQ) disclosed a
series of actions intended to enhance the Company's financial
performance and position it for profitability in the long term.
The cornerstone of the Company's plan consists of focusing on its
strongest markets, where it typically has a significant market
share position, and reducing its store "footprint" from 913 stores
in the U.S. and the Bahamas to 587 stores.

Peter Lynch, President and Chief Executive Officer of Winn-Dixie,
said: "Creating a smaller, but more profitable store base will
best position Winn- Dixie for long-term financial health and a
successful future.  We will be focusing our resources on markets
where Winn-Dixie has a strong presence and there are compelling
opportunities.  This will allow us to build on our strengths and
take advantage of the considerable potential we see to improve the
shopping experience for our customers. Already, we have made
significant strides.  The steps will help us to continue our
progress as we strive to make Winn-Dixie a stronger company,
better able to compete in the marketplace with a strong foundation
for the future."

                     From 901 to 587 Stores

Winn-Dixie currently operates 901 stores in nine states and 12 in
the Bahamas.  These stores are located in 37 Designated Market
Areas -- DMAs.  Once the footprint plan is implemented, Winn-Dixie
will operate approximately 587 stores in 23 DMAs in Florida,
Alabama, Louisiana, Georgia, Mississippi, and the Bahamas.  Of the
326 stores that the Company will sell or close, 233 stores are in
DMAs the Company is leaving entirely.  The other 93 stores are
located in DMAs in which Winn-Dixie will remain, but these
particular stores do not meet the Company's financial requirements
going forward.  Winn-Dixie's anticipated annual revenue following
these store dispositions will be approximately $7.5 billion,
compared to approximately $10 billion today.  

               Exiting Three Distribution Centers

In connection with the new store footprint, Winn-Dixie is also
making changes in its distribution and manufacturing plant
operations.  Specifically, the Company will be exiting 3 of its 10
distribution centers.  These facilities are located in:

      * Atlanta, Georgia;
      * Charlotte, North Carolina; and
      * Greenville, South Carolina.  

The Company will also close the portion of the Montgomery, Alabama
distribution center that handles dry grocery.  The "perishables"
portion of the Montgomery distribution center will remain open,
and the Company will be expanding the use of the Hammond,
Louisiana dry grocery facility to accommodate the dry grocery
items now handled in the Montgomery facility.

In addition, Winn-Dixie is marketing for sale its manufacturing
plants, including its six dairy and culture plants, its pizza
plant in Montgomery, Alabama, and its Chek Beverage/Deep South
Products plant in Fitzgerald, Georgia, which produces Chek soda,
shelf-stable juices and condiments.  If buyers are not found, the
Company will continue to operate the Chek Beverage plant and the
Hammond, Louisiana and Plant City, Florida dairies.  The Company
is also working to find a third party to produce elsewhere the
items made at its Astor Products plant in Jacksonville, Florida
and the condiments at the Deep South plant.  Once third parties
are secured, those plants will be closed.

The Company, together with its outside advisors, is conducting an
active marketing effort to identify potential buyers for the
stores, distribution centers and manufacturing plants that it will
no longer operate. Stores that cannot be sold will be closed.  The
Company expects to announce the results of this marketing effort
within several weeks.

"Our hope is to sell as many of our affected stores, plants and
DCs as possible to new owners who will continue to operate them,"
stated Mr. Lynch.  "We are asking potential new owners to offer
employment opportunities to our Associates."  Winn-Dixie will
provide severance and other assistance to each Associate who is
not offered employment.

                    DMAs/Stores to be Exited

In determining its future store footprint, Winn-Dixie conducted a
thorough analysis of its store base, including stores' market
share, cash flow, profitability, real estate quality, and
financial outlook.  In the 14 DMAs it is exiting, the Company has
either had a difficult market position, unsatisfactory financial
performance, and limited opportunities for profitable sales
growth, or it has determined that the stores in a particular DMA
are too distant from its continuing distribution facilities to be
operated on a cost- effective basis.

The DMAs that Winn-Dixie is exiting are the marketing areas of:

      * Alexandria, Louisiana;
      * Atlanta, Georgia;
      * Augusta, Georgia;
      * Charleston, South Carolina;
      * Charlotte, North Carolina;
      * Chattanooga, Tennessee;
      * Columbia, South Carolina;
      * Columbus-Tupelo, Mississippi;
      * Greensboro-High Point, North Carolina;
      * Greenville-Spartanburg, South Carolina;
      * Huntsville, Alabama;
      * Jackson, Mississippi;
      * Raleigh-Durham, North Carolina; and
      * Savannah, Georgia.

A list of each store location with affected stores highlighted,
along with a map showing the DMA boundaries for Winn- Dixie's
current and future operating areas, is available on the Winn-Dixie
Web site at the following link: http://www.winn-dixie.com/

                     28% Workforce Reduction

As a result of the actions announced today, Winn-Dixie expects
that its workforce will be reduced by approximately 28%, or 22,000
positions.  Where practicable, the Company will seek to offer
affected Associates positions at other Winn-Dixie operations.  In
addition, the Company is reviewing its corporate organization and
plans to make reductions in headquarters and support personnel
reflecting the smaller store footprint that the Company will
operate.  An announcement regarding a corporate restructuring is
expected to be made later this summer.

Mr. Lynch said, "We regret the impact these tough decisions will
have on many of our Associates, customers and local communities.   
We do not take these decisions lightly and would not be proceeding
if these steps were not essential to restore Winn-Dixie's
financial health.  We are committed to doing what we can to help
minimize the impact, including, wherever possible, attempting to
find new owners who will continue to operate the stores,
distribution centers and plants that we are exiting.  In addition,
we will offer assistance to affected Associates to help them
through a transition period."

Jay Skelton, Chairman of Winn-Dixie, stated, "The actions
represent a very important step in Winn-Dixie's reorganization.  
By taking these difficult but necessary actions, we intend to put
Winn-Dixie in the strongest position for a successful future and
to remain a vital, valued partner in the communities we serve."

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest   
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063).  The Honorable Judge
Robert D. Drain ordered the transfer of Winn-Dixie's chapter 11
cases from Manhattan to Jacksonville.  On April 14, 2005, Winn-
Dixie and its debtor-affiliates filed for chapter 11 protection in
M.D. Florida (Case No. 05-03817 to 05-03840).  D.J. Baker, Esq.,
at Skadden Arps Slate Meagher & Flom LLP, and Sarah Robinson
Borders, Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$2,235,557,000 in total assets and $1,870,785,000 in total debts.


WORLDCOM INC: Dist. Court Sets Settlement Hearing for September 9
-----------------------------------------------------------------
New York Comptroller Alan G. Hevesi, the sole trustee of the New
York State Common Retirement Systems and Court-appointed Lead
Plaintiff in the WorldCom securities class action, entered into
settlements with some class action defendants during the period
March 3, 2005, to April 22, 2005:

    Defendant                              Date       Settlement
    ---------                              ----       ----------
    Bank of America Securities LLC
    and Fleet Securities, Inc.           03/03/05    $460,500,000

    Lehman Brothers Inc.                 03/04/05      62,713,582

    Credit Suisse First Boston LLC       03/04/05      12,542,716

    Goldman, Sachs & Co.                 03/04/05      12,542,716

    UBS Warburg LLC                      03/04/05      12,542,716

    ABN AMRO Inc.                        03/09/05     278,365,600

    Mitsubishi Securities Int'l. plc     03/09/05      75,000,000

    BNP Paribas Securities Corp.         03/09/05      37,500,000

    Mizuho International                 03/09/05      37,500,000

    Deutsche Bank                        03/10/05     325,000,000

    WestLB AG                            03/10/05      75,000,000

    Caboto Holding SIM S.p.A.            03/10/05      37,500,000

    JP Morgan Chase                      03/16/05   2,000,000,000

    Utendahl Capital                     03/16/05         234,000

    Blaylock Partners                    03/16/05         572,840

    Former WorldCom Director Defendants  03/21/05      60,750,000
       Allen, Areen, Aycock, Bobbitt,
       Alexander, Jr., Galesi,
       Kellett, Jr., Macklin, Porter,
       Roberts, Sidgmore, Tucker

    Arthur Andersen LLP                  04/22/05      65,000,000

Judge Denise Cote of the U.S. District Court for the Southern
District of New York granted preliminarily approval of the
Settlements.

Judge Cote now directs the Lead Plaintiff to cause notice of:

    -- the proposed Settlements;

    -- the hearing on the proposed Settlements;

    -- the request for approval of the Plans of Allocation
       contained within the stipulations of Settlement; and

    -- the Lead Counsel's application for award of attorneys' fees
       and payments of expenses to be provided to Class Members.

The Lead Counsel may draw up to $14,325,000 from the Settlement
Funds to pay the costs of notice and settlement administration.

The District Court sets a hearing on September 9, 2005, at 2:30
p.m., to address the fairness and adequacy of the Settlements, the
Plans of Allocation, the proposed Coverage Claim Bar Order in the
settlement with the Director Defendants and the applications for
attorneys' fees and expenses.

In order to be entitled to participate in the Settlement, a Class
Member must timely submit a valid Proof of Claim to:

           WorldCom, Inc. Securities Litigation
           Administrator
           The Garden City Group, Inc.
           P.O. Box 9000 #6247
           Merrick, New York 11566-9000

Judge Cote extends the deadline for submitting a proof of claim to
August 26, 2005.

                 District Court Enjoins Arbitration

In separate orders, Judge Cote enjoins class members Paul G.
Rochmis, Paul G. Rochmis M.D. Ltd. Employees Profit Sharing Plan,
Robert Reindel, Judith Reindel, Shan C. Sun, and Collette C. Sun
from arbitrating any claims relating to investments in securities
issued by WorldCom.

Judge Cote permanently barred and enjoined the Claimants from
instituting, commencing or prosecuting, either directly or in any
other capacity, all claims arising out of or relating to
investments in securities issued by WorldCom, and options or
derivative instruments based in whole or in part on the value of
securities issued by WorldCom (including Targeted Growth Enhanced
Terms Securities with respect to MCI WorldCom Inc. and GOALs
issued by UBS AG), including without limitation all claims arising
out of or relating to any analyst research reports or other
statements made or issued by the Citigroup Defendants concerning
WorldCom.

The Citigroup Defendants include Citigroup Inc., Citigroup Global
Markets Inc. fka Salomon Smith Barney Inc., Citigroup Global
Markets Limited fka Salomon Brothers International Limited, and
Jack B. Grubman.

As previously reported, the District Court issued a judgment
approving settlement and dismissing the class action against the
Citigroup Defendants.  The Citigroup Defendants applied for
enforcement of the release and injunction contained in the
Judgment as against the claims asserted by the Claimants in an
arbitration.

The Suns had argued that they should not be enjoined from pursuing
their claims relating to investments in WorldCom against Salomon
Smith Barney Inc. in an NASD arbitration proceeding.  The Suns
contend that:

    -- by participating in the arbitration, Salomon Smith
       consented to it and waived its right to object to the
       proceeding;

    -- the Notice of Class Action and the Notice of Class
       Settlement did not provide them adequate time to opt out
       and did not clearly and sufficiently spell out what effect,
       if any, the class action would have on arbitrations already
       filed and pending; and

    -- they should be permitted to opt out late pursuant to Rule
       60(b)(2) of the Federal Rules of Civil Procedure and the
       doctrine of excusable neglect.

Judge Cote finds that Salomon Smith could not have voiced its
objection early in the proceeding and is not using its objection
to escape an adverse outcome.

Moreover, Judge Cote notes, the Suns have provided nothing but
conclusory assertions in support of their argument that they were
not provided clear and timely notice of the fact that they needed
to opt out of the class action to pursue their arbitration claims.  
"In reality, they were given extraordinarily clear and timely
notice."

"Although there is no reason to believe that the Suns did not act
in good faith, the equities here do not support a finding of
excusable neglect [for their failure to opt out]," Judge Cote
adds.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 93; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Court Enters Order Governing Asbestos Estimation Docs
-----------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware enters a protective order governing all confidential
documents produced by any party to the estimation of W.R. Grace &
Co. and its debtor-affiliates' asbestos-related property damage
claims as well as all confidential interrogatory answers,
responses to requests to admit, and other discovery materials and
testimonies.

The Court's Protective Order determines that confidential
materials are those documents, discovery requests, or testimony
submitted by a party pertaining to attorney-client communication
or attorney work product produced voluntarily or over objection
pursuant to Court Order, those that are commercially sensitive or
trade secret information and maintained or preserved by a party
in a manner reasonably calculated to preserve confidentiality.

The Court directs a person who objects to the designation of an
item as confidential to notify the counsel of the designating
party in writing, setting forth the reasons supporting the
objection.  The designating party will respond in writing to any
notification by either modifying or withdrawing all or part of
the designation as a confidential material, or declining to
redesignate any portion.  The designating party will provide
response no later than seven business days after it receives
notice of the objection.  If no response is timely provided by
the designating party, the designation will be assumed to have
been withdrawn.

Confidential materials may be shown or disclosed to:

    (a) Bilzin Sumberg Dunn Baena Price & Axelrod LLP, counsel to
        the Official Committee of Asbestos Property Damage
        Claimants;

    (b) Kirkland & Ellis LLP, counsel to the Debtors;

    (c) Kramer Levin Naftalis & Frankel LLP, counsel to the
        Official Equity Security Committee;

    (d) Stroock & Stroock & Lavan LLP, counsel to the Official
        Committee of Unsecured Creditors;

    (e) Caplin & Drysdale, counsel to the Official Committee of
        Asbestos Personal Injury Claimants;

    (f) Swidler Berlin, counsel for David Austern, the Futures
        Claimants Representative;

    (g) members of the PD Committee who serve as counsel to
        property damage claimants that are subject of the PD
        Estimation;

    (h) experts retained by the parties' counsel for purposes of
        the PD Estimation;

    (i) the author or any recipient of the documents as reflected
        on the face of the document;

    (j) the Court; and

    (k) any other person the designating party agrees may be shown
        the confidential material.

The Court further directs that no later than 30 days after the
conclusion of the PD Estimation, all persons in possession of any
confidential materials will either return all confidential
materials to the counsel for the producing party or destroy all
materials and certify that fact in writing to the producing
party.

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)


YUKOS OIL: Founder Mikhail Khodorkovsky Gets Nine-Year Jail Term
----------------------------------------------------------------
The Meshchansky district court of Moscow on Tuesday sentenced ex-
CEO of YUKOS oil giant Mikhail Khodorkovsky and head of the
MENATEP Group Platon Lebedev to nine years in prison finding them
guilty of six charges.

The court has obligated Mikhail Khodorkovsky and Platon Lebedev to
pay over 17 billion rubles to tax bodies on civil suits.

The court passed a judgment to terminate criminal proceedings
against YUKOS ex-CEO in connection with the embezzlement of a 20%
block of stock of the Apatit company by the YUKOS head.

The public prosecutor earlier asked the court to recognize x-CEO
of YUKOS Mikhail Khodorkovsky guilty of embezzling the Apatit
stock, but free him of punishment, as the case falls within the
statute of limitations.

                        Yukos' Statement

The employees of YUKOS Oil Company are deeply disappointed at the
verdict announced today by the Moscow Meshchansky Court relating
to their visionary mentor, Company founder and former CEO Mikhail
Khodorkovsky.

Those who worked with him over the years to build Russian's most
esteemed and internationally recognized company remain proud of
his and their achievements.  Together they brought to Russia
progressive business, social and corporate cultures, which made
working within YUKOS and for Mr. Khodorkovsky very special.

For the vast majority this verdict is a tragic example of the
authorities turning a law-enforcement and judicial system against
an individual for political ends.  We regret that the true value
of his achievements have been sullied by those who refuse to
appreciate the good he brought Russia.

YUKOS employees view the verdict as a gross travesty of justice
produced by judicial system that has not only been content to be
maneuvered to destroy Mikhail Khodorkovsky, but also apparently is
intent on bringing down YUKOS.

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)


* Jonathan Hersey Joins Sheppard Mullin as O.C. Litigation Partner
------------------------------------------------------------------
Jonathan Hersey has rejoined Sheppard, Mullin, Richter & Hampton
LLP as a partner in the Business Trial practice group, based in
the firm's Orange County office.  Mr. Hersey, most recently with
Bingham McCutchen in Orange County, has significant experience
representing computer industry, e-commerce and financial
institution companies in complex commercial and intellectual
property litigation matters.

"We're pleased to welcome Jon back to the firm," said Guy Halgren,
firm chair.  "With a practice focused on the tech and financial
services sectors, Jon's experience is very complementary firmwide
and an excellent addition to the litigation depth of the Orange
County office."

Commented Mr. Hersey, "Sheppard Mullin is a top-notch firm and I'm
happy to return.  I am excited about developing my practice in
Orange County and working with my colleagues throughout the firm."

Robert Beall, chair of the Business Trial practice group, said,
"Jon is a talented attorney with a great deal of experience in
complex commercial and IP matters.  We are thrilled to have such
an accomplished litigator join our busy practice group."

Mr. Hersey has extensive experience litigating and resolving
disputes involving claims for breach of contract and warranty,
including software development and licensing agreements,
distribution and royalty contracts, joint ventures, leases and
asset purchase agreements.  He has handled numerous business tort
cases involving claims of fraud, unfair competition,
misappropriation of trade secrets, trade libel and interference
with contract; as well as represented government defense and
transportation contractors in bidding and claims disputes with
federal and local authorities.  Mr. Hersey also has considerable
experience negotiating insurance coverage issues and bad faith
denials of coverage, particularly with regard to business
interruption and property damage.

His intellectual property litigation practice has involved several
trademark opposition and infringement actions venued in federal
district courts, California state courts and the Trademark Trial
and Appeal Board.  He has also helped litigate and resolve claims
for software copyright indemnity and patent infringement.  Mr.
Hersey has substantial experience obtaining and opposing demands
for prejudgment remedies, including writs of attachment, temporary
protective orders and preliminary injunctions.  He has conducted
numerous arbitrations and mediations, and has successfully briefed
and argued appeals before both the Ninth Circuit Court of Appeals
and the California Court of Appeal.

Mr. Hersey earned his law degree from University of California at
Los Angeles (UCLA) School of Law in 1996 and graduated, with High
Honors and Distinction in General Scholarship, from University of
California, Berkeley, with a BA in 1993.

         About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with 430 attorneys in nine offices located throughout California
and in New York and Washington, D.C.  The firm's California
offices are located in Los Angeles, San Francisco, Santa Barbara,
Century City, Orange County, Del Mar Heights and San Diego.  
Sheppard Mullin provides legal expertise and counsel to U.S. and
international clients in a wide range of practice areas, including
Antitrust, Corporate and Securities; Entertainment and Media;
Finance and Bankruptcy; Government Contracts; Intellectual
Property; Labor and Employment; Litigation; Real Estate/Land Use;
Tax, Employee Benefits, Trusts and Estate Planning; and White
Collar Defense. The firm was founded in 1927.


* Robert Dremluk Joins Seyfarth Shaw as New York Partner
--------------------------------------------------------
Seyfarth Shaw LLP, a leading national full-service law firm,
disclosed that Robert W. Dremluk has joined the firm's New York
office as partner in the Litigation Practice Group.  Mr. Dremluk
was previously Counsel at Curtis, Mallet-Prevost, Colt & Mosle
LLP.

"We are delighted that Bob has joined our firm," said John Napoli,
Co-Managing Partner of the New York office and New York Business
Services Group Chair.  "Bob's vast bankruptcy experience enhances
our capabilities as our firm continues to grow rapidly in the New
York market, as well as on a national level."

Mr. Dremluk concentrates his practice on bankruptcy and corporate
reorganization.  His client representations include Chapter 11
debtors, secured lenders, trade creditors, bondholders, shopping
center developers, limited partners, indenture trustees, equipment
lessors, asset purchasers, plan proponents, trustees, and other
interested parties in all aspects of bankruptcy cases, both
domestically and internationally.  He currently serves as Chair
for the Multinational Reorganization and Insolvencies Committee,
International Law Section, New York State Bar Association and as
Co-chair of the Intellectual Property Working Subcommittee,
Committee on Bankruptcy and Corporate Reorganization, Association
of the Bar of the City of New York.  He has written and spoken
extensively in his field.

Mr. Dremluk, age 53, obtained his J.D. from the New England School
of Law in 1978 and his A.B. from Cornell University in 1974.  He
is a member of the Mediation Panels for the U.S. Bankruptcy Court
for the Southern and Eastern Districts of New York and a member of
the Mediation and Neutral Evaluation Panel for the U.S. District
Court, Eastern District of New York.

Founded in 1945, Seyfarth Shaw has more than 600 attorneys located
in nine offices throughout the United States, including New York,
Boston, Chicago, Washington DC, Atlanta, Houston, Los Angeles, San
Francisco and Sacramento as well as Brussels, Belgium.  True to
its roots, Seyfarth Shaw has one of the largest labor & employment
practices in the nation, and also provides a broad range of legal
services including corporate; real estate; construction; trusts &
estates; intellectual property; litigation; employee benefits;
environmental, safety & toxic torts; government, commercial &
international contracts; bankruptcy, workouts & business
reorganization; business immigration; tax; and international.

Today, the firm's practice reflects virtually every industry and
segment of the country's business and social fabric.  Clients
include many of the Fortune 500 companies, financial institutions,
newspapers and other media, hotels, healthcare organizations,
companies in telecommunication, manufacturing, retail and
insurance industries, airlines and railroads.  The firm also
represents a number of federal, state, and local governmental and
educational entities.


* Alex Ostrow Participated in ABI's Bankruptcy Webinar Series
------------------------------------------------------------
Alec P. Ostrow, Esq., a Shareholder at Stevens & Lee, participated
in the first conference of its kind on the new bankruptcy
amendments.  He joined other key bankruptcy professionals to
discuss the law and its implications in an American Bankruptcy
Institute Webinar Series.  The first program was held June 15.

The series addresses all aspects of the Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005, a bill signed by
President Bush that will purportedly enact sweeping changes
impacting both consumer and business bankruptcies.  Mr. Ostrow
served as a faculty member for a Business Bankruptcy session and
discussed topics such as new small business rules, expansion of
reclamation claims, broadened preference defenses, trade creditor
strategies, new grounds for the appointment of a trustee, single-
asset cases and limits on exclusivity.

Mr. Ostrow concentrates his practice in bankruptcy, corporate
reorganization, creditors' rights and commercial litigation.  He
is an adjunct professor for St. John's University School of Law
LL.M. Bankruptcy Program.

Mr. Ostrow recently was named a Fellow by the American College of
Bankruptcy.  He is a member of the Panel of Mediators for the
United States Bankruptcy Court for the Southern District of New
York and is Co-Chair of the Real Estate Committee for the American
Bankruptcy Institute.  He also is a member of The Association of
the Bar of the City of New York, the New York State Bar
Association and the New York County Lawyers Association.

Mr. Ostrow is fluent in Spanish and French.  He lectures and
writes articles on various bankruptcy law issues.  He received a
J.D. from the New York University School of Law (1980) and an
A.B., magna cum laude, from Dartmouth College (1977).

                       About Stevens & Lee

Stevens & Lee is a professional services firm of approximately 180
lawyers and over 40 business and consulting professionals.  The
firm represents clients throughout the Mid-Atlantic region and
across the country from 13 offices in the following locations:
Reading, Harrisburg, Lancaster, Philadelphia, Valley Forge, the
Lehigh Valley, Scranton and Wilkes-Barre, Pennsylvania; Princeton
and Cherry Hill, New Jersey; Wilmington, Delaware; and New York
City.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION AND COMMERCIAL LAW
   ASSOCIATION
      Insolvency and Turnaround Management Seminar
          NSW State Library Sydney, Australia
            Contact: http://www.turnaround.org/

June 23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Pacific Northwest Golf Tournament
         Washington National Golf Club, Auburn, WA
            Contact: acgseattle@acg.org or
                     http://www.turnaround.org/

June 23-24, 2005
   BEARD GROUP AND RENAISSANCE AMERICAN MANAGEMENT CONFERENCES
      The Eighth Annual Conference on Corporate Reorganizations
      Successful Strategies for Restructuring Troubled Companies
         The Millennium Knickerbocker Hotel, Chicago
            Contact: 1-800-726-2524; 903-595-3800 or
                     dhenderson@renaissanceamerican.com

June 24, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament
         RattleSnake Point Golf Club, Toronto
            Contact: http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         The Centre Club Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night - Somerset Patriots Baseball
         Commerce Bank Ballpark, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

June 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      "Hands On" Turnarounds
         The Centre Club, Tampa, FL
            Contact: 703-912-3309 or http://www.turnaround.org/

July 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Long Island Chapter Manhattan Cruise (In Planning - Watch
      for Announcement)
         Departing from Manhattan
            Contact: 516-465-2356; 631-434-9500
            or http://www.turnaround.org/

July 6, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      SummerFest 2005
         Milwaukee, WI
            Contact: 815-469-2935 or http://www.turnaround.org/

July 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Law Review (in preparation for the CTP
      exam) [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

July 13, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

July 14-17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Ocean Edge Resort, Brewster, Massachusetts
            Contact: 1-703-739-0800 or http://www.abiworld.org/

July 21, 2005
   NEW YORK SOCIETY OF SECURITY ANALYSTS
      Investing in Distressed and Defaulted Debt
          New York, NY
            Contact: http://www.NYSSA.org/

July 21-22, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         Boston, MA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 26, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon - Organizational Assessment and Intervention
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

July 27-30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, S.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 1, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Annual Golf Outing
         Raritan Valley Country Club, Bridgewater, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 4, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Cambridge, Maryland
            Contact: 1-703-739-0800 or http://www.abiworld.org/

August 11-12, 2005
   ALI-ABA
      Bankruptcy Abuse Prevention and Consumer Protection Act of
      2005
         San Francisco, CA
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

August 12-13, 2005
   CENTER FOR ENTREPRENEURSHIP
      Insolvencies in Transition Economies
         S"dert"rns H"gskola University College, Stockholm, Sweden
            Contact: http://www.sh.se/enterforum/

August 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue TBA
            Contact: http://www.turnaround.org/

August 17-21, 2005
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      NABT Convention
         Marriott Marquis Times Square New York, NY
            Contact: 803-252-5646 or info@nabt.com

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

August 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Accounting Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

August 30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon - Legal Roundtable (Regional Attorneys)
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

September 1-30, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Education Program
         Venue - TBA, Toronto, ON
            Contact: http://www.turnaround.org/

September 8-9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Golf Tournament and TMA Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, NY
            Contact: 716-667-3160 or http://www.turnaround.org/

September 8-11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
      (Including Financial Advisors/Investment Bankers Program)
         The Four Seasons Hotel Las Vegas, Nevada
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual TMA-LI Chapter Board Meeting
         Venue - TBA
            Contact: 516-465-2356 or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Lender's Forum: Surviving Bank Mergers
         Milleridge Cottage, Long Island, NY
            Contact: 516-465-2356; 631-434-9500
                     or http://www.turnaround.org/

September 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

September 16, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Body of Knowledge Management Review [Chicago/Midwest]
         Venue - TBA
            Contact: 815-469-2935 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Workout Lenders Panel Luncheon
         Union League Club, NYC
            Contact: 646-932-5532 or http://www.turnaround.org/

September 22, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Third Annual Workout Lenders Panel
         Union League Club New York, NY
            Contact: 908-575-7333 or http://www.turnaround.org/

September 23, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         London, UK
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 22-25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Cross-Border Conference
         Grand Hyatt Seattle, Seattle, WA
            Contact: 503-223-6222 or http://www.turnaround.org/

September 26, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Workshop
         Site to Be Determined London, England
            Contact: 1-703-739-0800 or http://www.abiworld.org/

September 28, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint CFA/RMA/TMA Networking Reception
         Woodbridge Hilton, Iselin, NJ
            Contact: 908-575-7333 or http://www.turnaround.org/

October 7, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Views from the Bench
         Georgetown University Law Center Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

October 18, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

October 19, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Venue to be announced
            Contact: http://www.turnaround.org/

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
         Chicago Hilton & Towers, Chicago
            Contact: 312-578-6900 or http://www.turnaround.org/

October 20, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

October 25, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Tampa Luncheon
         Centre Club, Tampa, FL
            Contact: http://www.turnaround.org/

October 27, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Informal Networking *FREE Reception for Members*
         The Davenport Press Restaurant, Mineola, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

November 1-2, 2005
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 2005 Fall Conference
         San Antonio, Texas
            Contact: http://www.iwirc.com/

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, Texas
            Contact: http://www.ncbj.org/

November 9, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         The Center Club, Baltimore, MD
            Contact: 703-912-3309 or http://www.turnaround.org/

November 10, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Second Annual Australian TMA Conference
         Sydney, Australia
            Contact: 9299-8477 or http://www.turnaround.org/

November 11, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Workshop
         Wayne State University, Detroit, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org/

November 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Workout Workshop
         Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

November 15, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Speaker/Dinner Event
         Fairmont Royal York Hotel, Toronto, ON
            Contact: http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      TBA [Upstate New York]
         Buffalo, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

November 17, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Colorado TMA Breakfast
         The Oxford Hotel, Denver, CO
            Contact: 303-457-2119 or http://www.turnaround.org/

November 29, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Orlando Luncheon
         Citrus Club, Orlando, FL
            Contact: http://www.turnaround.org/

December 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Fundamentals: Nuts & Bolts for Young
      Practitioners (West)
         Hyatt Grand Champions Resort Indian Wells, California
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, Calif.
            Contact: 1-703-739-0800 or http://www.abiworld.org/

December 5-6, 2005
   MEALEYS PUBLICATIONS
      Asbestos Bankruptcy Conference
          Ritz-Carlton, Battery Park, New York, NY
            Contact: http://www.mealeys.com/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Gathering & Help for the Needy *FREE to Members*
         Mack Hall at Hofstra University, Hempstead, NY
            Contact: 516-465-2356 or http://www.turnaround.org/

December 8, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Board of Directors Meeting
         Rochester, NY
            Contact: 716-440-6615 or http://www.turnaround.org/

December 12-13, 2005
   PRACTISING LAW INSTITUTE
      Understanding the Basics of Bankruptcy & Reorganization
          New York, NY
            Contact: http://www.pli.edu/

December 14, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Hotel, Tyson's Corner, VA
            Contact: 703-912-3309 or http://www.turnaround.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
          Sheraton Crescent Hotel Phoenix, AZ
            Contact: http://www.pli.edu/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, AZ
            Contact: http://www.turnaround.org/

March 30 - April 1, 2006
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy  
         Scottsdale, AZ
            Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott Washington, D.C.
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort Traverse City, Michigan
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott Newport, Rhode Island
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island Amelia Island, Florida
            Contact: 1-703-739-0800 or http://www.abiworld.org/
  
October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage Long Island, NY
            Contact: 312-578-6900 or http://www.turnaround.org/

October 25-28, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact: http://www.ncbj.org/  
  
November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch Scottsdale, Arizona
            Contact: 1-703-739-0800 or http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, FL
            Contact: http://www.ncbj.com/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, AZ
            Contact: http://www.ncbj.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, NV
            Contact: http://www.ncbj.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, LA
            Contact http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior M.
Pinili, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***